Terms of Service

Effective date: June 7, 2026

Last updated: June 7, 2026

1. Acceptance of Terms

1.1 Binding Agreement

These Terms of Service ("Terms", "Agreement") constitute a legally binding contract between you ("you", "your", "User", "Customer") and the iMatrix team ("iMatrix", "we", "our", "us", "the Developer"), the creator, developer, and operator of the MELL 4 mobile application (the "App", "Service", "MELL").

1.2 Incorporation by Reference

These Terms expressly incorporate by reference the following documents, which form an integral part of this Agreement:

• Our Privacy Policy, which describes in detail how we collect, use, store, share, retain, and delete your personal data, your privacy rights under applicable laws, and our data protection practices.
• Any additional guidelines, rules, policies, or disclaimers posted within the App or on our website, which are hereby incorporated by reference.

In the event of any conflict between these Terms and any incorporated document, these Terms shall prevail unless the incorporated document explicitly states otherwise.

1.3 Electronic Communications

By using the App, you consent to receive communications from us electronically, including via email, in-app notifications, and postings on our website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

1.4 Modifications to the App

We reserve the right, at any time and from time to time, to modify, update, enhance, suspend, or discontinue any aspect, feature, or functionality of the App, temporarily or permanently, with or without prior notice. We will make reasonable commercial efforts to notify you of material modifications. We shall not be liable to you or to any third party for any such modification, suspension, or discontinuance.

2. Definitions

For the purposes of these Terms, the following capitalized terms shall have the meanings set forth below:

• "App" or "Service" — MELL 4, the AI-powered personal assistant mobile application, including all related software, content, features, and services provided through it.
• "User", "you", "your" — Any individual who downloads, installs, accesses, or uses the App, whether or not they have created an account.
• "Content" — Any text, images, audio, video, code, files, data, information, or other materials uploaded, submitted, transmitted, generated, displayed, or otherwise made available through the App.
• "Your Content" — Content that you upload, submit, provide, or input into the App, including but not limited to chat messages, prompts, uploaded files, images, and documents.
• "AI-Generated Content" — Content generated, created, or produced by the App's artificial intelligence models in response to your prompts or inputs.
• "Credits" — Virtual units of account within the App used to access and consume AI features and services. Credits have no real-world monetary value.
• "MELL Pro" or "Pro Subscription" — A paid, auto-renewing subscription tier that provides additional credits, features, and capabilities beyond the free tier.
• "Free Tier" — The unpaid, limited-access version of the App available to all registered users.
• "Third-Party Services" — Services, platforms, APIs, software, and infrastructure provided by entities other than iMatrix that are integrated with or accessible through the App.
• "Effective Date" — The date on which these Terms become effective, as stated at the top of this page.

3. Eligibility and Account Registration

3.1 Age Requirements

• You must be at least 13 years of age (or the applicable age of digital consent in your jurisdiction, which may be 14, 15, or 16 in certain jurisdictions) to create an account and use the App.
• If you are between the applicable age of digital consent and 18 years of age (or the age of majority in your jurisdiction, whichever is higher):
• You represent and warrant that your parent or legal guardian has read, understood, and expressly consented to these Terms on your behalf.
• Your parent or legal guardian accepts full legal and financial responsibility for your compliance with these Terms and for all of your activities on the App.
• We reserve the right, at any time, to request written confirmation of parental or guardian consent and to suspend or terminate your account if such consent cannot be verified.
• If you are a parent or legal guardian consenting to these Terms on behalf of a minor, you hereby agree to indemnify, defend, and hold us harmless from any claims, damages, or liabilities arising from the minor's use of the App.

3.2 Account Registration Requirements

To access the core features of the App, you must create a user account. By registering, you agree to:

• Provide true, accurate, current, and complete registration information, including a valid and verified email address that you own and control.
• Maintain and promptly update your registration information to keep it true, accurate, current, and complete at all times.
• Not impersonate any person or entity, or falsely state, suggest, or otherwise misrepresent your identity, age, affiliation with, or authorization to act on behalf of any person or entity.
• Not create an account for anyone other than yourself without that person's explicit, demonstrable permission.
• Not register more than one free-tier account without our express prior written consent.
• Not use the App if you have previously been banned, suspended, or terminated from using the App for violation of these Terms.

3.3 Account Verification

We reserve the right, but have no obligation, to verify your identity and the accuracy of your registration information at any time. Verification may include email verification, and we may request additional information. If we determine, in our sole discretion, that your information is inaccurate, incomplete, or fraudulent, we may suspend or terminate your account immediately and without prior notice.

3.4 Restrictions on Account Transfer

Your account is personal to you. You may not sell, transfer, assign, license, sublicense, or otherwise convey your account, your account credentials, or any of your rights under these Terms to any third party without our express prior written consent. Any attempted transfer in violation of this provision shall be null and void.

4. Description of Service

4.1 Core Services

MELL 4 is an AI-powered personal assistant that provides the following general categories of functionality:

• Conversational AI Chat: Multi-turn, context-aware natural language conversations with state-of-the-art AI models (Gemma, Gemini, and DeepSeek families). Capable of question answering, creative writing, coding assistance, language translation, summarization, explanation, tutoring, brainstorming, and general knowledge tasks.
• AI Image Generation and Analysis (Vision): Generation of original images from natural language text descriptions (text-to-image). Analysis and understanding of uploaded images, including object detection, scene description, text extraction (OCR), and visual question answering.
• AI Music Generation: Composition of original music tracks and instrumental pieces based on text prompts describing genre, mood, tempo, instrumentation, and style.
• AI Video Generation: Creation of short video clips from text descriptions or image inputs with configurable style and duration parameters.
• AI Audiobook and Text-to-Speech (TTS): Natural, expressive voice narration of provided text content with a library of selectable voices across multiple languages and accents.
• AI Image-to-Image Transformation: Modification, enhancement, style transfer, and transformation of uploaded images based on text instructions.
• Voice Input (Speech-to-Text): High-accuracy automatic speech recognition allowing you to dictate messages and prompts instead of typing.
• Real-Time Web Search: Integration with web search capabilities to retrieve and synthesize current information, news, facts, and context for time-sensitive queries.
• Document Analysis and Understanding: Upload and processing of PDF, Microsoft Office, plain text, source code, and other common document formats for summarization, question answering, key point extraction, and content analysis.
• Thinking / Chain-of-Thought Mode: Optional visibility into the AI model's step-by-step reasoning process for complex, multi-step queries requiring logical deduction or calculation.
• Multi-Modal Conversations: Conversations that combine text, images, and files in a single thread, with the AI synthesizing information across modalities.

4.2 Service Tiers

• Free Tier: A limited, unpaid version of the App with restricted credit allocation per period, limited access to premium AI models and features, and subject to fair use rate limits. The specific limits and restrictions of the Free Tier are displayed within the App and in the respective app store listing.
• MELL Pro (Paid Subscription): An auto-renewing subscription tier providing expanded credit allocations, access to additional AI models and advanced features, higher rate limits and priority processing, and potentially other benefits as described at the point of purchase and within the App. Subscription plans, pricing, features, and terms are clearly disclosed before purchase.

4.3 Service Availability and Changes

• We strive to maintain high availability but do not guarantee that the App will be available at all times, uninterrupted, or error-free.
• We reserve the right to modify, add, suspend, replace, or discontinue any feature, AI model, capability, credit pricing, or usage limit at any time with reasonable notice to you.
• For material changes that negatively affect paid subscribers, we will provide at least 30 calendar days' prior notice through the App and/or email.
• We may impose usage limits, throttle request rates, or restrict access to certain features to protect the overall performance, stability, and security of the Service for all users.
• We do not guarantee the continued availability of any specific AI model. Models may be upgraded, replaced, or deprecated as technology evolves and as model providers update their offerings.

5. Your Account and Security

5.1 Your Responsibilities

You are fully and solely responsible for:

• Maintaining the strict confidentiality and security of your account credentials, authentication tokens, and any device used to access the App.
• All activities, actions, transactions, Content generated, and obligations incurred through or under your account, whether authorized by you or not.
• Ensuring that any person who accesses the App through your device, your account, or your credentials is fully aware of and complies with these Terms.
• Taking all reasonable precautions to prevent unauthorized access to your account, including logging out after each session on shared devices, not sharing your authentication credentials with anyone, and securing the email account associated with your App account.

5.2 Security Breach Notification

You must immediately notify us at support@imatrix.tv if you:

• Become aware of or suspect any unauthorized use of, or access to, your account.
• Believe that your account credentials, authentication tokens, or associated email account have been lost, stolen, compromised, or disclosed to any unauthorized person.
• Notice any suspicious, unusual, or unauthorized activity, transactions, or Content associated with your account.

5.3 Limitation of Our Liability for Account Security

We shall not be liable for any loss, damage, cost, or expense arising from:

• Your failure to comply with your account security obligations under this Section.
• Unauthorized use of your account occurring before you notify us of such unauthorized use.
• Your use of a compromised, infected, or insecure device to access the App.
• Your connection to the App over unsecured or public Wi-Fi networks.

You may be held liable for losses, damages, or costs incurred by us or by any other user or third party resulting from unauthorized use of your account that is attributable to your failure to secure your credentials or your negligent or intentional acts or omissions.

6. Subscriptions, Credits, and Payments

6.1 Free Tier Usage

• We offer a Free Tier with limited credit allocations per period (daily, weekly, or monthly as indicated in the App).
• Free Tier access and credit allocations are provided at our sole discretion and may be adjusted, reduced, or discontinued at any time without prior notice (though we make reasonable efforts to communicate material reductions in advance).
• Free Tier usage is subject to fair use limitations designed to prevent abuse, automated access, and disproportionate consumption of shared resources. We reserve the right to rate-limit, throttle, or suspend Free Tier access that, in our reasonable judgment, exceeds normal individual usage patterns.
• Free Tier credits do not roll over to subsequent periods. Unused credits expire at the end of each allocation period.

6.2 MELL Pro Subscription

• MELL Pro is a paid, automatically renewing subscription service. The specific plans, pricing (in your local currency, inclusive of applicable taxes unless otherwise stated), billing period (monthly or annual), included features, credit allocations, and applicable limitations are clearly disclosed at the point of purchase within the App and on the respective app store product page.
• By purchasing a MELL Pro subscription, you expressly authorize us (through the applicable app store) to charge the subscription fee to your selected payment method at the start of each billing period.
• All prices are subject to change. Price changes for existing subscribers are governed by Section 6.7 below.

6.3 Payment Processing

• All payment transactions are processed exclusively by the official app store platform for your device: Google Play (Google LLC) for Android devices, or the Apple App Store (Apple Inc.) for iOS devices.
• By completing a purchase, you agree to the applicable app store's terms of service, payment terms, and privacy policy in addition to these Terms.
• We do not directly collect, receive, process, transmit, or store your complete payment instrument information (such as full credit card number, debit card number, bank account details, CVV, or expiration date). All payment instrument data is handled end-to-end by the app store's secure payment processing infrastructure. We receive only a purchase confirmation, anonymized transaction token, subscription status, and entitlement information from the app store.

6.4 Auto-Renewal

• MELL Pro subscriptions automatically renew at the end of each billing period unless cancelled at least 24 hours before the end of the current period.
• The renewal price will be the then-current price for your subscription plan, unless we have provided notice of a price change in accordance with Section 6.7.
• Your app store account will be charged for the renewal amount within the 24-hour period preceding the end of the current billing period.
• Upon renewal, your subscription continues uninterrupted for the subsequent billing period.

6.5 Cancellation of Subscription

• You may cancel the auto-renewal of your MELL Pro subscription at any time through your app store account settings (Google Play → Subscriptions, or iOS Settings → Apple ID → Subscriptions).
• Cancellation of auto-renewal takes effect at the end of the current billing period. You will continue to have access to all Pro features and benefits until that date. No partial refunds are provided for the unused portion of the current period, except as required by applicable law or the app store's refund policy.
• To avoid being charged for the subsequent period, you must cancel auto-renewal at least 24 hours before the end of the current billing period.
• Deleting the App from your device does NOT cancel your subscription. You must explicitly cancel auto-renewal through your app store account settings. We are not responsible for charges incurred due to failure to cancel auto-renewal before the renewal date.
• If you delete your MELL 4 account (Section 15) while you have an active Pro subscription, your subscription will continue to auto-renew unless you separately cancel it through your app store. Account deletion does not automatically cancel your app store subscription.

6.6 Refund Policy

• Refund eligibility, processing, and timelines are governed exclusively by the refund policy of the app store through which you purchased the subscription.
• Google Play: Google Play Refund Policy
• Apple App Store: Request a Refund from Apple
• We do not have the technical ability to process refunds directly, and we cannot override or influence an app store's refund decision.
• If you believe you are entitled to a refund under applicable consumer protection law that has been denied by the app store, contact us at support@imatrix.tv and we will review your situation.

6.7 Price Changes

• We reserve the right to modify subscription pricing at any time.
• For existing subscribers, we will provide at least 30 calendar days' prior notice of any price increase through the App and/or by email to your registered email address.
• A price increase will take effect at the first renewal after the notice period has elapsed. It will not affect your current (already paid) billing period.
• If you do not agree with a price increase, you must cancel your subscription before the first renewal date after the notice period to avoid being charged at the new price.
• Price decreases, if any, will take effect at the next renewal without requiring prior notice.

6.8 Credits — Virtual Currency

• Credits are a virtual unit of measurement within the App used to meter and control access to AI features and compute resources. Credits are not a currency, virtual currency, stored value instrument, or financial product of any kind.
• Credits have no monetary value, no cash equivalent, and no exchange rate to any real-world currency. Credits cannot be:
• Purchased with real money directly (credits are allocated as part of subscriptions or free tier access, not sold individually);
• Redeemed, exchanged, or converted for cash, credit, or any other form of monetary value;
• Transferred, assigned, sold, gifted, bequeathed, or conveyed to any other user, account, or third party;
• Used outside of the App for any purpose whatsoever.
• Credit consumption rates vary by feature, AI model, request complexity, output length, and other technical factors. Approximate consumption rates are displayed in the App where technically feasible. Actual consumption may differ slightly from estimates.
• Credits allocated in one billing period (for Pro subscribers) or allocation period (for Free Tier users) expire at the end of that period and do not accumulate, carry over, or roll over to subsequent periods. Any unused credits at period end are forfeited.
• We reserve the right to modify credit allocation amounts, credit consumption rates, and the features that consume credits at any time. Material changes will be communicated in advance in accordance with Section 4.3.
• Upon termination of your account for any reason, all remaining credits in your account are immediately and permanently forfeited without compensation. No refund or credit will be provided for unused credits.

6.9 Taxes

You are responsible for any sales, use, value-added (VAT), goods and services (GST), or other applicable taxes, duties, or governmental levies imposed on your subscription purchase, to the extent not already included in the displayed price by the app store. Prices displayed in the App and on the app store include applicable taxes where required by local law. The app store is responsible for determining, collecting, and remitting applicable taxes on your purchase.

7. Acceptable Use Policy

This Acceptable Use Policy ("AUP") is an integral part of these Terms. Your compliance with this AUP is a condition of your license to use the App. Any violation of this AUP constitutes a material breach of these Terms.

7.1 Prohibited Conduct — General

You agree that you will NOT, under any circumstances:

• Use the App for any purpose or in any manner that violates any applicable international, federal, national, state, provincial, or local law, statute, ordinance, regulation, or judicial or administrative order.
• Use the App to engage in, facilitate, promote, encourage, or instruct others in any illegal activity or criminal offense.
• Use the App to generate, distribute, transmit, store, or facilitate any Content that:
  • Depicts, promotes, encourages, or facilitates child sexual abuse or exploitation (CSAM), or any sexual content involving minors. Such use will result in immediate, permanent account termination, mandatory reporting to the National Center for Missing & Exploited Children (NCMEC) and relevant law enforcement authorities, and preservation of all associated data for evidentiary purposes.
  • Depicts, promotes, encourages, or facilitates terrorism, violent extremism, or organized criminal activity.
  • Depicts, promotes, encourages, glorifies, or instructs in violence, self-harm, suicide, or eating disorders.
  • Constitutes harassment, bullying, intimidation, stalking, threats, or abuse directed at any individual or group.
  • Constitutes hate speech, discrimination, vilification, or incitement to hatred against any individual or group based on race, ethnicity, nationality, religion, gender, gender identity, sexual orientation, age, disability, or any other protected characteristic.
  • Is defamatory, libelous, or knowingly false and likely to cause material harm to any person's reputation.
  • Constitutes non-consensual intimate imagery, "deepfake" pornography, "revenge porn," or any sexually explicit content depicting an identifiable individual without their explicit consent.
  • Infringes, misappropriates, or violates any intellectual property, privacy, publicity, or other proprietary right of any person or entity.

7.2 Prohibited Conduct — Security and Integrity

You agree that you will NOT:

• Probe, scan, penetration-test, or otherwise attempt to assess the vulnerability of, or breach the security of, the App, our servers, networks, APIs, or infrastructure.
• Circumvent, disable, bypass, remove, deactivate, impair, or otherwise interfere with any security-related feature, access control, rate-limiting mechanism, digital rights management, or technological protection measure of the App.
• Upload, transmit, distribute, or introduce any viruses, worms, Trojan horses, ransomware, spyware, adware, rootkits, keyloggers, time bombs, logic bombs, or any other form of malicious or harmful code, software, or content.
• Engage in, facilitate, or orchestrate denial-of-service (DoS) or distributed denial-of-service (DDoS) attacks against the App or any related infrastructure.
• Intercept, monitor, modify, redirect, or otherwise interfere with data transmissions between the App and our servers.
• Attempt to reverse-engineer, decompile, disassemble, decode, decrypt, or otherwise attempt to derive or extract the source code, object code, architecture, algorithms, or underlying structure of the App, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction.
• Create derivative works based on, or modify, adapt, translate, or otherwise alter, the App or any portion thereof.
• Access or use the App for the purpose of developing, training, benchmarking, or improving any competing product or service, or any other artificial intelligence or machine learning model or system.

7.3 Prohibited Conduct — Abuse of Service

You agree that you will NOT:

• Use any automated means — including but not limited to robots, spiders, scrapers, crawlers, scripts, browser automation, headless browsers, or any other form of automated data extraction or interaction tool — to access, query, scrape, or otherwise interact with the App without our express prior written authorization.
• Create, maintain, or use multiple free-tier accounts for the purpose of circumventing credit limits, usage restrictions, rate limits, or any other limitation applicable to a single free-tier account.
• Resell, sublicense, rent, lease, timeshare, white-label, or otherwise commercially exploit the App, access to the App, or the AI-Generated Content produced by the App, as a standalone service, API, SaaS platform, or component of any other product or service offered to third parties.
• Systematically and programmatically extract, harvest, collect, or aggregate AI-Generated Content for the purpose of creating, training, fine-tuning, improving, or evaluating any dataset, artificial intelligence model, machine learning system, or natural language processing system.
• Use the App in a manner that imposes, or may impose, in our sole judgment, an unreasonable or disproportionately large load on our infrastructure, degrades performance or availability for other users, or otherwise interferes with the normal operation of the Service.
• Access or attempt to access the App through any interface, method, or channel not intentionally made available and documented by us (i.e., only through the official mobile application distributed via Google Play and Apple App Store).

7.4 Prohibited Conduct — Intellectual Property and Rights of Others

You agree that you will NOT:

• Upload, submit, transmit, or use in prompts any Content that you do not have the legal right to use, reproduce, distribute, or create derivative works from.
• Use the App to generate Content that incorporates, reproduces, or creates derivative works of copyrighted material without authorization from the copyright holder.
• Use the App to impersonate any real person (living or deceased), entity, or organization, or to falsely claim or suggest endorsement, affiliation, or sponsorship by any person or entity.
• Remove, alter, obscure, or modify any copyright, trademark, patent, or other proprietary rights notice, legend, or marking contained in or displayed by the App.

7.5 Enforcement of Acceptable Use Policy

We reserve the right, but assume no affirmative obligation, to:

• Monitor, review, flag, filter, or analyze user activity, prompts, and AI-Generated Content for compliance with this AUP, using both automated systems and manual review.
• Investigate any suspected or alleged violation of this AUP.
• Take any action we deem appropriate in our sole discretion in response to a violation, including but not limited to:
  • Issuing a warning to the user.
  • Removing, blocking, or disabling access to specific Content.
  • Temporarily suspending the user's access to the App or specific features within it.
  • Permanently terminating the user's account.
  • Reporting the violation to relevant law enforcement, regulatory, or governmental authorities.
  • Preserving and disclosing relevant data in response to lawful legal process.
  • Pursuing all available legal and equitable remedies, including injunctive relief and monetary damages.
• Cooperate fully with law enforcement authorities, regulatory bodies, and court orders in investigating and prosecuting violations of this AUP or applicable law.

8. AI-Generated Content — Important Legal Disclaimer

8.1 Nature and Limitations of AI-Generated Content

You expressly acknowledge, understand, and agree that:

• Hallucinations and Factual Errors: AI models may generate Content that is factually incorrect, historically inaccurate, scientifically unfounded, or entirely fabricated. AI models may invent citations, sources, facts, statistics, dates, names, events, and other information that do not exist. They may present fictional information with the same confidence and apparent authority as factual information.
• Knowledge Cutoff and Temporal Limitations: AI models have knowledge cutoff dates — they are not aware of events, developments, discoveries, or information that emerged after their training cutoff date. AI models cannot access or reference real-time information unless you explicitly use the Web Search feature, and even then, search results may be incomplete or outdated.
• Probabilistic Nature: AI models generate Content probabilistically, not deterministically. The same prompt submitted at different times may produce substantially different outputs. Outputs are not reproducible or guaranteed to be consistent.
• Bias and Representation: AI models are trained on large datasets that may contain biases, stereotypes, and imbalances. AI-Generated Content may reflect, amplify, or perpetuate such biases. It is your responsibility to critically evaluate outputs for bias.
• Code and Technical Output: AI-generated code, scripts, queries, formulas, configurations, and other technical Content may contain bugs, errors, security vulnerabilities, inefficient patterns, deprecated APIs, or incompatibilities. You must thoroughly review, test, and validate all AI-generated technical outputs before deploying them in any environment.
• Mathematical and Logical Reasoning: AI models may produce incorrect calculations, flawed logic, or invalid proofs. Never rely on AI-generated mathematical or logical outputs without independent verification.

8.2 High-Risk and Regulated Uses — Strictly Prohibited

You are expressly and strictly prohibited from using the App, or relying on AI-Generated Content produced by the App, for any of the following purposes or in any of the following contexts:

• Medical, Health, and Clinical: Diagnosis, prognosis, or treatment of any disease, illness, injury, or medical condition. Prescribing, recommending, or advising on medications, dosages, supplements, or medical procedures. Interpreting medical images, lab results, or diagnostic tests. Providing mental health therapy, counseling, or crisis intervention. Making any decision that could affect a person's physical or mental health or life expectancy. Always consult a licensed, qualified medical professional.
• Legal and Regulatory: Providing legal advice, legal opinions, or legal representation. Drafting, reviewing, or interpreting contracts, wills, trusts, or other legal instruments. Making determinations about legal rights, obligations, or compliance. Representing or advising a party in any legal proceeding. Always consult a licensed, qualified attorney.
• Financial and Investment: Making investment, trading, or portfolio allocation decisions. Providing financial, investment, tax, or retirement planning advice. Evaluating creditworthiness, underwriting loans, or making lending decisions. Making purchasing decisions involving significant financial commitments. Always consult a licensed, qualified financial advisor.
• Safety-Critical and Life-Safety: Any application, system, device, or context where failure, inaccuracy, or malfunction could lead to death, personal injury, severe environmental damage, or significant property damage. This includes but is not limited to: autonomous vehicles, aviation, medical devices, industrial control systems, emergency services, structural engineering, and nuclear facilities.
• Government, Public Administration, and Civil Rights: Making or influencing decisions about individuals' legal rights, eligibility for government benefits or services, immigration status, law enforcement actions, or any decision with legal or similarly significant effects on individuals.
• Journalism and Publishing Without Verification: Publishing AI-Generated Content as factual reporting without independent human verification and editorial review and without clearly labeling the content as AI-generated.
• Academic Integrity: Submitting AI-Generated Content as your own original work in any academic, educational, certification, or credential-granting context where such submission would violate academic integrity policies.

8.3 No Professional Relationship

Use of the App does not create any professional relationship between you and iMatrix. We are not your doctor, lawyer, financial advisor, therapist, or any other type of licensed professional. No fiduciary duty, professional duty of care, or special relationship of trust and confidence is created by your use of the App.

8.4 Your Sole Responsibility

You are solely and fully responsible for:

• Critically evaluating the accuracy, completeness, appropriateness, safety, and fitness for purpose of any AI-Generated Content before using, relying on, publishing, distributing, or acting upon it.
• Independently verifying any factual claims, citations, calculations, code, or other AI-Generated Content against authoritative, independent, human-reviewed sources.
• Thoroughly reviewing, testing, and auditing any AI-generated code, configuration, formula, or technical output for errors, vulnerabilities, and fitness for purpose before deploying or using it.
• Any and all consequences, losses, damages, claims, liabilities, costs, and expenses (including attorneys' fees) arising from or related to your use of, reliance on, or actions taken based on AI-Generated Content.

8.5 Disclaimer of AI Content Accuracy

THE AI FEATURES, AI MODELS, AND ALL AI-GENERATED CONTENT ARE PROVIDED ON A STRICTLY "AS IS" AND "AS AVAILABLE" BASIS. WE MAKE ABSOLUTELY NO REPRESENTATIONS, WARRANTIES, GUARANTEES, OR ASSURANCES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, CORRECTNESS, COMPLETENESS, RELIABILITY, TIMELINESS, SAFETY, SECURITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY OTHER QUALITY OF AI-GENERATED CONTENT. YOUR USE OF AND RELIANCE ON AI-GENERATED CONTENT IS ENTIRELY AT YOUR OWN RISK.

9. Intellectual Property Rights

9.1 Our Ownership

The App — including but absolutely not limited to its entire software codebase (source code, object code, compiled binaries, and all intermediate forms), system architecture and design, database schemas, algorithms, data models, graphical user interface (including layout, color schemes, typography, iconography, animations, and all visual design elements), text content, logos, trademarks, service marks, trade names, trade dress, domain names (including mell.imatrix.tv), patents and patent applications, trade secrets, know-how, proprietary technologies, documentation, and all associated intellectual property rights of any nature anywhere in the world — is, and shall at all times remain, the exclusive, sole, and absolute intellectual property of the iMatrix team, its successors, and assigns.

The App is protected by the copyright, trademark, patent, trade secret, and other intellectual property and proprietary rights laws of Ukraine, the European Union and its member states, the United States of America, the United Kingdom, and applicable international treaties and conventions, including but not limited to the Berne Convention, the WIPO Copyright Treaty, the WIPO Performances and Phonograms Treaty, the TRIPS Agreement, and the Paris Convention.

All rights not expressly granted to you in these Terms are fully, expressly, and unconditionally reserved by us.

9.2 Limited License to You

Subject to your full and continuing compliance with every provision of these Terms, we grant you a personal, worldwide (except where restricted by applicable sanctions or export control laws), revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable, limited license solely to:

• Download, install, and use the App on a personal mobile device that you own or lawfully control, in executable object code form only, as distributed through the official Google Play Store or Apple App Store.
• Access and use the features and functionality of the App made available to you, solely for your personal, non-commercial purposes, in strict accordance with these Terms and all applicable laws.

This license does not grant you any ownership interest, right, title, or claim in or to the App, our intellectual property, or any AI-Generated Content, except as expressly set forth in Sections 9.3 and 9.4.

9.3 Your Ownership of Your Content

As between you and us, and subject to the license you grant us in Section 10.2 below, you retain full and exclusive ownership of all right, title, and interest in and to Your Content (all text, images, files, documents, prompts, and other materials you upload, submit, or input into the App). We assert and claim absolutely no ownership rights over Your Content. Nothing in these Terms shall be construed as transferring, assigning, or conveying any ownership interest in Your Content from you to us.

9.4 AI-Generated Content — Ownership and Intellectual Property Status

Subject to the underlying AI model providers' terms of service and to the extent permitted by applicable law, you own the specific Content individually generated by the App's AI models in direct response to your specific prompt or input ("Your AI Outputs"). This means, for example, that an image you prompted the AI to generate, or a piece of text the AI wrote in response to your specific query, belongs to you.

10. User Content — License and Responsibilities

10.1 Your Representations and Warranties Regarding Your Content

By uploading, submitting, inputting, or otherwise providing any of Your Content to or through the App, you represent, warrant, and covenant to us that:

• You are the sole and exclusive owner of Your Content, or you have obtained all necessary rights, licenses, consents, permissions, authorizations, and releases (in writing, from every rights holder) required to lawfully use Your Content in the App and to grant us the license described in Section 10.2 below.
• Your Content does not and will not infringe, misappropriate, dilute, or otherwise violate any intellectual property right (including copyright, trademark, patent, trade secret, moral right, or design right), privacy right, publicity right, personality right, contractual right, or any other legal right of any person, entity, or third party anywhere in the world.
• Your Content is not defamatory, libelous, obscene, fraudulent, false, misleading, or otherwise unlawful.
• Your Content fully complies with our Acceptable Use Policy (Section 7) and all applicable laws, regulations, and industry standards.
• You have not misrepresented the origin, source, authorship, or ownership of Your Content.

10.2 License You Grant to Us

By uploading, submitting, inputting, or providing Your Content to or through the App, you hereby grant to iMatrix a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable (through multiple tiers), perpetual (for the duration of the applicable intellectual property rights), and irrevocable license to use, host, store, reproduce, process, adapt, modify, translate, create derivative works of, transmit, display, and distribute Your Content solely and exclusively for the limited purposes of:

• Providing, operating, maintaining, and improving the App's features and functionality for you (such as processing your prompt through AI models, storing your conversation history, displaying your generated media in your gallery).
• Enforcing these Terms, investigating violations, and complying with applicable laws, regulations, legal process, or governmental requests.
• Detecting, preventing, and addressing fraud, security breaches, abuse, and technical issues.

We will never use Your Content (your prompts, uploaded files, documents, or private conversations) to train, fine-tune, or improve any AI model or machine learning system, period.

The license granted in this Section 10.2 automatically terminates with respect to specific Content when you delete that Content from the App or when your account is deleted, except as reasonably necessary for the limited purposes described in our Privacy Policy (Sections 6 and 7 — data retention in backups, anonymized billing records, and logs, which are subject to automatic purge schedules).

10.3 No Obligation to Preserve Content

We have no obligation to store, maintain, back up, or provide you with copies of Your Content or AI-Generated Content, except as expressly set forth in our Privacy Policy (Sections 6 and 7) and as required by applicable law. We strongly recommend that you independently back up any Content that is important to you using your own backup mechanisms. We are not a data backup, storage, or archiving service.

10.4 Our Right to Remove Content

We reserve the right (but assume absolutely no obligation) to, at any time, with or without prior notice, and for any reason or for no reason, in our sole and absolute discretion:

• Review, monitor, pre-screen, flag, filter, refuse to process, refuse to display, remove, delete, or disable access to any Content (whether Your Content or AI-Generated Content).
• Disclose Your Content to law enforcement, regulatory bodies, or third parties in response to verified legal process, in connection with an investigation of suspected illegal activity or violation of these Terms, or to protect our rights, property, or safety, or the rights, property, or safety of our users or the public.

You acknowledge that you bear all risk associated with Your Content, including any reliance on its accuracy, completeness, or appropriateness, and any risk of disclosure of Your Content that makes you or any third party personally identifiable.

11. DMCA / Copyright Infringement Notices

11.1 Policy

We respect the intellectual property rights of others and expect our users to do the same. It is our policy to respond to clear, complete, and valid notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act of 1998 (17 U.S.C. § 512) ("DMCA") and equivalent provisions under other applicable laws. In appropriate circumstances, we will terminate the accounts of users who are repeat infringers.

11.2 DMCA Takedown Notice

If you believe in good faith that any Content available through the App infringes your copyright, you (or your authorized agent) may submit a written notification to our designated Copyright Agent containing all of the following information, as required by 17 U.S.C. § 512(c)(3):

• A physical or electronic signature of the copyright owner or a person authorized to act on their behalf.
• Identification of the copyrighted work(s) claimed to have been infringed. If multiple copyrighted works are covered by a single notice, a representative list of such works.
• Identification of the material that is claimed to be infringing, and information reasonably sufficient to permit us to locate the material within the App (including, for example, the URL, the user account, and/or the specific AI conversation or media file).
• Information reasonably sufficient to permit us to contact you: your full legal name, physical address, telephone number, and email address.
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or applicable law.
• A statement, made under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner.

11.3 DMCA Counter-Notification

If you believe that Content you submitted was removed or disabled as a result of a mistake or misidentification, you may submit a written counter-notification. Upon receipt of a valid counter-notification, we will forward it to the original complaining party and may restore the removed Content within 10-14 business days unless the complaining party notifies us that they have filed a court action.

11.4 False Claims

Please be aware that under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material is infringing, or that material was removed by mistake or misidentification, may be liable for damages, including costs and attorneys' fees. If you are unsure whether material infringes your copyright, we recommend consulting an attorney before submitting a notice.

12. Third-Party Services, Links, and Integrations

12.1 App Store Providers

The App is distributed exclusively through the official Google Play Store (Google LLC, for Android) and Apple App Store (Apple Inc., for iOS). Your download, installation, and in-app purchases are also subject to the applicable app store's own terms of service, policies, and license agreements. In the event of any conflict between these Terms and the app store's terms, the app store's terms shall govern with respect to your relationship with the app store, and these Terms shall govern with respect to your relationship with us.

12.2 Integrated Third-Party Services

The App integrates with and relies upon the following third-party services to deliver its functionality. Each of these services is operated by an independent third party over which we have no control:

• Google Firebase (Firebase Authentication, Firestore database, Cloud Messaging, Cloud Functions) — Privacy Policy | Terms of Service
• RevenueCat (subscription management, purchase validation, entitlement tracking) — Privacy Policy | Terms of Service
• Google Gemini API (AI model inference for chat, vision, document understanding) — Terms of Service
• DeepSeek API (AI model inference for text generation and reasoning) — terms available on the DeepSeek platform
• Google Sign-In (OAuth 2.0 authentication provider) — Privacy Policy

12.3 No Third-Party Endorsement or Liability

We do not endorse, control, guarantee, or assume any responsibility or liability for any third-party service, product, website, content, advertising, privacy practice, term, or policy. Your interactions and transactions with any third-party service provider are solely between you and that third party. We strongly encourage you to review each third party's terms of service and privacy policy before using their services. We shall not be a party to, or in any way responsible for, monitoring any transaction or dispute between you and any third-party service provider.

12.4 Links to Third-Party Websites and Resources

The App or AI-Generated Content may contain links to third-party websites, resources, content, or services that are not owned, operated, or controlled by us. We provide such links solely as a convenience and their inclusion does not imply our endorsement, approval, or verification. You access and use any third-party website or resource entirely at your own risk. We are not responsible for the content, accuracy, legality, or practices of any third-party website or resource. You should review the terms and privacy policy of any third-party website you visit.

13. Privacy and Data Protection

13.1 Our Privacy Policy

Your privacy is critically important to us. Our collection, use, storage, sharing, retention, and deletion of your personal data are governed by our Privacy Policy, which is fully incorporated into these Terms by this reference and forms an integral, binding part of this Agreement. By using the App, you expressly acknowledge that you have read, understood, and consent to the practices described in our Privacy Policy.

13.2 Key Privacy Points

Without limiting the full scope of our Privacy Policy, we draw your attention to the following key points:

• We collect and process your data only for the specific, limited purposes described in our Privacy Policy. We never sell your personal data.
• We implement comprehensive technical and organizational security measures to protect your data, as detailed in our Privacy Policy (Section 5).
• You have the right to access, correct, export, and delete your personal data. For full details, see our Privacy Policy (Sections 7 and 12).
• Your data is retained only as long as necessary and is deleted in accordance with the retention schedule in our Privacy Policy (Section 6).
• You may have specific rights under the GDPR (EU/UK), CCPA (California), LGPD (Brazil), PIPEDA (Canada), and other privacy laws. Your rights are detailed in our Privacy Policy (Section 12).

13.3 Consent to Data Processing

By using the App, you expressly consent to the collection, use, storage, and processing of your personal data as described in our Privacy Policy. Where processing is based on consent under applicable data protection law, you may withdraw your consent at any time. Withdrawal of consent does not affect the lawfulness of processing based on consent before its withdrawal.

14. Export Controls and Sanctions Compliance

14.1 Trade Compliance

The App, the underlying software, and the AI technologies it utilizes may be subject to export control and economic sanctions laws and regulations of Ukraine, the European Union and its member states, the United States of America (including the Export Administration Regulations ("EAR") administered by the U.S. Department of Commerce's Bureau of Industry and Security, and the International Traffic in Arms Regulations ("ITAR") administered by the U.S. Department of State), the United Kingdom, and other applicable jurisdictions.

14.2 Your Compliance Obligations

You represent, warrant, and covenant that:

• You are not located in, organized under the laws of, or ordinarily resident in, any country, region, or territory that is the subject or target of comprehensive economic or trade sanctions imposed by the United Nations, the European Union, the United Kingdom, or the United States of America (including, as of the effective date of these Terms, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People's Republic (DNR), and the so-called Luhansk People's Republic (LNR)).
• You are not identified on, owned or controlled by, or acting on behalf of any person or entity identified on, any applicable government sanctions list, denied party list, or restricted party list (including but not limited to the U.S. Treasury Department's Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons (SDN) List, the U.S. Commerce Department's Entity List and Denied Persons List, the EU Consolidated List of persons subject to restrictive measures, and the UK Sanctions List).
• You will not use, export, re-export, transfer, divert, or otherwise dispose of the App, any AI-Generated Content, or any direct product thereof, to any destination, end-user, or for any end-use prohibited by applicable export control or sanctions laws.

14.3 No Use for Prohibited End-Uses

You shall not use the App, any AI-Generated Content, or any direct product of the App for any purpose or in connection with any activity that is prohibited by applicable export control or sanctions laws, including but not limited to activities related to weapons of mass destruction (nuclear, chemical, or biological weapons, or missile technology), military end-uses or end-users in embargoed countries, or activities supporting human rights abuses or repression.

15. Termination and Suspension

15.1 Termination by You

You may terminate these Terms and your relationship with us at any time, with or without cause, by:

• Deleting your account through the App: navigate to Settings → Account → "Delete Account" and follow the confirmation steps. This permanently deletes your account and all associated data in accordance with our Privacy Policy (Sections 6 and 7).
• Sending a written account deletion request to support@imatrix.tv from the email address associated with your account. We will process your deletion request within 14 calendar days.

Before deleting your account, we strongly recommend that you export any data you wish to keep (instructions in our Privacy Policy, Section 7.4) and separately cancel any active MELL Pro subscription through your app store account settings (as described in Section 6.5 above). Account deletion does not automatically cancel your app store subscription.

15.2 Suspension and Termination by Us

We reserve the right, at any time, with or without prior notice, and for any lawful reason or for no reason, in our sole discretion, to:

• Suspend your access to the App (or any portion, feature, or functionality thereof), either temporarily or indefinitely.
• Limit, restrict, or throttle your usage of the App.
• Permanently terminate your account and your right to access and use the App.

Grounds for suspension or termination include, but are not limited to:

• Violation of any provision of these Terms, including the Acceptable Use Policy (Section 7).
• Engagement in illegal, fraudulent, abusive, harassing, harmful, or unethical activity through or in connection with the App.
• Your use of the App creates an actual or potential risk of harm, legal liability, regulatory action, or reputational damage to us, our other users, or any third party.
• You fail to pay subscription fees when due, or your payment method is declined, and you do not resolve the issue within a reasonable grace period.
• Your account remains inactive for an extended period (typically 24 consecutive months). We will attempt to notify you before termination for inactivity.
• We are required to do so by applicable law, regulation, court order, or a lawful request from a regulatory or law enforcement authority.
• We decide, in our business judgment, to discontinue the App or the relevant service tier.

15.3 Effect of Termination

Upon termination of your account (for any reason):

• Your right and license to access and use the App immediately and permanently terminates. You must immediately cease all use of the App.
• Your account is deactivated. You will be logged out of all active sessions. You will be unable to log back in.
• All credits remaining in your account are immediately and permanently forfeited. No refund, credit, or compensation will be provided for unused credits, except as may be required by applicable law.
• Your Personal Data is handled in accordance with our Privacy Policy (Sections 6 and 7): profile, chats, media, and preferences are deleted within 30 days; billing records are anonymized; backups are purged within the subsequent backup rotation cycle.
• If you have an active MELL Pro subscription at the time of account deletion, your subscription will continue to auto-renew and you will continue to be charged unless you separately cancel it through your app store account settings. We cannot cancel your app store subscription on your behalf, and we bear no responsibility for subscription charges incurred after account deletion due to your failure to separately cancel your subscription.

15.4 Survival

The following provisions of these Terms shall survive any termination or expiration of this Agreement and shall continue in full force and effect indefinitely: Sections 1 (Acceptance), 2 (Definitions), 7 (Acceptable Use Policy), 8 (AI-Generated Content Disclaimer), 9 (Intellectual Property), 10 (User Content License), 12.3 (No Third-Party Liability), 13 (Privacy and Data Protection), 14 (Export Controls), 15 (Termination), 16 (Disclaimer of Warranties), 17 (Limitation of Liability), 18 (Indemnification), 19 (Dispute Resolution), 20 (Changes to Terms), 21 (General Provisions), and 22 (Contact Information), and any other provisions which by their nature and purpose should reasonably survive termination.

16. Disclaimer of Warranties

16.1 "As Is" and "As Available" Basis

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP, ALL ASSOCIATED SOFTWARE, ALL SERVICES, ALL FEATURES, ALL CONTENT (INCLUDING, WITHOUT LIMITATION, ALL AI-GENERATED CONTENT), ALL DATA, ALL DOCUMENTATION, AND ALL MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE APP ARE PROVIDED STRICTLY AND EXCLUSIVELY ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, DEFECTS, AND ERRORS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION OF ANY NATURE OR KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

16.2 Disclaimer of All Implied Warranties

To the fullest extent permissible under applicable law, we hereby expressly disclaim, exclude, and negate any and all warranties, representations, conditions, and guarantees of any kind, whether express, implied, statutory, or arising from course of dealing, course of performance, or usage of trade, including but not limited to the implied warranties of:

• Merchantability — that the App is fit for ordinary commercial purposes.
• Fitness for a particular purpose — that the App will meet your specific needs, requirements, or expectations.
• Title and non-infringement — that the App or AI-Generated Content does not infringe third-party intellectual property rights.
• Quiet enjoyment — that your use of the App will be free from third-party claims or interference.
• Accuracy, completeness, and reliability of data or content.
• System integration and compatibility — that the App will work with your specific device, operating system, network, or other software or hardware configuration.
• Uninterrupted, timely, secure, or error-free operation — that the App will be continuously available, secure, or free from errors, bugs, defects, viruses, or other harmful components.
• Correction of defects, errors, or bugs.

16.3 Specific Disclaimers

Without limiting the generality of the foregoing, we specifically disclaim any warranty that:

• The App will operate without interruption, downtime, or performance degradation.
• The App is completely secure from unauthorized access, data breaches, or cyberattacks, despite our implementation of industry-standard security measures.
• AI-Generated Content is accurate, factual, complete, reliable, current, safe, appropriate, or non-infringing.
• Any errors, bugs, inaccuracies, or defects in the App or in AI-Generated Content will be identified or corrected.
• The App is compatible with or will perform correctly on your specific mobile device model, operating system version, or in your geographic region or network environment.
• Any particular AI model, feature, capability, or credit pricing will continue to be available indefinitely.

16.4 Your Acknowledgement

You expressly acknowledge and agree that:

• You have relied on no warranty, representation, or statement other than those expressly set forth in these Terms.
• Your use of the App and any AI-Generated Content is at your sole discretion, judgment, and risk.
• You will be solely responsible for any damage to your device, loss of data, or any other harm that results from your use of the App.
• You have been advised of these disclaimers and have had the opportunity to seek independent legal advice regarding them.

16.5 Jurisdictional Limitations

Some jurisdictions do not allow the disclaimer of implied warranties or the exclusion of certain warranties. In such jurisdictions, the above disclaimers and exclusions shall apply to you only to the maximum extent permitted by applicable law, and any warranties that cannot be disclaimed under such law shall be limited to the minimum duration and scope required by such law.

17. Limitation of Liability

17.1 Exclusion of Certain Categories of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL OR EQUITABLE THEORY WHATSOEVER (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, AND STRICT LIABILITY), STATUTE, WARRANTY, INDEMNITY, OR ANY OTHER THEORY OF LIABILITY) SHALL WE, NOR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, LICENSORS, OR SERVICE PROVIDERS, BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY:

• Indirect, incidental, special, consequential, exemplary, punitive, enhanced, or multiplied damages of any kind whatsoever.
• Loss of profits, revenue, income, business, contracts, or anticipated savings.
• Loss of, corruption of, or damage to data, databases, content, or software.
• Loss of goodwill, reputation, or business opportunity.
• Cost of procurement of substitute goods, services, or technology.
• Damages for business interruption, loss of use, or loss of production.
• Damages resulting from reliance on, use of, or inability to use AI-Generated Content, including but not limited to any decision made or action taken or not taken in reliance on AI-Generated Content.
• Damages resulting from interruption, delay, suspension, unavailability, degradation, error, or inaccuracy of the App or any service, feature, or Content.
• Personal injury, bodily harm, emotional distress, or property damage of any nature.
• Damages arising from defamation, libel, slander, invasion of privacy, or publicity rights violations related to AI-Generated Content.
• Any other loss or damage of any kind, however caused and regardless of the theory of liability.

THIS EXCLUSION APPLIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR UNFORESEEABLE, AND EVEN IF WE HAVE BEEN EXPRESSLY ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 Aggregate Liability Cap

Notwithstanding anything to the contrary in these Terms, to the maximum extent permitted by applicable law, our total, aggregate, cumulative liability to you for any and all claims, demands, causes of action, losses, damages, costs, and expenses of any kind whatsoever, arising out of or in any way connected with these Terms, your use of or inability to use the App, any AI-Generated Content, or the subject matter of this Agreement, regardless of the legal or equitable theory, shall not exceed the greater of:

• The total amount you have actually paid to us for MELL Pro subscription fees in the twelve (12) consecutive calendar months immediately preceding the date on which the first event giving rise to liability occurred; or
• Fifty United States dollars ($50.00 USD), if you have paid no MELL Pro subscription fees in the preceding twelve months.

The existence of one or more claims shall not enlarge this limit. This limitation of liability is an essential basis of the bargain between you and us and reflects a fair allocation of risk. We would not be able to provide the App on an economically viable basis without this limitation.

17.3 Exceptions — Liability Not Excluded or Limited

Nothing in these Terms shall exclude, limit, or restrict our liability for:

• Death or personal injury caused by our negligence or willful misconduct, to the extent that applicable law prohibits such exclusion or limitation.
• Fraud, fraudulent misrepresentation, or willful misconduct.
• Any other liability that cannot lawfully be excluded, limited, or disclaimed under the mandatory provisions of applicable law.

In such cases, our liability shall be limited to the maximum extent permitted by applicable law.

17.4 Basis of the Bargain

You expressly acknowledge and agree that:

• The disclaimers, exclusions, and limitations of liability set forth in these Terms form an essential, material, and fundamental basis of the bargain between you and us.
• The limitations of liability reflect a fair, reasonable, and commercially acceptable allocation of risk between the parties, given the nature of the App as an AI-powered service with inherent unpredictability and the fees charged (or not charged, in the case of Free Tier users).
• We have set our prices, offered our services, and entered into this Agreement in reliance upon these disclaimers, exclusions, and limitations of liability.
• These provisions allocate the risks between the parties, and the pricing and other terms and conditions reflect this allocation of risk.

18. Indemnification

18.1 Your Indemnity

You agree to defend (at our option), indemnify, protect, and hold completely harmless us, and each of our past, present, and future directors, officers, shareholders, employees, agents, contractors, representatives, affiliates, subsidiaries, parent companies, partners, joint venturers, successors, assigns, suppliers, licensors, and service providers (collectively, the "Indemnified Parties"), from and against any and all claims, demands, causes of action, lawsuits, legal proceedings, investigations, inquiries, damages, losses, liabilities, judgments, settlements, awards, penalties, fines, costs, and expenses of any nature and kind whatsoever (including, without limitation, reasonable attorneys' fees and costs, expert witness fees, court costs, and out-of-pocket litigation expenses) (collectively, "Losses") arising out of, resulting from, or in any way connected with:

• Your use of, access to, or activities in connection with the App.
• Your violation, breach, or alleged violation or breach of any provision of these Terms, including without limitation the Acceptable Use Policy (Section 7).
• Your violation of any applicable law, statute, regulation, ordinance, rule, code, or order of any governmental or regulatory authority.
• Your violation, infringement, or misappropriation of any intellectual property right, privacy right, publicity right, personality right, contractual right, or any other right of any person, entity, or third party.
• Your Content, including without limitation any claim, allegation, or assertion that Your Content:
  • Infringes, misappropriates, or violates any copyright, trademark, patent, trade secret, moral right, or other intellectual property right;
  • Is defamatory, libelous, obscene, harassing, or otherwise tortious;
  • Violates any person's right of privacy, publicity, or personality;
  • Causes harm, injury, damage, or loss to any person or property.
• Your reliance on or use of AI-Generated Content, including without limitation any decision made, action taken, or action not taken in reliance on such Content, and any damages, losses, injuries, or consequences of any kind resulting therefrom.
• Any dispute between you and any third party (including any other user) arising from or related to the App.

18.2 Control of Defense and Settlement

We reserve the right, at our own expense and at our sole discretion, to assume the exclusive defense and control of any matter, claim, or proceeding otherwise subject to indemnification by you under this Section. In such event:

• You shall fully cooperate with us, at your own expense, in the defense of such matter, including by providing all reasonably requested information, documents, and assistance.
• You shall not settle, compromise, admit liability, or make any payment in connection with any such matter without our express prior written consent, which consent shall not be unreasonably withheld or delayed.
• Our assumption of the defense of a matter does not waive or diminish our right to seek indemnification from you for Losses related to that matter, except to the extent that the Losses are directly and solely caused by our own negligence in the conduct of the defense.

19. Dispute Resolution and Governing Law

19.1 Governing Law

These Terms, and any and all disputes, claims, causes of action, or controversies of any nature whatsoever arising out of, relating to, or in connection with these Terms, your use of the App, any AI-Generated Content, or the relationship between you and us (whether arising in contract, tort, statute, regulation, or any other legal or equitable theory, and whether arising during or after the term of this Agreement), shall be exclusively governed by, construed in accordance with, and enforced under the internal substantive laws of Ukraine, without regard to or application of its conflict of law rules or principles, and without regard to the United Nations Convention on Contracts for the International Sale of Goods (CISG), the application of which is expressly excluded.

Consumer Exception: If you are a consumer residing in the European Union, the United Kingdom, Norway, Iceland, or Liechtenstein, and the laws of your country of residence provide you with mandatory consumer protections that are more favorable to you than those provided under Ukrainian law, then those mandatory consumer protection provisions of your country of residence shall apply and shall not be limited or excluded by this choice of law provision. You may bring a claim in the courts of your country of residence.

19.2 Mandatory Informal Dispute Resolution

Before initiating any arbitration, litigation, or other formal legal proceeding against us, you agree to first attempt to resolve the dispute informally and in good faith. To initiate informal resolution:

1. Send a detailed written notice to support@imatrix.tv with the subject line "Dispute Notice — MELL 4". The notice must include: your full name, the email address associated with your account, a detailed, specific description of the nature and basis of your dispute or claim, the specific relief or remedy you are seeking, and any supporting documentation.
2. We will acknowledge receipt within 5 business days and will attempt in good faith to resolve the dispute through informal negotiation.
3. If the dispute is not resolved within 60 calendar days from the date we receive your notice, either party may proceed to file a formal claim.

Any applicable statute of limitations shall be tolled during this informal resolution period.

19.3 Arbitration Agreement and Class Action Waiver (United States Users)

THIS SECTION APPLIES ONLY TO USERS RESIDENT IN THE UNITED STATES OF AMERICA.

You and we each agree that any and all disputes, claims, or controversies arising out of or relating to these Terms or the App shall be resolved exclusively through final, binding, individual (non-class, non-representative) arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (available at www.adr.org) in effect at the time the arbitration is filed, rather than in court.

• Individual Basis Only: All disputes must be resolved on an individual basis only. You expressly and unconditionally waive any and all rights to participate in, bring, or serve as a representative or member of any class action, collective action, mass action, private attorney general action, consolidated proceeding, or any other representative or multi-party proceeding of any kind. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative, class, or collective proceeding.
• Jury Trial Waiver: You and we each hereby irrevocably and unconditionally waive any and all rights to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to these Terms or the App.
• Arbitration Location and Procedure: The arbitration shall be conducted virtually (by videoconference) unless the arbitrator determines that an in-person hearing is necessary, in which case the hearing shall be held in a mutually convenient location or as determined by the arbitrator. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
• Small Claims Court Exception: Notwithstanding the foregoing, either party retains the right to bring an individual claim in small claims court in the United States, provided the claim is within the small claims court's jurisdictional limit and is brought and maintained solely on an individual basis.
• Severability of Class Action Waiver: If the class action waiver in this Section is found to be unenforceable or invalid by a court of competent jurisdiction (after exhaustion of all appeals), then the entirety of this arbitration provision shall be null and void, and any dispute shall be resolved in court. If any other portion of this arbitration provision is found unenforceable, the remainder shall remain in full force and effect.

19.4 Dispute Resolution — European Union, United Kingdom, and Other Jurisdictions

For users located outside the United States, disputes shall be resolved in the competent courts of the user's country of residence or, if the user prefers, through alternative dispute resolution mechanisms available in their jurisdiction.

If you are a consumer residing in the European Union, you may also access the European Commission's Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr, which provides information about alternative dispute resolution, and which may be used for resolving disputes related to online services.

19.5 Limitation on Time to Bring Claims

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM, CAUSE OF ACTION, OR DISPUTE ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS OR THE APP MUST BE FORMALLY COMMENCED (BY FILING IN COURT OR SUBMITTING TO ARBITRATION) WITHIN ONE (1) YEAR AFTER THE DATE ON WHICH THE FACTS GIVING RISE TO THE CLAIM, CAUSE OF ACTION, OR DISPUTE FIRST OCCURRED, REGARDLESS OF WHETHER YOU WERE AWARE OF THOSE FACTS AT THAT TIME. Failure to commence within this one-year period shall result in the claim, cause of action, or dispute being permanently and irrevocably barred, regardless of any statute of limitations or other law to the contrary.

19.6 Prevailing Party

In any litigation, arbitration, or other proceeding arising out of or related to these Terms, the substantially prevailing party shall be entitled to recover from the other party its reasonable costs and expenses incurred in connection with such proceeding, including reasonable attorneys' fees, expert witness fees, and court or arbitration filing fees, to the maximum extent permitted by applicable law.

19.7 Equitable Relief

Notwithstanding the foregoing dispute resolution provisions, we may seek injunctive relief, specific performance, or other equitable remedies in any court of competent jurisdiction to enforce these Terms, protect our intellectual property rights, or prevent imminent and irreparable harm, without the need to post bond or prove actual damages.

20. Changes to These Terms

20.1 Right to Modify

We reserve the right, at any time and from time to time, in our sole and absolute discretion, to modify, amend, supplement, restate, or replace these Terms, in whole or in part. Such modifications will become effective as set forth below.

20.2 Notice of Material Changes

• For material changes (changes that we reasonably determine could affect your rights, obligations, or use of the App): We will provide you with notice through the App (via an in-app notification, interstitial, or prominent banner displayed when you open the App) and, for significant material changes, by email to the email address associated with your account. Notice will be provided at least 14 calendar days in advance of the effective date of the changes.
• For non-material changes (minor clarifications, typographical corrections, formatting improvements, or other changes that do not affect your rights or obligations): We may make such changes without prior notice. The updated Terms will be posted on this page with a revised "Last updated" date.

20.3 Your Options Upon Material Change

If you do not agree to any material change to these Terms:

• Your sole and exclusive remedy is to stop using the App, cancel any active subscription through your app store account settings, and delete your account before the effective date of the changes.
• If you do not delete your account before the effective date, your continued use of the App on or after the effective date will constitute your binding, irrevocable, and unconditional acceptance of the modified Terms.

We recommend that you periodically review this page (https://mell.imatrix.tv/terms) to stay informed of any updates.

20.4 Archived Versions

Previous versions of these Terms are available upon request by emailing support@imatrix.tv. Unless otherwise specified, the most current version of these Terms posted at https://mell.imatrix.tv/terms shall supersede and replace all prior versions.

21. General Provisions

21.1 Entire Agreement

These Terms, together with our Privacy Policy, any additional terms, policies, guidelines, or rules referenced herein, and any subscription-specific terms agreed to at the point of purchase, constitute the sole, complete, exclusive, and entire agreement and understanding between you and us with respect to the subject matter hereof and supersede, replace, and extinguish all prior and contemporaneous agreements, understandings, negotiations, representations, warranties, communications, and proposals of any nature, whether written or oral, express or implied, between you and us relating to the App and the subject matter of these Terms.

21.2 Severability

If any provision, or portion thereof, of these Terms is determined by a court, arbitrator, or other tribunal of competent jurisdiction to be invalid, illegal, unlawful, void, or unenforceable under applicable law in any jurisdiction:

• That provision, or portion thereof, shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent and economic effect to the maximum extent possible.
• If modification is not feasible, the provision, or portion thereof, shall be severed from these Terms in that jurisdiction only.
• The invalidity, illegality, or unenforceability of any provision in any jurisdiction shall not affect the validity, legality, or enforceability of (a) that provision in any other jurisdiction, or (b) any other provision of these Terms in any jurisdiction.
• The remaining provisions of these Terms shall continue in full force and effect.

21.3 Waiver

Our failure or delay at any time to insist upon strict performance of any provision of these Terms, or to exercise any right, power, or remedy provided under these Terms or at law or in equity, shall not constitute or be construed as:

• A waiver, relinquishment, or abandonment of that provision, right, power, or remedy.
• A waiver of any subsequent breach or default of that provision or any other provision.
• A course of dealing or performance modifying these Terms.

Any waiver by us of any provision of these Terms, or of any breach or default hereunder, must be expressly set forth in a written instrument signed by a duly authorized representative of iMatrix. No oral waiver shall be valid or enforceable. A waiver of any breach shall not constitute a waiver of any other or subsequent breach, whether of the same or a different nature.

21.4 Assignment

• You may not assign, transfer, delegate, subcontract, or otherwise convey any of your rights, duties, or obligations under these Terms, in whole or in part, whether by operation of law, merger, acquisition, change of control, or otherwise, without our express prior written consent. Any attempted assignment in violation of this provision shall be null, void, and of no force or effect.
• We may freely assign, transfer, delegate, or subcontract any or all of our rights, duties, and obligations under these Terms, in whole or in part, without restriction and without your consent, including without limitation in connection with a merger, consolidation, reorganization, acquisition, sale of all or substantially all of our assets or equity, change of control, or any similar transaction. Upon any such assignment, we shall be fully released from all obligations hereunder, and the assignee shall succeed to all of our rights and assume all of our obligations.
• Subject to the foregoing, these Terms shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective permitted successors, heirs, executors, administrators, legal representatives, and assigns.

21.5 Force Majeure

We shall not be in breach of these Terms, nor liable to you for any failure, delay, or inadequacy in performance under these Terms, to the extent that such failure, delay, or inadequacy is caused by or results from any cause, event, circumstance, or condition beyond our reasonable control, including but not limited to:

• Acts of God, natural disasters, earthquakes, floods, fires, storms, or extreme weather events.
• War, terrorism, civil unrest, riots, insurrection, revolution, military action, or sabotage.
• Pandemic, epidemic, public health emergency, or quarantine.
• Government action, law, regulation, executive order, embargo, sanction, or judicial order.
• Labor disputes, strikes, lockouts, or other industrial disturbances (whether involving our employees or those of a third party).
• Internet, telecommunications, or utility failures, outages, or disruptions.
• Cyberattacks, distributed denial-of-service (DDoS) attacks, hacking, or other malicious third-party actions, despite implementation of industry-standard security measures.
• Failure, interruption, or degradation of third-party services, APIs, cloud infrastructure, hosting providers, or AI model provider platforms upon which the App depends.
• Power outages, hardware failures, or data center incidents.

In the event of a force majeure condition, we will use commercially reasonable efforts to resume performance as soon as practicable under the circumstances.

21.6 Relationship of the Parties

Nothing in these Terms shall be deemed or construed to create, establish, or imply:

• A partnership, joint venture, or joint enterprise between you and us.
• An employment, agency, or franchise relationship between you and us.
• A fiduciary duty or any other special relationship of trust and confidence between you and us.

You have no authority whatsoever, express or implied, to bind, obligate, or represent us in any respect or to incur any liability, debt, or obligation on our behalf. We are independent contractors, and nothing in these Terms shall be construed otherwise.

21.7 Third-Party Beneficiaries

These Terms are entered into solely for the benefit of you and us. Except as expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms, and no person or entity not a party to these Terms shall have any right, claim, or cause of action under or by reason of these Terms. Notwithstanding the foregoing:

• The Indemnified Parties (defined in Section 18.1) are express third-party beneficiaries of the indemnification provisions of Section 18 and the disclaimers and limitations of liability in Sections 16 and 17.
• Our suppliers, licensors, and service providers are express third-party beneficiaries of the disclaimers of warranties (Section 16) and limitations of liability (Section 17).

21.8 Notices

Any notice, request, consent, demand, or other communication required or permitted under these Terms shall be in writing.

• Notices to you: We may provide notices to you through the App (via in-app notification, interstitial screen, banner, or posting in the Settings area), by email to the email address associated with your account, or by posting on our website at https://mell.imatrix.tv. Notice by email shall be deemed given 24 hours after the email is sent (provided we do not receive a bounce-back or delivery failure notification). Notice provided through the App shall be deemed given when you next open or access the App. You are responsible for keeping your contact email address current and for regularly checking for notices.
• Notices to us: Notices to us must be sent by email to support@imatrix.tv. We may designate additional or alternative contact methods by posting updated information on our website. Notices to us shall be deemed given when we acknowledge receipt by email reply.

21.9 Headings and Interpretation

The section headings, subheadings, and titles in these Terms are for convenience of reference only and have no legal or contractual effect. They shall not be used in interpreting, construing, or applying any provision of these Terms. The words "including," "includes," and "include" shall be deemed to be followed by the phrase "without limitation" unless explicitly qualified. The word "or" shall be interpreted in its inclusive sense ("A or B" means A or B or both) unless explicitly stated as exclusive. Any reference to applicable law shall include that law as amended, re-enacted, or replaced from time to time.

21.10 Language

These Terms are written in the English language. Any translation of these Terms into any other language is provided solely for convenience and reference purposes. In the event of any conflict, inconsistency, or ambiguity between the English version and any translated version, the English version shall absolutely prevail and shall be the sole authoritative and controlling version for all purposes, including interpretation, construction, and enforcement.

21.11 No Right of Survivorship and Non-Transferability

You acknowledge and agree that your account and your rights under these Terms are personal to you and shall terminate upon your death. Upon receipt of a copy of a valid death certificate, your account and all associated Content may be permanently and irrevocably terminated and deleted in accordance with our Privacy Policy.

21.12 Electronic Signatures

You agree that your electronic acceptance of these Terms (by clicking "I agree," creating an account, or using the App) constitutes your valid and binding electronic signature, having the same legal force and effect as a handwritten signature, and that these Terms constitute a valid, binding, and enforceable electronic contract.

22. Contact Information

For any questions, concerns, complaints, feedback, or legal notices regarding these Terms of Service, the App, or your relationship with us:

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