Terms of Service

1. Agreement to these Terms

These Terms of Service (the “Terms”) form a binding contract between you (“you”) and [Studio Tools, Inc.] (“Studio Tools”, “we”, “us”, “our”), governing your access to and use of the Studio Render desktop application, the studiotools.app website, our backend rendering API, and any related services (collectively, the “Service”).

By downloading, installing, accessing, or using the Service, by clicking “I agree” (or similar), or by purchasing credits, you agree to be bound by these Terms, our Privacy Policy, Refunds Policy, End User License Agreement (EULA), Acceptable Use Policy, and DMCA Policy, each incorporated by reference. If you do not agree, do not use the Service.

2. Eligibility

You may use the Service only if:

• you are at least 16 years old (or the age of digital consent in your jurisdiction, whichever is higher) and have the legal capacity to enter into these Terms;
• you are not barred from receiving services under the laws of the United States, the European Union, the United Kingdom, or any other applicable jurisdiction;
• you are not located in, organised under the laws of, or ordinarily resident in any country or region subject to comprehensive United States or applicable export sanctions, and you are not on any restricted-party list (OFAC SDN, EU Consolidated List, UK Sanctions List, or similar); and
• you will not use the Service in violation of any law or to develop competing products.

If you use the Service on behalf of an organisation, you represent that you are authorised to bind that organisation, in which case “you” also refers to that organisation.

3. Accounts and credentials

To use the Service you must register an account and receive a license key. You agree to provide accurate information, to keep it current, and to maintain the security of your license key. You are responsible for all activity that occurs through your account, including credit consumption.

We may refuse, suspend, or terminate any account at our sole discretion in accordance with Section 12.

4. The Service

Studio Render is a desktop application that allows you to generate images from text prompts and source images using artificial-intelligence models accessed through our backend. The Service is provided as is and as available, subject to Section 13.

We may add, remove, modify, or discontinue features, models, presets, or any other component of the Service at any time, with or without notice. Continued use after a change constitutes acceptance of the change.

5. Credits, fees, and billing

Access to image generation requires “Credits”. One Credit normally entitles you to one render request, subject to the Service's current pricing rules and availability of underlying models. Credits:

• are non-refundable except as required by mandatory consumer-protection law (see Section 7);
• have no cash value, are not transferable, and may not be sold, gifted, traded, or resold;
• may be consumed only by the licensed user to whom they were issued;
• are tracked on our servers and the on-screen balance is for convenience only — the server-side ledger is authoritative;
• do not expire under their original purchase terms, but may be forfeited if your account is terminated for breach (see Section 12).

All fees are stated in U.S. dollars unless we expressly state otherwise. You authorise our payment processor to charge the payment method you provide for all amounts due, including any applicable taxes. You are responsible for any taxes, levies, or duties imposed by tax authorities, except for taxes on our net income.

Failed renders caused by server-side errors are not deducted from your balance. If you believe credits were deducted in error, contact us under Section 21.

6. Discounts, promotions, and trials

We may from time to time offer discounts, promotional codes, beta access, or free trial credits (collectively, “Promotions”). Each Promotion is:

• valid only for the period and on the terms we publish at the time of the offer;
• limited to one use per person or household unless otherwise stated;
• not combinable with other Promotions unless we expressly state otherwise;
• void where prohibited, taxed, or restricted by law;
• without cash value and not redeemable for cash;
• subject to modification, suspension, or cancellation by us at any time without notice; and
• void if obtained through fraud, duplicate accounts, or manipulation of the Service.

Discounts apply only to the order in which the discount code or offer is successfully applied at checkout. We will not retroactively apply a discount to a completed order.

7. No refunds

All purchases are final and non-refundable, except where a refund is required by mandatory consumer-protection law that cannot be contractually waived. Where such law applies (for example, the UK Consumer Contracts Regulations 2013, the EU Consumer Rights Directive 2011/83/EU, or the Australian Consumer Law), refund rights may be more limited because Credits are digital content that may be supplied and consumed immediately upon purchase, and by purchasing Credits you expressly request immediate performance and acknowledge that any statutory right of withdrawal is lost once the digital content has been supplied and you begin to use it. See our full Refunds Policy for details on how mandatory exceptions are handled.

Chargebacks initiated without first contacting us to resolve a billing concern may result in immediate suspension or termination of your account, in addition to any other remedies available to us at law or in equity.

8. AI-generated output

The Service uses generative AI models to produce images (“Outputs”) based on inputs you provide (“Inputs”, including prompts, source images, sketches, and settings). You acknowledge and agree that:

• Outputs are generated probabilistically and may be inaccurate, unrealistic, offensive, biased, derivative of training data, or otherwise unsuitable for your purpose;
• Outputs are not guaranteed to be unique; similar or identical Outputs may be generated for you or other users from similar Inputs;
• we make no representation or warranty that Outputs do not infringe the rights of any third party, and we expressly disclaim any obligation to verify the originality of Outputs;
• you are solely responsible for evaluating Outputs before use, including for accuracy, fitness for purpose, lawfulness, and respect for third-party rights (including copyright, trademark, publicity, and privacy rights);
• you are solely responsible for the Inputs you submit, including ensuring you have all necessary rights to those Inputs and that your Inputs do not violate any law or our Acceptable Use Policy;
• we may, where required by law or in response to safety concerns, refuse to process or store Inputs or Outputs.

9. Intellectual property

9.1 Our IP.

The Service, the Studio Render software, the website, all underlying technology, branding, designs, text, graphics, presets, prompt-engineering techniques, and documentation are owned by Studio Tools or our licensors and are protected by copyright, trademark, and other laws. Except for the limited license granted in the EULA, no rights are granted to you by these Terms.

9.2 Your Inputs.

You retain all rights you already have in your Inputs. You grant Studio Tools a worldwide, royalty-free, non-exclusive license to host, store, transmit, and process your Inputs solely to provide and improve the Service, to enforce these Terms, and to comply with law. We do not use your Inputs to train third-party foundation models, and we do not sell your Inputs.

9.3 Your Outputs.

Subject to your compliance with these Terms and to the extent we have ownership or licensable rights, we assign to you all of our right, title, and interest (if any) in the Outputs generated for you, so you may use the Outputs for any lawful commercial or personal purpose. You acknowledge that copyright protection over AI-generated content varies by jurisdiction and may be unavailable in whole or in part.

9.4 Feedback.

If you send us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use that feedback for any purpose without obligation to you.

9.5 Promotional use.

Unless you opt out by emailing us, you grant us a non-exclusive, royalty-free license to use Outputs you publicly share (for example by tagging us on social media or submitting to a public gallery) in our marketing materials, with attribution to your public handle where reasonable.

10. Acceptable use

Your use of the Service is governed by the Acceptable Use Policy, which is incorporated into these Terms. Violations may result in immediate suspension or termination without refund.

11. Third-party services

The Service relies on third-party providers, including payment processors (e.g. Stripe), AI model providers (e.g. Stability AI), cloud infrastructure, and email delivery providers. Your use of those providers may be subject to their own terms. We are not responsible for, and disclaim liability arising from, the acts, omissions, or service availability of any third party.

12. Suspension and termination

We may suspend or terminate your access to the Service, delete your account, and forfeit any unused Credits, at any time, with or without notice, if we believe in good faith that you have:

• violated these Terms, the EULA, the Acceptable Use Policy, or applicable law;
• created risk of legal exposure for us;
• engaged in fraudulent or abusive activity, including chargeback abuse, multi-accounting, or credential sharing;
• not paid amounts owed; or
• otherwise materially harmed the Service or other users.

You may stop using the Service at any time by uninstalling the app and ceasing to use the Service. Sections that by their nature should survive termination — including Sections 5, 7, 8.4, 9, 13–20 — will survive.

13. Disclaimers

the service, the studio render software, and all outputs are provided “as is” and “as available” without warranties of any kind, whether express, implied, statutory, or otherwise. to the maximum extent permitted by law, studio tools and its affiliates, licensors, and suppliers disclaim all warranties, including without limitation any warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, and any warranties arising out of course of dealing or usage of trade.

we do not warrant that the service will be uninterrupted, secure, error-free, free of harmful components, or that outputs will meet your requirements or be accurate, reliable, complete, lawful, or non-infringing.

14. Limitation of liability

to the maximum extent permitted by law, in no event will studio tools or its affiliates, officers, employees, agents, licensors, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, business, goodwill, data, or other intangible losses, arising out of or relating to your use of, or inability to use, the service, even if we have been advised of the possibility of such damages.

in no event will our aggregate liability arising out of or relating to these terms or the service exceed the greater of (a) the amounts you paid to us in the twelve (12) months immediately preceding the event giving rise to the liability, or (b) one hundred united states dollars (us $100).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In those jurisdictions, our liability is limited to the smallest extent permitted by law.

15. Indemnification

You will defend, indemnify, and hold harmless Studio Tools and its affiliates, officers, directors, employees, contractors, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to: (a) your Inputs; (b) your use of any Output; (c) your violation of these Terms or any applicable law; (d) your violation of any third-party right, including intellectual-property, publicity, or privacy rights; or (e) any dispute between you and a third party concerning the foregoing.

16. Dispute resolution; arbitration; class waiver

Please read this section carefully — it affects your legal rights.

16.1 Informal resolution.

Before filing a claim, you agree to try to resolve the dispute informally by contacting us at legal@studiotools.app with a written description. We will try to resolve the dispute by contacting you. If a dispute is not resolved within 60 days, either party may bring a formal proceeding.

16.2 Binding arbitration.

Except for disputes where either party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Studio Tools agree to resolve any dispute arising out of or relating to these Terms or the Service through binding individual arbitration, administered by [JAMS] under its applicable rules then in effect, in [San Francisco County, California, USA], in the English language. Judgment on the award may be entered in any court of competent jurisdiction.

16.3 Class-action waiver.

you and studio tools agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. unless both you and we agree otherwise, the arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

16.4 Opt-out.

You may opt out of Sections 16.2 and 16.3 within 30 days of first accepting these Terms by sending a written notice with your full name and account email to legal@studiotools.app. Opting out has no effect on any other provision of these Terms.

17. Governing law and venue

These Terms are governed by the laws of [the State of Delaware, USA], without regard to its conflict of laws principles, and (where arbitration does not apply) the parties submit to the exclusive jurisdiction of the state and federal courts located in [San Francisco County, California, USA]. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18. Changes to the Terms

We may modify these Terms from time to time. If we make material changes, we will notify you by updating the “Last updated” date and, where appropriate, by email or in-app notice. Changes are effective when posted. Your continued use of the Service after the effective date constitutes acceptance. If you do not agree, your only remedy is to stop using the Service.

19. Force majeure

We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network outages, denial-of-service attacks, third-party service failures, strikes, or shortages of transportation, facilities, fuel, energy, labour, or materials.

20. Miscellaneous

• Entire agreement. These Terms, together with the documents incorporated by reference, are the entire agreement between you and Studio Tools regarding the Service and supersede all prior agreements.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full effect.
• No waiver. Our failure to enforce a right is not a waiver of that right.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms without your consent in connection with a merger, acquisition, or sale of assets.
• No agency. These Terms do not create any agency, partnership, joint venture, or employment relationship.
• Notices. We may give notice to you by email to the address associated with your account or by posting on the Service. You will give notice to us at the address in Section 21.
• U.S. government end users. The Service is “commercial computer software”; use, duplication, or disclosure by the U.S. Government is subject to restrictions in FAR 12.212 and DFARS 227.7202.
• Export control. You agree to comply with all applicable export and re-export control laws, including the U.S. Export Administration Regulations.
• Headings. Section headings are for convenience only and have no legal effect.

21. Contact

Questions about these Terms? Reach us at:
[Studio Tools, Inc.]
[Street address]
[City, State / Postal Code, Country]
Email: legal@studiotools.app