Terms of Service

These Terms of Service, as amended from time to time, ("Terms") constitute a legally binding agreement between LA SOFTI FZE, having its address at Office No. 601, Sixth Floor, One UAQ Building, Umm Al Quwain, United Arab Emirates, with registration number 8563 ("Company", "We" or "Us") and the customer who registered, downloaded, installed the application and the Service ("Customer" or "You"). By registering an account with us and downloading and installing the application to your desktop you agree that you have read and understood and you agree to be bound by these Terms. These Terms govern the manner in which the Customer may use and access the Company's service available via the Company's website via subscription based model.

The Company's website and usage of the service is subject to additional guidelines and terms, including, without limitation, the Company's Privacy Policy and Subscription Plans. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

1. Eligibility

By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old or the age of majority in your jurisdiction, whichever is higher; (b) you have not previously been suspended or removed from the Service; and (c) your registration and use of the Service is in compliance with all applicable laws in your region.

2. Access and Use

2.1. Provision of Access

The QuadCode AI product offers a suite of coding tools and graphical tools driven by machine learning to help people create software more easily and efficiently ("Service"). Subject to your ongoing compliance with these Terms and the payment of the fees, the Company grants solely for your personal use a limited, non-exclusive, non-transferable, non-sublicensable, revocable license and right to install the downloadable application on your desktop and access and use the Service.

2.2. License Restrictions

Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (i) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code, object code or underlying structure of the Service; (ii) reproduce, modify, translate, or create derivative works of the Service; (iii) rent, lease, lend, or sell the Service; (iv) remove any proprietary notices from the Service; (v) use the Service or any Suggestions to develop or train a model that is competitive with the Service, or engage in model extraction or theft attacks; (vi) probe, scan or attempt to penetrate the Service; (vii) provide to any third party the results of any benchmark tests of the Service, unless you include all necessary information for others to replicate the tests; (viii) harvest, scrape, or extract data from the Service; (ix) use the Service in any manner that infringes, misappropriates, or otherwise violates any third party's intellectual or other rights, or that violates any applicable laws or regulations; (x) send or otherwise provide to the Company data or information that is subject to specific protections under applicable laws beyond any requirements that apply to "personal information" or "personal data"; or (xi) knowingly permit any third party to do any of the foregoing. You will promptly notify the Company of any unauthorized use that comes to your attention and provide reasonable cooperation to prevent and terminate such use to the extent it is within your control.

2.3. Registration and Access

To access the Service, you must register for an account via the website. When you register for an account, you may be required to provide us with information about yourself, such as your name, email address. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account.

3. Content

3.1. User Content

You, as a user, may provide inputs to the Service by writing, submitting, uploading information ("Inputs") and receive code or other results based on the Inputs provided by you ("Output") (and collectively "Content"). We may use your Content to provide the Service, comply with applicable law, enforce our terms and policies, and keep the Service safe. By submitting Inputs to the Service, you represent and warrant that you have all rights, licenses, and permissions that are necessary for us to process the Inputs under these Terms and to you authorise us to provide the Service and Output to you.

3.2. Model Training and Specific usage

The Company will not use Content to train or allow any third party to train any AI models. We may use Usage Data for Company's lawful business purposes, including to: (1) monitor, operate, improve, and support the Service and its performance, security, and stability; (2) create analytics, benchmarking, and performance data and reports; and (3) develop new products and services. You will not interfere with the collection of Usage Data. The Company owns all right, title, and interest, including all intellectual property rights in and to, the Usage Data, the know-how and analytical results generated in the processing and any and all new products, services, and developments, modifications, customizations, or improvements to the Service made based on the Usage Data. "Usage Data" means any performance, analytical, technical logs or other information relating to access to or use of the Service that is generated or otherwise collected by the Service but excluding Content.

3.3. Disclaimers for Outputs

You acknowledge that Outputs are generated automatically by machine learning technology and may be similar to or the same as Outputs provided to other customers, and no rights to any Outputs generated, provided, or returned by the Service for or to other customers are granted to you under these Terms. Further, you acknowledge that there are numerous limitations that apply with respect to Outputs provided by large language and other AI models (each an "AI Model"), including that (i) Outputs may contain errors or not accurate or misleading information, (ii) AI Models are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content, (iii) AI Models can struggle with understanding the nuances of language, including slang, idioms, and cultural references, (iv) AI Models can struggle with complex tasks that require reasoning, judgment and decision-making.

You agree that you are responsible for evaluating, and bearing all risks associated with, the further use of the Output, including any reliance on the accuracy, completeness, up-to-date nature of the Output provided, or usefulness of Suggestions. The Service may contain links to third-party websites. These links are provided for your convenience and do not constitute an endorsement or approval by the Company of any third-party content. We are not responsible for the content or privacy practices of these external sites. YOU ARE SOLELY RESPONSIBLE FOR ANY IMPACT RESULTING FROM USE OF THE OUTPUTS.

3.4. Restricted Use

You shall comply with the laws and must not harm yourself or others by using the Service. You are not allowed to: (i) Compromise the privacy of others; (ii) Promote or engage in any illegal activity, including the exploitation or harm of children and the development or distribution of illegal substances, goods, or services; (iii) Use subliminal, manipulative, or deceptive techniques that distort a person's behavior so that they are unable to make informed decisions in a way that is likely to cause harm; (iv) Exploit any vulnerabilities related to age, disability, or socio-economic circumstances; (v) Create or expand facial recognition databases without consent or conduct real-time remote biometric identification; (vi) injure others or destroy property, or engage in unauthorized activities that violate the security of any service or system; (vii) share output from our services to defraud, scam, spam, mislead, bully, harass, defame, discriminate based on protected attributes, sexualize children, or promote violence, hatred or the suffering of others.

4. Payment Terms

4.1. Free Trial

Upon downloading and installing the Service in your desktop, your account is topped up with 1000 free tokens for testing usage.

4.2. Paid Subscriptions

The Service shall be available via different paid subscriptions. Before you pay any fees, you will have an opportunity to review the subscription package that suits you. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law. The Company will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our pricing page periodically for current pricing information. The Company may change the fees for any feature of the Service, including additional fees or charges, through reasonable notification. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount.

4.3. Payment Processing

To facilitate payment for the Service via bank account, credit card, or debit card, we use Stripe, Inc. and its affiliates ("Stripe"), a third-party payment processor. These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions. By agreeing to these Terms, users that use the payment functions of the Service also agree to be bound by the Stripe agreements, as the same may be modified by Stripe from time to time. You hereby authorize Stripe to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact Stripe for more information. The Company assumes no liability or responsibility for any payments you make through the Service.

4.4. Subscription Service

The Service may include certain subscription-based plans with automatically recurring payments for periodic charges ("Subscription Service"). The "Subscription Billing Date" is the date when you purchase your first subscription to the Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your account (such period, the "Initial Subscription Period"), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a "Subscription Period") unless you cancel your Subscription Service or the Company terminates it via your profile in the website. If you activate a Subscription Service, then you authorize Company or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date. YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD.

4.5. Unpaid Subscriptions

The Company may suspend or terminate access to the Service, for any account for which any amount is due but unpaid. If your payment method is no longer valid at the time a renewal Subscription Fee is due, then the Company reserves the right to delete your account and terminate access and any information associated with your account without any liability to you.

5. Ownership, Intellectual Property and Licenses

5.1. Service

The Company and its licensors shall own and retain all right, title and interest in and to the Service, all improvements, enhancements or modifications thereto, know-how, materials, code, SDK, API, design, text, logo, trademarks and all intellectual property rights associated with the foregoing. There are no implied licenses in these Terms and the Company reserves all rights to the Service not granted in these Terms.

5.2. Feedback

We appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service, then you grant us the right to exploit your feedback without restriction or compensation to you.

5.3. Content

You retain all of your right, title, and interest that you have in Inputs, and the Company assigns to you all rights, titles, and interests if any, in and to any Outputs.

6. Third-Party Services

6.1. General

The Service may include or incorporate third-party services, software or integrations ("Third-Party Services"). Our Services may also incorporate third-party models or APIs which may change from time to time as we update our Service. If you elect, in your sole discretion, to access or use a Third-Party Service, your access and use of the Third-Party Service is subject to the terms provided by that Third-Party Service, and you remain responsible for complying with those terms. The Company does not make any representations or warranties with respect to Third-Party Services.

6.2. Integrated Third-Party Services

Our Services integrates Third-Party Services, including, without limitation:

• OpenAI API© (MIT License)
• CivitAI API© (Apache License 2.0)
• ComfyUI© (GNU GPLv3)
• Google APIs© (Apache License 2.0)
• Stability AI© (Stability AI Community License)
• Tavily API ("Powered by Tavily AI") - We use Tavily AI for search and information retrieval.
• Stability AI ("This Stability AI Model is licensed under the Stability AI Community License, Copyright © Stability AI Ltd.") - We use Stability AI models for image generation.
• Suno ("Copyright © Suno, Inc. Used under its applicable service terms.") - We use Suno for audio and music generation.
• Luma Labs ("Copyright © Luma AI, Inc. Used under its applicable service terms.") - We use Luma for video and 3D/AI content generation.
• Kling AI ("Copyright © LOHAS GAMES PTE LTD. Used under its applicable service terms.") - We use Kling AI for video generation.

6.3. User Responsibility

Your use of Third-Party Services through our Services is solely your responsibility, including compliance with all applicable third-party terms and policies. We do not control Third-Party Services and provide no warranties regarding their availability, accuracy, functionality, data practices, or continued interoperability. Access to Third-Party Services may be limited or discontinued at any time without liability. Users are encouraged to review all relevant third-party privacy policies.

6.4. Data Processing by Third-Party Services

Third-Party Services providers may receive, process, store, or analyze user inputs and generated outputs as necessary to operate their systems. By using our Service, you acknowledge and agree that:

1. Third-Party Services providers handle data under their own terms and privacy practices
2. Outputs generated via Third-Party Services may contain inaccuracies or unintended content
3. Certain Third-Party Services or features may be subject to U.S. export-control, sanctions, and compliance laws.

6.5. Data Transmission and Limitations

To deliver functionality, we may transmit user-provided content (including text, images, audio, and metadata) to Third-Party Services providers. These transmissions are necessary to generate results and are governed by each provider's respective terms, licenses, and privacy policies. While we do not authorize third-party providers to use user data beyond what is necessary to deliver their services, we cannot control or guarantee their internal data-handling practices. All Third-Party Services are provided "as is", and we are not responsible for their performance, accuracy, availability, or any data processing outside our control. We will not be liable for any damage or loss arising from or related to the use of, or reliance on, any Third-Party Services.

7. Communications

We may send you emails concerning our products and services, on your registered email address. You may opt out of promotional emails by sending such a request to support@quadcode.ai.

8. Modification of Terms

We may, from time to time, amend these Terms thus please check these Terms periodically. If we make any material modifications, we will notify you by updating the date at the top of these Terms. Your continued accessing or use of the Service will serve as confirmation of your acceptance of those modifications. If you do not agree to the modified Terms, then you must discontinue your use of the Service.

9. Term and Termination

9.1. Term

These Terms are effective from the time you register your account and download, install, access and use the Service.

9.2. Termination

You may stop accessing the Services at any time via your profile on the website. The Company reserves the right to modify, suspend, or terminate your access to the Service, at any time without notice to you, if you are and/or if there are suspicions that you are in breach of these Terms. The Company may also suspend, or terminate your access to the Service for reasons beyond our control. Although we will strive to provide you with reasonable advance notice if we stop offering a Service, there may be urgent situations, such as preventing abuse or addressing security issues or responding to legal requirements, where providing advance notice is not feasible. We will not be liable for any change to or any suspension or discontinuation of the Services or your access to them.

10. Modification of the Service

The Company may modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. The Company will have no liability for any change to the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any Content as needed so that you have access in the event the Service is modified and you lose access to such Content.

11. Copyright complaints

Written claims concerning copyright infringement must include the following information: (i) A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest. (ii) A description of the copyrighted work that you claim has been infringed upon. (iii) A description of where the allegedly infringing material is located in the Service so we can find it. (iv) Your address, telephone number, and e-mail address. (v) A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law. (vi) A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

12. Privacy

Please read the Company's Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal data.

13. Confidentiality

For purposes of these Terms, the term "Confidential Information" shall mean any and all non-public business, product, technology and marketing data and information, whether written, oral or in any other medium disclosed or otherwise provided by either party (the "Disclosing Party") to the other party (the "Receiving Party"), that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. The Receiving Party undertakes and warrants that: (i) it shall hold the Confidential Information of Disclosing Party in confidence and shall take all reasonable steps to safeguard and protect the Confidential Information including, without limitation, those steps that it takes to protect its own Confidential Information of a similar nature; (ii) it shall not disclose or otherwise provide any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to those of its employees who have a need to know such Confidential Information for the purpose of fulfilling these Terms; (iii) it shall not copy or use the Confidential Information for any purpose except to the extent required to perform its obligations, or exercise its rights, hereunder, whilst maintaining the Disclosing Party's interests.

14. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify the Company, its group entities, affiliates and each of their respective shareholders, directors, managers, members, officers, employees, consultants, and agents from and against any and all liabilities, claims, damages, expenses (including reasonable attorneys' fees), and other losses arising out of or relating to: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; and (3) any claim that your Input violates any third-party intellectual property, publicity, confidentiality, privacy, or other rights. We reserve the right, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

15. DISCLAIMERS

15.1. NO WARRANTIES

THE SERVICE AND SUGGESTIONS ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND SUGGESTIONS, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE COMPANY DOES NOT WARRANT THAT THE SERVICE OR SUGGESTIONS WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND THE COMPANY DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. YOU AGREE THAT ANY USE OF SUGGESTIONS FROM OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON ANY SUGGESTION AS A SOURCE OF TRUTH. THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.

15.2. NO ADVICE OR INFORMATION

NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM THE SERVICE OR THE COMPANY, ITS AFFILIATES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING SUGGESTIONS, WILL CREATE ANY WARRANTY REGARDING ANY OF THE COMPANY, ITS AFFILIATES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR ANY LOSS OF DATA, INCLUDING CONTENT.

16. LIMITATION OF LIABILITY

16.1. NO INDIRECT DAMAGES

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY GROUP OR AFFILIATE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

16.2. LIABILITY CAP

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COMPANY AND/OR ANY OF ITS GROUP COMPANIES OR AFFILIATES, TO YOU FOR ALL CLAIMS, DAMAGES AND LOSSES ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, AND CONTENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR ACCESS TO AND USE OF THE SERVICE IN THE SIX (6) MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS ARE ESSENTIAL TO THESE TERMS, AND WE WOULD NOT OFFER THE SERVICE TO YOU UNDER THESE TERMS WITHOUT THESE LIMITATIONS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17. No Support

We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

18. Miscellaneous

18.1. Entire Agreement

These Terms, including the Privacy Policy, and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and the Company regarding your use of the Service. You are not allowed to assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

18.2. Governing Law and Jurisdiction

The United Arab Emirates laws will govern these Terms for any disputes. All and any claims arising out of or relating to these Terms will be brought exclusively in the courts of Dubai.

18.3. Consent to Electronic Communications

By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

18.4. Contact

You may contact us by sending email to the Company at support@quadcode.ai.

18.5. Export and Trade Controls

You must comply with all applicable trade laws, including sanctions and export control laws. The Service may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or foreign export controls, laws and regulations including but not limited to Cuba, Iran, the Democratic People's Republic of Korea (North Korea), Libya, Syria, Somalia, Sudan, Eritrea, Afghanistan, Bangladesh, Venezuela, Guinea-Bissau, the Democratic Republic of the Congo, Egypt, Zimbabwe, Yemen, Iraq, Cameroon, Kenya, China, Lebanon, Liberia, Burundi, Mali, Myanmar (Burma), Niger, Pakistan, Russia, Belarus, Turkey, Donetsk and Lugansk People's Republics, the Crimean Peninsula, the Central African Republic, Ethiopia, South Sudan, the Republic of Indonesia; (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. The Service may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government licence for release or export. You agree and confirm that: (i) You are not located or use, export, re-export or import the Service (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the export controls; (ii) Customer is solely responsible for complying with applicable export controls which may impose additional restrictions, prohibitions or requirements on the use of the Platform Customer's Reference. The Company further reserves the right, acting reasonably, to suspend or refuse access to and use of the Service to anyone, at its sole and absolute discretion, if it has reason to suspect a breach or potential breach of this Export and Trade Controls provision.