Terms of Service

These Terms of Service (the "Terms") form a binding agreement between you, or the legal entity you represent ("Customer", "you"), and Dissel AI B.V., a private limited company incorporated in the Netherlands and registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 98391119 ("Migma", "we", "us"). By creating an account, accessing, or using the Migma platform, related applications, APIs, integrations, and websites (together, the "Service"), you accept and agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have authority to bind that organisation, in which case "you" refers to that organisation.

You must be at least 18 years old and capable of forming a binding contract under applicable law to use the Service. You are responsible for the accuracy of your registration information, for safeguarding your account credentials, and for all activity carried out under your account. You must promptly notify us of any actual or suspected unauthorised access. We may suspend or terminate accounts that violate these Terms or that pose a security or legal risk.

The Service provides tools to (a) ingest brand and product references, (b) generate images, captions, and related visual assets using machine-learning models, (c) organise outputs into projects and workspaces, and (d) connect to third-party platforms such as Pinterest and Shopify at your direction. We may modify, add, or discontinue features over time. We will give reasonable advance notice of materially adverse changes to paid plans, where feasible.

Paid plans are billed in advance on a recurring basis according to the plan and billing cycle you select. Unless expressly stated otherwise or required by mandatory law, fees are non-refundable. All fees are exclusive of VAT and other applicable taxes, which will be added where required. You are responsible for keeping billing information accurate. We may change pricing for future billing periods on at least 30 days' prior notice through the Service or by other reasonable means.

Free tiers, trials, and credits are made available "as is" and may be modified or discontinued at any time. Credits, where issued, have no cash value, are non-transferable, and expire as stated at the time of issuance.

If you are a consumer resident in the European Union, you have the right to withdraw from a paid contract within 14 days of conclusion, without giving any reason. By starting to use the Service during this period, you expressly request immediate performance and acknowledge that you lose the right of withdrawal once the Service has been fully performed, in accordance with Article 7:408 and 7:46i of the Dutch Civil Code and the EU Consumer Rights Directive (2011/83/EU). For digital content delivered other than on a tangible medium, the right of withdrawal lapses once delivery has begun with your prior express consent.

"Customer Content" means all data, text, prompts, images, files, and other materials that you, your users, or your connected platforms submit to the Service. You retain all rights, title, and interest in and to your Customer Content. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, and process Customer Content solely as necessary to (a) provide and secure the Service, (b) generate the outputs you request, (c) comply with law, and (d) prevent or address fraud, abuse, or technical issues.

You represent and warrant that you have all rights, licences, permissions, and consents necessary to submit Customer Content and to authorise its processing, including with respect to any depicted persons and any third-party intellectual property rights.

Subject to your compliance with these Terms and full payment of applicable fees, as between you and Migma, you own the outputs generated by the Service in response to your inputs ("Outputs"), to the maximum extent permitted by applicable law. Because generative models can produce similar or identical outputs for different users, we make no representation that any Output is unique, free from third-party rights, or eligible for trademark, copyright, or design protection. You are solely responsible for evaluating the Outputs before using them and for ensuring such use complies with applicable law, including intellectual property, advertising, and consumer protection rules.

You agree not to use the Service to, and not to permit any third party to:

• violate any applicable law, regulation, or third-party right;
• generate or distribute content that is unlawful, defamatory, harassing, hateful, sexually explicit involving minors, or that facilitates violence or self-harm;
• impersonate any person or entity, or generate deceptive content intended to mislead about its origin (including non-consensual deepfakes of identifiable individuals);
• infringe or misappropriate the intellectual property, publicity, or privacy rights of any third party;
• attempt to reverse engineer, decompile, or extract the underlying models, training data, or source code, except to the extent such restriction is prohibited by mandatory law;
• interfere with the integrity or performance of the Service, circumvent rate limits or access controls, or use the Service to build a competing product;
• use the Service to make automated decisions producing legal or similarly significant effects on individuals without appropriate human oversight.

The Service interoperates with third-party platforms (such as Pinterest and Shopify) at your direction. Your use of those platforms is governed by the relevant provider's terms and privacy policy. We are not responsible for any third-party platform, its availability, or its acts or omissions. You authorise us to access and process data from those platforms within the scopes you approve.

Each party agrees to protect the other party's non-public business, technical, and product information disclosed under or in connection with these Terms ("Confidential Information") with the same degree of care it uses for its own confidential information of a similar nature, and in no event less than reasonable care, and to use Confidential Information solely for the purposes of these Terms. This obligation does not apply to information that is public through no fault of the receiving party, was lawfully known prior to disclosure, or is independently developed without reference to the disclosing party's Confidential Information.

Our processing of personal data is described in our Privacy Policy, which is incorporated into these Terms by reference. Where we process personal data on your behalf (for example, where you use the Service as a business customer), our standard Data Processing Agreement applies and forms part of these Terms.

We may suspend access to the Service, in whole or in part, where (a) we reasonably believe your use poses a security, legal, or operational risk, (b) you fail to pay undisputed fees when due, or (c) suspension is required by applicable law. Where reasonably possible, we will give prior notice and an opportunity to cure.

These Terms apply for as long as you use the Service. You may terminate at any time by closing your account. We may terminate for material breach not cured within 30 days of written notice, for insolvency events, or where required by law. On termination, your right to use the Service ends, and we may delete Customer Content after a reasonable wind-down period unless retention is required by law. Provisions that by their nature should survive termination (including Sections 6, 7, 10, 14, 15, 16, and 18) will so survive.

To the maximum extent permitted by applicable law, the Service and all Outputs are provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted or error-free operation. Generative models can produce inaccurate, biased, or otherwise objectionable outputs; you must independently evaluate Outputs before relying on them. Statutory rights of consumers under mandatory Dutch and EU law are not affected by this clause.

To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenues, goodwill, or data, arising out of or relating to these Terms or the Service, even if advised of the possibility of such damages.

Each party's total aggregate liability arising out of or relating to these Terms will not exceed the greater of (a) the fees paid by you to us for the Service in the twelve (12) months preceding the event giving rise to liability, or (b) one hundred euros (€100). Nothing in these Terms limits or excludes liability that cannot be limited or excluded by mandatory law, including liability for intent, gross negligence, death or personal injury caused by negligence, or fraud.

You will defend, indemnify, and hold harmless Dissel AI B.V. and its officers, directors, employees, and affiliates from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to (a) your Customer Content, (b) your use of Outputs, (c) your breach of these Terms or violation of applicable law, or (d) your infringement or misappropriation of any third-party right.

Neither party is liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, labour disputes, internet or telecommunications failures, and failures of third-party providers.

These Terms are governed by the laws of the Netherlands, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. The competent court of Amsterdam, the Netherlands, has exclusive jurisdiction over any dispute arising out of or in connection with these Terms, without prejudice to (a) any mandatory consumer protection rules granting a consumer the right to bring proceedings in the courts of his or her place of residence, and (b) our right to seek injunctive relief in any competent court.

We may update these Terms from time to time. Material changes will be notified through the Service or by other appropriate means at least 30 days before taking effect, except where a shorter period is required by law or by the nature of the change (for example, security or legal compliance). Your continued use of the Service after the effective date of revised Terms constitutes acceptance of those changes. If you do not accept the changes, you must stop using the Service before they take effect.

These Terms, together with the Privacy Policy and any order form or data processing agreement entered into between the parties, constitute the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous understandings. If any provision is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable. You may not assign these Terms without our prior written consent; we may assign these Terms in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets. Failure to enforce a provision is not a waiver of future enforcement.

The provider of the Service is Dissel AI B.V., registered with the Dutch Chamber of Commerce under number 98391119. Notices and legal enquiries may be submitted through the in-app support channel of the Service.