Terms and
Conditions

Section 01

Provider and Scope

These Terms and Conditions ("Terms") govern access to and use of the Stoodio.AI platform ("Platform"), operated by Modelmanagement dot com S.L. ("Provider"), a company incorporated under Spanish law with registered address at Carrer de Ramon Turró 169, A, Talent Garden Barcelona, 08005 Barcelona, Spain (VAT: ESB66936352).

By accessing or using the Platform, the Customer ("Customer" or "Client") agrees to be bound by these Terms. These Terms apply to all subscription plans, pilot projects, and related services provided by the Provider. Services that are specifically tailored per contract — including Digital Twin model rights, licence type and consumption parameters, and individual add-ons — are governed by separate written agreements and annexes.

Section 02

Platform Services

2.1 Description of Services

The Platform enables the Customer to generate visual content using artificial intelligence, including images and videos ("Outputs"), based on prompts or requests submitted by the Customer ("Generations"). The Provider grants the Customer access to the Platform for commercial content production purposes during the subscription term.

2.2 Usage Limits

Each subscription plan includes a defined usage allowance as specified in the applicable Order Form. The Provider may apply reasonable technical limits, including processing speed, maximum file sizes, and storage quotas, to ensure platform stability and equitable access for all users. The specific consumption model, usage limits, and any applicable carry-over or expiration rules are defined in the Order Form.

2.3 Acceptable Use

The Customer agrees not to use the Platform to:

• Generate content that is unlawful, defamatory, violent, obscene, discriminatory, or that infringes any third-party intellectual property rights
• Attempt to decompile, reverse-engineer, copy, or replicate the Platform or its underlying software
• Share access credentials with unauthorised third parties
• Use the Platform to train, benchmark, or develop competing AI models
• Upload materials for which the Customer does not hold the necessary usage rights

Section 03

Subscriptions and Term

3.1 Subscription Plans

Subscription plans and their respective features, pricing, and usage allowances are set out in the applicable Order Form or Annex agreed between the parties. Available plans include, but are not limited to, Starter, Growth, Professional, Enterprise, and custom PoC configurations.

3.2 Minimum Term and Renewal

Subscriptions have an initial minimum term as specified in the Order Form. Unless the Order Form specifies otherwise, subscriptions automatically renew on the same billing frequency as the initial term. Cancellation must be made via the platform's account management system or in writing at least 30 days before the next renewal date.

3.3 Billing Frequency

Billing is on a yearly or quarterly basis, as specified in the Order Form. Unless otherwise stated in the Order Form, the default billing frequency is yearly.

3.4 Automatic Expiry (PoC / Fixed-Term Contracts)

Where the Order Form explicitly designates the contract as a fixed-term agreement with automatic expiry, the subscription terminates on the agreed end date without further notice. No automatic renewal takes place. This provision applies in particular to Proof-of-Concept (PoC) agreements.

3.5 Effect of Cancellation or Expiry

Upon cancellation or expiry, access to the Platform ceases at the end of the current billing cycle. Customer account data stored on the Provider's servers will be deleted within 30 days, except where the Provider is subject to a legal retention obligation. Outputs already generated during the subscription term remain available to the Customer under Section 5.

Section 04

Fees and Payment

Subscription fees are as specified in the applicable Order Form. One-time services, setup fees, and annexed services are invoiced separately. All prices are stated net of applicable VAT unless expressly indicated otherwise.

Payment terms are 30 days from the date of invoice unless otherwise agreed in writing. Late payments for invoiced services outside of credit card subscriptions accrue interest in accordance with Article 7 of Spanish Law 3/2004 on Combating Late Payment in Commercial Transactions.

Section 05

Intellectual Property and Usage Rights

5.1 Rights over Outputs

Subject to full payment of applicable fees, the Customer receives an unlimited, worldwide, perpetual right to use Outputs generated during the subscription term for its own commercial, promotional, or editorial purposes, except where additional licensing terms apply as set out in Section 5.2. This right applies to Outputs as created by the Customer.

5.2 Digital Twins and Licensed Elements

Where Outputs incorporate Digital Twins, avatars, or other elements provided by the Provider, usage rights may be subject to specific licence terms defined in the applicable Order Form, annex, or separate agreement.

Outputs generated using Digital Twins from the Provider's royalty-free library include full commercial usage rights without additional licensing fees.

Digital Twins, avatars, or third-party elements not included in the royalty-free library may be subject to additional usage rights, restrictions, or fees as agreed separately.

5.3 Provider IP

All rights in and to the Platform, including its software, models, interfaces, and proprietary AI systems, remain the exclusive property of the Provider. These Terms do not grant the Customer any rights in the Provider's technology beyond those expressly set out herein.

5.4 Customer Responsibility for Uploaded Materials

The Provider exercises no control over the origin, rights clearance, accuracy, or legality of materials uploaded by the Customer. The Customer is solely responsible for ensuring that all images, videos, prompts, brand assets, styling references, and other materials uploaded to the Platform are lawfully usable and do not infringe any third-party rights. The Provider shall have no liability in relation to any such uploaded materials.

Section 06

Customer Data and Privacy

6.1 Ownership and Confidentiality

All images, videos, prompts, styling tags, product references, and brand assets uploaded by the Customer ("Customer Data") remain the exclusive property of the Customer. The Provider treats all Customer Data as strictly confidential and processes it solely for the purpose of delivering the contracted Services.

6.2 No AI Training on Customer Data

The Provider shall not use Customer Data to train, retrain, or improve any internal or external AI or machine learning model — including those operated by third-party providers — unless the Customer provides explicit prior written consent.

6.3 Exclusivity of Generated Outputs

Outputs generated by the Customer are exclusively accessible by that Customer. The Provider shall not use such Outputs for its own marketing, promotional, testing, or product development purposes without the Customer's explicit prior written authorisation, and shall not share Outputs with or make them available to other platform users.

6.4 Data Storage and Infrastructure

The Provider uses DigitalOcean, AWS, and MongoDB Atlas cloud services for data storage and platform operation. All data is stored within the European Union in accordance with GDPR-compliant standards. All personal data, including authentication credentials, is stored in encrypted form. Access is protected by role-based permissions and technical safeguards.

Third-party image and video generation services process Customer Data solely for the purpose of generating requested Outputs and do not retain Customer Data after generation. A full list of sub-processors is available on request and is set out in the applicable Data Processing Agreement (DPA).

6.5 Data Processing Agreement

Where the Customer is subject to the GDPR or equivalent data protection legislation, the parties shall enter into a separate Data Processing Agreement (Auftragsverarbeitungsvertrag, AVV) in accordance with Article 28 GDPR prior to any processing of personal data on behalf of the Customer.

6.6 SSO Integration

The Platform supports Single Sign-On (SSO) via OpenID Connect (OIDC). Integration details and technical specifications are provided during onboarding. SSO setup is subject to the availability of compatible identity providers on the Customer side.

Section 07

Availability, Support and Updates

7.1 Service Availability

The Provider guarantees a minimum monthly platform availability of 95%, excluding scheduled maintenance (notified in writing at least 24 hours in advance), force majeure events, and downtime caused by third-party services or integrations not directly managed by the Provider.

7.2 Service Credits

In the event that monthly availability falls below 95%, the Customer is entitled to a service credit of 5% of the monthly fee for each full percentage point below 95%, up to a maximum of 25% of the monthly fee. Credits are applied to the following billing cycle.

7.3 Technical Support

Standard support is provided during business hours (Monday to Friday, 09:00–18:00 CET) via email or the Provider's ticketing system. Enhanced or dedicated support options may be available under higher subscription tiers or as agreed in a separate Order Form.

7.4 Updates

The Provider may introduce improvements, updates, or new features at no additional cost to the Customer. The Provider reserves the right to modify or discontinue features with reasonable prior notice.

Section 08

Additional Services

The Provider may offer additional services including, but not limited to, custom LoRA model training, consultancy, AI transformation roadmaps, and dedicated production support. Such services are subject to separate commercial terms as set out in the applicable Order Form or Annex.

Section 09

Liability and Warranties

9.1 Limitation of Liability

The Provider does not warrant that Outputs will always be error-free, accurate, or suitable for a specific purpose. The Provider's total aggregate liability under or in connection with these Terms is limited to the total fees paid by the Customer in the three (3) months immediately preceding the relevant claim.

9.2 Scope of Liability

The Provider's representations, warranties, and liability under these Terms apply exclusively to (i) the AI system and Platform provided by the Provider, and (ii) Digital Twins and model-related elements made available by the Provider. The Provider accepts no liability for any materials uploaded, selected, or provided by the Customer or by third parties designated by the Customer.

9.3 Exclusions

To the maximum extent permitted by applicable law, the Provider excludes all liability for indirect, consequential, incidental, or special damages, including loss of revenue, loss of data, or loss of business opportunity, howsoever arising.

Section 10

Term and Termination

Either party may terminate the agreement in the event of a material breach by the other party, subject to written notice and a cure period of fifteen (15) days. The Provider may suspend or terminate access immediately if the Customer violates the acceptable use provisions in Section 2.3 or engages in fraudulent conduct.

Section 11

Confidentiality

Both parties agree to keep confidential all non-public information received from the other party in connection with the Platform and these Terms, and to use such information solely for the purposes of performing obligations under these Terms. This obligation survives termination for a period of three (3) years.

Section 12

Amendments

The Provider may update these Terms from time to time. Customers will be notified of material changes at least 30 days in advance via email or a notice within the Platform. Continued use of the Platform following the effective date of any amendment constitutes acceptance of the updated Terms.

Section 13

Governing Law and Jurisdiction

These Terms are governed by the laws of Spain. For any disputes arising under or in connection with these Terms, the parties submit to the exclusive jurisdiction of the Courts and Tribunals of Barcelona, waiving any other jurisdiction that may apply.

Section 14

Contact

Provider

Modelmanagement dot com S.L., Carrer de Ramon Turró 169, A, Talent Garden Barcelona, 08005 Barcelona, Spain

General

hello@stoodio.ai

Data Protection

Don Brown — Don.Brown@modelmanagement.com

Stoodio.AI is a product of Modelmanagement dot com S.L.  ·  Version 2.1 · April 2026