Last Updated: September 4, 2025

Welcome to Halsion! These Terms of Service (these "Terms") are a legally binding agreement between Halsion, Inc., a Delaware corporation ("Halsion","we", or "our" as applicable) and you ("Customer", "you" or "your" as applicable). Any mention of "you" or "Customer" in these Terms shall either mean you, the end user in your personal capacity who is utilizing the Services (as defined), or in case you are acting as a duly authorized Representative (as defined) of an entity, the reference shall mean such entity. "Party" means Halsion or Customer, as applicable, and "Parties" means Halsion and Customer collectively.

By accessing or using the Services, you represent and warrant that you are at least 18 years of age or over the age of majority in the jurisdiction where you are a resident or citizen. If an end user is under 18, you as a parent consent to their such use of the Services, and you take on the liability as if you were the end user.

PLEASE READ THESE TERMS CAREFULLY AS THEY ARE A LEGAL BINDING CONTRACT BETWEEN THE PARTIES. THESE TERMS CONTAIN CERTAIN DISCLAIMERS LIMITING HALSION LIABILITY AND ADDRESS DISPUTE RESOLUTION - PARTIES WILL ONLY RESOLVE DISPUTES THROUGH INDIVIDUAL ARBITRATION PROCEEDINGS AND FOREGO ABILITY TO LITIGATE IN COURT, WHETHER INDIVIDUALLY OR AS PART OF A CLASS ACTION.

In addition to these Terms, please review our Privacy Policy which forms part of the terms and conditions which apply to you by reference – it states how we access and use your information.

1. DEFINITIONS

In these Terms:

"Acceptable Use Policy" means Halsion's standard acceptable use policy, currently available at halsion.ai//terms#acceptable-use-policy.

"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

"Affiliate" of a Party means any other party that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

"Authorized User" means each person authorized by Customer to use the Services.

"Content" means commands, code, AI models, text, data, articles, images, photographs, graphics, software, applications, packages, designs, features, and other digital materials.

"Customer Data" means Customer Inputs and Outputs. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer.

"Documentation" means any manuals, instructions, or other documents or materials that Halsion provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services, including any aspect of the operation, use, or support thereof.

"Fees" means the amounts Customer is obligated to pay Halsion in connection with use of its Services.

"Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent Customer from accessing or using the Services as intended by these Terms.

"Inputs" means Content that is uploaded to be processed through the Services.

"Intellectual Property Rights" means patents, patent applications, inventions, and discoveries (whether patentable or unpatentable), copyrights and copyrightable works, moral rights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, rights in software, databases, artificial intelligence and AI algorithms, and all other intellectual property rights and similar forms of protection throughout the world.

"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

"Login Credentials" means any user-name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an Authorized User's identity and authorization to access and use the Services.

"Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

"AI Model" means the proprietary artificial intelligence models developed and owned by Halsion that accept Inputs and generate Outputs through the Services.

"Output" means the Content generated by the Services based on Customer's Inputs.

"Privacy Policy" means Halsion's Privacy Policy which sets out Halsion's approach to use and protection of data obtained through the Services.

"Representatives" means employees, officers, directors, consultants, agents, or independent contractors.

"Resultant Data" means data and information related to Customer's use of the Services that is aggregated and anonymized, including to compile statistical and performance information related to the provision and operation of the Services.

"Services" means the hosted software platform provided on a SaaS basis giving Customers ability, for the applicable Fee, to use Halsion's AI Models through Halsion's web interface.

"Subscription" means the recurring subscription plans offered by Halsion, including free and paid tiers, that provide access to the Services.

"Website" means, in respect of Halsion, halsion.ai and all its subdomains.

2. SERVICES

2.1 Use Rights

Halsion hereby grants Customer a non-exclusive, non-transferable, revocable, non-sublicensable right to access and use the Services and Documentation solely for use in accordance with the terms and conditions set out in these Terms and on our Website. The Services are only available to Customers who can form legally binding contracts under Law. You are not eligible to be a Customer either directly or indirectly if you are barred from using the Services under the Laws of the United States or any other applicable jurisdiction.

2.2 Features and Benefits

(a) Our Services provide access to proprietary AI models developed by Halsion that can generate various types of content including images, videos, audio, and text. All AI models available through our platform are owned and operated by Halsion.

(b) We offer different subscription tiers, including a free plan with limited usage and paid plans with enhanced features and higher usage limits. Free plan users have access to basic functionality with restrictions on the number of generations and customization options.

(c) Our Website Documentation includes guidance documents and tutorials that are available on our Website subject to the rights granted under these Terms. We grant you a non-transferable, revocable, fully paid up license to use the foregoing solely for your and your Representatives' non-commercial purposes.

2.3 Account Set-Up

(a) You are requested to use our Services by creating an account on Halsion ("Account").

(b) You are responsible for maintaining the confidentiality of your Account and password, including but not limited to the restriction of access to your computer and/or Account. You are responsible for any and all activities or actions that occur under your Account and/or password. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Account.

(c) You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene, subject to our discretion.

(d) Halsion may suspend, terminate, or otherwise deny Customer's or any Authorized User's access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if: (a) Halsion receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Halsion to do so; or (b) Halsion believes, in its discretion, that: (i) Customer has failed to comply with any material term of these Terms, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under these Terms or in any manner that does not comply with any Documentation; or (ii) Customer is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services.

2.4 Subscriptions

(a) The Services are provided on a subscription basis ("Subscription(s)"). We offer multiple subscription tiers including a free plan and various paid plans. Free plan users receive limited access to the Services with restrictions on usage and features. Paid subscribers are billed in advance on a recurring monthly basis ("Billing Cycle").

(b) At the end of each Billing Cycle, your paid Subscription will automatically renew under the exact same conditions unless you or Halsion cancel it. You may cancel your Subscription renewal through your account settings or by contacting our customer support team.

(c) Free plan users may upgrade to paid plans at any time. Usage limits and feature restrictions apply to each subscription tier as detailed on our Website.

2.5 No Guarantees on Features or Pricing

We are committed to providing a good customer experience, but we do not promise that we will maintain any particular AI model or feature on our platform indefinitely. We may in our sole discretion and at any time modify Subscription fees for any subscriptions we offer. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. Halsion will provide you with reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of Service after Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

2.6 Availability and Support

(a) During the Term, Halsion will endeavor to maximize the availability of the Services and provide support services, provided the Customer acknowledges that Halsion is continuously introducing new functions and benefits which may lead to occasional technical issues and downtime as a result of Website maintenance. Halsion reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Services; (ii) the competitive strength of or market for the Services; or (iii) the Services' cost efficiency or performance; or (b) to comply with Law.

(b) Customers may receive support via our support center found online at https://halsion.freshdesk.com/support/solutions or by contacting support@halsion.ai.

2.7 Acceptable and Restricted Use

(a) Customer shall use the Services exclusively for the purposes authorized in these Terms and in compliance with all Laws and our policies (see Acceptable Use Policy). Customer must take full responsibility for use of the Services, including the generation of Content that is in violation of any Laws.

(b) Any breach of these Terms, including by Customer or applicable Representatives shall be, for the purposes of these Terms, a breach by Customer.

(c) Customer shall not, and shall not permit any other person to, access or use the Services except as expressly permitted by these Terms. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as these Terms expressly permit:

i. share or disclose Login Credentials to anyone other than the specific Authorized User for which the Login Credentials were generated;

ii. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

iii. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or underlying AI models, in whole or in part;

iv. bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of his or her own then valid Login Credentials;

v. input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;

vi. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, in whole or in part;

vii. remove, delete, alter, or obscure any trademarks, specifications, documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any portion of the Services, including any copy thereof;

viii. access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party or that violates any Laws; or

ix. otherwise access or use the Services beyond the scope of the authorization granted under these Terms.

(d) In respect of Outputs, Customer shall not, and shall not permit any other Authorized User to, access or use the Services:

i. to violate Laws or others' rights (including but not limited to, intellectual property and data privacy rights), nor promote, contribute to, encourage, facilitate, plan, incite, or further anyone else's violation of the law or others' rights;

ii. to commit, promote, contribute to, facilitate, encourage, plan, incite, or further any of the following:

a. violence, terrorism or generation of hateful content that discriminates or threatens a protected group of people (whether based on gender, ethnicity, sexual identity or orientation, or religion, among others);

b. exploitation or harm to children, including the solicitation, creation, acquisition, or dissemination of child exploitative content; or

c. encouragement or instructions related to self-harm;

iii. to promote human trafficking, exploitation, and sexual violence;

iv. to harass, abuse, threaten, stalk, or bully individuals or groups of individuals;

v. to create non-consensual nudity or illegal pornographic content;

vi. to create and disseminate extreme gore such as images involving bodily destruction, mutilation, torture or animal abuse;

vii. to discriminate in the provision of employment, employment benefits, credit, housing, other economic benefits, or other essential goods and services on the basis of race, color, caste, religion, sex (including pregnancy, sexual orientation, or gender identity), national origin, age, disability, or genetic information (including family medical history) except as may be required by Law;

viii. to create malicious code, malware, computer viruses or any activity that could disable, overburden, interfere with or impair the proper working, integrity, operation or appearance of a website or computer system;

ix. to intentionally deceive or mislead others, including the use of the Services related to the following:

a. generating, promoting, or furthering fraud or the creation or promotion of disinformation;

b. generating, promoting, or furthering defamatory content, including the creation of defamatory statements, images, or other content;

c. generating, promoting, or further distributing spam;

d. impersonating another individual without consent, authorization, or legal right;

e. representing or misleading people into believing that the Outputs are human-generated;

f. generating or facilitating false online engagement, including fake reviews and other means of fake online engagement;

g. generating or facilitating large-scale disinformation campaigns; or

h. generating political advertisements, propaganda, or influence campaigns;

x. in a manner that fails to appropriately disclose to end users any known dangers of applicable AI system or misrepresent or mislead with respect to its abilities.

3. CUSTOMER RESPONSIBILITIES

3.1 Customer Controls

You have exclusive control and responsibility for determining who is an Authorized User, your subscription tier selection, and what Customer Data is submitted on your behalf into the Services as Inputs. Customer is responsible for the legality of all Inputs, and compliance of Authorized Users with the terms and conditions of these Terms.

3.2 Login Credentials

Customer shall promptly notify Halsion of any known or suspected unauthorized use of any Login Credentials. Any Authorized User who suspects their Login Credential is compromised shall promptly change their password and notify Halsion. New unique Login Credentials will be generated by Halsion and provided to Authorized Users upon email notice to Halsion at support@halsion.ai.

4. FEES AND PAYMENT

4.1 Fees and Billing

(a) We offer both free and paid subscription plans. Free plans provide limited access to the Services with usage restrictions. Paid subscribers pay monthly subscription fees as set out on our website.

(b) To access paid subscription features, Customer will be required to set up billing by providing an accepted payment method, including but not limited to credit card or debit card (collectively, "Payment Method") and authorizing us to charge Customer for their subscription fees.

(c) For paid subscriptions, at the beginning of each month, we will charge the Payment Method on file for the subscription fee. Free plan users are not charged subscription fees but may have limits on usage.

(d) We have certain billing policies to prevent fraudulent use of our Services. Our billing practices may change from time to time, and we will update our Website accordingly.

4.2 Taxes

All Fees and other amounts payable by Customer are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer to Halsion, other than any taxes imposed on Halsion's income.

4.3 Payment

Your payment is executed through third parties, such as Stripe. We do not store your Payment Method information. You are subject to Stripe's terms.

4.4 Late Payment

If Customer fails to make any payment when due for paid subscriptions then, in addition to all other remedies that may be available, Halsion may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under Law, and Customer shall reimburse Halsion for all reasonable costs incurred by Halsion in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees, and if such failure continues for 30 days following written notice thereof, Halsion may suspend performance of the Services until all past due amounts and interest thereon have been paid.

5. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

5.1 Customer Data

As between Customer and Halsion, Customer owns and will continue to own all rights, title, and interest, including all Intellectual Property Rights, in and to its applicable Customer Data, and nothing set out under these Terms shall in any way transfer any right in Customer Data to any other entity. Subject to rights granted us under Section 5.2, Halsion hereby grants to you all right, title and interest in and to Output, including your use of Output for commercial purposes such as sale or publication.

5.2 Consent to Use Customer Data

Customer hereby grants Halsion during the Term a non-exclusive, non-sublicensable (except for the purposes of provision of the Services), royalty-free, license to use, copy, store, transmit, modify, process, and create derivative works of, and display its Customer Data solely to the extent necessary to provide the Output and provide the associated Services under these Terms.

5.3 Halsion Services

As between Customer and Halsion, Halsion and its licensors own, and reserve all rights, title, and interest, including all Intellectual Property Rights, in and to (i) the Services, (ii) all AI Models, and (iii) any Resultant Data.

5.4 Feedback

Customer hereby assigns to Halsion all title and interest in any feedback, comments, ideas, and suggestions for improvement as provided by Customer and any of their Representatives (collectively, "Feedback"). Halsion may, without any obligation, incorporate, use, commercialize and distribute in any manner, including, without limitation, as part of the Services such Feedback without any attribution, payment or other obligation to Customer or its Affiliates.

5.5 Use of Resultant Data

Notwithstanding anything to the contrary, Halsion and its licensors shall have the right to collect and analyze Customer Data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies, and Halsion and its licensors will be free (during and after the term hereof) to (i) use such Resultant Data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services, and (ii) utilize any such Resultant Data for any legal purpose in conformance with Halsion's Privacy Policy.

5.6 DMCA/Copyright Policy

(a) Halsion respects copyright law and expects you to do the same. We have a policy that includes the removal of any infringing material from the Services and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers. If you believe that anything on our Services infringe a copyright that you own or control, you may send us a compliant DMCA takedown notice to our Copyright Agent at support@halsion.ai.

(b) See 17 U.S.C. § 512(c)(3) of the Copyright Act for the requirements of a proper notice. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Halsion for certain costs and damages.

6. REPRESENTATIONS AND WARRANTIES

6.1 Representations and Warranties

Each Customer, if an entity, represents and warrants:

(a) It is duly organized, validly existing, and in good standing as a corporation or other entity under the Law of the jurisdiction of its incorporation or other organization;

(b) It has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under these Terms, including in respect of its Affiliates as contemplated hereunder; and

(c) The execution of any usage of the Services by its representative has been duly authorized by all necessary corporate or organizational action of Customer.

6.2 Additional Customer Representations, Warranties, and Covenants

Customer represents, warrants, and covenants to Halsion that:

(a) It has all rights, licenses, permission, power and authority that are necessary to utilize and share the applicable Inputs in association with its use of the Services;

(b) Neither the Customer Data, nor the use, storage or provision of the Customer Data on or through the Services, will infringe, misappropriate or violate any third-parties' Intellectual Property Rights or other rights of a party, including rights of publicity, privacy or confidentiality;

(c) Customer's use and provision of the Customer Data will not breach any agreement between it and a third party or violate any Laws; and

(d) Customer will not breach these Terms.

7. DISCLAIMER

Please review our disclaimers in detail to understand the scope of your responsibility and your need to do appropriate due diligence in respect of the Services.

General Warranties. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND HALSION AND ITS LICENSORS DO NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER IN CONNECTION WITH THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR AGAINST HIDDEN DEFECTS, TO THE FULLEST EXTENT PERMITTED BY LAW.

Service Levels. HALSION AND ITS LICENSORS DISCLAIM ANY REQUIREMENT OR WARRANTY THAT THE SERVICES WILL BE RELIABLE, UNINTERRUPTED, FREE OF HARMFUL CODE, ACCORDING TO EXPECTATIONS, ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

AI Model Performance. HALSION DOES NOT GUARANTEE THE ACCURACY, QUALITY, OR APPROPRIATENESS OF ANY OUTPUTS GENERATED BY THE AI MODELS. AI-GENERATED CONTENT MAY CONTAIN ERRORS, INACCURACIES, OR INAPPROPRIATE MATERIAL, AND CUSTOMER IS RESPONSIBLE FOR REVIEWING AND VALIDATING ALL OUTPUTS BEFORE USE.

Reliance. HALSION FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM HALSION OR ITS EMPLOYEES OR CONTRACTORS, INCLUDING GUIDANCE PROVIDED IN THE DOCUMENTATION, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Monitoring. HALSION DOES NOT MONITOR OR POLICE DOCUMENTS, CUSTOMER DATA, AND OTHER INFORMATION ENTERED INTO THE SERVICES, OR OUTPUTS GENERATED BY THE AI MODELS.

Inappropriate Output. THE SERVICES ARE CAPABLE OF GENERATING SOME CONTENT THAT IS INAPPROPRIATE, OFFENSIVE, ILLEGAL IN CERTAIN JURISDICTIONS, SUGGESTIVE, PORNOGRAPHIC, LASCIVIOUS, VIOLENT, GRAPHIC, OR RELATED TO FETISHES AND /OR NOT SUITABLE FOR CHILDREN. HALSION DOES NOT CONDONE OR IN ANY WAY ENCOURAGE SUCH CONTENT CREATION, PROVIDED HALSION DOES NOT MONITOR THE CREATION OF SUCH OR ANY CONTENT SPECIFICALLY FOR UNACCEPTABILITY AND CUSTOMER ACKNOWLEDGES THAT ALL CONTENT OUTPUT BY SERVICES IS CUSTOMER'S TO MANAGE, AND AS APPROPRIATE, DELETE, QUARANTINE AND PREVENT FROM FURTHER DISTRIBUTION AND DISSEMINATION.

Account Security. WE ARE NOT RESPONSIBLE FOR ANY FRAUD, WILLFUL MISCONDUCT OR OTHER USE ISSUES WHICH MAY ARISE IN RESPECT OF YOUR ACCOUNT AND THE IMPROPER USE OF YOUR LOG-IN CREDENTIALS. YOU MUST BE VIGILANT IN PROTECTION OF YOUR CREDENTIALS AND MONITOR YOUR PAYMENT METHODS FOR RELATED TRANSACTIONS.

Exceptions. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8. SUSPENSION & TERMINATION

8.1 Term

These Terms commence on the earlier of the date you first open an Account to use the Services or the date when you accepted these Terms by any other applicable action in relation to our Website, and these Terms will remain in full force and effect while you use the Services, unless terminated earlier in accordance with this Section 8.

8.2 Termination by Halsion

If you have breached any provision of these Terms, if Halsion is required to do so by Law (e.g., where the provision of the Services is, or becomes, unlawful), or if it is commercially impractical for Halsion to provide the Services, Halsion shall at its discretion, immediately and without notice, suspend or terminate any of the Services provided to you.

8.3 Termination by You

Other than the clauses noted under Section 8.5, these Terms shall not apply to you upon the earlier of the termination or deletion of Customer's Account and in case Customer is an entity, each of its Authorized Users' Accounts.

8.4 Effect of Termination

If Services are terminated for any reason, your use rights shall cease, and you may not be able to access your Account and all related information or files associated with or inside your Account (or any part thereof) may be deleted. Customer will not have any liability whatsoever to you for any suspension or termination.

8.5 Survival

Notwithstanding the termination or expiration of these Terms, any provisions of these Terms that by their nature should survive termination or expiration will continue in full force and effect subsequent to and notwithstanding such termination or expiration until they are satisfied or by their nature expire. This includes, but is not limited to, this Section 8.5, Sections 1, 5, 6, 7, 9, 10, and 11 of these Terms and any other obligations that may reasonably be expected to be performed or observed after such termination or expiration.

9. INDEMNIFICATION

9.1 Indemnification

Customer shall indemnify, defend, and hold harmless Halsion and its officers, directors, employees, agents, successors, and assigns (each, a "Halsion Indemnitee") from and against any and all Losses incurred by such Halsion Indemnitee resulting from Customer's use of the Services, including in respect of any Action that relates to or arises out of or results from:

(a) Customer Data, including any Inputs, Outputs, and processing of Customer Data by an AI Model;

(b) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer;

(c) allegation of facts that, if true, would constitute Customer's breach of any of its representations, warranties, covenants, or obligations under these Terms;

(d) negligence, or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer, in connection with these Terms.

9.2 Indemnification Procedure

Customer shall promptly assume control of the defense of applicable Actions, and shall employ counsel of its choice to handle and defend the same, at Customer's sole cost and expense. Halsion may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Customer shall not settle any Action on any terms or in any manner that adversely affects the rights of a Halsion Indemnitee without such party's prior written consent, which shall not be unreasonably withheld or delayed.

9.3 Mitigation

If any of the Services are, or in Halsion's opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer's use of the Services is enjoined or threatened to be enjoined, Customer's sole remedy is to terminate its Account and cease any use of the Services.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages

TO THE MAXIMUM EXTENT OF LAW, IN NO EVENT WILL HALSION OR ANY OF ITS LICENSORS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

10.2 Cap on Monetary Liability

TO THE MAXIMUM EXTENT OF LAW, IN NO EVENT WILL HALSION'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE LOWER OF THE TOTAL AMOUNTS PAID OR PAYABLE TO HALSION UNDER THESE TERMS BY CUSTOMER IN THE 6 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR US$100. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.3 Exceptions

(a) LAWS OF CERTAIN JURISDICTIONS DO NOT PERMIT US TO LIMIT CERTAIN DAMAGES AS SET OUT ABOVE IN THIS SECTION 10. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

11. GENERAL

11.1 Entire Agreement and Conflicts

These Terms and the Acceptable Use Policy constitute the complete and exclusive agreement between the Parties concerning the use of the Services and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of these Terms.

11.2 Governing Law and Dispute Resolution

(a) Governing Law. These Terms shall be governed by the Laws of the State of California, exclusive of its choice of law rules. The Convention on Contracts for the International Sale of Goods will not apply. Any Law which provides that the language of a contract shall be construed against the drafter will not apply to these Terms.

(b) Forum Acceptance. If you are using the Services and are not in the United States, you agree that the location for dispute resolution is acceptable to you and that you will not challenge the forum as being inconvenient for you.

(c) Arbitration; Exceptions. Except for any controversy, allegation, or claim that arises out of or relates to our intellectual property rights or requires us to seek an injunction against Customer (each of which may be sought by Halsion in any court of competent jurisdiction) to prevent any imminent harm against Halsion or its users or licensors, any dispute or claim arising out of or related to these Terms (collectively "Excluded Claims"), any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, shall be settled by binding arbitration subject to the U.S. Federal Arbitration Act ("FAA"), federal arbitration law and in accordance with the rules of the American Arbitration Association. The sole arbitrator's decision is final, except for a limited review by courts under the FAA, and can be enforced like any other court order or judgment.

(d) Individual Arbitration; No Class Action. To the fullest extent permitted by Law, no arbitration or claim under these Terms shall be joined to any other arbitration or claim, including any arbitration or claim involving any other current or former user of our Services, and no class arbitration proceedings shall be permitted. Customer agrees to waive any right to commence or participate in any class action against Halsion related to any claim and, where applicable, Customer also agrees to opt out of any class proceedings against Halsion.

(e) Arbitrator Authority. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this arbitration agreement, including any contention that all or any part of this arbitration agreement is void or voidable.

(f) Severability. If any provision of this arbitration clause is found to be unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced.

(g) Execution. This arbitration and no class action clause shall be effective upon acceptance by Customer of these Terms and shall survive the termination or expiration of these Terms.

11.3 Amendments to Terms

Halsion may amend these Terms at any time by posting the amended terms on this site, which modifications will become effective as of the first day of the calendar month following the month in which they were first posted. It is your responsibility to review these Terms periodically. Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

11.4 Waiver, Severability, Headings

Halsion's waiver of any default or breach of these Terms will not constitute a waiver of any other or subsequent default or breach. In the event any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect. The headings in these Terms are for the convenience of reference only and have no legal effect.

11.5 Notices

Customers may send us any material notice via email to support@halsion.ai.

11.6 California Residents

If you reside in California, you are entitled to address grievance to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by calling them at (800) 952-5210.

11.7 Compliance with Laws and Export Regulations

(a) Customer agrees to comply with all Laws with respect to its activities hereunder, and agrees not to export or re-export, directly or indirectly, the Services or any other information or materials provided by us to any country where such export is restricted or requires an export license or governmental approval, without first obtaining the necessary permissions. The Services may not be exported or re-exported (a) to any country under a U.S. embargo or designated by the U.S. Government as a "terrorist-supporting" country, or (b) to any individual or entity listed on U.S. Government lists of prohibited or restricted parties, such as the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons or Entity List.

(b) By using the Services, CUSTOMER CONFIRMS AND WARRANT THAT YOU ARE NOT LOCATED IN SUCH A COUNTRY OR LISTED ON ANY SUCH PROHIBITED LIST. You are responsible for complying with all applicable U.S. export laws and regulations at your own expense.

11.8 Relationship Between the Parties

Nothing in these Terms will be construed to create a partnership, joint venture, or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other's behalf without such other Parties' prior written consent.

11.9 Assignment

Halsion may assign these Terms and any rights and obligations hereunder but Customer may not assign or transfer these Terms in whole or in part without Halsion's prior written consent.

11.10 No Third-Party Beneficiaries

These Terms apply only to Halsion and Customer and their respective successors and permitted assigns, and do not confer any rights or remedies upon any person other than the parties to these Terms.

11.11 Interpretation

For purposes of these Terms: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to these Terms as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders.

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ACCEPTABLE USE POLICY

This Acceptable Use Policy is part of our Terms of Service and describes prohibited uses of Halsion's Services. The examples described in this policy are not exhaustive. We may modify this policy at any time by posting a revised version on our website.

Prohibited Content

You may not use our Services to generate, create, or distribute content that:

• Is illegal, harmful, or violates any applicable laws or regulations
• Infringes on intellectual property rights or other proprietary rights of others
• Contains hate speech, harassment, or threats against individuals or groups
• Depicts, promotes, or facilitates violence, self-harm, or illegal activities
• Contains adult content involving minors or non-consensual intimate imagery
• Is defamatory, misleading, or fraudulent
• Violates privacy rights or contains personal information without consent
• Promotes discrimination based on protected characteristics

Prohibited Activities

You may not:

• Attempt to reverse engineer, hack, or circumvent our Services
• Use our Services for any automated or bulk processing without permission
• Share your account credentials or allow unauthorized access to your account
• Attempt to overload or disrupt our Services or infrastructure
• Use our Services to train competing AI models or services
• Misrepresent the source of AI-generated content as human-created
• Use our Services for political campaigning or lobbying activities
• Create content intended to deceive, manipulate, or spread misinformation

Enforcement

We reserve the right to remove content, suspend accounts, or take other appropriate action when we become aware of violations of this policy. We may also report illegal activities to appropriate authorities.

If you encounter content that violates this policy, please report it to us at support@halsion.ai.

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COMMUNITY GUIDELINES

Halsion is committed to fostering a positive, creative, and respectful community. These guidelines help ensure our platform remains a safe and productive environment for all users.

Be Respectful

• Treat all community members with respect and kindness
• Respect diverse perspectives, backgrounds, and creative approaches
• Avoid language or behavior that could be considered harassment or discrimination
• Respect intellectual property rights when sharing or discussing content

Create Responsibly

• Use our AI tools for legitimate creative and productive purposes
• Be mindful of the potential impact of AI-generated content on others
• Consider adding appropriate disclosures when sharing AI-generated content
• Respect content policies and community standards

Help Build a Better Community

• Share knowledge and help other users learn to use our tools effectively
• Provide constructive feedback and suggestions
• Report violations of our Terms of Service or Community Guidelines
• Engage in good-faith discussions about AI ethics and responsible use

Privacy and Safety

• Protect your account security and personal information
• Respect others' privacy and do not share personal information without consent
• Be cautious about sharing sensitive or confidential information
• Report any security concerns or suspicious activity

Consequences

Violations of these Community Guidelines may result in warnings, content removal, account suspension, or permanent account termination, depending on the severity and frequency of violations.

We reserve the right to modify these guidelines as our community grows and evolves. Questions about these guidelines can be directed to support@halsion.ai.