1. Acceptance of Terms
These Terms and Conditions ("Terms") constitute a legally binding agreement governing your access to and use of Imagefirm's website, services, and content, including, but not limited to, AI-generated visuals, training materials, strategic planning resources, and consulting services (collectively, the "Services"). By accessing or using our website, Services, or any portion thereof, you, on behalf of yourself and any entity you represent ("you" or "your"), acknowledge that you have read, understood, and agree to be bound by these Terms and any modifications, supplements, or amendments subsequently made hereto. Your continued use of our website or Services following the posting of any changes to these Terms constitutes your unconditional acceptance of such changes. If you do not agree to all of the terms and conditions contained herein, you are expressly prohibited from accessing or using our website or Services and must discontinue such use immediately.

2. Description of Services
Imagefirm is a provider of specialized services that leverage artificial intelligence ("AI") and human artistic expertise to empower individuals and businesses to effectively utilize AI for visual communication. Our offerings, which may be modified, updated, expanded, or discontinued from time to time at our sole discretion, include, but are not limited to:

Training and guidance for individuals and businesses on AI content creation, including access to proprietary training materials and methodologies.
Consulting services to provide know-how, strategic advice, and implementation guidance to businesses seeking to integrate AI into their visual communication strategies.

Development of bespoke visual content tailored to client specifications, including the creation of AI-generated visuals in accordance with client-provided parameters and artistic direction. Imagefirm retains the right to refuse any request for bespoke content that it deems to be unethical, unlawful, or otherwise objectionable. The specific details and scope of any bespoke content creation shall be outlined in a separate written agreement.

3. Definitions
For purposes of these Terms, the following definitions shall apply:
"AI-Generated Visuals" means any visual content, including but not limited to images, graphics, and other visual representations, created through the use of artificial intelligence technology.

"Bespoke Content" means visual content created by Imagefirm for a specific client as part of a separate agreement, tailored to the client's individual requirements and specifications.

"Client Input" means any data, information, or materials provided by the client to Imagefirm, including but not limited to brand assets, style guidelines, and other creative materials.

"Imagefirm Content" means all materials, data, and information provided by Imagefirm through its website or Services, including but not limited to AI-Generated Visuals (except for Bespoke Content), training materials, strategic planning resources, methodologies, algorithms, software, and other intellectual property.

"Intellectual Property Rights" means all intellectual property rights and proprietary rights, including but not limited to: (i) copyrights, patents, trade secrets, trademarks, service marks, and other rights in works of authorship; (ii) all rights in inventions; (iii) all rights in trade names, logos, and domain names; and (iv) all other intellectual property rights of every kind and nature however denominated, whether registered or unregistered, now known or hereafter devised, in any and all forms of media throughout the universe, including all applications, renewals, extensions, and continuations thereof.

"Services" means the services provided by Imagefirm as described in Section 2 herein.
"Underlying Technology" means the AI models, algorithms, software, and other technology used by Imagefirm to provide the Services.
"Prompt Engineering" means the process and techniques utilized by Imagefirm to create instructions, prompts, and parameters provided to the AI to generate visual content.
"AI Training Data" means the data sets used to train the AI models employed by Imagefirm.

4. Use of Content
Imagefirm Content: All Imagefirm Content, including any derivative works, is owned by Imagefirm or its licensors and is protected by applicable Intellectual Property Rights. Imagefirm claims exclusive ownership of its unique methodology, prompt engineering techniques, strategic frameworks, training curricula, and other proprietary materials employed in the creation, deployment, and provision of its Services. Imagefirm's ownership extends to all modifications, enhancements, and improvements made to the Imagefirm Content, regardless of whether such modifications, enhancements, or improvements are made by Imagefirm or its contractors.

Client-Specific Content: Bespoke Content created by Imagefirm for a specific client is provided to that client for their use as outlined in a separate written agreement. The terms of such separate agreement shall govern the client's rights and obligations with respect to such Bespoke Content, including any limitations on use, sublicensing, or further distribution.

Permitted Use:
For Training and Guidance: Clients who receive training and guidance from Imagefirm may use the knowledge and skills gained for their own internal content creation purposes, subject to the restrictions set forth herein. This permitted use does not include the right to create derivative works of Imagefirm's training materials for commercial distribution or resale.

For Bespoke Content: Clients receiving Bespoke Content may use said content for their own internal business purposes, including commercial use, subject to the terms of the separate written agreement governing the provision of such Bespoke Content. The client's use of Bespoke Content shall be limited to the specific purposes outlined in the separate agreement and shall not include any unauthorized use, modification, or distribution.

Restrictions: Unless you have obtained prior written consent from Imagefirm, which consent may be withheld, conditioned, or delayed in Imagefirm's sole discretion, you are expressly prohibited from:
Modifying, reproducing, distributing, displaying, performing, or creating derivative works of Imagefirm's Content, in whole or in part. For the purposes of these Terms, "derivative works" means any work that is based upon one or more pre-existing Imagefirm assets, and recasts, transforms, or adapts those assets, including but not limited to, any alteration, modification, or adaptation that changes the visual appearance, composition, or underlying code of the original Imagefirm Content. This restriction applies to all forms of media, whether now known or hereafter devised, including but not limited to, digital formats, print media, and broadcast media.

Using Imagefirm's Content in any manner that infringes upon the Intellectual Property Rights or other rights of Imagefirm or any third party. You are solely responsible for ensuring that your use of Imagefirm's Content complies with all applicable laws and regulations, including but not limited to copyright laws, trademark laws, laws relating to the right of publicity, and laws relating to unfair competition. You shall obtain all necessary permissions, licenses, and releases from any third party whose rights may be implicated by your use of Imagefirm's Content. You shall indemnify and hold Imagefirm harmless from any claims arising from your failure to obtain such permissions, licenses, and releases.

Using any automated means, including robots, spiders, data mining tools, or similar data gathering and extraction tools, to access, scrape, or collect Imagefirm's Content without our express prior written consent. This prohibition extends to any attempt to circumvent any technological measures implemented by Imagefirm to prevent unauthorized access to its Content.

Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code, algorithms, or Underlying Technology used in connection with Imagefirm's Services. This restriction includes, but is not limited to, any attempt to analyze the structure, sequence, or organization of the Underlying Technology.

5. Intellectual Property
Ownership: Imagefirm retains all right, title, and interest in and to its website, Services, and Imagefirm Content, including all Intellectual Property Rights therein. This includes, but is not limited to, all copyrights, trademarks, patents, trade secrets, and other proprietary rights. Specifically, Imagefirm claims exclusive ownership of its unique methodology, prompt engineering techniques, training curricula, strategic frameworks, algorithms, software, and all other technology employed in the provision of its Services. Imagefirm's ownership rights are absolute and unconditional, and shall not be limited or diminished by any use or modification of the Imagefirm Content by any third party. Imagefirm also retains ownership of any data used to train its AI models, which is proprietary and confidential.

AI-Generated Content: Imagefirm utilizes artificial intelligence technology as a tool in its service delivery, exercising substantial human artistic and strategic direction to create original works. You acknowledge and agree that the legal status of AI-Generated Content is evolving and presents unique challenges with respect to the determination of authorship and ownership. Imagefirm makes no representations or warranties as to the copyrightability of AI-Generated Content. 

Rights in AI-Generated Content for Bespoke Projects: For Bespoke Content created by Imagefirm for a client, Imagefirm grants the client a non-exclusive, limited license for commercial use, subject to the terms and conditions of the separate written agreement governing the provision of such Bespoke Content. Imagefirm does not claim copyright ownership in the final AI-Generated Visual Content delivered to the client to the extent such output is not protectable under applicable law. Imagefirm makes no representations or warranties regarding the client's ability to secure Intellectual Property Rights in such AI-Generated Visual Content, and Imagefirm explicitly disclaims any liability for any claims of infringement brought by third parties arising from the client's use of the AI-Generated Visual Content. The client acknowledges that third parties may claim ownership in or assert restrictions on the use of AI-Generated Visuals. Imagefirm reserves the right to use the Bespoke Content for its own promotional and marketing purposes, unless otherwise agreed in writing with the client.

Underlying Technology: The Underlying Technology used by Imagefirm to provide its Services is proprietary to Imagefirm or its licensors and is protected by Intellectual Property Rights. Clients acquire no rights, title, or interest in such Underlying Technology. Any use of the Underlying Technology other than as expressly permitted by these Terms is strictly prohibited and shall constitute a material breach of these Terms. This prohibition includes, but is not limited to, any attempt to reverse engineer, decompile, disassemble, or access the source code, design, or logic of the Underlying Technology.

Client Input: Imagefirm only requires client email and phone number. Client grants Imagefirm a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use the client email and phone number as necessary to provide the services. Imagefirm will implement reasonable measures, consistent with industry standards and applicable privacy laws, to protect the security and confidentiality of Client Input. Imagefirm shall not be liable for any unauthorized access to or disclosure of Client Input that is not caused by its gross negligence or willful misconduct. Imagefirm shall retain Client Input only as long as necessary to provide the Services and as required by applicable law.

6. Client Responsibilities
You are responsible for:
Providing accurate, complete, and current information as required for the provision of Services. You represent and warrant that all information provided to Imagefirm is truthful, accurate, and not misleading.

Complying with all applicable laws, regulations, and industry standards, including but not limited to, those relating to data privacy, intellectual property, and online conduct, in your use of Imagefirm's Services and Imagefirm Content. You shall be solely responsible for determining the legality of your use of the Services and Imagefirm Content in your jurisdiction.

Ensuring that your use of Imagefirm's Content does not infringe the Intellectual Property Rights or other rights of any third party. You are solely responsible for obtaining any necessary permissions, licenses, and releases from any third party whose rights may be implicated by your use of Imagefirm's Content. You shall indemnify and hold Imagefirm harmless from any claims arising from your failure to obtain such permissions, licenses, and releases.

Using Imagefirm’s Services in an acceptable manner and refraining from any misuse, including but not limited to: unlawful activities, infringement of third-party rights, transmission of harmful software, or any activity that disrupts the integrity, security, or performance of Imagefirm’s Services or the systems of other users. You shall not use the Services to: (i) transmit any viruses, worms, or other malicious code; (ii) engage in any activity that interferes with or disrupts the Services; (iii) attempt to gain unauthorized access to Imagefirm's systems or networks; or (iv) impersonate any person or entity. You shall not use the Services to generate content that is defamatory, obscene, harassing, offensive, or otherwise objectionable.

7. Payments and Fees
You agree to pay all fees associated with your use of Imagefirm's Services in accordance with the terms outlined in a separate written agreement or fee schedule. Payment terms may include one-time fees or recurring fees, as specified in the agreement. All fees are stated in United States Dollars (USD) unless otherwise expressly agreed in writing. You shall be responsible for all applicable taxes, duties, and other charges associated with your use of the Services.

Imagefirm reserves the right to modify its fees at any time upon thirty (30) days' prior written notice to you. Such notice shall be provided in writing, either electronically or through a conspicuous posting on Imagefirm's website. Your continued use of the Services following the effective date of any fee change constitutes your acceptance of such change. Imagefirm shall have the right to suspend or terminate your access to the Services if you fail to pay any fees when due.

Unless otherwise expressly stated in our policies or in a separate written agreement, all payments are non-refundable. You shall be responsible for all costs and expenses associated with any late payments, including but not limited to interest charges at the highest rate permitted by applicable law, collection costs, and reasonable attorneys' fees. Imagefirm reserves the right to pursue all available legal remedies to collect any unpaid fees.

8. Disclaimer of Warranties
IMAGEFIRM PROVIDES ITS WEBSITE, SERVICES, AND IMAGEFIRM CONTENT ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IMAGEFIRM EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

IMAGEFIRM DOES NOT WARRANT THAT ITS WEBSITE, SERVICES, OR IMAGEFIRM CONTENT WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SPECIFICALLY, AND WITHOUT LIMITATION, IMAGEFIRM DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AI-GENERATED CONTENT, WHICH BY ITS NATURE MAY BE SUBJECT TO INACCURACIES, VARIATIONS, UNPREDICTABLE OUTPUT, POTENTIAL SIMILARITIES TO EXISTING WORKS, AND OTHER LIMITATIONS. IMAGEFIRM MAKES NO WARRANTIES REGARDING THE RESULTS OF YOUR USE OF THE SERVICES OR THE SUITABILITY OF THE AI-GENERATED CONTENT FOR YOUR SPECIFIC PURPOSES. IMAGEFIRM DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

9. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IMAGEFIRM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, OUR WEBSITE, SERVICES, OR IMAGEFIRM CONTENT, EVEN IF IMAGEFIRM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. IMAGEFIRM SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE INHERENT LIMITATIONS OR UNPREDICTABILITY OF ARTIFICIAL INTELLIGENCE TECHNOLOGY, OR FOR ANY CLAIMS ARISING FROM THE UNAUTHORIZED USE OR MODIFICATION OF AI-GENERATED CONTENT BY THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT THE ALLOCATION OF RISK SET FORTH IN THIS LIMITATION OF LIABILITY CLAUSE IS A MATERIAL ELEMENT OF THESE TERMS AND THAT IMAGEFIRM WOULD NOT PROVIDE THE SERVICES TO YOU WITHOUT SUCH LIMITATION.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO IMAGEFIRM FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOU ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY IS REASONABLE AND PROPORTIONATE TO THE BENEFITS YOU RECEIVE FROM THE SERVICES.

10. Indemnification
You agree to indemnify, defend, and hold Imagefirm and its officers, directors, employees, agents, affiliates, successors, and assigns harmless from and against any and all claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees and court costs, arising out of or in connection with your access to or use of our website, Services, and Imagefirm Content, your violation of these Terms, or your infringement of any Intellectual Property Rights or other right of any person or entity, including, but not limited to, claims of: (i) copyright infringement; (ii) trademark infringement; (iii) violation of any applicable laws or regulations; (iv) unauthorized use or modification of Imagefirm Content; (v) your provision of inaccurate or incomplete information; or (vi) your misuse of the Services. This indemnification obligation shall survive the termination of these Terms and your use of our Services. Imagefirm shall have the right to control the defense and settlement of any claim subject to indemnification by you, and you shall not settle any such claim without the prior written consent of Imagefirm, which consent shall not be unreasonably withheld. You shall cooperate fully with Imagefirm in the defense of any such claim.

11. Termination
Imagefirm may terminate or suspend your access to our Services, in whole or in part, at any time, with or without cause, and with or without notice, in our sole discretion. For purposes of illustration and not limitation, "cause" shall include: (a) your breach of these Terms; (b) your violation of any applicable law or regulation; (c) your failure to pay any fees owed to Imagefirm; (d) any conduct that Imagefirm, in its sole discretion, deems harmful to its business or reputation; (e) your use of the Services in a manner that infringes the Intellectual Property Rights of Imagefirm or any third party; or (f) any attempt to reverse engineer, decompile, disassemble, or access the Underlying Technology. Upon termination, your right to access and use the Services shall immediately cease, and you shall immediately return or destroy any copies of Imagefirm Content in your possession or control. Imagefirm shall not be liable for any damages or losses resulting from any termination or suspension of your access to the Services.

12. Dispute Resolution
Good Faith Negotiation: Imagefirm is committed to operating with the highest ethical standards. In the event of any dispute arising out of or relating to these Terms or the Services, Imagefirm agrees to engage in good-faith negotiations with you to reach a mutually agreeable resolution. Both parties shall cooperate fully and diligently in such negotiations and shall provide all information reasonably requested by the other party. The parties agree to keep all such negotiations confidential.

Arbitration: If good-faith negotiation does not resolve the dispute within thirty (30) days, the parties agree that such dispute shall be finally and exclusively resolved by binding arbitration in accordance with the rules of the American Arbitration Association ("AAA") then in effect. The arbitration shall be conducted in Las Vegas, Nevada. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, in accordance with the AAA rules. The arbitrator shall be a neutral third party with substantial experience in intellectual property law and technology transactions. The arbitrator shall have the authority to award any remedies available under applicable law, including injunctive relief and specific performance. The decision of the arbitrator shall be final and binding on both parties and may be enforced in any court of competent jurisdiction. The prevailing party in any arbitration shall be entitled to recover its reasonable attorneys' fees and costs. The arbitration proceedings and all related communications shall be kept confidential.

Choice of Forum and Venue: To the extent that any legal action is permitted under these Terms, such action shall be brought exclusively in the state or federal courts located in Las Vegas, Nevada, and you hereby consent to the exclusive jurisdiction and venue of such courts. You irrevocably submit to the personal jurisdiction of such courts and waive any objection to such jurisdiction or venue, including any claim of inconvenient forum.

Waiver of Jury Trial: You hereby irrevocably waive any right you may have to a trial by jury in any action, proceeding, or counterclaim relating to these Terms or the Services.

13. Governing Law
These Terms and any dispute arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws principles. You agree to comply with all applicable laws, statutes, ordinances, and regulations, including, without limitation, those relating to data privacy, intellectual property, online conduct, and consumer protection, in all applicable jurisdictions.

14. Data Privacy
Imagefirm is committed to protecting the privacy of your information. We collect and process your data in accordance with our Privacy Policy, which is incorporated herein by reference. By using our Services, you consent to the collection, use, and disclosure of your information as described in our Privacy Policy. Imagefirm shall implement and maintain reasonable security measures, consistent with industry standards and applicable privacy laws, to protect your data from unauthorized access, use, or disclosure. In the event of a data breach, Imagefirm shall comply with all applicable data breach notification laws and shall take reasonable steps to mitigate the effects of such breach.

15. Entire Agreement
These Terms, together with any other agreements or policies referenced herein, including the Privacy Policy and any separate written agreements between you and Imagefirm, constitute the entire agreement between you and Imagefirm regarding your access to and use of our website, Services, and Imagefirm Content, and supersede all prior or contemporaneous communications and proposals, whether oral or written, between you and Imagefirm. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by a duly authorized representative of both parties. You acknowledge that you have not relied on any representations or statements, express or implied, not contained in these Terms.

16. Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be struck and the remaining provisions shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, and the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves the intended economic and legal effect of the original provision. If the parties are unable to agree on a replacement provision, a court of competent jurisdiction shall construe the remaining provisions in a manner that best reflects the parties' original intent.

17. Waiver
No waiver of any provision of these Terms shall be effective unless in writing and signed by a duly authorized representative of Imagefirm. No failure or delay by Imagefirm in exercising any right, power, or privilege under these Terms shall operate as a waiver of such right, power, or privilege, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. Any waiver by Imagefirm of a breach of any provision of these Terms shall not operate as a waiver of any subsequent breach of the same provision or any other provision.

18. Contact Us
If you have any questions about these Terms, please contact us at:
Esin Inc. (operating as ImageFirm)
6028 Conroe Ct
Las Vegas NV 89118-0104

Email: corporate@esin.com
Tel: +1-844-ESINAI