These Terms of Service (the "Terms") form a binding agreement between SWAGENTI Inc. ("SWAGENTI", "we", "us", or "our") and the entity or organization that accesses or uses ChloAI ("Customer", "you", or "your").

If an individual accepts these Terms or uses ChloAI on behalf of an organization, that individual represents and warrants that they have authority to bind that organization.

ChloAI is intended for business use only. These Terms are not intended for consumer use outside a commercial, professional, or business context.

1. Service and Beta Status

ChloAI is an AI-powered fashion workflow platform that helps teams manage assets, collaborate, generate AI-assisted creative materials, and streamline workflow and handoff processes.

ChloAI is currently offered in a closed-beta phase. Features may change, be suspended, or be removed at any time.

2. Accounts, Organizations, and Administrators

You are responsible for:

• ensuring that all users accessing ChloAI under your organization are authorized to do so;
• maintaining the confidentiality of account credentials;
• promptly notifying us of unauthorized use or suspected compromise; and
• ensuring that organization administrators manage users, permissions, and workspace content appropriately.

You must provide accurate account information and keep it reasonably up to date.

3. Acceptable Use

You must not:

• use ChloAI in violation of applicable law or regulation;
• use ChloAI for unlawful, infringing, deceptive, abusive, harmful, or fraudulent purposes;
• upload or submit content you do not have the right to use;
• attempt to reverse engineer, decompile, extract source code, extract model weights, scrape, probe, or circumvent technical protections;
• access ChloAI through unauthorized automation or overload the service in a way that threatens stability, security, or cost control;
• use ChloAI to build or train a competing model or service using non-public aspects of the service;
• publicly benchmark, publish performance tests, or disclose non-public product information from the beta without our prior written consent; or
• use AI features to generate unlawful content, content that infringes rights, non-consensual intimate content, content involving minors in a sexual context, or content promoting violence, hatred, or criminal activity.

During the beta, we may throttle, restrict, suspend, or otherwise manage usage levels that are unreasonable, abusive, or operationally risky.

4. Customer Content

a. Ownership

As between you and SWAGENTI, you retain all right, title, and interest in and to the content you upload, submit, store, or create in ChloAI ("Customer Content").

b. Limited license to provide the service

You grant SWAGENTI a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, process, and otherwise use Customer Content only as necessary to:

• provide, maintain, secure, and support ChloAI;
• prevent, detect, and address fraud, abuse, technical issues, or security incidents; and
• comply with law and enforce these Terms.

This license ends when the relevant Customer Content is deleted from the service, subject to reasonable residual retention in backups, logs, and legal records as described in our Privacy Policy.

c. Your responsibilities

You represent and warrant that:

• you own or control the necessary rights, consents, permissions, and lawful basis required for Customer Content;
• Customer Content and your use of it through ChloAI do not infringe or violate any law or third-party rights; and
• you will not submit Customer Content that you are not authorized to provide.

d. Training statement

SWAGENTI does not use Customer Content to train foundation models, and where third-party AI providers are used, SWAGENTI uses commercial terms that do not permit such training except where a customer has expressly opted in.

5. AI Features and Outputs

a. AI-assisted features

ChloAI may provide AI-assisted suggestions, generations, transformations, and related outputs ("Outputs").

b. Ownership of Outputs

Subject to your compliance with these Terms and to applicable law, SWAGENTI assigns to you any rights it may have in Outputs generated for you through ChloAI, to the extent those rights exist and are assignable.

c. Non-uniqueness and copyright limits

Outputs may not be unique. Similar or identical outputs may be generated for other users. Some Outputs may not qualify for copyright protection in all jurisdictions.

d. Human review required

AI features are probabilistic. Outputs may contain errors, inaccuracies, omissions, or hallucinations.

You are solely responsible for reviewing and validating Outputs before using them for production, manufacturing, sourcing, costing, specification work, compliance, or any other use where accuracy matters.

SWAGENTI is not responsible for losses arising from your reliance on unverified Outputs.

6. Third-Party Services and Integrations

ChloAI depends on third-party services such as infrastructure providers, email providers, identity providers, payment processors, and AI model providers.

Certain features may also interact with third-party integrations enabled by you or your organization.

We are not responsible for third-party services, third-party content, or third-party integrations, except to the extent required by applicable law. Your use of those services may be subject to separate third-party terms.

7. Privacy and Data Protection

Our handling of personal information is described in the ChloAI Privacy Policy.

Where SWAGENTI processes personal information on behalf of a Customer organization as a processor or service provider, the parties may enter into SWAGENTI's then-current Data Processing Addendum if required by applicable law or agreed in writing.

8. Fees and Future Paid Plans

ChloAI is currently offered without fees during the closed beta unless otherwise agreed in writing.

We may introduce paid plans or paid features in the future. If we do, we will give advance notice of the applicable pricing and effective date. Continued use after that date will constitute acceptance of the new pricing unless you terminate beforehand.

9. Suspension and Termination

a. By Customer

You may stop using ChloAI at any time. Organization administrators may request closure of their organization account.

b. By SWAGENTI

We may suspend or terminate access immediately if:

• you materially breach these Terms;
• your use creates a security, legal, or operational risk;
• we are required to do so by law; or
• the closed beta ends.

c. Effect of termination

On termination, your right to access ChloAI ends. We may delete Customer Content and account data in accordance with our Privacy Policy and retention practices.

Sections that by their nature should survive termination will survive, including those covering intellectual property, disclaimers, liability limits, confidentiality, indemnity, governing law, and general terms.

10. Disclaimers

To the maximum extent permitted by law, ChloAI is provided "as is" and "as available."

During the beta, we make no warranty that:

• the service will be uninterrupted, timely, secure, or error-free;
• defects will be corrected;
• any feature will continue to exist;
• Customer Content will never be lost or unavailable; or
• Outputs will be accurate, complete, unique, or suitable for any particular purpose.

No service level agreement or uptime commitment applies during the beta unless we expressly agree otherwise in writing.

11. Limitation of Liability

To the maximum extent permitted by law:

a.

Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, anticipated savings, or data, arising out of or relating to these Terms or ChloAI.

b.

SWAGENTI's total aggregate liability arising out of or relating to these Terms or ChloAI will not exceed the greater of:

• the amount paid by Customer to SWAGENTI for ChloAI in the 12 months before the event giving rise to the claim; or
• CAD $100.

c.

Nothing in these Terms excludes liability that cannot be excluded or limited under applicable law.

12. Indemnity

Customer will defend, indemnify, and hold harmless SWAGENTI, its affiliates, and their directors, officers, employees, and contractors from and against third-party claims, damages, losses, liabilities, and reasonable legal fees arising out of or relating to:

• Customer Content;
• Customer's breach of these Terms;
• Customer's unlawful or unauthorized use of ChloAI; or
• Customer's use of Outputs.

13. Confidentiality

Each party may receive confidential information from the other.

Confidential information includes:

• Customer Content and non-public customer workspace information; and
• non-public product, technical, commercial, and operational information about ChloAI.

Each party will:

• use the other party's confidential information only as needed to exercise rights or perform obligations under these Terms;
• protect it using reasonable care; and
• not disclose it except to personnel, contractors, or advisers who need to know it and are bound by confidentiality obligations.

Confidentiality obligations do not apply to information that is publicly available without breach, already lawfully known, independently developed without use of confidential information, or lawfully received from a third party without duty of confidentiality.

14. Changes to these Terms

We may update these Terms from time to time.

If we make a material change, we will provide notice by posting the updated Terms, updating the effective date, and giving any additional notice that is legally required or reasonably appropriate.

If you continue using ChloAI after the updated Terms take effect, you agree to the updated Terms.

15. Governing Law and Venue

These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable there, without regard to conflict-of-law rules.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or relating to these Terms or ChloAI will be brought exclusively before the courts of the District of Montreal, Quebec, except that either party may seek interim, injunctive, or equitable relief in any court of competent jurisdiction.

16. Language

To the extent permitted by applicable law, the parties confirm their wish that these Terms and all related documents be drawn up in English.

For any Customer to whom mandatory Quebec French-language rules apply, acceptance of this English version is effective only after a French version has been made available as required by law.

Les parties confirment leur volonté que les présentes conditions et les documents qui s'y rattachent soient rédigés en anglais, sous réserve des règles impératives applicables en matière de langue française au Québec.

17. General

a. Entire agreement

These Terms and the Privacy Policy form the entire agreement between the parties regarding ChloAI, unless the parties sign a separate written agreement that supersedes them.

b. Assignment

Customer may not assign these Terms without our prior written consent. We may assign these Terms in connection with an affiliate transaction, financing, merger, acquisition, or sale of assets.

c. Severability

If any provision is held unenforceable, the rest remains in effect, and the unenforceable part will be interpreted to the minimum extent necessary to make it valid if possible.

d. No waiver

A failure to enforce any provision is not a waiver.

e. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control.

f. Independent contractors

The parties are independent contractors. These Terms do not create a partnership, agency, fiduciary, or employment relationship.

g. Feedback

We may use feedback, suggestions, and ideas you provide about ChloAI without restriction and without any obligation to you.

18. Contact

General: info@chloai.design

Privacy: privacy@chloai.design

Security: security@chloai.design

Legal: legal@chloai.design

Mailing address: info@chloai.design