Terms of Service for Zolak.Staging

1.1. Account Creation. You must register for an account ("Account") to access the Services. In registering an Account, you represent and warrant that (1) all registration information you submit will be true, accurate, current, and complete; and (2) you will maintain the accuracy of such information and promptly update it as necessary to keep it true, accurate, current, and complete.

1.2. Account Eligibility. You represent that you are at least 13 years of age (or the age of legal majority in your jurisdiction) and are not barred from using the Services under applicable law. The Services are directed primarily to real-estate professionals, brokerages, developers, property managers, home-staging providers, interior designers and related businesses acting in a professional capacity.

1.3. Security. You are responsible for all activities that occur under your Account and for maintaining the confidentiality of your login credentials. You must notify us immediately of any unauthorized use of your Account or any other breach of security. We cannot in any circumstances be held liable in the event of the loss, disclosure, dissemination, theft or unauthorized use by third parties, on any basis, of your login credentials.

2.1. Subscription Tiers. We offer various subscription plans ("Subscriptions") providing access to different levels of Service features, including credit allowances, brand-configuration options, PDF deliverable templates, and add-on functionality. The specific features and pricing of each Subscription tier are detailed on the Zolak.Staging pricing page, which is incorporated by reference into this Agreement.

2.2. Subscription Fees and Billing Cycle. By purchasing a Subscription, you agree to pay the applicable subscription fees ("Subscription Fees") and to the terms of the respective Subscription. Subscription Fees are billed in advance on a monthly or annual basis, as chosen by you, and will auto-renew until you cancel.

2.3. Third-Party Payment Processing. We use Stripe, Inc. ("Stripe") as our third-party service provider to process payments. All payment information, including card numbers, bank account details, billing address, and other financial data, is submitted directly to Stripe. We do not collect, store, or have access to any payment card or banking information used to complete transactions.

Stripe's processing of your payment is governed exclusively by Stripe's own Terms and Conditions (https://stripe.com/legal) and Privacy Policy (https://stripe.com/privacy), and Stripe may collect, use, process, and store your information in accordance with those documents. Stripe maintains its own security measures, including compliance with the Payment Card Industry Data Security Standard (PCI-DSS).

By initiating payment or subscribing to any Service, you:

1. a)authorize Stripe to charge your designated payment method for all applicable fees, including recurring Subscription charges where relevant;
2. b)agree that we are not responsible for any errors, delays, or issues arising from payment processes performed solely by Stripe;
3. c)acknowledge that Stripe may conduct fraud monitoring, identity verification, or other risk-assessment activities; and
4. d)accept that any disputes concerning the processing of payments, payment failures, refunds, chargebacks, or unauthorized transactions may require communication directly with Stripe in accordance with their policies.

We reserve the right to change our third-party payment processor at any time; any such change will not affect payments already processed by Stripe.

2.4. Cancellation. You may cancel your Subscription at any time through your Account settings. Cancellation will take effect at the end of your current billing cycle. NO REFUNDS OR CREDITS will be provided for partial subscription periods.

2.5. Price Changes. We reserve the right to change Subscription Fees. We will provide you with at least 30 days' notice of any fee change. Your continued use of the Services after the fee change constitutes your agreement to pay the new amount.

3.1. Zolak.Staging Platform. The proprietary cloud-based software platform available at zolak.homes that enables the creation, management, generation, and delivery of AI-based virtual staging visuals for real-estate properties, including all related software, tools, APIs, analytics, documentation, and any updates, enhancements, or modifications made available by us.

3.2. Zolak.Staging Workspace. The content management area of the Platform that enables users to securely upload, store, organize, manage, and distribute Input Images and Generated Outputs, and to configure PDF deliverables and brand presentation settings.

3.3. Input Image. A photograph of a real-estate property (empty, furnished, cluttered, in unfinished/shell condition, or otherwise) that you upload to the Platform for the purpose of using the Services.

3.4. Generated Output. An image, image set, or PDF file produced by the Platform through the application of AI to your Input Image and Composition Layer

3.5. Style. A design aesthetic selected within the Platform (including without limitation Scandinavian, Mediterranean, Modern Luxury, Boho) applied to the Generated Output.

3.6. PDF Deliverable. A branded/nonbranded PDF document produced through the Platform that includes one or more Generated Outputs, associated product references, and — where the applicable Subscription so provides — links to third-party retailers or partners.

3.7. Standard Branding. The default configuration under which Generated Outputs and PDF Deliverables display Zolak.Staging branding.

3.8. Co-Branded Configuration. The configuration under which Generated Outputs and PDF Deliverables display both Zolak.Staging branding and the branding of the Customer or its designated client, as further described in Section 8.

3.9. White-Label Configuration. The configuration under which Generated Outputs and PDF Deliverables display the Customer's or its designated client's branding only, with all Zolak.Staging trademarks, logos, and attribution notices removed, as further described in Section 8.

3.10. Credits. Prepaid usage units associated with your Account and deducted for each Generated Output, PDF Deliverable, or other action defined as chargeable in the Platform interface, in accordance with the pricing terms applicable to the corresponding action.

3.11. Professional Services. Additional services provided by Zolak in connection with the Zolak.Staging Platform upon request, including, but not limited to, onboarding, template configuration, custom brand setup, embedded-widget integration, and consulting.

4.1. Credit-Based Services. Certain Services, including without limitation the generation of Generated Outputs and PDF Deliverables, may consume Credits. Credits may be issued as part of a Subscription allowance or purchased as discrete top-up packs ("Credit Packs") through the Platform. The Credit consumption applicable to each action is specified within the Platform interface and may be updated from time to time.

4.2. Credit Rollover. Unless expressly stated otherwise in the applicable Plan description on the Zolak.Staging pricing page: (a) for monthly Subscription Plans, unused Credits allocated within a billing month roll over to the following month while the Plan remains active; (b) for annual Subscription Plans, unused monthly Credits roll over from one month to the next within the annual period, and any Credits remaining at the end of the annual period roll into the next annual period, in each case while the Plan remains active; (c) Credit Packs are combined with Subscription Credits in your Account balance and remain subject to the six-month expiration set out below; (d) cancellation, downgrade, or termination of a Subscription Plan (for any reason) results in the immediate and permanent forfeiture of all unused rollover Credits attributable to that Subscription, and only Credit Packs (if any) remain in the Account subject to the same six-month expiration.

4.3. Credit Expiration and Forfeiture. All purchased or issued Credits are strictly non-transferable, possess no cash value, and do not constitute personal property. Any unused Credits shall permanently and irrevocably expire exactly three (3) months following the date of your last usage event (defined as the last date a Credit was actively redeemed or applied to a Service in your Account). Upon expiration, all such Credits are automatically forfeited without notice, compensation, or any right of reinstatement. Under no circumstances shall you be entitled to a refund, cash-out, or recovery of any monetary funds spent to purchase expired Credits. All Credit purchases are completely FINAL AND NON-REFUNDABLE, except as strictly required by applicable law.

4.4. Fair Use. We employ automated systems to monitor Credit consumption to prevent fraud and abuse. Unusual consumption patterns may result in a temporary suspension of your Account and consumption abilities pending review.

5.1. Our Intellectual Property. We own all rights, title, and interest in and to the Services, including our software, algorithms, source code, object code, our proprietary AI models, prompts, workflows, template libraries, PDF layouts, and all underlying technology. This Agreement grants you a limited, non-transferable, non-exclusive, non-sublicensable, revocable license to use the Services in conformity with the uses described and represented in these Terms — not a sale, assignment or transfer of any rights.

5.2. Feedback. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Services ("Feedback") provided by you to us are, and will be treated as, non-confidential and non-proprietary. You hereby waive all moral rights to any such Feedback. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Feedback. You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ratings submitted within the Services, and any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback.

6.1. Ownership. You retain all intellectual property rights that you hold in the Input Images and other content you upload or create using the Services ("User-Generated Content" or "UGC"). For the avoidance of doubt, Generated Outputs are produced by our AI systems from your UGC, and rights in Generated Outputs are governed by this Section 7 and by applicable law.

6.2. License Grant to Licensor. To operate and improve the Services, you grant us a worldwide, non-exclusive, transferable, irrevocable, royalty-free, fully-paid, sublicensable, perpetual license to access, use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from UGC and Generated Outputs (in whole or in part) for the purposes of performing our obligations and exercising our rights under these Terms, including, without limitation, for purposes of operating and providing the Services to you and to our other users, and updating, improving, enhancing or developing the Services. This license allows us to, for example, technically process your files to display them on your devices and back them up on our servers.

6.3. Marketing License. Additionally, you grant us a worldwide, non-exclusive, transferable, irrevocable, royalty-free, fully-paid, sublicensable, perpetual license to use your UGC and Generated Outputs for our internal business purposes and marketing. This includes the right to feature anonymized or non-identifiable samples of Generated Output in our portfolio, promotional materials, advertisements, demonstations, social media, and on our websites to demonstrate the capabilities of our Services. Where a Generated Output includes elements that could identify a specific real-estate property, we will use reasonable efforts to anonymize such elements before public marketing use.

6.4. Your Warranties. You represent and warrant that you own or have the necessary rights to all UGC you submit, that you have all necessary consents from any identifiable individuals depicted therein, and that such UGC does not infringe any third-party intellectual property or privacy rights.

6.5. Generated Output — Assignment on Payment. Upon successful payment of the applicable Subscription Fees and/or Credit charges, and subject to your continued compliance with this Agreement, we assign to you, on a worldwide, non-exclusive, perpetual, royalty-free basis, any rights we may hold in the Generated Output produced from your Input Image, so that you may use it in your real-estate marketing, listing, customer-facing and professional business activities. This assignment does not extend to (i) our underlying AI models, prompts, workflows, template libraries, or PDF layouts; (ii) our trademarks, Standard Branding elements or attribution notices; or (iii) any third-party product data or catalog information referenced within the Generated Output.

6.6. AI-Generation Notice. You acknowledge that Generated Outputs are produced by AI models and may contain artefacts, inaccuracies, or variations from the underlying Input Image. Generated Outputs are intended to illustrate design potential and shall not be presented as a factual representation of the current state, dimensions, or condition of the depicted property. When distributing Generated Outputs to third parties (including prospective buyers, tenants, investors, or the general public), you shall disclose in a clear and distinguishable manner that the content has been artificially generated, and you shall not remove or alter any technical marking (watermarks, provenance metadata) applied to the Generated Output by the Platform.

7.1. Configuration Tiers. Depending on your Subscription, the Platform provides three brand-presentation configurations for Generated Outputs and PDF Deliverables: (a) Standard Branding, in which Zolak.Staging branding is displayed; (b) Co-Branded Configuration, in which our brand is displayed alongside the Customer's or its designated client's brand; and (c) White-Label Configuration, in which our brand, logo, and attribution notices are not displayed.

7.2. Grant of White-Label Rights. Subject to your subscription to the White-Label Configuration and to the terms and conditions of this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, worldwide license to (i) remove any and all of our trademarks, logos, service marks, trade names, and attribution notices from the user interface of the Services and from the Generated Outputs and PDF Deliverables produced by the Platform; and (ii) rebrand, mask, and co-brand the user interface, Generated Outputs, and PDF Deliverables using your own or your designated client's branding, trademarks, logos, and designations (collectively, "Your Marks").

7.3. Quality Control and Brand Presentation. To protect the integrity of the Services, your use of the White-Label Configuration and Your Marks must comply with the following operational standards:

1. a)You shall not make any marketing claims, warranties, or technical representations to your end-users regarding the functional capabilities, security standards, or uptime of the Services that exceed or contradict the technical specifications provided by us.
2. b)You shall not use the White-Label Configuration to hold out the Services as your own proprietary technology to a degree that would mislead your clients as to the origin, functionality, or limitations of the underlying AI technology.
3. c)You shall defend, indemnify, and hold us harmless from and against any third-party claims, liabilities, losses, or expenses (including reasonable attorneys' fees) arising out of or relating to any allegation that Your Marks or any of your designations infringe, dilute, or misappropriate the trademark or intellectual property rights of any third party.

8.1. PDF Deliverables Overview. The Platform generates PDF Deliverables containing Generated Outputs, agent or agency information, styling references, and — where applicable and under separately-priced tiers — product suggestions and links to third-party retailers. The layout, brand presentation, and content sections of PDF Deliverables are determined by the template selected within your Account and by your active Subscription tier.

8.2. Your Responsibility. You are solely responsible for the accuracy and appropriateness of the information you enter or configure into PDF templates, including without limitation contact information, agent details, agency legal notices, disclaimers, translations, and any custom text or branding. You shall review each PDF Deliverable before distributing it to any third party.

8.3. Distribution. You are responsible for the channels through which you distribute PDF Deliverables and for compliance with any consumer-protection, advertising, and transparency obligations applicable in your jurisdiction, including any obligation to disclose the AI-generated nature of the visuals contained therein.

9.1. Lawful use. Users must use the Services only for lawful purposes and in a manner consistent with this Agreement. You may not engage in any activity that interferes with or disrupts the functioning, security, or integrity of the Services.

9.2. Intellectual Property Infringement:

1. a)Uploading, generating, transmitting, or distributing pirated, counterfeit, or unauthorized copyrighted material.
2. b)Using the Services to host, share, or distribute content that infringes third-party intellectual property rights.
3. c)Circumventing any technological measures protecting Licensor or third-party IP.

9.3. Misuse of Computational Resources. Using automated tools, scripts, or other means intended to burden, overload, or disrupt computational, rendering, or processing resources.

9.4. Prohibited Security Activities:

1. a)Attempting to bypass authentication or security mechanisms.
2. b)Gaining unauthorized access to systems, servers, accounts, or networks.
3. c)Introducing malware, viruses, ransomware, or other harmful code.
4. d)Interfering with the integrity, availability, or performance of the Services.

9.5. Prohibited Uses of Generated Outputs:

1. a)Presenting Generated Outputs as photographs of the actual current state of a property, or otherwise misleading purchasers, tenants, investors, authorities, or insurers as to the true condition, dimensions, materials, or finishes of the depicted property.
2. b)Removing, altering, or interfering with any watermark, provenance metadata, or other AI-content marking applied by the Platform to Generated Outputs.
3. c)Using Generated Outputs to depict identifiable real individuals without their informed and documented consent.

9.6. Use for Model Training. You shall not use the Services, Generated Outputs, or any output derived therefrom to train, develop, benchmark, or improve any machine-learning model, artificial-intelligence system, or competing product or service, whether your own or on behalf of any third party.

9.7. Enforcement. We may investigate violations, suspend or terminate accounts, remove infringing content, and report activity to law enforcement or rights holders. Users may be liable for damages, including attorneys' fees and enforcement costs.

10.1. You agree to defend, indemnify and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from any claim, demand, liability, damage, or loss (including reasonable attorneys' fees and expenses) made by any third party due to or arising out of (a) your use of the Services; (b) your violation of this Agreement; (c) your violation of the rights of a third party, including but not limited to any claim that your UGC or any Generated Output distributed by you infringes any third party's intellectual property, privacy, or publicity rights; or (d) any misrepresentation by you as to the nature, condition, or characteristics of a property in connection with Generated Outputs or PDF Deliverables. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

10.2. Indemnification Procedure. The party seeking indemnification ("Indemnitee") shall: (a) promptly notify the indemnifying party ("Indemnitor") in writing of the claim; (b) grant Indemnitor sole control over the defense and settlement of the claim (provided that Indemnitor may not settle any claim without Indemnitee's prior written consent unless the settlement unconditionally releases Indemnitee of all liability); and (c) reasonably cooperate with Indemnitor, at Indemnitor's expense, in the defense.

11.1. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU AGREE THAT YOUR USE OF OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT GENERATED OUTPUTS WILL BE FREE FROM DEFECTS OR ARTEFACTS, OR THAT THEY WILL MATCH THE PHYSICAL CONDITION OF ANY DEPICTED PROPERTY.

11.2. Real Estate Regulatory Compliance. You assume sole regulatory, ethical, and legal liability for all Generated Outputs and PDF Deliverables distributed to the public. You expressly warrant that your use and distribution of virtual staging visuals complies with all applicable Truth-in-Advertising laws, Fair Housing regulations, consumer protection laws, and local Multiple Listing Service (MLS) rules. Zolak disclaims any and all liability for fines, lawsuits, regulatory penalties, or listing removals resulting from Your failure to comply with local disclosure mandates or for presenting Generated Outputs in a deceptive manner.

11.3. Result Generation and Force Majeure. We shall not be liable for any delay in, or failure of, the production or delivery of Generated Outputs, PDF Deliverables, or any other Service action caused by factors outside our reasonable control, including without limitation upstream API or cloud infrastructure outages, third-party model or service degradations, denial-of-service events, force-majeure events (natural disasters, war, terrorism, riots, epidemics, governmental action), telecommunications or internet failures, or unusual demand spikes affecting rendering capacity.

11.4. Mutual Warranties. Each Party represents and warrants that: (a) it is a legal entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, or, in the case of an individual, that such individual has full legal capacity to enter into this Agreement; (b) it has the full right, power, and authority to enter into these Terms and to perform its obligations hereunder; and (c) the execution of these Terms by its representative has been duly authorized by all necessary corporate or organizational action.

12.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR, ITS DIRECTORS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY DUTY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR (B) THE TOTAL AMOUNT OF FEES YOU PAID TO US IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.1. By You. You may terminate this Agreement at any time by canceling your Subscription (effective at the end of your billing cycle) and closing your Account.

13.2. By Us. We may suspend or terminate your access to the Services immediately, without liability, if you breach this Agreement, fail to pay fees, or engage in fraudulent or illegal activity.

13.3. Effect of Termination. Upon termination, your right to use the Services ceases immediately. We are not obligated to retain your UGC or Generated Outputs and may, at our discretion, delete them after a 30-day grace period following termination. Sections 4, 6, 7, 8, 10, 12, 13, 14, 16, 17, and 18 shall survive termination.

14.1. We reserve the right, at our sole discretion, to modify, amend, or update this Agreement at any time. Any such modifications shall become effective immediately upon posting the revised Agreement on the Services. Notice of any amendments will be provided via the Services, and it is your responsibility to review the Terms periodically. Your continued access to or use of the Services following the posting of any changes constitutes your acceptance of the revised Terms, irrespective of whether you have reviewed them. Material or immaterial, all modifications are binding upon you upon posting.

15.1. This Agreement and your use of the Services shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

16.1. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to these Terms and any related statement of work, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration administered by JAMS. The arbitration will be conducted in accordance with the JAMS Streamlined Arbitration Rules and Procedures (for claims under $250,000) or the JAMS Comprehensive Arbitration Rules and Procedures (for claims over $250,000). The tribunal will consist of a sole arbitrator. The arbitration agreement shall be governed by the laws of the State of Delaware. The seat of the arbitration will be Delaware. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.

16.2. Online Arbitration. The arbitration shall be conducted entirely online via videoconference (e.g., Zoom) or other remote dispute-resolution technologies provided or approved by JAMS, unless the parties mutually agree otherwise. The parties expressly waive any right to an in-person hearing.

16.3. Exceptions (Small Claims & IP). Notwithstanding the foregoing:

1. a)either party may bring an individual action in small claims court if the claim qualifies (e.g., for simple debt collection); and
2. b)either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement of its intellectual property rights or misuse of Confidential Information.

16.4. Class Action Waiver. You and Zolak agree that any arbitration or court proceeding shall be conducted solely on an individual basis. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING.

16.5. Final Decision. The arbitrator's decision shall be final, binding, and enforceable in any court of competent jurisdiction. The prevailing party in any arbitration or litigation arising out of these Terms shall be entitled to recover its reasonable attorneys' fees, filing fees, and costs from the non-prevailing party, in addition to any other relief awarded.

17.1. We provide Customer Support for all Subscription tiers, including during the Free Trial. You may submit inquiries by contacting support at the address published on the Zolak.Staging website. We aim to acknowledge new support requests within two (2) business days; response and resolution times may vary depending on the complexity of the inquiry and the subscription tier.

18.1. These Terms of Service and any policies or operating rules posted by us in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of such right or provision. These Terms of Service operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Service is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Service or use of the Services. You agree that these Terms of Service will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Service and the lack of signing by the parties hereto to execute these Terms of Service.