Terms of Service

Last updated: May 3, 2026

These Terms of Service (“Terms”) are a legally binding agreement between HorseImpact Ltd, trading as ModelRoom (“ModelRoom”, “we”, “us”, or “our”) and you, being the individual accessing or using the Services or the company, organization, or other legal entity on behalf of which these Terms are accepted (“Customer”, “you”, or “your”).

These Terms govern Customer’s access to and use of the website located at https://modelroom.ai/ and any associated subdomains and web pages (“Platform”), as well as any services and products otherwise made available to you by us through the Platform (together with the Platform, the “Services”).

If Customer and ModelRoom have entered into a separate written agreement that governs Customer’s access to or use of the Services, that agreement will apply instead of these Terms for the Services covered by it. Any order form, statement of work, subscription order, or similar ordering document for the Services entered into between Customer and ModelRoom (each, an “Order Form”) will be governed by the agreement that it references or incorporates.

By accessing or using the Services in any manner, including by creating an account, purchasing a subscription, browsing the Platform as a visitor, entering into an Order Form that references or incorporates these Terms, or clicking an “I accept” button, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

If you access or use the Services on behalf of a company, organization, or other legal entity, you represent that you have authority to bind that entity to these Terms. If you do not have such authority, you must not access or use the Services.

Your use of the Services is also subject to our Privacy Policy, Acceptable Use Policy, Copyright & IP Policy, and any additional policies, terms, or rules that we may publish and update from time to time. All such additional terms, policies, and rules are incorporated by reference into these Terms. If there is a conflict between these Terms and any additional terms, policies, or rules, the additional terms, policies, or rules will control for the specific context, Services, or features to which they apply, but only to the extent of that conflict.

1. Changes to Terms

We may update these Terms from time to time, including to reflect changes to the Services, our business, or applicable law. When we make changes, we will post the updated Terms and update the “Last updated” date above. If we make material changes, we will take reasonable steps to notify you, such as through the Services or by email. Unless we state otherwise, changes take effect when posted. If you do not agree to the updated Terms, you must stop using the Services. Your continued use of the Services after the changes take effect means that you accept the updated Terms.

2. Services and Changes to Services

We may add, change, suspend, discontinue, or remove features or functionality of the Services from time to time, including by modifying or introducing limits that may vary by plan. We may also suspend, restrict, or discontinue all or part of the Services to maintain, update, or improve the Services, address security or technical issues, prevent misuse, or comply with applicable law.

Where reasonably practicable, we will provide notice of material changes, suspensions, or discontinuations, unless urgent security, legal, operational, or technical reasons require earlier action. We may set and enforce usage limits, rate limits, and other technical or plan-based restrictions to protect the Services and ensure fair use.

3. Eligibility and Authority

• Age. You may access and use the Services only if you are at least 18 years old or the age of legal majority in your place of residence, whichever is older.
• Authority. If you access or use the Services on behalf of an organization or legal entity, you must have authority to bind that organization or legal entity to these Terms. In that case, “Customer”, “you”, and “your” refer to both you and that organization or legal entity, and both you and that organization or legal entity are responsible for access to and use of the Services and for any breach of these Terms.
• Compliance with Law. You are responsible for ensuring that your access to and use of the Services complies with all laws, rules, and regulations applicable to you.
• Eligibility. We may refuse to provide the Services where permitted by law, including where an individual or entity does not meet our eligibility criteria or where access to or use of the Services would violate these Terms, applicable law, or our policies.

4. Accounts and Security

• Account Creation. To access certain parts of the Services, you may be required to create an account (“Account”). You agree to provide true, accurate, current, and complete information when creating an Account and to keep that information up to date. You agree not to impersonate any person or misrepresent your identity or affiliation.
• Account Responsibility and Security. You are responsible for all access to and use of the Services through your Account, including all activities that occur under your Account and compliance with these Terms, applicable law, and any policies that apply to the Services. You are responsible for maintaining the confidentiality and security of your Account credentials. You must not share your credentials or allow unauthorized access to your Account. If you discover or suspect any unauthorized access, loss of credentials, or other security issue, you must notify us promptly.
• Account Verification and Misuse. We may require you to verify information associated with your Account, such as your email address, and may restrict or suspend access if you do not do so. We may also suspend or terminate access if we reasonably believe your Account has been compromised, misused, or used in violation of these Terms. You agree not to create an Account or use the Services if you have been previously removed or banned by us from any of the Services.
• Third-Party Sign-In. You may be able to sign up or sign in to your Account through a third-party authentication service, such as Google Sign-In. If you do, you authorize us to receive certain information from that third party, such as your name and email address, as permitted by your settings with that service. Your use of any third-party authentication service is subject to its own terms and policies, and we are not responsible for its services or practices.

5. Ownership and Content

• Services. As between you and us, we and our licensors own and retain all right, title, and interest in and to the Services, including all software, technology, models, algorithms, interfaces, designs, Platform Content (such as text, graphics, logos, and user interface elements) other than User Content, and documentation, together with all associated intellectual property rights. Except for the limited rights expressly granted to you in these Terms, no rights are granted to you and all rights are reserved. You may not remove, alter, or obscure any copyright, trademark, or other proprietary notices on or in the Services.
• License to You. Subject to your compliance with these Terms and payment of any applicable fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your internal business or personal purposes, only as enabled by the Services and in accordance with these Terms, any applicable Order Form, plan limits, usage limits, and applicable policies.
• Content. “Content” means any information, materials, data, text, images, audio, video, prompts, files, templates, workflow configurations, outputs, or other content submitted, uploaded, generated, displayed, shared, published, transmitted, or otherwise made available through or in connection with the Services. “User Content” means Content that users make available on or through the Services, and “Your Content” means User Content you make available, including Inputs you submit and Outputs you generate through the Services.
• Your Content. We do not claim ownership of Your Content. As between you and us, you retain any rights you may have in Your Content. You are responsible for Your Content and for your use of the Services. You represent and warrant that you have all rights, licenses, permissions, consents, and authorizations necessary to submit, upload, generate, create, publish, share, and otherwise use Your Content through the Services and to grant ModelRoom the rights described in these Terms. Your Content and your use of the Services must comply with these Terms, the Acceptable Use Policy, applicable law, and third-party rights.
• License to ModelRoom. You grant ModelRoom a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable license to host, store, reproduce, process, modify for technical purposes, display, perform, transmit, and otherwise use Your Content as necessary to provide, operate, secure, support, maintain, and improve the Services, process Inputs, generate Outputs, enable features you choose to use, make Your Content available according to your settings, enforce these Terms and policies, prevent or address fraud, abuse, and security incidents, and comply with applicable law. This license continues for as long as Your Content is stored or made available through the Services, including where others have access to it based on your sharing settings, and thereafter as necessary for backups, security, legal compliance, dispute resolution, and enforcement of these Terms.
• Inputs and Outputs. The Services may use artificial intelligence to process prompts, instructions, files, images, media, chat messages, or other inputs you provide (“Inputs”) and generate, edit, or return text, images, workflows, suggestions, or other results (“Outputs”). As between you and ModelRoom, you retain any rights you may have in your Inputs and Outputs. ModelRoom does not claim ownership of your Inputs or Outputs. You acknowledge that, due to the nature of artificial intelligence and similar technologies, Outputs may not be unique or exclusive. Other users may receive the same or similar Outputs, and the same or similar Inputs may generate different Outputs.
• Templates. The Services may allow you to create, save, use, publish, share, copy, reuse, remix, or otherwise make available node-based workflow configurations (“Templates”). Templates are provided as in-service functionality and may be used only through the Services as enabled by the Services. As between you and ModelRoom, you retain any rights you may have in Templates you create, to the extent protectable under applicable law. ModelRoom and its licensors retain all rights in the Services and the underlying software, systems, models, interfaces, and technology used to create, run, display, copy, modify, or otherwise enable Templates, and nothing in these Terms transfers to you any rights in the foregoing.
• Sharing Templates and Other Content. The Services may allow you to make Templates or other Content available to other users or publicly through the Services (“Shared Content”). If you make Shared Content available, you represent and warrant that you have all rights necessary to do so. You acknowledge that other users may access, view, use, run, copy, modify, remix, or build on Shared Content as enabled by the Services, your settings, and these Terms. You grant those users permission to access and use Shared Content as enabled by the Services, your settings, and these Terms. You also permit ModelRoom to display your username, profile information, or other account identifier in connection with Shared Content.
• Using Shared Content. If you access or use Shared Content made available by another user, including a Template, you do so at your own risk. Shared Content is provided by the user who made it available, not by ModelRoom. We do not endorse, verify, certify, maintain, support, or guarantee any user-created Shared Content, including any Template, and we are not responsible for its accuracy, legality, availability, reliability, suitability, or results.
• Availability of Shared Content. Shared Content may be removed, unpublished, restricted, changed, or made unavailable at any time, including by the user who made it available or by ModelRoom. We may remove, restrict, delist, or disable access to Shared Content in accordance with these Terms, including to enforce our policies, protect the Services or users, address legal, security, operational, or technical risks, or comply with applicable law. We do not guarantee that Shared Content, including any Template, will remain available or continue to function.
• Your Copies and Use of Templates. Where the Services allow you to copy, reuse, remix, or modify a Template made available by another user, your copy or modified version is subject to these Terms and any settings or restrictions shown in the Services. You must not sell, sublicense, distribute, or publicly share another user’s Template outside the Services except as expressly permitted by the Services or by the rights holder.
• Content Accuracy. You acknowledge that Content available through the Services, including Outputs and Shared Content, may be inaccurate, incomplete, misleading, offensive, or unsuitable for your intended purpose. You are responsible for reviewing, validating, and determining whether any Content is appropriate for your use.
• Services Improvement. We may use information about how the Services are used, including logs, performance metrics, technical diagnostics, and usage data, to operate, maintain, secure, support, and improve the Services, including to prevent abuse and address bugs, reliability issues, and security risks. We do not train our own models on your Inputs or Outputs.
• Customer Logo. You grant ModelRoom a non-exclusive, worldwide, royalty-free license to use your name, business name, product name, trademarks, logos, and other brand assets to identify you as a ModelRoom customer in ModelRoom’s websites, presentations, and marketing materials. You may opt out at any time by contacting us at [email protected].

6. Feedback

We welcome your ideas, suggestions, enhancement requests, and other feedback about the Services and our products (“Feedback”). If you provide Feedback, you grant ModelRoom a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable, sublicensable, non-exclusive license to use, modify, create derivative works from, distribute, and otherwise exploit Feedback for any purpose, without restriction, compensation, obligation, or attribution to you. You represent that you have all rights necessary to provide the Feedback and that our use of it will not violate any third-party rights. We may develop improvements, features, products, or services based on or similar to Feedback, and we will own all rights in and to them.

7. Acceptable Use

You must comply with the Acceptable Use Policy, which forms part of these Terms. You are responsible for all access to and use of the Services through your Account and for ensuring that such use complies with these Terms, the Acceptable Use Policy, and applicable law.

The Services are not designed or intended for use in high-risk activities or regulated environments where failure, delay, or inaccurate Output could result in death, personal injury, significant property damage, or severe legal, regulatory, or financial harm. You must not use the Services for such purposes.

8. Copyright and IP

If you believe that Content available through or in connection with the Services infringes or violates your copyright, trademark, publicity, likeness, confidentiality, or other rights, please follow our Copyright & IP Policy.

9. Enforcement

We may suspend, restrict, or terminate your access to the Services, remove or restrict Content, decline to process requests, or take other appropriate steps if we reasonably believe that you have violated these Terms, our policies, applicable law, or third-party rights, or if your use of the Services creates risk to ModelRoom, the Services, users, or third parties.

If your access to the Services is suspended, restricted, or terminated because of your violation of these Terms, our policies, applicable law, or third-party rights, you will not be entitled to any refund, credit, or other compensation, except where required by applicable law.

10. Fees, Subscriptions, and Credits

• Fees and Plans. Certain parts of the Services may require payment. You agree to pay all fees and charges incurred through your Account or under any applicable Order Form. For self-service purchases, the applicable fees and billing terms are those shown in the Services or at checkout when you purchase or renew the Services. For purchases under an Order Form, the applicable fees and billing terms are those stated in the applicable Order Form. We may change plan names, packaging, included features, limits, and availability over time.
• Payment Processing. We use a third-party payment processor (“Payment Processor”) to process payments for the Services. The payment processing is subject to the terms and privacy policies of the Payment Processor. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. Currently, we use Stripe, Inc. as our Payment Processor. You authorize us, through the Payment Processor, to charge your selected payment method (“Payment Method”) for all fees and charges you are responsible for under these Terms. You represent and warrant that you have the right to use the Payment Method you provide.
• Billing Information. You must provide and maintain accurate, current, and complete billing information at all times and promptly update it when it changes. You must promptly notify us or the Payment Processor if your Payment Method is canceled, becomes invalid, is lost or stolen, or you suspect unauthorized use of your Account. You are responsible for all charges incurred through your Account. If you fail to keep billing information current, you authorize us to continue charging your Payment Method for all amounts due unless and until you cancel your Subscription in accordance with these Terms.
• Subscriptions and Renewal. If you enroll in a subscription plan (“Subscription”), your Subscription will automatically renew at the end of each billing period unless you cancel it before renewal or your Subscription is otherwise terminated. You authorize us to automatically charge your Payment Method for the Subscription fee without further notice and with no further action required by you. If we offer one-time purchases, you authorize us to charge your Payment Method at checkout for the price shown.
• Cancellation. You may cancel your Subscription through your Account, through any cancellation mechanism we may make available or by contacting us at [email protected]. If you cancel your Subscription, you may use your Subscription until the end of your then-current subscription term, and your Subscription will not renew after your then-current subscription term expires. Except where required by law or expressly stated in these Terms, all fees for the Services are non-refundable and we do not provide prorated refunds or credits for partial billing periods, unused time, or unused included allowances.
• Plan Changes. If you upgrade or downgrade a plan, the timing of the change and any price adjustment, including proration if applicable, will be shown to you at the time of the change and applied as displayed in the Services. Unless otherwise disclosed at the time of change, upgrades may take effect immediately and downgrades may take effect at the next renewal. If you downgrade or your Subscription ends, you may lose access to features or Content associated with higher Subscription tiers, and you may not be able to access or export certain materials except as required by law or as otherwise stated in the Services.
• Taxes. Unless otherwise stated, all prices and fees are exclusive of any taxes, duties, or similar governmental charges, however designated, including VAT, GST, and sales taxes. You are responsible for all applicable taxes, and we may charge, collect, and remit taxes when required. You agree to provide any information needed to determine applicable tax treatment.
• Price and Billing Changes. We may change fees, plan structure, or billing terms on a prospective basis. If you have an active Subscription, any change to the Subscription price will apply no earlier than your next renewal. We will provide any notice required by applicable law, and we may do so through the Services, by email, or by other reasonable means. If you do not agree to a Subscription price change that will apply at renewal, you may cancel your Subscription before the renewal date; otherwise, the Subscription will renew at the new price. We will obtain your consent to a price change where required by applicable law. This section does not apply to changes in applicable taxes or government charges, which may be added or adjusted as required by law and will be shown at checkout or in the applicable Order Form.
• Failed Payments and Disputes. You remain responsible for all amounts due on your Account or under any applicable Order Form. If a payment is declined, reversed, or not received when due, we may retry the payment and request updated billing information. You authorize us to use any updated Payment Method details provided by the Payment Processor. We may suspend, limit, or terminate your Subscription or other paid features until payment is received and may continue attempting to charge your Payment Method as authorized. If we later receive payment after a suspension, we may restore access, and your renewal date may be adjusted based on the date payment is received. If you initiate a chargeback or payment dispute, we may suspend your Account or use of the Services while we investigate and may contest the dispute. Where permitted, we may require an alternative Payment Method for future purchases if your Account or use of the Services presents elevated dispute or chargeback risk.
• Credits. You may be able to purchase or receive credits (“Credits”) to access and use certain features within the Services. Credits are usage units for eligible Services and may be used only within the Services for eligible offerings and subject to any usage rules, time limits, or expiration terms stated in the Services, at purchase, or in the applicable Order Form.

  Credits have no cash value, are not currency, and are not redeemable, refundable, or exchangeable for money, except where required by law. Your Credit balance is only a usage record and is not a bank account, digital wallet, stored value account, or payment instrument. Credits are non-transferable and may not be sold, gifted, or traded. Any attempt to transfer Credits may result in cancellation of Credits and restriction of your access to the Services, including suspension or termination of your Account.

  The number of Credits required for a particular feature, action, model, output, or use of the Services may vary and may change over time. Credit terms may vary depending on how Credits are acquired, including whether they are included with a Subscription, purchased separately, granted as a promotion, or issued as an adjustment. We may update Credit usage rates, eligible uses, included allowances, expiration rules, rollover rules, and other Credit terms on a prospective basis. Where required by applicable law or where a material change affects paid Credits or a current Subscription, we will provide notice through the Services, by email, or by other reasonable means.

  Unless stated otherwise in the plan details, any unused Credits included as part of your Subscription allowance will roll over to the next billing period while your Subscription remains active. We may apply a maximum balance or rollover limit to Subscription allowance Credits, as stated in the plan details or in the applicable Order Form. If your Subscription ends or is canceled, any unused Subscription allowance Credits will expire at the end of your current billing period.

  If your Account is suspended or terminated, you may lose unused Credits and you will not receive any refund or compensation for them, except where required by law.

• Consumer Rights. If you are a consumer, you may have mandatory rights under the laws of your country of residence, and nothing in these Terms limits those rights. Where applicable law gives you a right to withdraw from a paid digital service or digital content purchase, that right applies only to the extent required by law. If you want to exercise any mandatory consumer right, contact us at [email protected] with the email address associated with your Account and sufficient details to identify the purchase.

11. Third-Party Services

The Services may contain links to, or integrations with, third-party websites, services, or resources that are not owned or controlled by us (“Third-Party Services”). Your access to and use of any Third-Party Services is at your own risk and subject to the third party’s terms and policies. We do not control or endorse Third-Party Services and are not responsible for them, including their content, availability, accuracy, security, or privacy practices. We encourage you to read the terms and privacy policy of each Third-Party Service that you access or use. We are not liable for any loss or damage arising from your access to or use of any Third-Party Services.

12. Indemnification

• Indemnity. To the maximum extent permitted by applicable law, you will indemnify, hold harmless, and, at ModelRoom’s option, defend ModelRoom, its affiliates, suppliers, licensors, and each of their respective officers, directors, employees, contractors, representatives, agents, successors, and assigns (each, a “Company Party” and collectively, the “Company Parties”) from and against any third-party claims, demands, actions, proceedings, losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (i) your access to or use of the Services; (ii) Your Content; (iii) your violation of these Terms, our policies, or applicable law; (iv) your infringement, misappropriation, or other violation, or alleged infringement, misappropriation, or other violation, of any third-party rights, including intellectual property, privacy, or publicity rights; or (v) any dispute between you and a third party relating to your use of the Services.
• Settlement. You may not settle any indemnified claim in a manner that imposes any obligation or admission of fault on any Company Party without our prior written consent. We may assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will reasonably cooperate with us in asserting any available defenses.

13. Disclaimers

• No Warranties. To the maximum extent permitted by applicable law, your use of the Services is at your sole risk, and the Services, including any Output, are provided on an “AS IS” and “AS AVAILABLE” basis, with all faults. The Company Parties expressly disclaim all warranties, representations and conditions of any kind, whether express or implied, including implied warranties or conditions of title, non-infringement, merchantability, or fitness for a particular purpose.
• No Guarantees. The Company Parties make no warranty, representation or condition that: (1) the Services will be uninterrupted, timely, secure, error-free, or available at any particular time or location; (2) any defects will be corrected; (3) the Services, including any Output, will meet your requirements, such as the quality, effectiveness, or reputation, or that any advice, results, or information, whether oral or written, obtained through the Services, including any Output, will be accurate, complete, or reliable; or (4) any content or software available at or through the Services is free of viruses or other harmful components. Output is generated by artificial intelligence and is not verified by ModelRoom. Output does not represent ModelRoom’s views. We do not guarantee that any Output or Content will be fit for your intended use, including for any advertising, marketing, commercial, legal, regulatory, brand, or client-facing purpose. You are responsible for reviewing and approving Output before using it, including in advertising, marketing, commercial, legal, regulatory, brand, or client-facing contexts. Failure to review, validate, approve, or appropriately supervise any Output does not transfer responsibility or liability to ModelRoom and does not create any warranty, guarantee, obligation, or duty of care by ModelRoom with respect to that Output or your use of it.
• Downloads and Access. Any Content downloaded from or otherwise accessed through the Services, including any Output, is accessed at your own risk, and, to the maximum extent permitted by applicable law, you are responsible for any damage to your devices or systems, or other loss resulting from accessing or using such Content.
• Third-Party Interactions. You are responsible for your communications and interactions with other users and third parties through the Services. We do not control third parties (including operators of external sites) and are not responsible for their acts or omissions. We do not verify statements made by users. Any goods or services provided by third parties are provided under the third party’s terms, and we make no warranties regarding them, including that they will meet your requirements or be uninterrupted, secure, or error-free.

14. Limitation of Liability

• Exclusion of Indirect Damages. To the maximum extent permitted by applicable law, in no event shall the Company Parties be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages of any kind, or for any loss of profits, revenue, goodwill, or data, loss of production or use, business interruption, or procurement of substitute goods or services, arising out of or relating to the Services or these Terms.
• Liability Cap. To the maximum extent permitted by applicable law, in no event shall the total liability of the Company Parties arising out of or relating to the Services or these Terms (including warranty claims) exceed the greater of (i) USD 500 or (ii) the total fees actually paid by you to us for the paid Services during the twelve (12) months immediately preceding the act, omission, or occurrence giving rise to the claim, excluding taxes and amounts refunded, reversed, credited, or subject to chargeback. Multiple claims will not enlarge this limit.
• Content Storage. We do not guarantee that any Content, including Your Content, will be stored, preserved, backed up, recoverable, or available at all times. To the maximum extent permitted by applicable law, we are not responsible for any loss, deletion, corruption, delay, misdelivery, or failure to store, preserve, back up, or make available any Content, including Your Content.
• Scope of Limitations. The limitations and exclusions in this section apply to all theories of liability, whether in contract, tort (including negligence), strict liability, statute, warranty, or otherwise, and apply even if we have been advised of the possibility of such damages, and apply even if any remedy fails of its essential purpose.
• Non-Excludable Liability. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law. This section will apply solely to the extent not prohibited by applicable law.

15. Restricted Jurisdictions

The Services are not intended for distribution to, or access or use by, any person in any jurisdiction where such distribution, access, or use is contrary to law or regulation, or would require us to obtain any registration, license, or similar approval under applicable law. You must not access or use the Services in any such jurisdiction, and you are responsible for ensuring that your use of the Services complies with all laws and regulations that apply to you.

16. Sanctions and Export Controls

You must comply with all applicable sanctions, export control, and similar laws when accessing or using the Services. You may not access or use the Services if you are (a) located in, ordinarily resident in, organized under the laws of, or acting on behalf of a country or territory subject to comprehensive trade or financial sanctions under the laws of the European Union, the United Kingdom, the United States, or other relevant jurisdictions; (b) listed on, owned or controlled by, or acting on behalf of any person or entity listed on any applicable sanctions or restricted parties list issued by those jurisdictions; or (c) otherwise prohibited from accessing or using the Services under applicable sanctions, export control, or similar laws.

17. Privacy and Data Processing

Our Privacy Policy explains how we collect, use, and disclose personal data in connection with the Services. Where ModelRoom processes personal data on behalf of a business customer as a processor, such processing is governed by the data processing addendum or other applicable written agreement.

18. Confidentiality

• Confidential Information. ModelRoom may disclose to you non-public information that is identified as confidential or should reasonably be understood to be confidential given its nature or the circumstances of disclosure (“Confidential Information”). Confidential Information includes non-public information about the Services, product plans, security, technology, pricing, business discussions, and any other non-public information about ModelRoom or the Services.
• Obligations. You may use Confidential Information only to evaluate, access, or use the Services as permitted under these Terms. You must protect Confidential Information using reasonable care and must not disclose it except to your personnel, professional advisors, or other representatives who need to know it for permitted purposes and are subject to confidentiality obligations or professional duties of confidentiality. Confidential Information excludes information that: (a) is or becomes publicly available through no breach of these Terms; (b) was lawfully known to you without restriction before disclosure; (c) is independently developed without use of or reference to Confidential Information; or (d) is lawfully received from a third party without restriction. You may disclose Confidential Information to the extent required by law, regulation, court order, subpoena, or other legal process, provided that, to the extent legally permitted, you give ModelRoom prompt notice and reasonably cooperate with any efforts to limit disclosure or seek confidential treatment.

19. Term and Termination

• Term. These Terms take effect on the earlier of (a) the date when you accept them or (b) the date you first access or use the Services, and remain in full force and effect while you access and use the Services, unless terminated earlier in accordance with these Terms.
• Termination and Suspension. You may stop using the Services at any time. You may close your Account through the Services where that functionality is available or by contacting us at [email protected]. We may suspend or terminate your access to the Services or your Account as described in Section 9 (Enforcement), if payment cannot be collected when due, or if required to comply with applicable law or a lawful request.
• Effect of Termination. Termination or suspension may result in loss of access to the Services and your Account. We may delete or remove access to Content associated with your Account, subject to applicable law and our legitimate needs for security, backups, compliance, and dispute resolution. Your Content that you made available to others may remain accessible to them as permitted by the Services and your settings. Amounts accrued before termination remain payable. Except where required by law or expressly stated in these Terms, fees are non-refundable. If we terminate or suspend your access to the Services or your Account due to your breach of these Terms or misuse of the Services, you must not create a new Account or attempt to access the Services again without our written consent. We may retain information and Content to the extent necessary for security, backups, legal compliance, tax and accounting, and dispute resolution.
• Survival. Provisions of these Terms that by their nature should survive termination will survive, including ownership and intellectual property provisions, licenses granted to us to the extent necessary for the purposes described in these Terms, payment obligations, disclaimers, limitation of liability, indemnification, and dispute resolution and governing law provisions.

20. Governing Law and Dispute Resolution

• Governing Law. These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by the laws of the Republic of Cyprus, excluding the conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
• Informal Resolution. In case of any dispute arising out of or relating to these Terms or the Services, either party may contact the other party and provide sufficient details of the issue and the relief sought. The parties will try to resolve the dispute amicably. Nothing in this section prevents either party from seeking urgent interim or injunctive relief.
• Courts and Venue. The courts of the Republic of Cyprus will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services.

21. Miscellaneous

• Entire Agreement. These Terms constitute the entire agreement between you and us relating to the subject matter of these Terms and supersede all prior representations, agreements, and understandings (whether oral, written, or electronic) relating to that subject matter.
• Assignment. You may not assign or transfer these Terms or any of your rights or obligations under these Terms without our prior written consent. We may assign these Terms and our rights and obligations under them, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
• Severability. If any provision of these Terms is found to be invalid or unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
• Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a present or future waiver of such right or provision or any other right or provision.
• Force Majeure. We are not liable for any failure or delay in performing our obligations under these Terms to the extent caused by events beyond our reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, government actions, epidemics or pandemics, and widespread power, network, or internet outages.
• Notices and Electronic Communications. We may provide notices to you through the Services, by email to the address associated with your Account, or by other reasonable means. You are responsible for keeping your Account contact information current. By using the Services, you consent to receive communications from us electronically.
• No Agency. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and us, and you have no authority to bind us in any respect.
• No Third-Party Beneficiaries. Except as expressly provided in these Terms, these Terms are intended solely for the benefit of you and us, and there are no third-party beneficiaries intended under these Terms.
• Headings. The headings in these Terms are for convenience only and shall not affect interpretation.
• Language. These Terms are written in English. If we provide a translation, it is for convenience only, and the English version will prevail in case of any conflict or inconsistency.

22. Contact Details

For information, support or questions regarding these Terms, please contact us at [email protected] or by post at Griva Digeni 51, Athineon Court, Office 202, 8047 Paphos, Cyprus.