Terms of Service

1. Agreement to Terms

These Terms of Service (the “Platform Terms” or the “Platform Agreement”) constitute a legally binding agreement made between you (“User,” “you,” or “your”) and Vertical Studio B.V. ( “Vertical AI”, “we,” “us,” or “our”), governing your access to and use of the Vertical platform including any related services, websites, applications, or associated media channels (the “Platform”). By accessing the Platform, you acknowledge that you have read, understood, and agree to be bound by these Platform Terms. If you do not agree to these Platform Terms, you are expressly prohibited from using the Platform and the accompanying Services and must discontinue use immediately. Vertical AI reserves the right to unilaterally change these Platform Terms. Vertical AI will announce any material changes and additions to these Platform Terms at least thirty days ahead to User. If User does not agree with the changes or additions, User has the right to terminate the Platform Agreement until the date such change or additions enters into effect. Continued use after the effective date applies as acceptance of the amended Platform Terms.

2. Eligibility

By using the Platform and our Services, you affirm that you are at least 18 years old, or the age of majority in your jurisdiction, and have the legal capacity to enter into these Platform Terms. If you are using the Platform and our Services on behalf of an entity, you represent that you have the authority to bind the entity to these Terms and User means the entity you represent.

3. Platform Services

Vertical provides an innovative platform available through app.verticalstudio.ai (“Platform”), for AI model fine-tuning, training, and deployment, specifically designed to allow Users to use, train and fine-tune models through a no-code interface and distribute these models to end-users via cloud and/or blockchain technology (“Services”). The Services are only available to Users via the Platform. These Platform Terms describe the terms and conditions applicable to the relationship between Vertical AI and you as our User, and apply to all use of the Services.

Purpose of Service

Through the Platform, Users interact with other Users of the Platform, and conclude and perform agreements with other Users. These Platform Terms do not govern any (commercial and legal) relationship between Users. We are solely a platform facilitator for Users. The terms and conditions for interactions between Users among themselves are the subject matter of agreements that Users agree among themselves (“User Agreements”). Vertical AI is not a party to such User Agreements and shall not be held liable for any damages, as a result of agreements or interactions between Users, as further described in clause 11 of these Platform Terms.

Services Provided:

• AI Model Fine-tuning: Users can select AI models to fine-tune based on specific datasets.

• Marketplace: A marketplace on the Platform where models and datasets are exchanged between the User who developed that model or uploaded that dataset (User-Developers) and the User procuring such model or dataset (End-Users).

• Token Economy: Access by Users to paid features, such as enhanced model training, via the VERTAI token.

• Vertical Cloud Services: Centralized and decentralized compute and hosting services, with optional (if available and if applicable) blockchain-based functionalities for staking, credit purchases, and AI model fine-tuning and hosting.

4. Account Registration

You as a User are required to create an account to access certain features of the Platform. You agree to provide accurate, current, and complete information when creating an account and to update your account details as necessary. You are responsible for maintaining the confidentiality of your account credentials and are fully responsible for all activities that occur under your account. We reserve the right to suspend or terminate accounts that violate these Platform Terms.

5. Payment and Fees

Certain features of the Platform may require the purchase or payment of fees using crypto currency tokens or other approved payment methods. By making a purchase, you agree to provide current, accurate payment information. You acknowledge that cryptocurrency transactions are subject to market price fluctuations, transaction fees, and blockchain validation times, and Vertical AI is not responsible for lost value due to market volatility.

All transactions conducted on the Platform are final and non-refundable unless explicitly stated otherwise.

6. Intellectual Property

Vertical AI (or its licensor or supplier, as applicable) is the exclusive owner of all intellectual property rights vesting in and relating to the Platform, including but not limited to software, underlying source- and object code, graphics and logo's. These intellectual property rights include but are not limited to patents, patent applications, trademarks, trademark applications, database rights, service marks, trade names, copyrights, trade secrets, licenses, domain names, know-how, property rights and processes (“Intellectual Property Rights”). Nothing in these Platform Terms shall be construed to assign or confer to User any Intellectual Property Rights pertaining to the Platform.

Vertical AI grants User a limited, non-exclusive, non-sublicensable, non-transferable and revocable license for the duration of the Platform Agreement to access and use the Platform solely in accordance with these Platform Terms and in a manner that complies with all legal requirements applicable to the use of the Platform. User will not reproduce, resell or distribute any part of the Platform without Vertical AI's explicit written consent.

The Platform allows Users to contribute, upload, or share content, including but not limited to input, models, and output, datasets, feedback, images, text, code and suggestions (“Contributions”).

As a User, you are responsible for your Contributions and warrant, represent and guarantee that you are the rightful owner and/or have obtained all necessary permission(s) and/or license(s) from the rightful owner(s) of (the rights to) such Contributions and that no rights of third parties and/or licenses applicable to the Contributions forbid or restrict the reproduction, making available to the public, modification, alteration, transmission, displaying and/or other use of such Contributions.

By making Contributions to the Platform, you grant us a royalty-free, non-exclusive, sub-licensable, worldwide, perpetual license and all necessary permissions and/or consents required (with full right to sub-license) to reproduce, make available to the public, modify, alter, transmit, display and use the Contributions and any other materials provided or made available by you on the Platform.

7. Prohibited Activities

You agree not to:

• Use the Platform and Services for any illegal activities or unauthorized purposes.

• Circumvent or disable security-related features of the Platform.

• Upload harmful or malicious software, including viruses, to the Platform.

• Engage in any activities that may harm or misuse the Platform, including data scraping or reverse engineering.

• Create, upload, or distribute hate speech, violence, child abuse material, or non-consensual explicit content, misinformation, deepfakes, or AI-generated deceptive content.

• AI models for fraud, impersonation, or financial/military applications, and other.inappropriate content that violates ethical or legal standards.

8. Privacy and Data Protection

When you use our Platform, we collect certain personal data of you, such as your account credentials. These processing activities are governed by our Privacy Notice, which details how we collect, use, and protect your personal data.

If you as a User are based outside the EU and your Contributions include personal data or personal identifiable information, the warranties, representations and guarantees you make under article 6 of these Platform Terms include any warranties, representations and guarantees with respect to privacy or personal data protection related rights vested in or related to such personal data or personal identifiable information. You shall at all times ensure compliance with any privacy or personal data protection related legislation as applicable to you as a User.

If you as a User are based in the EU and upload personal data on our Platform outside purely personal use, we operate as a Data Processor and you operate as a Data Controller under the EU General Data Protection Regulation. In this context, you as a User and we as Vertical AI agree on a Data Processing Agreement, attached as Annex 1 to these Platform Terms.

9. Blockchain-Based Transactions

Vertical AI integrates blockchain technology to ensure secure and transparent transactions for the distribution of AI models. You acknowledge that blockchain transactions are immutable and that we cannot reverse or alter any transactions once completed.

You are solely responsible for managing your crypto assets and wallet addresses. We are not responsible for any losses due to the misuse of wallet keys or errors in transactions.

Vertical AI reserves the right to monitor, suspend, freeze, or refuse transactions or accounts if there is a reasonable suspicion of fraudulent activity, money laundering, or any other form of financial crime. Users acknowledge that Vertical AI may be legally required to report such activities to relevant regulatory authorities and cooperate with law enforcement or compliance investigations.

10. Token Economy

The Vertical token is an integral part of the Vertical platform, providing access to premium services and incentivizing user contributions. By using VERTAI tokens, you agree to comply with all applicable laws and regulations regarding cryptocurrencies in your jurisdiction.

11. Liability

Vertical AI is not liable for any loss or damages connected with or arising out of the Platform and Services provided, including but not limited to damages:
a) In the form of indirect, punitive and consequential damages, such as loss of profits or loss of expected revenue or gains, including any loss of anticipated profits and/or any actual or hypothetical losses, whether direct or indirect, including for example missed sale opportunities, or actions that the User might have taken, should a certain circumstance have not arisen;
b) resulting or arising from any inaccuracies or any incompleteness information provided by the User;
c) resulting or arising from any actions by the User that violate the Platform Terms, any other terms or policies referenced these Platform Terms, or any policies published on the Platform;
d) resulting or arising from any actions of a third party for which Vertical AI is not responsible, including any damages resulting from or in connection to Third Party Agreements;
e) Vertical AI’s failure to fulfill any obligation under these Platform Terms due to events beyond Vertical AI’s reasonable control;
f) Resulting or arising from a temporary inaccessibility, malfunctioning or suspension of the Platform and Services;
g) resulting or arising from loss or corruption of data or information, including Contributions;
h) resulting or arising from Contributions or any interactions on the Platform between Users;

In the circumstances that Vertical AI is liable, such liability is limited to:
● reasonably direct foreseeable losses or damages in connection to User’s use of the Services and Platform, that do not qualify as indirect damages as defined in Article 11(a) above; and
● this amount is limited to an amount not exceeding and capped at the total amount invoiced by Vertical AI to the User in the three (3) months prior to the liability-causing event, subject to a total aggregated cap of EUR 5.000.

Nothing in these Terms will exclude or limit the liability of Vertical AI if this cannot be excluded or limited under applicable (consumer) laws, such as in case of fraud or fraudulent misrepresentation; in respect of gross negligence or wilful misconduct; or if such liability can otherwise not lawfully be limited or excluded.

Any liability claim against Vertical AI or any of its affiliated companies lapses upon expiry of twelve (12) months starting from the moment that the User becomes or could reasonably have become aware of the damage (occurring first in a series of related damage causing events).

12. User warranties and indemnification

User warrants, represents and guarantees that it complies with all applicable laws, including but not limited to intellectual property laws, (e-)privacy laws, codes of conduct, and other forms of self-regulation, and that it is not located in a country subject to trade sanctions or embargoes, nor listed on any restricted parties lists issued by any competent authority. User further warrants that it holds all necessary rights, licenses, registrations, permits, and authorizations, as well as any additional requirements set by Vertical AI, and fully adheres to the provisions of these Platform Terms. Additionally, User warrants that it has the right to use and share any Contributions through the Platform and that such use does not infringe any third-party rights.

User indemnifies and holds harmless Vertical AI, its affiliates, officers, directors, employees and agents from any and all claims, losses, damages, liabilities, expenses, actions, judgments, or causes of action (including but not limited to those related to intellectual property, privacy and data protection, regulatory compliance or other liability claims), incurred by Vertical AI arising out of or resulting from User's breach of this Platform Agreement, User's violation of applicable laws or third party rights or User's gross negligence or willful misconduct. This indemnification obligation shall survive the termination or expiration of the Platform Agreement.

13. Disclaimer warranties

To the maximum extent permitted by applicable law, Vertical AI hereby disclaims all implied warranties regarding the availability of the Platform, Services, fitness for a particular purpose or non-infringement, including but not limited to the outcomes or functionality of AI models, datasets, or Platform functionality. The Platform is provided "as is" and "as available" without warranty of any kind, meaning that Vertical AI does not guarantee that the Platform is free of errors and functions without any interruptions. In addition, Vertical AI rejects all implied warranties that the Platform and the use thereof comply with User’s expectations thereof.

If any arrangements have been made about availability or a service level, the availability of software, systems and related services is always measured in such a way that unavailability due to preventive, corrective or adaptive maintenance service or other forms of service that Vertical AI has notified User of in advance and circumstances beyond Vertical AI’s control are not taken into account. Subject to proof to the contrary offered by Users, the availability measured by Vertical AI is considered conclusive.

14. Termination and amendment

We reserve the right to terminate or suspend your access to the Platform at our sole discretion, without prior notice, if you breach these Platform Terms or for any other reason deemed necessary. Upon termination, you must cease all use of the Platform.

15. Miscellaneous

Competent court and Governing Law

This Platform Agreement and any disputes arising out of or in connection with this Platform Agreement, including any non-contractual claims, are governed by the laws of Curacao. If User qualifies as a consumer within the meaning of Article 6 of Regulation (EC) No 593/2008 (‘Rome I’), User will retain the protection afforded to it by provisions that cannot be derogated from by agreement by virtue of the law which, in the absence of choice, would have been applicable in the country where the consumer has his habitual residence.

Governing law

Any disputes arising out of or in connection with this Platform Agreement, including any non-contractual claims, shall exclusively be resolved by the courts of Curacao. If the Platform Agreement qualifies as a consumer contract within the meaning of Section II.4 of Regulation (EU) 1215/2012, the jurisdiction rules set out in Articles 18 and 19 of such regulation shall apply.

Order of Precedence

In the event of any inconsistency or conflict between the provisions of the following documents, the order of precedence shall be as follows, with the document listed first prevailing over those listed thereafter:

1. The main agreement concluded with Users (if any);

2. 2. Platform Terms;

3. 3. Data Processing Agreement;

4. 4. other applicable annexes or schedules

If a conflict arises between provisions within the same document, the specific provision addressing the subject matter in greater detail shall prevail over a general provision.

Invalidity or unenforceability
The invalidity or unenforceability of any provision of this Platform Agreement shall not affect any other provisions of this Platform Agreement, unless any such provision is inextricably linked to the invalid or unenforceable provision. Any invalid or unenforceable provision shall be replaced or, insofar possible under Applicable Law, deemed to be replaced by a valid and enforceable provision which differs as little as possible from the invalid or unenforceable provision and reflects the intent of the invalid or unenforceable provision.

16. Contact Us

If you have any questions or need further information regarding the Platform Terms, you can contact us by email: help@verticalstudio.ai.