Terms of Use & Software Licence Agreement

Parties

These Terms of Use and Software Licence Agreement (the "Agreement") govern access to and use of the Bespoke AI platform (the "Platform") provided by Haiku Labs ("Licensor", "we", "us") to the individual or entity accessing the Platform (the "Licensee", "you").

Recitals

The Licensor has developed and owns a proprietary artificial intelligence platform known as Bespoke AI, which enables the generation, manipulation and refinement of 3D models, photorealistic renders and NURBS surfaces from sketches, images and 3D scans, purpose-built for automotive, jewelry and industrial design workflows. By accessing the Platform, the Licensee agrees to be bound by this Agreement.

1. Definitions

• "Platform" means the Bespoke AI software-as-a-service platform, including all web interfaces, APIs, Blender add-ons, and any future integrations (including Maya), together with all updates, patches, and new features made available during the Licence Term.
• "Licence" means a single named-user licence granting one (1) authorised user access to the Platform.
• "Credits" means the monthly allocation of computational units assigned to each Licence, comprising generation credits for 3D models, image renders, and other AI-powered operations.
• "Dedicated API" means the application programming interface enabling integration of the Platform's AI engine into the Licensee's proprietary tools and workflows.
• "Licence Term" means the initial period commencing on the Effective Date, subject to renewal as set forth in Section 4.
• "Confidential Information" means all non-public information disclosed by either party, including designs, models, trade secrets, business strategies, and technical specifications.
• "Brand Identity Assets" means any Licensee-specific design language libraries, presets, style guides, or customised features developed under this Agreement.
• "Generated Content" means all 3D models, renders, images, and derivative works produced by the Licensee using the Platform.
• "Licensee Data" means all data uploaded, created, generated, or otherwise processed by or on behalf of the Licensee through the Platform, including sketches, images, 3D scans, Generated Content, design files, prompts, metadata, and any other material originating from the Licensee.
• "Output" means all results, work product, designs, prototypes, 3D models, renders, images, or other items created or generated through any use of the Platform.
• "Feedback" means ideas for improvement, suggestions, feature requests, or other feedback provided by the Licensee to the Licensor.

2. Licence Grant and Scope

2.1 Subject to this Agreement and payment of the applicable fees, the Licensor grants to the Licensee a non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform during the Licence Term.

2.2 Each Licence is assigned to a single named user. Licence reassignment is permitted no more than once per calendar quarter, with written notice to the Licensor.

2.3 Enterprise Licensees are granted access to the Dedicated API for the purpose of building internal tools and workflows on the Platform's 3D AI engine.

2.4 The Licensor shall provide access to the latest generation models within twenty-four (24) hours of their public release by the respective model providers.

2.5 Subject to the applicable plan, the Licensee shall have access to the end-to-end design workflow, including exterior and interior design capabilities, advanced 3D AI features, and the Blender add-on (with Maya integration upon availability).

3. Fees and Payment

3.1 Subscription fees are set forth on the Pricing page or in the applicable Licence Order Form. Enterprise pricing is tiered by the total number of Licences purchased and may include volume discounts.

3.2 Subscriptions are billed monthly or annually in advance, depending on the plan selected. Any billing period that has started is due in full and non-refundable.

3.3 Enterprise invoices are issued annually in advance. Payment is due within thirty (30) days of invoice date. All amounts are exclusive of VAT, sales tax, withholding tax, or other applicable taxes, which shall be borne by the Licensee.

3.4 Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

4. Term and Renewal

4.1 This Agreement commences on the Effective Date (the date you first access the Platform or the date stated in your Licence Order Form) and continues for the initial Licence Term.

4.2 Subscriptions shall automatically renew for successive periods of equivalent length unless either party provides written notice of non-renewal prior to the expiration of the then-current term (sixty (60) days for Enterprise Licences; before the renewal date for monthly/annual self-service subscriptions, via account settings).

4.3 Upon renewal, the Licensor reserves the right to adjust fees by providing prior written notice. If the Licensee does not agree to the adjusted fees, it may elect not to renew in accordance with Clause 4.2.

5. Credits and Usage Allocation

5.1 Each Licence includes a monthly allocation of Credits as set forth in the applicable plan (e.g., approximately 200 full 3D model generations and approximately 1,200 image generations and renders for Enterprise Licences, with remaining Credits applicable to other AI operations).

5.2 Unused Credits shall roll over to subsequent months within the same Licence Term. Rolled-over Credits are consumed after the current month's fresh allocation. At the end of the Licence Term (or upon termination), all accumulated unused Credits shall expire and carry no cash value.

5.3 Additional Credits may be purchased at the rates published on the Platform or as agreed in writing between the parties. Bulk credit packages are available upon request.

6. Training and Support

6.1 The Licensor shall provide onboarding training for authorised users at no additional cost, including remote and (where agreed) on-site sessions for Enterprise Licensees.

6.2 The Licensor shall provide ongoing technical support during business hours (9:00 to 18:00 CET, Monday to Friday), with commercially reasonable response times.

6.3 Enterprise Licensees shall be assigned a dedicated account manager.

6.4 The Licensor shall provide regular platform update briefings and access to new feature previews.

7. Dedicated API and Custom Integration

7.1 Enterprise Licensees shall be granted access to the Dedicated API, enabling them to build proprietary tools, internal applications, and automated workflows on the Platform's 3D AI engine.

7.2 API documentation and integration support shall be provided at no additional cost.

7.3 Subject to mutual agreement, the Licensor may develop dedicated features specific to the Licensee's requirements, including brand identity presets, custom design language libraries, and bespoke workflow modules.

7.4 Any custom developments under Clause 7.3 shall be scoped and priced separately in a Change Order signed by both parties.

8. Indicative Roadmap

8.1 The Licensor's current development intentions may include (a) full NURBS surface generation from AI-generated meshes, (b) parametric design controls for generative 3D outputs, and (c) integrated CFD assessment tools. This list does not constitute a commitment, warranty, or obligation of any kind.

8.2 The Licensor makes no binding commitment regarding the development, release, availability, functionality, performance, or timeline of any roadmap capability and may, at its sole discretion, modify, delay, reprioritise, or abandon any item at any time.

8.3 Should any roadmap capability be released during the Licence Term, it shall be made available to the Licensee as part of the Platform at no additional Licence cost.

8.4 The Licensee may from time to time be offered the opportunity to participate in beta or early-access testing. Such participation is voluntary and subject to additional terms communicated at the time of invitation.

9. Limitations on Use and Output Disclaimer

9.1 The Platform is a tool intended only to assist the Licensee with design exploration, concept generation, visualisation, and other creative activities. It is not a substitute for the professional judgment, independent design validation, or engineering analysis of the Licensee or its employees.

9.2 The Licensee acknowledges that the Platform utilises artificial intelligence and generative models that may produce Output that is approximate, incomplete, or unsuitable for a given purpose. It is the Licensee's sole responsibility to (a) determine whether the use of the Platform is appropriate, (b) evaluate and validate all Output before relying upon it, and (c) establish adequate independent procedures for testing the reliability, safety, accuracy, completeness, and compliance with applicable legal and industry standards.

9.3 The Licensor makes no warranty, representation, or commitment regarding the accuracy, completeness, fitness for purpose, or reliability of any Output and shall not be responsible or liable for the results obtained through use of the Platform.

9.4 Without limitation, the Licensor does not warrant that the Platform or any Output will (a) be available, uninterrupted, timely, error-free, secure, accurate, reliable, or complete, (b) meet any particular performance or service-level criteria, or (c) produce Output that conforms to any specific design, engineering, aerodynamic, structural, or regulatory standard.

10. Feedback

10.1 If the Licensee provides Feedback, it grants to the Licensor a non-exclusive, transferable, irrevocable, worldwide, royalty-free licence (with rights to sublicence) to use, reproduce, modify, distribute, and otherwise exploit the Feedback in connection with the Platform and the Licensor's business, without attribution or compensation.

10.2 Nothing in this Section grants the Licensor any rights to Licensee Data, Generated Content, or Confidential Information. The Feedback licence applies solely to ideas, suggestions, and feature requests.

11. Intellectual Property and Ownership of Generated Content

11.1 The Licensor retains all right, title and interest in and to the Platform, including all intellectual property rights in the underlying software, algorithms, AI models, user interface, documentation, and any improvements thereto.

11.2 The Licensee retains sole, exclusive, and unrestricted ownership of all Generated Content produced using the Platform, including all 3D models, renders, images, textures, design concepts, and derivative works. The Licensor irrevocably assigns to the Licensee any rights, title, and interest it may hold in such Generated Content.

11.3 The Licensee retains sole and exclusive ownership of all Licensee Data. No licence, right, or interest in the Licensee Data is granted to the Licensor except the limited, temporary right to process such data solely for the purpose of providing the Platform's services during the Licence Term.

11.4 Brand Identity Assets developed under Clause 7.3 that incorporate the Licensee's proprietary design language shall be jointly owned, with the Licensor retaining the right to use the underlying technology and the Licensee retaining exclusive rights to its brand-specific outputs and design parameters.

11.5 For the avoidance of doubt, the Licensor acquires no intellectual property rights whatsoever in any product design, concept, or product plan of the Licensee, whether or not such design was created, modified, or refined using the Platform.

12. No AI Training on Licensee Data

12.1 The Licensor shall not use any Licensee Data, Generated Content, prompts, usage patterns, design inputs, or any other data originating from the Licensee to train, fine-tune, improve, benchmark, validate, or otherwise develop any AI model, machine learning algorithm, or neural network, whether owned by the Licensor or any third party, unless (a) the Licensee has provided prior written consent for a specifically defined use, or (b) the training is undertaken for the sole and exclusive benefit of the Licensee (e.g., a custom Exclusive Model), as agreed in writing.

12.2 This prohibition applies to all forms of model training, including supervised, unsupervised, reinforcement, transfer, few-shot learning, distillation, and any technique that extracts patterns or knowledge from the Licensee's data.

12.3 The Licensor shall not share, transfer, licence, sell, or otherwise make available any Licensee Data to any third-party AI model provider, data broker, or any other entity for any purpose.

12.4 The Licensor shall implement technical and organisational measures to ensure that Licensee Data is logically and, where feasible, physically segregated from any data used for AI model training purposes.

12.5 The Licensor shall, upon the Licensee's reasonable request and no more than once per calendar year, provide a written certification confirming compliance with this Section 12.

12.6 Any breach of this Section 12 shall constitute a material breach of this Agreement entitling the Licensee to immediate termination and to seek all available legal remedies, including injunctive relief.

13. Data Security and Privacy

13.1 All data transmitted to and from the Platform shall be encrypted using industry-standard TLS 1.3 in transit and AES-256 at rest.

13.2 Enterprise Licensees are provided with dedicated, isolated cloud storage. No Enterprise Licensee data shall be commingled with data from other customers.

13.3 The Licensor complies with the EU GDPR (Regulation (EU) 2016/679), the UK Data Protection Act 2018 and the UK GDPR, and shall execute a Data Processing Agreement (DPA) upon request.

13.4 Upon termination, all Licensee Data shall be returned or securely destroyed within thirty (30) days, at the Licensee's election, with written certification of destruction upon request. Further information on personal data processing is available in our Privacy Policy.

14. Confidentiality

14.1 Each party agrees to hold in strict confidence all Confidential Information of the other party and not to disclose such information to any third party except as necessary to perform its obligations under this Agreement.

14.2 The confidentiality obligations shall survive termination of this Agreement for a period of five (5) years.

14.3 The Licensor acknowledges that the Licensee's product designs, concepts, and product plans constitute highly sensitive trade secrets and agrees to implement enhanced security measures as reasonably requested by Enterprise Licensees.

15. Warranties and Representations

15.1 The Licensor warrants that the Platform shall perform materially in accordance with its published specifications and documentation.

15.2 The Licensor warrants that it has full authority to grant the rights set forth herein and that the Platform does not infringe any third-party intellectual property rights known to the Licensor.

15.3 The Licensor warrants that it has not and shall not use any Licensee Data in violation of Section 12 (No AI Training on Licensee Data).

15.4 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 15, THE PLATFORM AND ALL OUTPUT ARE PROVIDED "AS IS" AND "WITH ALL FAULTS." THE LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. THE LICENSOR DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR MEET ANY PARTICULAR PERFORMANCE OR AVAILABILITY CRITERIA.

15.5 Reliance on Third-Party AI Providers. The Licensee acknowledges and agrees that the Platform relies on third-party artificial intelligence model providers, cloud infrastructure providers, and other external service providers (including, without limitation, generative image, 3D, video, and language model providers) to deliver certain generation, processing, and inference functionalities. The Licensor does not own, operate, control, or independently verify these third-party services and makes no representation or warranty regarding their availability, accuracy, latency, output quality, content moderation, security, or continuity.

15.6 To the maximum extent permitted by applicable law, the Licensor shall not be liable for any loss, damage, error, downtime, degradation of service, content removal, policy change, pricing change, deprecation, discontinuation, security incident, data breach, or any other act or omission attributable to a third-party AI or infrastructure provider, nor for any output generated by such providers. The Licensee further acknowledges the inherent risks of generative AI, including but not limited to hallucinations, inaccuracies, biased or inappropriate outputs, non-deterministic results, and potential infringement of third-party rights, and accepts sole responsibility for reviewing, validating, and determining the suitability of any Output prior to use in any production, commercial, or safety-critical context.

15.7 The Licensor reserves the right to substitute, add, or remove third-party providers at any time in order to maintain or improve the Platform. The Licensor shall use commercially reasonable efforts to select reputable providers and to ensure contractual protections consistent with Section 12 (No AI Training on Licensee Data) and Section 13 (Data Security and Privacy).

16. Limitation of Liability

16.1 NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE EVENTS OR CIRCUMSTANCES GIVING RISE TO THE CLAIM.

16.2 NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY.

16.3 THE LICENSEE ACKNOWLEDGES THAT THE DISCLAIMERS, OUTPUT LIMITATIONS, AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT CONSTITUTE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES.

16.4 Nothing in this Agreement restricts or excludes either party's liability for (a) death or personal injury caused by negligence or wilful misconduct, (b) fraud, or (c) any other liability that cannot be excluded under applicable law.

17. Termination

17.1 Either party may terminate this Agreement upon sixty (60) days' written notice for convenience at the end of any Enterprise Licence Term, or via account settings for self-service subscriptions before the next renewal date.

17.2 Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach that remains uncured for thirty (30) days after written notice thereof.

17.3 The Licensee may terminate this Agreement immediately upon written notice in the event of any breach of Section 12 (No AI Training on Licensee Data).

17.4 Upon termination, the Licensee's access to the Platform shall cease and all provisions relating to intellectual property, no AI training, confidentiality, data security, limitations on use, output disclaimers, and limitation of liability shall survive.

18. Modifications to the Platform

18.1 The Licensor reserves the right to modify, update, discontinue, or substitute features, functions, or components of the Platform, including underlying AI models, generation engines, and supporting services.

18.2 The Licensor shall use commercially reasonable efforts to notify the Licensee of any material changes in advance. Updates to underlying AI models (including substitution of one model provider for another) shall not constitute a breach provided the Platform continues to perform materially in accordance with its published specifications.

18.3 If any modification has a material adverse effect on the Licensee's use, the Licensee may, within thirty (30) days, request that the Licensor restore the affected functionality or provide a reasonable alternative. If the Licensor is unable to do so within a further thirty (30) days, the Licensee may terminate this Agreement and receive a pro-rata refund of prepaid fees for the remaining Licence Term.

19. Governing Law and Dispute Resolution

19.1 For self-service subscriptions, this Agreement shall be governed by the laws of France, with exclusive jurisdiction of the courts of Paris, France.

19.2 For Enterprise Licences, this Agreement may, by separate written agreement, be governed by the laws of England and Wales, with disputes first submitted to good faith negotiation for thirty (30) days and, if unresolved, to binding arbitration under the rules of the London Court of International Arbitration (LCIA).

20. General Provisions

20.1 Force Majeure. Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, earthquake, fire, pandemic, flood, sanctions, embargoes, strikes, civil unrest, unavailability of third-party suppliers (including AI model providers and cloud infrastructure providers), riots, terrorist or criminal acts, war, internet failures, power failures, and acts of governmental authorities.

20.2 Compliance Verification. The Licensor reserves the right to verify the Licensee's compliance with this Agreement, including the number of named users and adherence to the licence scope, through standard usage monitoring. If non-compliance is found, the Licensee shall promptly purchase additional Licences and reimburse the Licensor's reasonable verification costs.

20.3 Entire Agreement. This Agreement, together with any Licence Order Form and Change Orders, constitutes the entire agreement between the parties and supersedes all prior negotiations and understandings.

20.4 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except in connection with a merger, acquisition, or sale of substantially all of its assets.

20.5 Amendment. Any amendment to this Agreement must be in writing and signed by both parties; for self-service subscriptions, material updates to these Terms will be communicated by email or through the Platform and continued use shall constitute acceptance.

20.6 Severability. If any provision is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

20.7 No Waiver. Failure to enforce any provision shall not constitute a waiver unless specified in writing and signed by the party against which the waiver is asserted.

21. Contact

For any questions about this Agreement, or to request a Data Processing Agreement, an Enterprise Licence Agreement, or a written certification under Section 12, please contact: