Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you and Poiro Inc. ("Poiro," "we," "us," or "our") governing your access to and use of our website at poiro.com (the "Site") and our platform and services (collectively, the "Services").

By accessing or using our Site or Services, creating an account, or clicking to accept these Terms, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are using our Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and references to "you" in these Terms will refer to that entity.

If you do not agree to these Terms, you may not access or use our Site or Services.

We reserve the right to update or modify these Terms at any time. If we make material changes, we will notify you by email or through a prominent notice on our Site before the changes take effect. Your continued use of our Services after any changes constitutes your acceptance of the revised Terms.

"Account" means a registered user account created on the Poiro platform.

"Brand Assets" means any images, videos, brand guidelines, logos, copy, creative briefs, or other materials you upload or provide to us to enable us to deliver the Services.

"Content" means any text, images, video, audio, data, or other materials that you submit, upload, or otherwise provide in connection with the Services.

"Generated Outputs" means any creative content, designs, videos, images, copy, or other materials produced by our platform using your Content or Brand Assets as inputs.

"Services" means all products, features, tools, and services provided by Poiro, including our AI-powered creative production platform.

"Subscription" means a paid plan that grants access to Poiro's Services for a defined period in exchange for a recurring fee.

"User" or "you" means any individual or entity that creates an Account or accesses the Services.

3.1 Eligibility

To use our Services, you must be at least 13 years of age. If you are between 13 and 17 years of age, you may only use our Services with the consent and supervision of a parent or legal guardian. By accessing our Services, you represent that you meet these eligibility requirements.

Our Services are intended for use by businesses, marketing professionals, brand teams, and creative agencies. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

3.2 Account Registration

To access most features of our Services, you must create an Account. When registering, you agree to provide accurate, current, and complete information and to keep that information updated. You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account.

You must notify us immediately at explore@poiro.com if you become aware of any unauthorized use of your Account. We are not liable for any losses resulting from unauthorized use of your Account due to your failure to safeguard your credentials.

We reserve the right to refuse registration, cancel accounts, or restrict access to the Services at our discretion, including for suspected violation of these Terms.

4.1 Description

Poiro provides AI-powered creative production services and tools that enable brand teams, marketing professionals, and creative agencies to produce on-brand creative content at scale. Our Services include, but are not limited to, managed creative production, access to our platform and pre-built creative tools, and human support from our team.

4.2 Changes to Services

We reserve the right to modify, suspend, or discontinue any part of our Services at any time, with or without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services.

4.3 Third-Party Services

Our Services may integrate with or link to third-party services. We do not control those services and are not responsible for their availability, content, or practices. Your use of any third-party services is subject to their respective terms and privacy policies.

5.1 Free Trial

We offer a 10-day free trial for new users. During the free trial period, you may access the Services at no charge. At the end of your free trial, you will need to subscribe to a paid plan to continue using the Services. We reserve the right to modify or discontinue the free trial offer at any time.

5.2 Subscriptions

Access to certain features of our Services requires a paid Subscription. Subscription fees, terms, and available plans are described on our pricing page, which may be updated from time to time. By subscribing, you authorize us or our designated payment processor to charge your selected payment method for the applicable Subscription fees on a recurring basis.

5.3 Billing

Subscription fees are billed in advance on a recurring basis (monthly or annually, depending on your selected plan). All fees are in US dollars unless otherwise stated. You are responsible for all applicable taxes and levies.

5.4 Cancellation

You may cancel your Subscription at any time through your Account settings or by contacting us at explore@poiro.com. Your cancellation will take effect at the end of your current billing period. We do not provide refunds for partially unused subscription periods unless required by applicable law.

5.5 Changes to Fees

We reserve the right to change our Subscription fees. If we change our fees, we will provide you with at least 30 days' advance notice before the change takes effect. Your continued use of the Services after a fee change takes effect constitutes your acceptance of the new fees.

6.1 Poiro's Intellectual Property

The Services, including all platform software, technology, designs, features, functionality, trademarks, service marks, and all other content owned or licensed by Poiro, are the exclusive property of Poiro and its licensors. These Terms do not grant you any right, title, or interest in Poiro's intellectual property. You may not copy, modify, distribute, reverse engineer, or create derivative works from any portion of our platform without our express written permission.

6.2 Your Content and Brand Assets

You retain all rights, title, and interest in and to the Content and Brand Assets you submit or upload to our Services. By submitting Content or Brand Assets to us, you grant Poiro a limited, non-exclusive, royalty-free license to use, store, reproduce, and process your Content and Brand Assets solely for the purpose of providing the Services to you.

This license does not give Poiro the right to use your Content or Brand Assets for any purpose beyond delivering the Services, except as expressly described in these Terms or with your prior written consent.

6.3 Generated Outputs

You own all right, title, and interest in and to the Generated Outputs produced by our platform using your Content or Brand Assets as inputs. Poiro does not claim ownership over Generated Outputs and does not restrict your right to use those Outputs, including for commercial purposes.

You are solely responsible for ensuring that your use of Generated Outputs complies with applicable laws and does not infringe the rights of any third party. We do not warrant that Generated Outputs will be free from third-party intellectual property claims.

6.4 High-Value Creative Deliverables

Where Poiro produces high-value creative deliverables on your behalf, including but not limited to television commercials (TVCs), broadcast content, long-form video productions, or similar premium creative works (collectively, "Premium Deliverables"), the following terms apply in addition to Section 6.3:

The completed Premium Deliverable, including all final video, audio, script, and creative elements specifically produced for you as part of that engagement, are owned solely by you. Poiro does not retain any ownership interest in the finished creative work and does not restrict your right to broadcast, license, adapt, or otherwise exploit the Premium Deliverable in any manner.

Notwithstanding the above, Poiro retains exclusive ownership of all underlying platform technology, proprietary production workflows, AI systems, templates, tools, and methodologies used in the creation of the Premium Deliverable. Nothing in these Terms transfers ownership of Poiro's technology, tools, or production methods to you.

Unless you notify us in writing at explore@poiro.com prior to delivery of the final work, Poiro reserves the right to reference the existence of the engagement and use excerpts, stills, or summary descriptions of the Premium Deliverable for portfolio, case study, and promotional purposes. You may withdraw this permission at any time by written notice to explore@poiro.com.

Protecting your brand's creative assets is fundamental to how we operate. We want to be unambiguously clear about how we handle your data in connection with our AI systems:

We do not use your Brand Assets, Content, or Generated Outputs to train publicly available AI models. Your brand's intellectual property belongs to your brand.

• Your Brand Assets and Content are processed solely for the purpose of generating on-brand creative outputs for you and delivering the Services you have subscribed to.

• We maintain technical and organizational safeguards to keep your brand data separate from the data of other clients. Your Content is not used to benefit, inform, or improve outputs generated for any other client.

• Where our Services use AI to generate Outputs, those outputs are generated using systems configured for your brand's specific use, based on the inputs, guidelines, and materials you provide to us.

• We do not share your Brand Assets with other clients or allow your proprietary content to inform the creative outputs generated for any other brand.

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Upload, transmit, or generate any content that is illegal, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable.

• Violate or infringe the intellectual property, privacy, publicity, or other rights of any third party.

• Upload or transmit content that contains viruses, malware, or any other harmful or disruptive code.

• Generate content that constitutes hate speech or that targets any individual or group on the basis of race, religion, gender, sexual orientation, national origin, disability, or any other protected characteristic.

• Attempt to gain unauthorized access to any portion of the Services or to any other systems or networks connected to the Services.

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying technology of our platform.

• Resell, sublicense, or otherwise transfer access to the Services to any third party without our express written consent.

• Use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use of the Services.

• Remove, alter, or obscure any proprietary notices, labels, or marks on or within the Services.

• Use the Services to facilitate any form of unsolicited advertising, spam, or other mass unsolicited communications.

We reserve the right to investigate and take appropriate action against any violation of this section, including suspending or terminating your Account and reporting suspected unlawful activity to law enforcement.

Each party acknowledges that during the course of using the Services, it may have access to information that is confidential or proprietary to the other party ("Confidential Information"). Each party agrees to:

• Hold the other party's confidential information in strict confidence.

• Use confidential Information only as necessary to fulfill its obligations under these Terms.

• Not disclose confidential Information to any third party without the prior written consent of the disclosing party, except as required by applicable law.

Your Brand Assets, Content, and Generated Outputs are considered your Confidential Information. Poiro's platform technology, pricing, and non-public business practices are considered Poiro's Confidential Information. Confidentiality obligations survive the termination of these Terms for a period of three years.

Your use of the Services is subject to our Privacy Policy, available at poiro.com/privacy, which is incorporated into these Terms by reference. By using the Services, you agree to our collection and use of your information as described in our Privacy Policy.

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, POIRO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

POIRO DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) ANY ERRORS IN THE SERVICES WILL BE CORRECTED; (C) THE RESULTS OBTAINED FROM USING THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (D) GENERATED OUTPUTS WILL BE FREE FROM THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS.

YOU ACKNOWLEDGE THAT AI-GENERATED OUTPUTS MAY SOMETIMES PRODUCE INACCURATE, INAPPROPRIATE, OR UNEXPECTED RESULTS. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, APPROVING, AND TAKING RESPONSIBILITY FOR ANY GENERATED OUTPUTS BEFORE USE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL POIRO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF POIRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE EXTENT POIRO'S LIABILITY IS NOT EXCLUDED UNDER APPLICABLE LAW, POIRO'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO POIRO IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liability. The above limitations may not apply to you to the extent prohibited by applicable law.

You agree to defend, indemnify, and hold harmless Poiro and its officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your Content or Brand Assets, including any claim that your Content or Brand Assets infringe any third-party intellectual property or other rights; (c) your violation of these Terms; or (d) your violation of any applicable law or the rights of any third party.

Poiro reserves the right to assume exclusive control over the defense of any matter for which you are required to indemnify us. You agree to cooperate with Poiro's defense of any such claims and not to settle any such claim without Poiro's prior written consent.

14.1 Termination by You

You may terminate your Account and these Terms at any time by canceling your Subscription and discontinuing your use of the Services. Termination does not relieve you of any obligation to pay fees accrued prior to termination.

14.2 Termination by Poiro

We reserve the right to suspend or terminate your Account and access to the Services, with or without notice, for any reason, including but not limited to: (a) violation of these Terms or our Acceptable Use Policy; (b) conduct we determine, in our sole discretion, is harmful to other users, third parties, or the integrity of the Services; or (c) failure to pay applicable Subscription fees.

14.3 Effect of Termination

Upon termination of your Account, your right to access and use the Services will immediately cease. Sections 6, 7, 9, 11, 12, 13, 15, and 16 of these Terms will survive termination and continue in full force and effect.

15.1 Governing Law

These Terms and any disputes arising out of or relating to these Terms or the Services are governed by the laws of the State of California, without regard to its conflict of law principles.

15.2 Informal Resolution

If you have a dispute with Poiro, please contact us at explore@poiro.com with a written description of the issue. We will work with you in good faith to try to resolve the matter informally before either party initiates legal proceedings.

15.3 Jurisdiction

If a dispute cannot be resolved informally, it will be subject to the exclusive jurisdiction of the state and federal courts located in California.

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Poiro regarding the Services and supersede all prior agreements, representations, warranties, and understandings between the parties.

16.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

16.3 Waiver

Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver of a specific right or provision must be in writing and signed by an authorized representative of Poiro to be effective.

16.4 Assignment

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. Poiro may freely assign these Terms, in whole or in part, without your consent, including in connection with a merger, acquisition, reorganization, or sale of substantially all of our assets.

16.5 Force Majeure

Poiro will not be liable for any failure or delay in the performance of the Services resulting from causes beyond our reasonable control, including acts of God, natural disasters, pandemic, epidemic, war, civil unrest, terrorism, power failures, telecommunications outages, or government actions.

16.6 No Third-Party Beneficiaries

These Terms do not and are not intended to create any third-party beneficiary rights.

16.7 Notices

We may send notices to you by email associated with your account. You may send legal notices to explore@poiro.com. Notices sent by email will be deemed received when delivered.

If you have any questions about these Terms, please contact us at:

Poiro Inc.

440 N Wolfe Rd, Sunnyvale, CA 94085

Email: explore@poiro.com