Effective Date: January 16, 2025 (or from the date of acceptance, whichever is later)

These Terms and Conditions (“Agreement”) govern your access to and use of the software subscription services provided by AIMIRR Inc., a Virtual Try-On and Fitting Room Software Company (Aina Technologies Inc.), incorporated under the laws of the United States, with its principal office at 15566 NE 22nd Pl, Bellevue, WA, 98007 (“AIMIRR”, “we”, “us”, or “our”).

By subscribing to or using the AIMIRR services, you (“Customer”, “you”, or “your”) agree to be legally bound by the terms below.

1. Subscription License

1.1 Grant of License
Subject to the terms of this Agreement, AIMIRR grants you a non-exclusive, non-transferable, and limited license to access and use its software services during the subscription term, solely for your internal business or operational use.

1.2 Restrictions
You may not sublicense, sell, assign, distribute, or otherwise transfer the software services to any third party without prior written consent from AIMIRR. All use must comply with the terms of this Agreement and any applicable non-disclosure obligations.

2. Fees and Payment

2.1 Fees
You agree to pay the subscription fees and any applicable setup or customization fees as outlined in your order form or billing agreement. All fees are non-refundable unless otherwise specified in this Agreement.

2.2 Payment Terms
Payment schedules and accepted payment methods will be set forth in your invoice or subscription terms. Failure to make timely payments may result in suspension or termination of service.

3. Service Limitations

3.1 Usage Limits
Your use of the services may be subject to usage limitations (e.g., number of scans, users, or API calls), as outlined in your plan or pricing agreement.

3.2 Excess Usage
If you exceed your usage limits, AIMIRR reserves the right to apply additional fees or restrict access until your usage returns to within the permitted limits.

4. Term and Termination

4.1 Term
This Agreement is effective for the duration of your subscription and will automatically renew unless either party provides written notice of non-renewal prior to the end of the current term.

4.2 Minimum Commitment
A minimum subscription commitment may apply and will be defined in your initial agreement or onboarding terms.

4.3 Termination for Breach
Either party may terminate this Agreement with written notice if the other party commits a material breach and fails to cure it within 30 days of receiving notice.

4.4 Effect of Termination
Upon termination, all access to the software services will cease, and you must promptly return or destroy all confidential information belonging to AIMIRR.

5. Confidentiality

5.1 Confidential Information
Each party may receive non-public information from the other that is confidential and proprietary (“Confidential Information”). This includes, but is not limited to, technical data, business plans, and user data.

5.2 Obligations
Each party agrees to protect the other’s Confidential Information using reasonable care and to not disclose it to any third party except as permitted by this Agreement or by law. Confidentiality obligations survive the termination of this Agreement.

6. Intellectual Property

6.1 Ownership
All intellectual property rights in the AIMIRR software, platform, technology, and related content remain the sole property of AIMIRR

6.2 Feedback
AIMIRR may use any feedback or suggestions you provide for any purpose without obligation or compensation.

7. Warranties and Disclaimers

7.1 Limited Warranty
AIMIRR warrants that its software will perform in substantial accordance with the published documentation under normal use.

7.2 Disclaimer
Except for the limited warranty above, the services are provided “as is” without warranties of any kind, express or implied. AIMIRR disclaims all warranties including merchantability, fitness for a particular purpose, and non-infringement.

8. Limitation of Liability

8.1 No Indirect Damages
Neither party shall be liable for any indirect, incidental, special, or consequential damages, including lost profits or data, arising from this Agreement.

8.2 Cap on Liability
AIMIRR’s total liability under this Agreement shall not exceed the total subscription fees paid by you in the twelve (12) months prior to the claim.

9. General Provisions

9.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles.

9.2 Entire Agreement
This Agreement, including any referenced order forms or NDAs, represents the entire agreement between the parties and supersedes all prior or contemporaneous agreements regarding the subject matter.