This legal agreement governs your use of the Ruwaa platform. By using our services, you agree to these terms.
PREAMBLE: This Terms of Service ("Terms") constitutes a legally binding agreement between you, whether personally or on behalf of an entity ("User" or "you"), and Cibeeo Inc. SRL ("Company," "we," "us," or "our"), concerning your access to and use of the Ruwaa AI creative suite, marketplace, and all related services (collectively, the "Service").
"Generated Content" means any and all text, images, video, audio, or other media created by a User through the AI-powered features of the Service.
"Input" means any prompts, instructions, data, or assets (e.g., brand logos, product images) provided by a User to the Service.
"Brand" means a User utilizing the Service to create, manage, and fund promotional campaigns.
"Creator" means a User participating in Campaigns to produce and distribute content in exchange for compensation.
"Campaign" means a project initiated by a Brand on the Service, defining objectives, assets, budget, and requirements for Creators.
"Platform Fee" means the percentage-based service fee deducted by the Company from Campaign Budgets upon successful payment to a Creator.
2.1. Acceptance. By creating an account, accessing, or using the Service, you (a) acknowledge that you have read, understood, and agree to be bound by these Terms; and (b) represent that you are of legal age to form a binding contract with the Company.
2.2. Modifications. We reserve the right, in our sole discretion, to modify or replace these Terms at any time. We will provide at least thirty (30) days' notice before any material changes take effect by sending an email to the address associated with your account or by posting a notice on the Service. Your continued use of the Service after such modifications become effective constitutes your acceptance of the new Terms.
3.1. Company's Intellectual Property. The Service, including its "look and feel," underlying technology, AI models, algorithms, trade names, logos, and our proprietary "AI Personas," are the exclusive property of the Company and its licensors, protected by copyright, trademark, and other laws of Romania and foreign countries. You may not use this proprietary property without our prior written consent.
3.2. User Input. You retain all pre-existing ownership rights to your Input. You grant the Company a worldwide, non-exclusive, royalty-free, sublicensable license to use, host, store, reproduce, modify, and process your Input solely for the purposes of operating, providing, and improving the Service for you.
3.3. Generated Content.
(a) Paid Subscriptions. For Users with an active, fully-paid subscription ("Paid Users"), subject to your full compliance with these Terms, the Company hereby assigns to you all its right, title, and interest in and to the Generated Content you create. You may use such Generated Content for any legal purpose, including commercial purposes.
(b) Free/Trial Tiers. For Users on a free, trial, or non-paid tier, the Company grants you a limited, non-exclusive, non-transferable license to use the Generated Content solely for non-commercial, personal, and evaluation purposes.
3.4. User Responsibility for Content. You are solely responsible for your Input and Generated Content, including ensuring it does not violate any applicable laws or these Terms. The Company does not make any representations or warranties regarding the accuracy or legal status of Generated Content (e.g., its potential to infringe on existing trademarks or copyrights).
4.1. For Brands. You represent and warrant that you own or have all necessary rights and licenses for any brand assets or other Input you provide for a Campaign. You are solely responsible for defining Campaign requirements and for the timely funding of the Campaign Budget. All Campaign descriptions must be accurate and not misleading.
4.2. For Creators. You agree to perform the services described in a Campaign's requirements professionally and in a timely manner. While you are granted creative freedom, the final content must adhere to the Brand's key guidelines. You are responsible for ensuring that your contributions are original or that you have the rights to use them.
4.3. Independent Contractor Relationship. The relationship between Brands and Creators is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. The Company is not a party to the direct agreement between a Brand and a Creator but provides the platform to facilitate their connection and transactions.
5.1. Content Distribution. By using the Service's distribution features, you grant the Company the right and license to publish approved Campaign content to the social media platforms you connect to your account. You remain subject to the terms of service of each respective social media platform.
5.2. Payment Processing. Campaign Budgets are processed via our third-party payment processor. The Company acts as a limited payment collection agent, holding the funds until the Campaign deliverables are confirmed as complete. Upon confirmation, the Company will release the payment to the Creator, less the applicable Platform Fee.
5.3. Payouts and Taxes. Payouts to Creators will be made via the methods offered on the platform. Creators are solely responsible for paying all applicable income, VAT, and other taxes on their earnings. The Company is not responsible for withholding, collecting, or remitting any taxes on your behalf.
You agree not to misuse the Service or assist anyone else in doing so. You shall not, and shall not permit any third party to, directly or indirectly: (a) generate or disseminate content that is illegal, harmful, harassing, defamatory, obscene, or that infringes on privacy; (b) generate content that promotes discrimination, bigotry, political extremism, or violence; (c) generate content that is blasphemous, defamatory to any religion, or culturally insensitive, particularly in regions with specific cultural or religious laws; (d) reverse engineer, decompile, or otherwise attempt to discover the source code or underlying components of our models and systems; (e) use automated means, such as scraping or data mining, to access or collect data from the Service; (f) misrepresent that Generated Content was human-generated.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, OR THAT THE GENERATED CONTENT WILL BE ACCURATE, RELIABLE, OR LAWFUL.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICE. THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SERVICE SHALL NOT EXCEED THE GREATER OF ONE HUNDRED EUROS (€100) OR THE TOTAL AMOUNT OF FEES YOU PAID TO THE COMPANY IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, agents, and employees from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising from or in any way connected with your access to or use of the Service, your Input, your Generated Content, or your violation of these Terms.
10.1. Governing Law. These Terms shall be governed by and construed in accordance with the laws of Romania, without regard to its conflict of law provisions.
10.2. Dispute Resolution.
(a) For Users outside the European Union: Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by binding arbitration in Prahova County, Romania, in English, in accordance with the Arbitration Rules of the International Chamber of Commerce.
(b) For Users within the European Union: The foregoing arbitration provision does not apply. You agree that any legal suit or proceeding shall be instituted exclusively in the competent courts of Prahova County, Romania. This does not deprive you of any mandatory consumer protections under the law of your country of residence. You may also be entitled to refer a matter to the European Online Dispute Resolution platform.
11.1. Controlling Language. These Terms are provided in English. Any translations are for convenience only. In case of any conflict, the English language version shall govern and control.
11.2. Entire Agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and the Company regarding the Service.
11.3. Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect.
11.4. Force Majeure. The Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.
For any questions, legal notices, or concerns regarding these Terms of Service, please contact us at: legal@ruwaa.ai | office@cibeeo.com or by mail to Cibeeo Inc. SRL, Prahova, Romania. | PBU-B22 - Dubai Production City - Dubai - United Arab Emirates