Terms of Service

Introduction

How the Platform Works

1. DEFINITIONS

1. In these Terms, the following capitalised terms have the meanings given below. A defined term may be used in the definition of another defined term.

1. Feedback: any suggestions, comments, ideas, bug reports, or other information provided by you to M-XR in connection with Marso Studio, whether provided directly, through in-app tools, or otherwise.

1. Free User: a User who accesses and uses the Platform without purchasing credits.

1. Model: the AI model(s) proprietary to, and developed by, M-XR and used by the Platform to generate Outputs, including without limitation Image-To-Material ("I2M"), any model marketed or referred to as "Marso AI", and all associated machine learning components, algorithms, architectures, weights, parameters, training data derivatives, and any updates, fine-tuned versions, or successor models, which are and shall at all times remain the sole property of M-XR. The Model remains M-XR's proprietary property whether M-XR runs or hosts it on its own infrastructure or on third-party cloud, compute, or hosting infrastructure. The Model does not include any generative AI model operated by a Third-Party Provider.

1. Generated Content: the subset of Outputs that are generated using a Third-Party Provider (including AI-generated 3D meshes and AI-generated images), as distinct from Outputs generated by the Model.

1. Inputs: the 3D mesh files (such as GLB), base colour UV maps, text prompts, reference images, and any other content uploaded or submitted by you to the Platform for processing or generation.

1. Intellectual Property Rights: all copyright and related rights, patents, trade marks, trade secrets, database rights, design rights, rights in computer software, and all other intellectual property rights (whether registered or unregistered) anywhere in the world, together with all rights to apply for, renew, extend, or revive such rights.

1. Outputs: the PBR material maps, AI-generated 3D meshes, AI-generated images, and any other data or files generated by the Platform from your Inputs, including all Generated Content.

1. Paid User: a User who has purchased credits through the Platform and whose credit balance or paid subscription is active during the relevant period.

1. Payment Terms: the separate Credit Purchase and Payment Terms published by M-XR, as updated from time to time.

1. Platform: the Marso Studio web application made available at marso.app and any associated APIs, tools, and documentation provided by M-XR.

1. Provider Terms: the terms, policies, and acceptable-use requirements of the Third-Party Providers that govern M-XR's and, where applicable, your use of their services, as updated from time to time and as made available by M-XR on request.

1. Third-Party Providers: the third-party providers of generative AI models that M-XR engages to generate certain Outputs (being Generated Content) for features of the Platform, together with their sub-providers, as engaged, changed, added to, or replaced by M-XR from time to time. For the avoidance of doubt, cloud hosting, compute, and infrastructure providers that host or run M-XR's own Model, or that store data, but that do not themselves generate Generated Content, are not Third-Party Providers; they are sub-processors and are addressed in clause 6.5.

1. Usage Limits: the volume and rate caps applicable to your use of the Platform as set out in M-XR's documentation, as updated from time to time.

1. User / You: the individual or entity accessing or using the Platform under these Terms. Where the User is an individual, the User must be an adult in their jurisdiction.

2. ACCESS TO THE PLATFORM

1. Account required. Access to the Platform requires an M-XR account. The creation, security, use, suspension, and termination of your account, and the handling of your personal data, are governed by the M-XR Account Terms and the Privacy Policy, which apply in addition to these Terms.

1. Licence to access. Subject to these Terms, M-XR grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform.

1. Usage Limits. Your use is subject to the Usage Limits. You agree not to circumvent or attempt to circumvent any Usage Limits imposed by M-XR.

1. Suspension. Without limiting the Account Terms, M-XR may suspend or terminate your access to the Platform if you breach these Terms or the Provider Terms, or if M-XR reasonably believes your use of the Platform poses a risk to M-XR, any Third-Party Provider, other users, or third parties.

3. RESTRICTIONS

1. You agree not to:

   1. use the Platform for any unlawful purpose or in any way that violates these Terms or the Provider Terms;

   2. if you are a Free User, use the Outputs for any commercial purpose without M-XR's prior written consent;

   3. use the Outputs, or any part thereof — including PBR maps, material data, generated meshes, generated images, or any files generated by the Platform — to train, fine-tune, develop, or improve any machine learning model, AI system, or similar technology, whether your own or any third party's. This prohibition applies regardless of whether the Outputs are used directly or as part of a larger dataset;

   4. use the Platform or Outputs to develop or assist in developing any software, service, or product that competes with the Platform or M-XR's products;

   5. attempt to access, copy, extract, or reverse engineer the Model, any model operated by a Third-Party Provider, or any component of the Platform;

   6. sell, sublicense, resell, or otherwise commercialise access to the Platform;

   7. upload or submit any Input — including any mesh, texture, image, or text prompt — that infringes the Intellectual Property Rights or other rights (including privacy, publicity, data protection, or likeness rights) of any third party;

   8. exceed the Usage Limits;

   9. remove or obscure any proprietary notices on the Platform or in any Outputs;

   10. use automated means (bots, scrapers, crawlers) to access the Platform except through APIs expressly provided by M-XR;

   11. upload or submit any Input that contains personal data (as defined under UK GDPR) unless you have a lawful basis for doing so and have obtained all necessary consents;

   12. use the Platform, any Inputs, or any Outputs in any manner that breaches the Provider Terms;

   13. use any generative feature of the Platform to create, or attempt to create, any content that: (i) sexualises, exploits, endangers, or otherwise harms minors; (ii) impersonates, or constitutes a deepfake of, any person, or uses any identifiable individual's name, image, voice, or likeness without their consent; (iii) is defamatory, harassing, threatening, discriminatory, or otherwise unlawful; or (iv) infringes the Intellectual Property Rights or other rights of any third party; or

   14. remove, obscure, alter, or attempt to defeat any provenance marking, watermark, label, or metadata embedded in any Output.

1. Reporting. To report any content, Output, or use of the Platform that you believe breaches this clause 3 or clause 4, contact M-XR at support@m-xr.com. M-XR may investigate any report and take appropriate action, including removing or disabling access to content and suspending or terminating accounts in accordance with clause 9.

4. THIRD-PARTY PROVIDERS AND GENERATED CONTENT

1. Use of Third-Party Providers. Certain features of the Platform generate Outputs using Third-Party Providers. By using any such feature, you acknowledge and agree that your Inputs will be transmitted to, and processed by, the relevant Third-Party Provider (and may be transmitted onward to its own sub-providers), and that such processing, and your use of the resulting Generated Content, are additionally governed by the Provider Terms.

1. Availability and changes. The Third-Party Providers are independent third parties and are outside M-XR's control. M-XR may engage, change, add, suspend, replace, or discontinue any Third-Party Provider, or any feature that relies on one, at any time, including where required by a change in the Provider Terms. M-XR does not warrant the continued availability of any Third-Party Provider or any feature powered by one.

1. Rights in Generated Content. Subject to clause 3, to your account tier, and to the maximum extent of the rights M-XR is able to pass through to you under the Provider Terms, M-XR grants and/or assigns to you such rights as it holds in the Generated Content produced from your Inputs, for the same use purposes as apply to your other Outputs under clause 5. You acknowledge that M-XR can grant you no greater rights in Generated Content than the relevant Third-Party Provider grants to M-XR, and that your use of Generated Content must at all times comply with the Provider Terms.

1. No responsibility for third-party outputs. Generated Content is produced by AI models operated by Third-Party Providers and not by M-XR. M-XR does not control, review, endorse, or accept responsibility or liability for any Generated Content or other output produced by a Third-Party Provider, including its content, accuracy, legality, originality, or fitness for any purpose. None of M-XR or the Third-Party Providers represents or warrants that any Generated Content will be original, accurate, fit for any particular purpose, or free from infringement of any third party's rights, and the same or similar Generated Content may be produced for other users. You use Generated Content entirely at your own risk and are solely responsible for reviewing, validating, and clearing it before use.

1. AI provenance markings. You acknowledge that some Generated Content may contain embedded markings, watermarks, or metadata indicating that it was generated using AI. These are a characteristic of the relevant Third-Party Provider's model and may not be removable without degrading the Output. You must not attempt to remove, obscure, or defeat any such marking, and you acknowledge that doing so may breach the Provider Terms.

1. Acceptable use. You agree to comply with the applicable Provider Terms (including any acceptable-use requirements) when using any feature powered by a Third-Party Provider, as if those terms applied directly to you. The restrictions in clause 3 apply in addition to, and not in place of, the Provider Terms. M-XR makes the identity of the current Third-Party Providers, together with the applicable Provider Terms and acceptable-use policies (or links to them), available on request (see clause 6.5).

1. Your responsibility. You are responsible for your, and any of your users', compliance with this clause 4 and the Provider Terms. The indemnity in clause 5.7 applies to any breach of this clause 4 or of the Provider Terms.

5. INTELLECTUAL PROPERTY

1. Platform and Model ownership. M-XR owns all Intellectual Property Rights in the Platform and the Model. Nothing in these Terms transfers or grants you any ownership or interest in the Platform, the Model, or any model operated by a Third-Party Provider. For the avoidance of doubt, no rights in the Model are transferred to you under any circumstances whatsoever.

1. Your Inputs. You retain all Intellectual Property Rights in your Inputs. M-XR does not claim ownership of your Inputs.

1. Outputs — Paid Users. If you are a Paid User, then subject to clauses 3.1.3, 3.1.4, 4.3 (rights in Generated Content), and 4.5 (provenance markings), you own the Outputs generated from your Inputs by the Model and may use them for commercial and non-commercial purposes. Rights in Generated Content are as set out in clause 4.3. Commercial use rights are subject to the Payment Terms.

1. Outputs — Free Users. If you are a Free User, then subject to clauses 3.1.2, 3.1.3, 3.1.4, 4.3, and 4.5, you own the Outputs generated from your Inputs by the Model but may only use them for non-commercial, personal, or internal evaluation purposes unless M-XR provides prior written consent for commercial use. Rights in Generated Content are as set out in clause 4.3.

1. Training licence. You grant M-XR a non-exclusive, royalty-free, worldwide, perpetual, irrevocable licence to use Inputs, Outputs, and any intermediary data generated by the Platform in the course of producing your Outputs for the purposes of training, improving, and developing the Model and the Platform, including machine learning and model training. This licence applies to all Users regardless of account tier and relates to M-XR's proprietary Model and Platform; it does not purport to grant any rights in respect of any model operated by a Third-Party Provider. Any processing of Inputs or Outputs by a Third-Party Provider is governed by the Provider Terms. For the avoidance of doubt, this licence does not permit M-XR to incorporate your Outputs directly into any product or service offered to third parties in a form that identifies them as originating from you.

1. Feedback licence. You grant M-XR a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, sublicensable, and transferable licence to use, reproduce, modify, and commercialise any Feedback you provide for any purpose, without restriction or compensation to you.

1. User indemnity. You shall indemnify, defend, and hold harmless M-XR and its officers, employees, and contractors from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

   1. any allegation that your Inputs (including any mesh, texture, image, or text prompt) infringe the Intellectual Property Rights or other rights of any third party;

   2. your use of any Output or Generated Content;

   3. your breach of clause 3, clause 4, or the Provider Terms; or

   4. your breach of any other representation, warranty, or obligation under these Terms.

1. Responsibility for rights and clearances. You acknowledge that the Platform is not a licensed tool for processing commercially sensitive or third-party-owned assets without appropriate clearance. Before submitting any asset or prompt, you are solely responsible for obtaining all necessary rights, licences, and approvals from your own legal counsel or rights holders. M-XR does not review Inputs for IP compliance and accepts no liability in connection with the ownership or provenance of any asset or prompt you submit.

1. No AI output uniqueness guarantee. Due to the nature of AI-generated content, Outputs (including Generated Content) may be similar to outputs generated for other users. M-XR does not guarantee the uniqueness or exclusivity of any Output.

6. DATA PROTECTION AND PRIVACY

1. M-XR will process any personal data provided by you in connection with your use of the Platform in accordance with its Privacy Policy, available at marso.app, and in compliance with the UK General Data Protection Regulation ("UK GDPR") and the Data Protection Act 2018.

1. To the extent that M-XR processes personal data on your behalf (as a data processor), the parties shall enter into a Data Processing Addendum, the terms of which are available on request and shall be incorporated into these Terms by reference.

1. M-XR processes the following categories of data in connection with the Platform:

   1. account data (name, email address, organisation details) for the purposes of account administration and service delivery;

   2. technical data (mesh geometry, base colour UV maps, text prompts, reference images, and other Inputs) submitted for the purposes of generating Outputs, which (for features powered by Third-Party Providers) is transmitted to and processed by the relevant Third-Party Providers; and

   3. usage data (logs, timestamps, generation metadata) for the purposes of platform operation, security, and model improvement.

1. International transfers. Inputs and Outputs are processed on M-XR's cloud infrastructure and, for features powered by Third-Party Providers, on the infrastructure of those providers, which may be located outside the United Kingdom and the European Economic Area (including in the United States). Where personal data is transferred outside the UK or EEA, M-XR relies on appropriate safeguards in accordance with UK GDPR, including the UK International Data Transfer Agreement or Addendum, Standard Contractual Clauses, or an adequacy decision, as applicable.

1. Sub-processors. M-XR uses third-party sub-processors in connection with the Platform, including cloud hosting and infrastructure providers and the Third-Party Providers used for generative-AI processing and storage. A current list of sub-processors is available via M-XR's Privacy Policy. The applicable Provider Terms and acceptable-use policies (or links to them) are available on request.

1. M-XR retains Inputs and Outputs for as long as is necessary for the purposes set out in these Terms and the Privacy Policy, after which they will be securely deleted. Inputs and Outputs processed by a Third-Party Provider may additionally be cached or retained by that provider for a limited period in accordance with the Provider Terms. You may request deletion of your data at any time by contacting M-XR.

1. You are responsible for ensuring that any Inputs you upload or submit do not contain personal data unless you have a lawful basis for processing such data and have fulfilled all applicable data protection obligations, including providing any required privacy notices and obtaining any necessary consents.

1. You have the right to request access to, rectification of, erasure of, restriction of processing of, and portability of your personal data, and to object to processing, in accordance with UK GDPR. To exercise any of these rights, contact M-XR at the address set out in clause 11.

7. CONFIDENTIALITY

1. Each party agrees to keep confidential all non-public information received from the other party in connection with these Terms ("Confidential Information"), and not to disclose it to any third party without the disclosing party's prior written consent, except to personnel who need to know it for the purposes of these Terms.

1. Confidentiality obligations do not apply to information that:

   1. is or becomes publicly available other than through breach of these Terms;

   2. was already known to the receiving party at the time of disclosure; or

   3. is required to be disclosed by law or regulation.

8. DISCLAIMERS AND LIMITATION OF LIABILITY

1. The Platform is provided "as is" and "as available". To the maximum extent permitted by applicable law, M-XR disclaims all warranties, express or implied, including those of merchantability, fitness for a particular purpose, accuracy, and non-infringement. M-XR does not warrant that the Platform will be uninterrupted, error-free, or that any Outputs will meet your requirements.

1. You acknowledge that, due to the nature of AI technology, Outputs (including Generated Content) may be inaccurate, incomplete, or may not be suitable for your intended purpose. You are solely responsible for reviewing and validating all Outputs before use.

1. To the maximum extent permitted by applicable law, M-XR shall have no liability whatsoever to you for any and all claims, losses, damages, costs, or expenses arising out of or in connection with these Terms, your use of the Platform, or any Outputs generated by the Platform. You use the Platform and any Outputs entirely at your own risk.

1. Third-Party Providers. The Platform relies on Third-Party Providers. To the maximum extent permitted by applicable law, M-XR is not responsible or liable for the availability, performance, accuracy, security, or output (including any Generated Content) of any Third-Party Provider, or for any act or omission of any Third-Party Provider.

1. To the maximum extent permitted by applicable law, M-XR shall not be liable for any indirect, incidental, special, or consequential loss or damage, including loss of data, loss of profits, loss of business, or loss of goodwill, however caused.

1. Nothing in these Terms excludes or limits liability for:

   1. death or personal injury caused by negligence;

   2. fraud or fraudulent misrepresentation; or

   3. any matter in respect of which it would be unlawful to exclude or restrict liability.

1. You are solely responsible for maintaining backups of your Inputs and any Outputs you wish to retain. M-XR accepts no liability for any loss or corruption of data.

9. TERM AND TERMINATION

1. These Terms commence on the date you are granted access to the Platform and continue until terminated in accordance with this clause 9.

1. Either party may terminate these Terms at any time on written notice (including by email) to the other party.

1. M-XR may suspend or terminate your access to the Platform immediately and without notice if you breach any provision of these Terms or the Provider Terms, or if required to do so by law or by a Third-Party Provider.

1. On termination:

   1. your right to access the Platform ceases immediately;

   2. any credits in your account are forfeited in accordance with the Payment Terms;

   3. you must delete any copies of M-XR's Confidential Information in your possession; and

   4. clauses 1, 3, 4, 5, 6, 7, 8, and 10 shall survive.

1. Termination does not affect any rights or liabilities that have accrued prior to the date of termination.

10. GENERAL

1. Entire agreement. These Terms (together with the M-XR Account Terms, the Payment Terms, the Privacy Policy, and any Data Processing Addendum) constitute the entire agreement between the parties regarding your use of the Platform and supersede all prior representations, arrangements, or understandings relating to the same. These Terms may be superseded by a separate written agreement executed between M-XR and the User, which shall take precedence in the event of any conflict.

1. Third-party terms. Your use of any feature powered by a Third-Party Provider is additionally subject to the applicable Provider Terms. In the event of a conflict between these Terms and a Provider Term that M-XR is required to flow down to you, the flowed-down Provider Term shall prevail to the minimum extent necessary in respect of the relevant Third-Party Provider feature.

1. Changes to Terms. M-XR may update these Terms at any time by posting the revised version on the Platform. Where a change is material or disadvantageous to you, M-XR will use reasonable efforts to notify you (by email or in-app notification) at least five (5) days before the change takes effect. Your continued use of the Platform following the effective date of any updated Terms constitutes your acceptance of those changes. If you do not agree to the updated Terms, you must stop using the Platform.

1. Assignment. You may not assign or transfer any rights or obligations under these Terms without M-XR's prior written consent. M-XR may assign or transfer its rights and obligations on reasonable notice to you.

1. Severability. If any provision of these Terms is found to be unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

1. Waiver. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.

1. No partnership. Nothing in these Terms creates a partnership, agency, joint venture, or employment relationship between the parties.

1. Third party rights. No person other than the parties to these Terms shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

1. Force majeure. M-XR shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, government action, labour disputes, power failures, internet disruptions, third-party service or model outages, or pandemic.

1. Governing law. These Terms and any non-contractual obligations arising from them are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

11. CONTACT

1. For any questions regarding these Terms, to exercise your data protection rights, or to report any issues with the Platform, please contact:
   M-XR Limited
   Mare Street Studios, London E8 3JY
   Email: support@m-xr.com
   marso.app | m-xr.com

AGREED