> For the complete documentation index, see [llms.txt](https://lupaai.gitbook.io/documentation/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://lupaai.gitbook.io/documentation/legal/terms-and-conditions.md). # Terms and Conditions **Last updated:** 18 August 2026 *** ### 1. Provider identification In compliance with Article 10 of Spanish Law 34/2002 on Information Society Services and Electronic Commerce: * **Company:** LUPA SOFTWARE, S.L. * **Tax Number (NIF):** B22790133 * **Registered office:** Avinguda Cerdanyola 92, office 31, 08173 Sant Cugat del Vallès, Barcelona, Spain * **Registry details:** Commercial Registry of Barcelona, Volume \[VOLUME], Folio \[FOLIO], Sheet \[SHEET] * **Website:** * **Contact:** The address is the single channel for general enquiries, legal matters, billing, data protection, complaints and notifications of allegedly illegal content. *** ### 2. Purpose and scope **2.1.** These Terms and Conditions (the "Terms") govern access to, purchase of and use of the LUPA platform, available at and its subdomains, as well as its API and associated applications (the "Platform" or the "Service"). **2.2.** LUPA provides a software-as-a-service offering that integrates generative artificial intelligence models for the creation, editing, upscaling and animation of images and video, together with ancillary functionality for organising, storing and sharing such content. **2.3.** The following documents form an integral part of the contract: Schedule I (Credits and Plans), Schedule II (Acceptable Use Policy), the Privacy Policy, the Cookies Policy, the Data Processing Agreement applicable to Business Users, and the specific terms of any complementary programme the User signs up to. **2.4.** In the event of conflict, the following order of precedence applies: (i) any specific agreement signed between the parties; (ii) the Data Processing Agreement; (iii) these Terms; (iv) the remaining schedules and policies. **2.5.** Users are advised to read these Terms carefully before purchasing. The User may print or download them at any time. *** ### 3. Definitions * **Account:** an individual registration linked to a verified email address. * **Consumer User:** a User who is a natural person acting for purposes outside their trade, business, craft or profession, as defined in Article 3 of Spanish Royal Legislative Decree 1/2007 (the "Consumer Protection Act"). * **Business User:** any User who is not a Consumer User, including legal entities, self-employed professionals and any person contracting in the course of a business or professional activity. * **Credits:** the internal computing unit that allows the User to run operations on the Platform, as set out in Schedule I. * **Input Content:** any image, video, text, prompt, file or data that the User uploads, enters or transmits to the Platform. * **Output:** the file or content generated, edited or transformed by the Platform from Input Content or from the User's instructions. * **Plan:** the subscription or purchase option selected by the User. As at the last update of these Terms, LUPA offers a free plan and the Try, Pro, Premium, Business and Creator Plans, whose current conditions are published at . * **User:** any natural or legal person who registers for or uses the Platform. * **User Area:** the authenticated environment from which the User manages their Account, Plan, billing and content. *** ### 4. Registration and Account **4.1. Minimum age.** Registration is restricted to persons aged eighteen (18) or over with full legal capacity. LUPA does not direct the Service at minors and may suspend or cancel, without notice and without any right to compensation, any Account in respect of which there are reasonable indications that it is held by a minor. **4.2. Accuracy of information.** The User warrants the truthfulness, accuracy and currency of the information provided, in particular tax and billing details, and undertakes to keep it updated via the User Area. Any omission, inaccuracy or failure to update such information releases LUPA from all liability and entitles LUPA to suspend the Service. Any person registering on behalf of a legal entity represents and warrants that they hold sufficient authority to do so; LUPA may request supporting documentation at any time. **4.3. Single Account.** Unless expressly authorised in writing by LUPA, each User may hold one Account only. The creation of multiple or duplicate Accounts, or the use of alternative identities, temporary email addresses or different payment methods, is expressly prohibited where the purpose is to: a) repeatedly access the free plan, trials, welcome credits, promotions or coupons; b) circumvent usage limits, suspensions, blocks or previous contract terminations; c) obtain affiliate commissions through self-referrals. **4.4. Consequences.** Breach of Clause 4.3 constitutes a material breach and entitles LUPA to cancel all linked Accounts, void any unused Credits without refund, void any affiliate commissions accrued, and claim the market value of the Services improperly obtained. **4.5. Credentials.** The User is solely responsible for safeguarding their credentials and for all activity carried out through their Account. Sharing credentials between individuals is prohibited except on Plans that expressly provide for additional seats. The User must notify LUPA immediately of any suspected unauthorised access. *** ### 5. Nature of the Service and contractual classification **5.1.** The parties expressly acknowledge that the purchase of any Plan or Credit pack constitutes, for the purposes of Article 103(m) of the Consumer Protection Act and Article 16(m) of Directive 2011/83/EU, a **supply of digital content not delivered on a tangible medium**, performed by making Credits and the Platform's generative functionality immediately available. **5.2.** The User acknowledges that the principal economic value of the contract lies in making available and consuming artificial intelligence computing capacity, the cost of which is incurred by LUPA at the moment of execution and is irreversible and unrecoverable. *** ### 6. Plans, Credits and purchase **6.1.** The options, features, usage limits and Credit allocation of each Plan are those published at at the time of purchase, as further detailed in Schedule I. **6.2. Formation of the contract.** Purchases are made entirely by electronic means through the website. The contract is formed upon full confirmation of payment. LUPA will send confirmation on a durable medium in accordance with Article 98.7 of the Consumer Protection Act and will make the Service available in the User Area. Ticking the relevant boxes and completing the online purchase process constitutes express acceptance of these Terms, with the same validity as a handwritten signature. **6.3. Nature of Credits.** Credits are an internal accounting unit for measuring consumption. They do not constitute electronic money, a means of payment, a negotiable instrument or a monetary claim, and their use is confined to the closed network of the Platform. Credits are not convertible into cash, refundable, transferable, assignable, exchangeable or resellable to third parties; they bear no interest; and they expire in accordance with Schedule I. **6.4. Consumption.** Credits are consumed at the moment a generative operation is launched, regardless of whether the User considers the Output satisfactory, suitable, aesthetically pleasing or useful. Dissatisfaction with an Output does not give rise to any right to have Credits returned or to a refund. **6.5. Technical failures.** If an operation fails for technical reasons attributable to LUPA and no Output is delivered, LUPA will reissue the Credits consumed. **This reissue constitutes the User's sole and exclusive remedy**, with no right to a monetary refund or to any additional compensation. *** ### 7. Prices, taxes, invoicing and changes **7.1.** The prices in force and published at the time of purchase shall apply. **7.2. Taxes.** For Consumer Users, prices are shown inclusive of tax, applying the VAT rate of the User's Member State of residence in accordance with the place-of-supply rules for electronically supplied services. For Business Users established in the European Union outside Spain who provide a VAT number validated in VIES, the reverse charge mechanism applies. The User is solely responsible for the accuracy of their tax details; the provision of incorrect details entitles LUPA to pass on any tax due together with the corresponding surcharges. **7.3. Payment gateway.** Payments are processed through external payment service providers, currently Stripe, subject to their own terms and conditions. LUPA does not access or store full card details and shall not be liable for any improper or fraudulent use of the User's payment methods by third parties. **7.4. Recurring payment authorisation.** The User expressly authorises LUPA to charge to the registered payment method the amounts corresponding to each renewal period, to any Credit packs purchased, and to any sums owed under Clause 9. **7.5. Declined payments.** In the event of a declined, failed or partial payment, LUPA may retry the charge for a maximum of fifteen (15) calendar days and may suspend access to paid functionality until the position is regularised, with no right to compensation or to an extension of the period purchased. **7.6. Electronic invoicing.** Invoices are issued electronically and made available to the User in the User Area. The User expressly accepts electronic invoicing in accordance with Spanish Royal Decree 1619/2012. **7.7. Changes to Plan prices.** LUPA will give thirty (30) calendar days' notice of any change to the price of a Plan affecting a renewal, by email to the address linked to the Account. The User may cancel their subscription before the effective date without penalty; continued use of the Service shall constitute acceptance. No change shall affect periods already invoiced and paid. **7.8. Changes to the Credit cost of operations.** LUPA reserves the right to determine, at its sole discretion and without prior notice, the Credit consumption applicable to any tool, model or feature, and to modify it at any time. Such adjustments may apply to all Users or only to certain Plans. **The only binding Credit cost is the one in force at the time of use**, which is displayed in the interface before each operation is executed; the values applicable or displayed at the time the Plan was purchased are subject to change. It is the User's responsibility to check the applicable cost before using each feature. *** ### 8. Term, cancellation, withdrawal and refunds **8.1. Automatic renewal.** Plans run for the term stated during the purchase process and renew automatically for successive periods of equal length, using the same payment method, unless cancelled. The User acknowledges and accepts the recurring nature of the charge, together with its amount and frequency, as communicated during the purchase process and available at all times in the User Area. **8.2. Cancellation by the User.** The User may cancel their subscription at any time directly from the User Area, without needing to give reasons or any additional notice, through a process no more burdensome than the purchase process. Cancellation takes effect **at the end of the current billing period**, and the User retains full access to their Plan until that date. Early cancellation does not give rise to any right to a pro-rata refund or to any compensation for the unused portion of the period, since the Service has been made fully available to the User throughout that period. At the end of the period, the Account will automatically move to the free plan and Credits will expire in accordance with Schedule I. **8.3. No right of withdrawal.** Since the subject matter of the contract is the supply of digital content not delivered on a tangible medium, performance of which begins immediately by making Credits and the Plan's functionality available, **no right of withdrawal applies**, in accordance with Article 103(m) of the Consumer Protection Act and Article 16(m) of Directive 2011/83/EU. By completing the purchase process for any Plan or Credit pack, **the User shall be deemed to have read and accepted this Clause without reservation**, expressly requesting that performance begin immediately within the withdrawal period and acknowledging that, as a result, **the right of withdrawal is lost**. LUPA will send confirmation of the contract on a durable medium reproducing this point. Performance shall be deemed to have begun at the earliest of the following moments: the crediting of Credits to the Account, the unlocking of any feature exclusive to the Plan, or the first generative operation carried out after purchase. Free access to the Platform and welcome credits impose no payment obligation and therefore do not give rise to any right of withdrawal. The foregoing is without prejudice to the mandatory statutory guarantees applicable to Consumer Users under Clause 15, and unless LUPA indicates otherwise, in which case the conditions established by LUPA shall apply. **8.4. Business Users.** Business Users have no right of withdrawal, as the Consumer Protection Act does not apply to them. **All amounts paid by Business Users are final, definitive and non-refundable.** **8.5. Refund policy.** **LUPA does not grant refunds**, whether full or partial, on any grounds, including without limitation: non-use of the Service; failure to cancel before renewal; dissatisfaction with the aesthetic or technical quality of Outputs; a change in the User's requirements; incompatibility with the User's workflow; or suspension of the Account for breach. LUPA may grant partial refunds or goodwill credits at its sole discretion, **without this creating any precedent, any entitlement or any admission of liability**. *** ### 9. Suspension, termination and recovery of sums owed **9.1. Termination for breach.** LUPA may suspend or terminate the contract with immediate effect, without notice and **without any right to a refund**, in the event of breach of these Terms or of Schedule II, non-payment, fraudulent use, unauthorised access, circumvention of technical limits or safety filters, or any activity that compromises the security, integrity, legality or reputation of the Platform or of its suppliers. **9.2. Termination without cause.** LUPA may terminate the contract without cause and with immediate effect, in which case it will refund the proportionate part of the amount paid corresponding to the unused period, together with the purchase value of any unused one-off Credits. This refund shall not apply where termination arises under Clause 9.1. **9.3. Effects of termination.** On termination for any reason, access to the Platform will cease immediately, any unused Credits will expire without refund, the User must cease using the Service, and Clauses 9, 10, 11, 12, 15, 16, 17 and 21 shall survive. **9.4. User content following termination.** The User may request a copy of the Input Content and Outputs associated with their Account by writing to within **fifteen (15) calendar days** of termination. Once that period has elapsed without a request, LUPA may permanently delete such content with no liability and no obligation of retention. LUPA will not provide copies of content that breaches Schedule II, nor of content whose retention or disclosure to the competent authorities is required by law. **9.5. Obligation to make contact before raising a payment dispute.** As a condition of exercising its rights in good faith, the User undertakes to raise any discrepancy relating to a charge with , allowing LUPA a period of **seven (7) business days** to resolve it. LUPA undertakes to respond to any such complaint within that period. **9.6. Classification of chargebacks.** Initiating a payment dispute, chargeback or claim with the issuing bank without first exhausting the procedure in Clause 9.5, in respect of Services actually made available to the User, constitutes a **breach of contract** and, where applicable, unjust enrichment for the purposes of Articles 1895 et seq. of the Spanish Civil Code. **9.7. Immediate consequences.** From notification of the dispute by the payment service provider, LUPA may, without notice: suspend access to the Account and to all Accounts linked to the same User, payment method, device or IP address; void all unused Credits without refund; void any affiliate commissions pending settlement; and permanently deny the User future access to the Platform. **9.8. Right to recover sums owed.** Irrespective of the outcome of the dispute, LUPA shall be entitled to claim the following amounts from the User, which are not in the nature of a contractual penalty but represent compensation for loss actually suffered: a) the value of the Credits actually consumed up to the date of the dispute, valued at the current published unit rate of the Plan purchased, by application of the prohibition of unjust enrichment; b) the fees, penalties and costs actually passed on to LUPA by the payment service provider as a result of the dispute, evidenced by documentation and limited to the amount actually borne; c) in respect of Business Users only, and in accordance with Articles 7 and 8 of Spanish Law 3/2004 of 29 December on combating late payment in commercial transactions: late payment interest at the applicable statutory rate, being the European Central Bank rate for its main refinancing operations plus eight percentage points, accruing automatically from the due date and without the need for demand; a fixed sum of **forty euros (€40)** in recovery costs; and any additional duly evidenced recovery costs exceeding that sum, including debt collection agency, solicitor and court agent fees; d) in the event of court proceedings, legal costs in accordance with the Spanish Civil Procedure Act. **9.9. Direct charging and set-off.** The amounts accruing under Clause 9.8 are liquidated, due and payable from the moment they accrue, **without the need for any claim, demand, formal notice or further authorisation from the User**. To that end, the User expressly authorises LUPA, for as long as any debt remains outstanding, to: a) charge the amount owed directly to any payment method registered or associated with their Account, in one or more charges, as a transaction separate and distinct from the disputed transaction; b) set off the amount owed against any balance, credit, affiliate commission or sum payable to the User on any basis, LUPA being entitled to withhold such sums and apply them to the debt; c) apply any future payment by the User to settlement of the outstanding debt in priority to any other item. LUPA will issue an invoice for the amounts charged or set off and will make it available to the User in the User Area, notifying the email address linked to the Account at the same time. Where direct charging is not possible, the amount must be paid by bank transfer within **fifteen (15) calendar days**. **9.10. Assignment of the debt and credit reference agencies.** LUPA may assign the debt to third parties for collection. In addition, provided the requirements of Article 20 of Spanish Organic Law 3/2018 on Data Protection are met — namely that the debt is certain, due and payable, that prior demand for payment has been made, and that thirty (30) days have elapsed without settlement — LUPA may report the User's details to credit reference systems. **9.11. Reinstatement.** LUPA is under no obligation to reinstate Accounts suspended under this Clause. Where it does so at its discretion, it will require prior payment in full of all sums owed. **9.12. Ordinary non-payment.** Failure to pay any sum due entitles LUPA to suspend the Service, terminate the contract and claim the sums owed together with the interest and costs set out in Clause 9.8, without this giving rise to any right to compensation in the User's favour. *** ### 10. Licence to use and restrictions **10.1.** LUPA grants the User a **limited, revocable, non-exclusive, non-sublicensable and non-transferable licence** to access and use the Platform for the term of the Plan purchased and solely in accordance with these Terms. **10.2.** Purchasing the Service does not assign or transfer any intellectual or industrial property right in the Platform, its software, source code, architecture, models, weights, system prompts, interfaces, databases, designs, trade marks, trade names, logos or other distinctive signs, all of which are the exclusive property of LUPA or, where applicable, of its lawful licensors. **10.3. Restrictions.** The following are expressly prohibited: a) decompiling, disassembling, reverse engineering or attempting to extract the source code, model weights, system prompts or architecture of the Platform; b) accessing the Platform by means of scrapers, bots, spiders or unauthorised scripts, or circumventing technical limits, quotas or usage control mechanisms; c) reselling, sublicensing, renting, redistributing or integrating the Platform or its API into a third-party product or service without LUPA's express written licence; d) **using Outputs, Input Content or any data obtained from the Platform to train, fine-tune, distil or evaluate competing artificial intelligence models**; e) carrying out benchmarking, performance audits or evaluative publications concerning the Platform for competitive purposes without LUPA's prior written authorisation; f) removing, altering or obscuring proprietary notices, watermarks, provenance metadata or technical markings identifying AI-generated content; g) taking any action that degrades the performance, availability or security of the Platform or of its suppliers' infrastructure. **10.4. Fair use.** Plans described as unlimited or high-volume are subject to fair use policies. LUPA may apply rate limits, priority queuing, concurrency limits or temporary suspension where individual usage manifestly exceeds the average pattern for the relevant Plan category. *** ### 11. User content and Outputs **11.1. Ownership.** The User retains ownership of their Input Content. **11.2. User warranties.** The User represents and warrants that, in respect of all Input Content: a) they hold ownership of, or a sufficient licence to, all necessary intellectual and industrial property rights; b) where the content includes the image, voice or biometric data of identifiable natural persons, they hold the **express, informed and documented consent** of those persons in accordance with Article 9 of Regulation (EU) 2016/679 and Spanish Organic Law 1/1982, together with any authorisations required for the intended use; c) the content does not infringe third-party rights or any applicable law; d) the content does not fall within any of the prohibitions in Schedule II. **11.3. Operational licence to LUPA.** The User grants LUPA a worldwide, non-exclusive, royalty-free licence, with the right to sublicense to necessary technology providers, to host, store, reproduce, transform, transmit and process Input Content and Outputs **for the sole purpose of providing the Service, ensuring its security and complying with legal obligations**. This licence terminates upon deletion of the content, save in respect of backups and to the extent any legal retention obligation subsists. **11.4. Model improvement.** LUPA **does not use** the Input Content or Outputs of Users on the Premium, Business or Creator Plans to train, fine-tune or improve artificial intelligence models. In respect of Users on the free plan and on the Try and Pro Plans, LUPA may use such content for that purpose on the basis of its legitimate interest; the User may object at any time from their Account settings or by writing to . Content including special categories of data identified as such will not be used in any event. **11.5. Assignment of Outputs.** Subject to full payment of all sums due and to compliance with these Terms, LUPA assigns to the User, to the fullest extent permitted by law, all rights it may hold in the Outputs, on a worldwide and perpetual basis and for any purpose, including commercial purposes. **11.6. No exclusivity.** The User acknowledges that generative artificial intelligence systems are probabilistic in nature and that **identical or substantially similar Outputs may be generated by other Users**. LUPA grants no exclusivity or uniqueness in respect of Outputs. **11.7. No guarantee of legal protection.** The User acknowledges and accepts that, under Article 5 of Spanish Royal Legislative Decree 1/1996 approving the consolidated Intellectual Property Act, authorship vests in the natural person who creates the work. **LUPA does not guarantee that Outputs generated predominantly by automated means are capable of copyright protection**, nor that the User may assert them against third parties. Assessing protectability and the suitability of an Output for its intended use is the User's exclusive responsibility. **11.8. No guarantee of non-infringement.** LUPA does not guarantee that Outputs will not coincide with pre-existing works, trade marks, designs or signs, nor that their use will not infringe third-party rights. **Verification prior to any use, and in particular prior to any commercial or advertising use, is the User's exclusive responsibility**, and the User assumes all consequences arising from such use. **11.9. Free plan.** Outputs generated on the free plan are intended for personal and evaluation use, are delivered watermarked and **may not be used commercially**. Commercial use of Outputs requires a current paid Plan. *** ### 12. Artificial intelligence: transparency and limitations **12.1. Provider status.** LUPA integrates both its own and third-party artificial intelligence models into the Platform. By placing them on the market under its own brand, LUPA assumes the status of **provider** for the purposes of Articles 25 and 50 of Regulation (EU) 2024/1689 (the AI Act). **12.2. Marking of synthetic content.** LUPA embeds machine-readable provenance markings in Outputs, by means of provenance metadata or watermarking, to the extent technically feasible and in line with the state of the art. **The User undertakes not to remove, alter or obscure such markings.** Removal of the markings by the User or by third-party tools the User employs is the User's exclusive responsibility. **12.3. The User's obligations as deployer.** Where the User uses the Platform in the course of a professional activity, the User assumes the status of **deployer** under Article 50(4) of Regulation (EU) 2024/1689 and undertakes to **disclose clearly and distinguishably that the content has been artificially generated or manipulated** where it generates or disseminates deepfakes or text published for the purpose of informing the public on matters of public interest. **LUPA accepts no liability for the User's failure to comply with these obligations.** **12.4. Indicative nature of Outputs.** Recommendations, classifications and Outputs generated by artificial intelligence are probabilistic in nature and serve to support the User's decision-making. They do not constitute professional advice of any kind, whether architectural, technical, structural, planning, real estate, legal or financial, nor any guarantee of result. Visualisations generated through the Platform are purely illustrative and **may not be used as technical documentation, as construction plans or as a faithful representation of a real property**. **12.5. Real estate use.** Where the User uses Outputs in property listings or marketing materials, the User undertakes to state visibly that the material is a virtual recreation generated by artificial intelligence and not to mislead as to the actual condition of the property, assuming full responsibility under advertising and unfair competition law. **12.6. Governance.** LUPA applies internal policies on technical validation, version control, performance metrics logging and bias mitigation, reviewed periodically in line with regulatory developments and the guidance of the competent authorities. *** ### 13. Acceptable use and moderation **13.1.** The User undertakes to comply in full with the Acceptable Use Policy set out in Schedule II. **13.2. Moderation.** LUPA reserves the right, without any general monitoring obligation, to review, filter, block or remove any Input Content or Output that breaches Schedule II, the law or these Terms, using automated systems or human review. **13.3. Notification of illegal content.** Any person may notify the presence of allegedly illegal content hosted on the Platform via , in accordance with Article 16 of Regulation (EU) 2022/2065 (the Digital Services Act). LUPA will acknowledge receipt and handle the notification in a diligent, non-arbitrary and objective manner, informing the notifier of its decision. **13.4. Cooperation with authorities.** LUPA will cooperate with the competent authorities and may retain and disclose such information as is necessary where there is a legal requirement or evidence of a criminal offence. *** ### 14. Availability and evolution of the Service **14.1.** LUPA provides the Service on a best-efforts basis and **does not guarantee continuous, uninterrupted or error-free availability** of the Platform, although it will take reasonable measures to maintain its stability and proper functioning. **14.2.** LUPA shall not be liable for interruptions arising from scheduled or emergency maintenance, updates, failures of communications networks, hosting providers or third-party artificial intelligence model providers, cyberattacks, events of force majeure, incorrect use by the User, or erroneous or incomplete information supplied by the User. **14.3. Evolution of the Service.** LUPA may modify, replace or **withdraw features, models or model versions** at any time, in particular where they depend on third-party providers that alter or discontinue their availability. Where a withdrawal materially affects a core feature of the Plan purchased, LUPA will give fifteen (15) calendar days' notice and the User may cancel without penalty, with a refund of the proportionate unused amount. **14.4. Beta features.** Features identified as beta, experimental or early access are provided as is, without warranty of any kind, and may be modified or withdrawn without notice. **14.5. Service levels.** LUPA gives no service level commitments save where expressly agreed in writing. The existence of a service level agreement gives rise to no right to a monetary refund but, where applicable, to service credits on the terms of the relevant agreement. *** ### 15. Statutory guarantees applicable to Consumer Users **15.1.** In respect of Consumer Users, LUPA is liable for any lack of conformity of digital content and digital services in accordance with Articles 115 bis et seq. of the Consumer Protection Act. **15.2. Conformity.** For the purposes of determining conformity, the parties expressly agree that the following are objective characteristics of the Service purchased, known to and accepted by the User: the probabilistic and non-deterministic nature of Outputs; variability in quality, style and fidelity between generations; the possibility of visual artefacts, anatomical inconsistencies, errors in rendering text and deviations from the instructions entered; the absence of any guarantee that an Output can be exactly reproduced; and the continuous evolution of the models available. Accordingly, **aesthetic or qualitative dissatisfaction with an Output that conforms to the above characteristics does not constitute a lack of conformity**. **15.3.** Nothing in these Terms limits or excludes the mandatory statutory rights of Consumer Users. *** ### 16. Indemnity and limitation of liability **16.1. Indemnity.** The User shall indemnify and hold harmless LUPA, its shareholders, directors, employees and contractors against any claim, demand, administrative proceeding, penalty, damage, loss, cost or expense, including reasonable solicitor and court agent fees, arising from: a) breach of these Terms or of Schedule II; b) the User's Input Content, including infringement of third parties' intellectual property, industrial property, image, honour or privacy rights; c) the User's use of Outputs, in particular commercial, advertising or real estate use; d) the User's failure to comply with its obligations under Clause 12.3; e) the User's failure to comply with data protection law in respect of the persons whose data it uploads to the Platform. In respect of Consumer Users, this clause applies only to the extent the claim arises from the User's wilful misconduct or negligence, and without prejudice to their mandatory rights. **16.2. Exclusion of indirect loss.** LUPA shall in no event be liable for loss of profit, loss of business, loss of commercial opportunity, loss of data, reputational harm, business interruption or any indirect or consequential loss arising from the use of or inability to use the Service. **16.3. Financial cap.** LUPA's total aggregate liability on any basis arising directly or indirectly from the contractual relationship shall not exceed: a) in respect of Business Users, the amount actually paid by the User to LUPA in the **three (3) months** preceding the event giving rise to liability; b) in respect of Consumer Users, the amount actually paid in the **twelve (12) months** preceding the event giving rise to liability. **16.4. Exclusions.** The above limitations do not apply in cases of wilful misconduct, gross negligence, death or personal injury, or where mandatory law prevents limitation. **16.5. Third-party providers.** LUPA is not liable for the acts, omissions, policy changes, interruptions or moderation decisions of the artificial intelligence model providers, hosting services or payment gateways integrated into the Platform. *** ### 17. Confidentiality Each party undertakes to keep confidential the other party's non-public information to which it gains access in connection with the contractual relationship, for the term of the contract and for **five (5) years** following its termination, save for information that is or becomes public without breach, is independently developed, or must be disclosed by operation of law or at the request of a competent authority. *** ### 18. Data protection **18.1.** In respect of the User's personal data relating to their registration, billing and use of the Platform, **LUPA acts as Controller**, on the terms of the Privacy Policy published at . **18.2.** In respect of the personal data of third parties that the User uploads to the Platform, **LUPA acts as Processor** on behalf of the User, who is the Controller. This relationship is governed by the Data Processing Agreement pursuant to Article 28 of Regulation (EU) 2016/679, which LUPA will make available to Business Users on request to . **18.3. User responsibility.** As Controller, the User warrants that it has a sufficient legal basis, that it has informed data subjects in accordance with Articles 13 and 14 of Regulation (EU) 2016/679 and that, where the processing involves biometric data or special categories of data, it has obtained explicit consent in accordance with Article 9 thereof. **18.4. Sub-processors and international transfers.** The User expressly authorises the disclosure of data to the sub-processors necessary for provision of the Service, including infrastructure and artificial intelligence model providers located outside the European Economic Area, on the basis of adequacy decisions or Standard Contractual Clauses approved by the European Commission. The current list of sub-processors is available at . *** ### 19. Changes to these Terms **19.1.** LUPA may amend these Terms to reflect applicable law, the evolution of the Service or technical, economic or operational reasons. **19.2.** Material changes will be notified to the User by email and by notice on the Platform at least **thirty (30) calendar days** before they take effect. The User may reject the change by cancelling their subscription before the effective date; continued use of the Service after that date shall constitute express acceptance. **19.3.** Non-material or purely clarificatory changes, and those required by mandatory law, may take effect immediately upon publication. *** ### 20. Assignment, force majeure and notices **20.1. Assignment.** The User may not assign its contractual position or any rights under these Terms without LUPA's prior written authorisation. LUPA may freely assign its contractual position in the context of a corporate reorganisation, merger, demerger or transfer of a business unit, notifying the User accordingly. **20.2. Force majeure.** Neither party shall be liable for any failure to perform arising from causes beyond its reasonable control, including natural disasters, armed conflict, large-scale cyberattacks, widespread internet infrastructure failures, power outages, acts of authority, regulatory changes preventing performance, or the interruption or withdrawal of services by third-party artificial intelligence model providers. **20.3. Notices.** LUPA's communications to the User will be sent to the email address linked to the Account or given by notice in the User Area, and shall be deemed validly sent and received. It is the User's responsibility to keep that address operational and up to date. The User's communications to LUPA shall be sent to . *** ### 21. Severability, governing law and jurisdiction **21.1. Severability.** A declaration that any clause is void, invalid or ineffective shall not affect the validity of the remainder, which shall remain in force; the affected clause shall be deemed not to have been included. Where a clause is unenforceable against Consumer Users, it shall retain full effect against Business Users. LUPA's failure to require performance of any obligation shall not constitute a waiver of its right to require it in future. **21.2. Governing law.** These Terms are governed by Spanish law. **21.3. Business Users.** The parties expressly submit, waiving any other jurisdiction to which they may be entitled, to the Courts and Tribunals of the city of **Barcelona (Spain)**. **21.4. Consumer Users.** Consumer Users may bring proceedings before the Courts of their place of domicile or those of LUPA's domicile, in accordance with applicable procedural and consumer law. Spanish law applies without prejudice to any more favourable mandatory provisions of the consumer's country of habitual residence, in accordance with Article 6 of Regulation (EC) 593/2008. **21.5. Consumer arbitration.** **LUPA is not a member of the Spanish Consumer Arbitration System** or of any voluntary alternative dispute resolution scheme, without prejudice to the Consumer User's right to complain to the competent consumer authorities. **21.6. Prior complaint.** Before bringing any action, the parties shall endeavour to resolve their differences amicably by writing to . *** LUPA SOFTWARE, S.L. 2026. All rights reserved. *** *** ## Schedule I. Credits and Plans ### 1. Nature of Credits Credits are the unit for measuring consumption of computing capacity on the Platform. In accordance with Clause 6.3 of the Terms, they do not constitute electronic money, a means of payment or a monetary claim, and they are not refundable. ### 2. Types of Credit and expiry | Type | Source | Expiry | Roll over | Refundable | | ------------------- | ------------------------------------------------ | -------------------------- | --------- | ---------- | | Plan Credits | Periodic allocation included in the subscription | End of each billing period | No | No | | Additional Credits | One-off purchase of packs | 3 years from purchase | Yes | No | | Promotional Credits | Welcome, coupons, campaigns, referrals | 90 days | No | No | ### 3. Consumption and roll-over rules **3.1.** Plan Credits do not roll over between periods. They reset automatically at the start of each billing period and any unused Credits expire with no right to compensation. **3.2.** Additional Credits do roll over and carry forward automatically to subsequent periods, but **only for as long as the User maintains an active paid subscription**. If the User cancels and moves to the free plan, any unused Additional Credits will be automatically voided, with no refund or compensation of any kind. **3.3.** Order of consumption: Promotional Credits first, then the Plan Credits for the current period, and finally Additional Credits. **3.4.** Cancellation, suspension or termination of the Account causes all Credits to expire immediately, with no right to a refund. **3.5.** When purchasing a pack of Additional Credits, the User may enable automatic repurchase. In that case, when the User's balance falls below the threshold indicated by LUPA, a new pack will be purchased automatically on the same pricing terms. The User may disable automatic repurchase at any time from the User Area. ### 4. Cost of operations The Credit cost of each operation is displayed in the interface before it is executed, and the User accepts that cost by launching the operation. The cost varies according to the model selected, the resolution, the duration in the case of video, the number of frames, the number of results requested and the quality parameters. Clause 7.8 of the Terms applies. ### 5. Reissue of Credits following technical failure Credits consumed will be reissued where an operation produces **no Output at all** for technical reasons attributable to LUPA. Reissue will be automatic or, failing that, on request to within seven (7) days. The following do not give rise to any right of reissue: a) Outputs delivered that do not meet the User's aesthetic expectations or expectations of fidelity to the instructions given; b) operations blocked by the safety and content filters of the Platform or of its model providers; c) failures arising from Input Content that is corrupt, in an unsuitable format or that does not meet the published technical specifications; d) operations interrupted by the User's own action, including logging out, manual cancellation or loss of connectivity. ### 6. Plan changes **6.1. Upgrade.** Takes effect immediately. The amount corresponding to the new Plan is charged and its Credits are allocated, with the User retaining any Credits unused as at the date of the change, which are added to those of the new Plan. **6.2. Downgrade.** Takes effect at the start of the next billing period, with no refund of the difference. Any Plan Credits in excess of the new Plan's allocation will expire on the effective date. *** *** ## Schedule II. Acceptable Use Policy Breach of this Policy constitutes a material breach and entitles LUPA to suspend or cancel the Account immediately, without refund and without notice. ### 1. Absolute prohibitions It is strictly prohibited to generate, upload, store, transmit or disseminate through the Platform: **1.1.** Any content of a sexual, sexualised or suggestive nature that depicts, includes or appears to include persons under the age of eighteen, whether real, generated or fictitious. **LUPA applies zero tolerance: any detection will result in immediate and permanent cancellation of the Account and reporting to the competent authorities.** **1.2.** Sexual or intimate images or videos of identifiable persons without their consent, including artificially generated or manipulated material, in accordance with Articles 173 and 197.7 of the Spanish Criminal Code. **1.3.** Content depicting identifiable natural persons without their consent for the purpose of attributing to them statements, acts, opinions or conduct that are not theirs, or of misleading as to their identity. **1.4.** Content intended for fraud, deception, phishing, identity theft, document forgery or the manipulation of identity, document or biometric verification systems. **1.5.** Content constituting glorification of terrorism, incitement to hatred or violence on grounds of race, ethnicity, religion, sexual orientation, gender identity, disability or any other characteristic, or that promotes self-harm or suicide. **1.6.** Synthetic content intended to manipulate electoral processes, spread health misinformation or falsify events of public interest. **1.7.** Content infringing the intellectual or industrial property rights of third parties, including the reproduction of characters, trade marks, designs or protected works for unauthorised commercial exploitation. ### 2. Prohibitions relating to use of the Service The following are prohibited: a) circumventing, disabling or attempting to bypass the Platform's safety and moderation filters, including through prompts designed for that purpose; b) accessing the Platform using third-party credentials, unauthorised shared accounts or unauthorised automated means; c) reselling access to the Platform or providing services to third parties through it, except on Plans that expressly permit this; d) using Outputs to train, fine-tune, distil or evaluate competing artificial intelligence systems; e) taking any action that compromises the security, integrity or availability of the Platform or of its suppliers' infrastructure; f) removing, altering or obscuring watermarks, provenance metadata or synthetic content markings. ### 3. Consequences Depending on the seriousness of the breach, LUPA may: issue a warning; block specific content; restrict features; suspend the Account temporarily; permanently cancel the Account with loss of all Credits and no right to a refund; take such legal action as may be appropriate; and report the matter to the competent authorities. In the cases covered by paragraphs 1.1 and 1.2, cancellation will be immediate, permanent and without prior warning, with the relevant information retained and reported to the competent authorities. ### 4. Complaints A User whose Account has been suspended or whose content has been removed may submit a reasoned complaint to within **fourteen (14) calendar days**. LUPA will handle it in a diligent, non-arbitrary and objective manner and will communicate its reasoned decision. This route does not apply to the cases covered by paragraphs 1.1 and 1.2. *** LUPA SOFTWARE, S.L. 2026. 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