Terms and Conditions of Use for End Users FITIT

FIRST. Background

1.1. FITIT SAS owns or holds sufficient rights, licenses or authorizations with respect to the trademark, software, technology, models, interfaces, developments and other elements necessary to operate the software application known as “FITIT”, a technology suite designed for the fashion, apparel, e-commerce and related categories business, which may include functionalities for size recommendation, size chart lookup, size equivalences, virtual try-on, simulation, visualization, composition or generation of images, and other current or future functionalities.

1.2. FITIT allows End Users to access one or more technological functionalities to receive indicative size recommendations, look up size charts or size equivalences, view virtual try-ons, simulations, compositions, generated or adapted images, and use other current or future functionalities that FITIT makes available within digital environments of merchants, online stores, e-commerce platforms, marketplaces, mobile applications or other third-party channels.

1.3. When interacting with FITIT, the End User may enter, upload or authorize the use of certain information necessary for the operation of the corresponding functionality. FITIT may process such information, together with technical data, product data, size charts, images, attributes, parameters and other information available or provided by the Integrating Merchant, the End User or third parties, in order to operate the functionality, generate recommendations, simulations, visualizations, compositions, images or other technological, indicative, informational or illustrative results, as applicable.

SECOND. Integration into Third-Party Sites

2.1. The End User acknowledges that FITIT may be integrated, embedded, displayed or made available within websites, online stores, e-commerce platforms, marketplaces, mobile applications or other digital environments operated by third parties, including merchants, brands, marketplaces, platforms or owners of such digital environments, hereinafter the “Integrating Merchant”.

2.2. The presence, integration, display or availability of FITIT within a third-party digital environment does not imply that FITIT participates in the commercial activity of the Integrating Merchant or that it assumes responsibility for the sale of products, prices, promotions, discounts, availability, stock, size availability, product quality, payments, invoicing, shipments, deliveries, exchanges, returns, cancellations, warranties, customer service or consumer relationship involving the Integrating Merchant. Likewise, such presence does not imply any partnership, association, representation, sponsorship, certification, warranty or cross-liability between FITIT and the Integrating Merchant. The foregoing does not affect any rights that the End User may have against the Integrating Merchant under the applicable purchase terms or applicable law.

2.3. The End User’s relationship with FITIT is limited exclusively to the access and use of the technological functionalities provided by FITIT that are available in each case, without prejudice to the independent commercial, contractual or consumer relationship that the End User may maintain with the corresponding e-commerce, merchant, online store, marketplace, application, brand or third-party integrator.

THIRD. Direct Relationship between FITIT and the End User

3.1. By accessing, viewing, completing data, uploading or providing information, images or content, clicking, accepting a checkbox, continuing a user flow, generating results or using in any way one or more FITIT functionalities, the End User establishes a direct relationship with FITIT solely with respect to the access and use of the technological functionality provided by FITIT. Such relationship does not include the purchase and sale of products, the consumer relationship with the Integrating Merchant, payments, prices, promotions, stock, shipments, deliveries, exchanges, returns, warranties, customer support, product quality, size availability or any other matters inherent to the activity of the Integrating Merchant.

3.2. Such direct relationship shall be governed by these FITIT Terms and Conditions for End Users, in their current version, by the applicable FITIT Privacy Policy for End Users and by the consents, authorizations, notices, checkboxes or equivalent mechanisms that FITIT makes available to the End User in the corresponding user flow.

3.3. The use of FITIT does not modify, replace or integrate the commercial terms, purchase conditions, privacy policies, cookie policies, payment terms, exchange policies, return policies, warranties, customer service or any other documents, practices or legal conditions of the e-commerce, merchant, marketplace or third-party integrator, which shall be the exclusive responsibility of such third party within its respective scope.

FOURTH. Acceptance of the Terms

4.1. Access to or use of the FITIT functionalities shall be subject to the prior acceptance of these Terms, the applicable Privacy Policy and, where applicable, the informational notices, consents, authorizations, checkboxes or equivalent mechanisms made available by FITIT to regulate the interaction with the End User.

4.2. FITIT may make the Terms, the Privacy Policy and the applicable notices, consents or authorizations available through a link, pop-up window, checkbox, banner, acceptance module, form, intermediate screen, onboarding flow, contextual notice or any other reasonable electronic mechanism that allows the End User to be informed of the applicable conditions and allows FITIT to obtain the End User’s acceptance, authorization or manifestation of intent.

4.3. If the End User does not accept the Terms, the Privacy Policy or the consents required for the use of one or more FITIT functionalities, the End User must refrain from using the corresponding functionality.

4.4. FITIT may record and retain technical or documentary evidence of the acceptance, rejection, withdrawal or modification of the Terms, the Privacy Policy, consents, authorizations, preferences, checkboxes or equivalent mechanisms used in the user flow, including date, time, version of the accepted texts, technical identifiers, website or digital channel of origin, recorded event and any other elements reasonably necessary to evidence the End User’s interaction with the FITIT functionalities, comply with legal obligations, respond to requests or defend FITIT’s rights.

4.5. Acceptance of these Terms does not grant the End User any rights over FITIT, except for the limited authorization of use set forth in this document.

4.6. The processing of the End User’s Personal Data shall be governed by the applicable FITIT Privacy Policy, which the End User must consult in order to obtain complete information regarding the data processed, the purposes of processing, the applicable legal bases, the recipients or categories of recipients, the retention periods, international transfers, security measures and the rights that may correspond to the End User.

4.7. When FITIT requests specific consents, authorizations, preferences or acceptances for certain processing activities or functionalities, the End User must review the information presented in the corresponding flow before accepting, rejecting or modifying such options.

4.8. The End User may withdraw or modify their consents when the processing is based on consent, in accordance with the mechanisms indicated in FITIT’s Privacy Policy or in the corresponding user flow, without affecting the lawfulness of the processing carried out prior to such withdrawal.

FIFTH. Security, Service Integrity and User Cooperation

5.1. The End User must use FITIT and its functionalities in a manner compatible with the security, integrity, availability, continuity and proper functioning of the service.

5.2. The End User may not introduce viruses, malware, malicious code, unauthorized scripts, bots, abusive automations, mass uploads, harmful instructions, malicious prompts or instructions, or any other element or conduct that may affect, interfere with, damage, overload, degrade, compromise, manipulate or jeopardize FITIT, its systems, providers, integrations, technical bases, interfaces, models, results or related environments.

5.3. The End User may not circumvent, disable, interfere with, manipulate or attempt to breach technical measures, access controls, authentication mechanisms, usage limits, anti-fraud systems, acceptance records, consent mechanisms, security measures or monitoring tools implemented by FITIT.

5.4. The End User may not conduct security testing, scans, penetration testing, reverse engineering, intrusions, attacks, attack simulations, denial-of-service actions, exploitation of vulnerabilities, scraping, mass data extraction, extraction of results, generation of datasets, competitive evaluation, unauthorized auditing of models or equivalent activities without the prior written authorization of FITIT SAS.

5.5. FITIT may limit, suspend, block or disable the End User’s access to one or more FITIT functionalities when it becomes aware of, or reasonably suspects, use that may compromise the security, integrity, availability, continuity, reputation or operation of FITIT, its systems, providers, integrations or related third parties, without prejudice to any other rights or actions that may correspond.

SIXTH. Security and Availability of the Functionalities

6.1. FITIT shall apply reasonable technical and organizational measures to protect the FITIT functionalities, its systems, integrations, technical records and the information processed in connection with the use of the service.

6.2. With respect to Personal Data, the security measures, purposes, legal bases, End User rights and other conditions applicable to the processing shall be governed by FITIT’s Privacy Policy.

6.3. Without prejudice to the foregoing, the End User acknowledges that no technological system, online service, integration, communications network, cloud infrastructure, external provider, processing service, artificial intelligence system, image generation system or digital environment can guarantee absolute security, permanent availability or uninterrupted continuity against third-party failures, external vulnerabilities, unauthorized access, technical incidents, security events, acts of God, force majeure events or circumstances beyond FITIT’s reasonable control.

SEVENTH. Third-Party Providers, Infrastructure and Cloud Services

7.1. FITIT may use third-party providers of infrastructure, hosting, cloud services, communications, security, analytics, support, processing, artificial intelligence, image generation, APIs, models, monitoring, technical tools, connectivity services, maintenance services or equivalent services in order to host, operate, provide, maintain, secure, audit, scale, process, improve or evolve the FITIT functionalities.

7.2. FITIT may rely on third-party services, licenses, infrastructure, tools, APIs, models, software, systems, components or technologies that are necessary or convenient for the provision, operation, security, continuity, processing, scalability, compatibility, maintenance, technological evolution or improvement of the FITIT functionalities.

7.3. FITIT may modify, replace, incorporate, limit or discontinue third-party providers, services, licenses, APIs, models, software, systems, components or third-party technologies when necessary or convenient for the provision, continuity, availability, security, scalability, compatibility, maintenance, processing, technological evolution, regulatory compliance or improvement of the FITIT functionalities.

EIGHTH. Intellectual Property and Use Restrictions

8.1. FITIT shall at all times retain exclusive ownership of the FITIT trademark and of its proprietary developments, proprietary software, proprietary interfaces, designs, documentation, integrations, configurations, flows, components, updates, improvements, trade secrets, know-how and other intellectual or industrial property rights owned by it. Acceptance or use of FITIT does not grant the End User any right over FITIT, its functionalities, its technological components or any third-party elements that may be used for the provision of the service.

8.2. The End User’s use of FITIT does not imply any sale, assignment, transfer, sublicense, delivery of source code, access to algorithms, models, functional logic, transfer of know-how or acquisition of any right, title or interest other than the limited authorization of use set forth in these Terms.

8.3. The End User receives only a limited, personal, revocable, non-exclusive, non-transferable and non-sublicensable authorization to access and use the FITIT functionalities available in each case, exclusively for personal, informational, indicative, illustrative or visualization purposes related to apparel products or other compatible categories, in accordance with these Terms.

8.4. The End User may not copy, reproduce, distribute, publish, modify, adapt, translate, decompile, disassemble, reverse engineer, extract, reuse, interfere with, alter, commercially exploit, sublicense, lease, sell, assign, transfer or make available to third parties FITIT, its functionalities, software, components, documentation, interfaces, flows, designs, models, functional logic, technical results, outputs, generated images, simulations, visualizations or any other protected element, except with FITIT’s prior written authorization or where such use is expressly enabled within the corresponding flow.

8.5. The End User may also not use FITIT, its flows, interfaces, results, outputs, images, simulations, visualizations or responses to develop, train, improve, compare, competitively audit, benchmark, generate datasets, replicate functionalities or put into operation products, services, models, algorithms, systems or technologies that compete directly or indirectly with FITIT, except with the prior written authorization of FITIT SAS.

8.6. Any unauthorized use of FITIT may result in the suspension, blocking, limitation or disabling of the End User’s access to one or more FITIT functionalities, without prejudice to any other rights and actions that may correspond to FITIT SAS.

8.7. When a FITIT functionality allows the End User to upload, enter, provide or authorize the use of images, photographs, content, information, data, files or materials, the End User represents that they have the sufficient rights, authorizations or legal authority to do so, and undertakes not to upload, provide or use third-party content without authorization, or any content that is illegal, offensive, discriminatory, defamatory, misleading, infringes image rights, privacy rights, intellectual property rights or other third-party rights, or is contrary to these Terms or applicable law. FITIT may limit, block, remove or prevent the use of any content that it reasonably considers to be contrary to the foregoing.

NINTH. Warranties, Availability and Limitation of Liability

9.1. FITIT shall make reasonable efforts to ensure that the FITIT functionalities are available and operate properly under normal conditions of use, in accordance with their technological, informational, indicative, illustrative or visual nature, as applicable.

9.2. The FITIT functionalities are made available to the End User “as is” and “as available”, without any warranty that they will operate uninterruptedly, permanently, free of errors, defects, interruptions, delays, incompatibilities, technical failures or incidents, or with absolute accuracy, exact visual correspondence or permanent availability of results.

9.3. FITIT does not warrant that its functionalities will at all times be compatible with all devices, browsers, operating systems, configurations, websites, e-commerce platforms, marketplaces, mobile applications, integrations or third-party digital environments.

9.4. The recommendations, suggestions, size chart information, size equivalences, virtual try-ons, simulations, visualizations, compositions, images, outputs or other results generated by FITIT are technological, indicative, estimated, informational, illustrative and non-binding in nature, depending on the applicable functionality. Such results depend, among other factors, on the information, images, photographs or other content provided by the End User, the available product data, size charts, images, attributes, technical parameters and other information supplied by the e-commerce, merchant, marketplace, third-party integrator or third parties.

9.5. In particular, the Size Recommendation functionality does not constitute a guarantee of fit, comfort, satisfaction, commercial equivalence, size availability, reduction of returns, reduction of exchanges or exact suitability of the product to the End User’s subjective preferences.

9.6. The virtual try-on, simulation or digital visualization functionalities are merely illustrative, indicative and non-binding in nature. FITIT does not guarantee that the generated image, simulation or representation will exactly match the actual appearance, fit, adjustment, texture, drape, color, proportion, lighting, availability, size, final appearance or physical result of the product.

9.7. The image composition, adaptation, generation or visualization functionalities are for technological, illustrative, commercial or display purposes, as applicable. FITIT does not guarantee the accuracy, availability, commercial suitability, suitability for publication, exact visual correspondence or adequacy of the images, models, bodies, faces, garments, products, avatars, silhouettes, visual supports or materials used, especially when such materials have been supplied, selected, uploaded, approved or published by the e-commerce, merchant, marketplace or third-party integrator, by the End User or by third parties.

9.8. FITIT shall not be liable for purchase decisions made by the End User, for the final choice of size, product, color, model or variant, or for subjective preferences regarding fit, comfort, style, adjustment, appearance, visual perception, aesthetic expectation or satisfaction with the purchased product.

9.9. FITIT does not participate in the purchase and sale of products offered by the e-commerce, merchant, marketplace or third-party integrator, nor does it intervene in prices, availability, stock, size availability, product quality, promotions, payments, invoicing, delivery, logistics, exchanges, returns, commercial warranties, customer service or the consumer relationship between the End User and such third party.

9.10. FITIT shall not be liable for failures, errors, interruptions, incompatibilities, unavailability, delays, loss of functionality or impossibility of use arising from the website, e-commerce platform, marketplace, mobile application, infrastructure, configurations, integrations, plugins, networks, systems, data, catalogs, images, size charts, product information, stock, content or providers of the e-commerce, merchant, marketplace or third-party integrator.

9.11. To the fullest extent permitted by applicable law, FITIT shall not be directly or indirectly liable for individual claims, returns, exchanges, logistics costs, loss of sales, loss of profits, loss of opportunity, reputational damage, End User dissatisfaction, differences in fit, differences in appearance, visual differences, subjective expectations or other damages or losses arising from a specific, isolated recommendation, virtual try-on, simulation, visualization, composition, image, output or result, or from any result based on incomplete, inaccurate, outdated, erroneous or incorrectly supplied information by the End User, the e-commerce, merchant, marketplace or third-party integrator, or third parties.

9.12. No provision of these Terms is intended to exclude or limit any rights of the End User that may not be excluded or limited under applicable law.

TENTH. Modifications to the Functionality and to the Terms

10.1. FITIT may modify, update, adjust, suspend, replace, optimize or evolve the FITIT functionalities, their interfaces, user flows, acceptance mechanisms, technical components, models, operating parameters, results or ancillary functionalities for technical, operational, commercial, security, compatibility, service improvement, technological evolution or regulatory compliance reasons.

10.2. FITIT may modify or update these Terms, the Privacy Policy, and the applicable notices, consents or authorizations whenever it considers it necessary for legal, regulatory, technical, operational, commercial, security, compatibility or service evolution reasons.

10.3. In the event of modifications to these Terms, the Privacy Policy, the notices or the applicable consents, FITIT may make the updated version available through its website, link, pop-up window, user flow, contextual notice, checkbox, banner, intermediate screen or other reasonable mechanism. When the modification requires a new acceptance, authorization or consent from the End User, FITIT may request it in the corresponding flow. If the End User does not accept the updated Terms, Privacy Policy, notices or consents that are necessary for the use of one or more FITIT functionalities, the End User must refrain from using the corresponding functionality, and FITIT may limit, suspend or disable the End User’s access.

ELEVENTH. Governing Law and Jurisdiction

11.1. These Terms and Conditions shall be governed by and construed in accordance with the laws of the Oriental Republic of Uruguay.

11.2. Any controversy, dispute, action, claim or matter arising from the access, use, interpretation, validity, performance, breach, termination or effects of these Terms shall be submitted to the jurisdiction of the competent courts and tribunals of the Department of Montevideo, Oriental Republic of Uruguay.

TWELFTH. Contact

For inquiries related to these Terms, the use of FITIT or the exercise of rights related to Personal Data, the End User may contact FITIT through the channels informed by FITIT on its website, in the applicable Privacy Policy or in the corresponding user flow, including the email address legal@fitit.ai.