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Terms of Service — AMASFLY Studio

DRAFT FOR REVIEW BY THE CEO'S HUMAN COUNSEL. Prepared by Carola (Legal Advisor, AMASFLY) on October 15, 2026. This is not final legal advice. Text in double brackets [[LIKE THIS]] is a variable for the CEO to decide; notes of the form (Note to counsel: …) are removed before publication. English translation of the Spanish original; see clause 25.6.

Version 0.2 (draft, adjusted for U.S. Customers) · Effective as of [[EFFECTIVE_DATE]]

1. Who we are and what AMASFLY Studio is

1.1. AMASFLY Studio (the "Platform" or the "Studio") is a software platform operated by AMASFLY S.R.L. ("AMASFLY", "we", "us") that allows companies and organizations (the "Customer") to prepare, approve, schedule and publish content on Facebook and Instagram, manage advertising campaigns in their own Meta ad account, receive results reports, and review draft replies to comments and direct messages.

1.2. Nature of the service. The Studio is a SaaS (software as a service) platform with artificial intelligence agents. What you are purchasing is access to the Platform and its features: the approval gallery, AI-assisted creation of content pieces, automated publishing and advertising, content controls, the Meta connection, reports, and the inbox of suggested replies.

1.3. No human marketing services are included. Content, pieces, campaigns, advertising and draft replies are produced and operated by the Platform's AI agents, not by AMASFLY personnel. The Studio does not include marketing work performed by people, nor advice, consulting, custom design or social media management by AMASFLY staff, and we do not resell advertising or ad space. The only human element on our side is technical support. In total, the human elements are: (a) technical support for the Platform, and (b) the Customer (or an authorized user of its account) itself, who reviews and approves.

1.4. The agents produce; you decide. Nothing the agents produce is published, spent or sent without the express approval of your Human Reviewer (clause 5). AMASFLY also reviews cases flagged by the automated controls for compliance and safety reasons (clause 13); that review is not a marketing service nor an approval of quality or results.

1.5. Remote provision from Bolivia. The Studio is operated from Bolivia and provided over the internet. When the Customer is in another country (for example, the United States), AMASFLY does not by that fact have an office, employees or a representative in that country [[CEO: confirm]], and the Customer remains the sole advertiser and publisher of what is posted to its accounts.

2. Definitions

3. What you agree to by using the Platform

3.1. These Terms, the [Privacy Policy], the [Acceptable Use and Content Policy] and the [Meta and API Spend Policy] form a single agreement. In case of conflict, they prevail in this order: the signed commercial agreement with the Customer (if any), these Terms, the Spend Policy, the Acceptable Use Policy and the Privacy Policy.

3.2. Anyone who accepts on behalf of a company represents that they have authority to bind it.

3.3. Business use only. The Studio is offered to businesses and professionals for commercial purposes. It is not a consumer service. (Note to counsel: if any Customer is an individual acting as a consumer, Bolivian Law No. 453 may apply; review.)

3.4. These Terms are governed by the law and forum set out in clause 24. If the Customer is located outside Bolivia (including Customers in the United States), the mandatory rules of its country or state that cannot be excluded by contract are respected, in particular those that prohibit deceptive advertising and protect personal data (clauses 17.6 and 24.4).

4. Account, users and Human Reviewer

4.1. Each Customer has an isolated workspace on the Platform. A Customer's data, materials, brands, calendars, pieces, connection tokens and budgets are not visible to or usable by any other Customer.

4.2. The account holder is the Human Reviewer or authorizes one or more users of its account to act as such (with verified name and email), and may change them from the Platform. Until a verified Human Reviewer exists, the Platform publishes nothing. AMASFLY does not designate or supply Human Reviewers.

4.3. You are responsible for your users' credentials and for what they do with them. Notify us immediately of any unauthorized access.

4.4. What is approved from your account binds you. Approval given by the account holder or by an authorized user of the account is deemed given by the Customer.

5. Approval rule: silence is not approval

5.1. The Studio does not publish, schedule, activate advertising, increase budgets or send replies without the express, recorded approval of the Human Reviewer. This covers: every Piece, every Campaign, the Ad Budget and any increases to it, and every reply to comments or direct messages.

5.2. If the Human Reviewer does not respond, the Piece remains pending: it is not published, and silence, an expired deadline or the absence of an objection is never interpreted as approval. We may send you reminders, but we may not act for you.

5.3. An approval may be revoked as long as the Piece has not been published. Once published, the Customer may request that it be unpublished and we will do so within the technical capabilities of Meta.

5.4. Safety exception. AMASFLY may pause or unpublish content without asking your permission when necessary due to a legal or safety risk, a violation of the Acceptable Use Policy, or an order from an authority (clause 13). We can never publish without your approval.

5.5. Replies to comments and direct messages generated by the Platform are drafts: they are sent only when the Human Reviewer approves them. [[FUTURE_OPTION: pre-approved automatic replies by template; requires a CEO decision and an addendum]].

5.6. Time zone. Dates and times for scheduling, approval and publication are interpreted in the time zone configured in the Customer's account (by default, that of the Customer's address stated in the Order Form; for a Customer in Florida, U.S. Eastern Time, which alternates between standard and daylight time). Deadlines in these Terms and the Policies expressed in hours or business days are counted in that time zone, except for support (clause 16.3). [[Development: confirm that scheduling uses the account time zone and handles the clock change.]] (Note to counsel: U.S. daylight saving time runs from the second Sunday in March to the first Sunday in November (Uniform Time Act; 49 CFR 71.2, https://www.law.cornell.edu/cfr/text/49/71.2; NIST, https://www.nist.gov/pml/time-and-frequency-division/popular-links/daylight-saving-time-dst). That Bolivia is UTC-4 without daylight saving comes from unofficial time-zone sites; no official Bolivian source was found.)

6. Customer Content: your warranties and our license

6.1. Customer Content remains yours. We do not acquire ownership of it.

6.2. Limited license. You grant us a non-exclusive, worldwide, royalty-free license, solely for the duration of your contract and the exit period, to host, copy, process, adapt, transform with AI tools, display to the Customer, and publish to your accounts the Customer Content, solely to provide the Studio to you. We do not use it for any other purpose.

6.3. Customer warranties. The Customer represents and warrants that, with respect to all Customer Content:

a) it owns the rights or holds a sufficient license to provide it to us and for us to publish it on its behalf, including copyright, trademark, image and voice rights;

b) it holds the necessary consents and authorizations from identifiable persons who appear (face, body, voice, name) and from the owners or occupants of visible property, and from parents or guardians in the case of minors, for the intended uses, including publication on social media and processing with AI;

c) it does not include data that should not be published (exact home addresses of third parties, vehicle license plates, documents, screens showing personal information, customer information protected by confidentiality);

d) it complies with applicable laws and the Acceptable Use Policy.

6.4. Sensitive material (photos of work in homes and offices). The Customer is responsible for obtaining the permission of the owner or occupant of the place before uploading photos or videos of interiors or exteriors of third parties. The Platform offers supporting tools (upload warnings, face and license plate detection, suggested blurring), but they do not replace the Customer's responsibility or the judgment of the Human Reviewer.

6.5. We are entitled to reject or remove any Customer Content that, in our reasonable judgment, violates these Terms (clause 13).

6.6. Testimonials, reviews, ratings and followers. We will not fabricate reviews, testimonials, ratings, "customers" or followers; we will not request them from AI models; and we will not buy reviews, followers or engagement. We publish a testimonial or review only if the Customer provides it and warrants that it: (a) is authentic and comes from a real person who used the service; (b) is published with that person's permission and without edits that change its meaning; (c) was not obtained in exchange for compensation conditioned on it being positive, nor from employees, managers or relatives without disclosing the relationship; and (d) is not displayed in a way that suggests it represents all reviews when negative ones have been hidden. Any material connection with the person giving the opinion (payment, discount, gift, family or employment relationship) must be disclosed clearly and conspicuously. The Studio may refuse to publish an unsupported testimonial. (Note to counsel: FTC rule on consumer reviews and testimonials, 16 CFR Part 465, sections 465.2, 465.4, 465.5, 465.7 and 465.8 (https://www.ecfr.gov/current/title-16/part-465) and Endorsement Guides, 16 CFR Part 255, sections 255.1, 255.2 and 255.5 (https://www.ecfr.gov/current/title-16/part-255); the text of the rule does not mention AI, but the FTC press release says it covers AI-generated fake reviews (https://www.ftc.gov/news-events/news/press-releases/2024/08/federal-trade-commission-announces-final-rule-banning-fake-reviews-testimonials); the amount of civil penalties was not verified. Text retrieved through the eCFR API on 15 Oct 2026.)

6.7. Likeness of individuals (right of publicity). To use the name, portrait, photograph or any other likeness of a natural person for advertising or commercial purposes, the Customer must have that person's consent. Although Florida law accepts express written or oral consent, the Studio requires written consent recorded in the Platform (employees, end customers, residents, models); for minors, that of their parents or guardian. Without that record, a Piece with an identifiable person is not approved. (Note to counsel: Fla. Stat. 540.08 requires "express written or oral consent", provides an action to stop the use and recover damages, a reasonable royalty and punitive damages, and for minors consent is given by the guardian or either parent; it excepts photographs of a person purely as a member of the public, not named or identified: http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0500-0599/0540/Sections/0540.08.html. The Studio does not rely on that exception without review.)

7. AI-Generated Content

7.1. Ownership between the parties. To the extent permitted by law and the terms of the AI providers, AMASFLY assigns to the Customer all of its rights in the Generated Content for your commercial use, once the corresponding period has been paid. The tools, templates, internal prompts, workflows and software belong to AMASFLY or its licensors.

7.2. Legal limits. Copyright protection for AI-generated content is uncertain in many countries; we are not aware of any specific rule in Bolivia. AMASFLY does not warrant that Generated Content is protectable, exclusive or unique: other people may obtain similar results. (Note to counsel: verify with an intellectual property specialist at SENAPI.)

7.3. No warranty of non-infringement. AI may generate unintended resemblances to works, trademarks or persons. We apply automated controls and compliance review (clause 13 and the technical spec), and the Human Reviewer must review each Piece before approving it. If we are informed of a possible infringement, we remove the Piece.

7.4. Transparency about AI. Some Pieces may carry marks or labels indicating content created with AI, as required or applied by Meta and other platforms. The Customer must not remove them or conceal the use of AI where the law, the platform or a regulation requires disclosure. Meta applies "AI info" labels to ads created or edited with its AI tools and, under Meta's update of 1 June 2026, also detects third-party AI tools; for organic posts with photorealistic video or realistic audio that was digitally created or altered, Meta requires use of its disclosure tool and may penalize omission. The Studio will use Meta's disclosure tool when applicable and will not present AI-generated images, people or results as real customers, employees or work of the Customer. (Note to counsel: https://about.fb.com/news/2025/02/gen-ai-transparency-metas-ads-products/ (updated 1 Jun 2026; confirms labels and third-party detection, but does not mention advertiser self-disclosure except for political or social-issue ads) and https://transparency.meta.com/governance/tracking-impact/labeling-ai-content/ (disclosure requirement for organic posts: search summary of the Transparency Center, not read directly; check before publishing).)

7.5. Voice and likeness of persons. The Studio does not clone the voice or create the likeness of a real person without that person's written consent, recorded on the Platform. The voices we use by default are generic synthetic voices.

8. Connection to Meta and other third-party services

8.1. To publish and manage advertising, the Customer connects its own pages, Instagram accounts and ad account through Meta's authorization. You give us the minimum permissions necessary and may revoke them at any time from Meta or from the Studio.

8.2. The Meta account belongs to the Customer. AMASFLY does not own your pages, audiences, ad accounts, pixels or payment methods, and cannot and should not ask for your passwords. You must comply with Meta's terms, including its Platform Terms and its Advertising Standards.

8.3. Reliance on third parties. Meta, OpenAI, Cloudflare, the video and voice providers and Paddle are independent third parties. They may change their features, prices or policies, or suspend accounts or access, and AMASFLY does not control those decisions (see clause 17 and the Spend Policy).

8.4. The subprocessors we use are listed in the Privacy Policy (Annex B). We may change them with prior notice.

8.5. Third-party AI connection (MCP). The Studio MCP lets the Customer connect its own Claude or Codex (the "Third-Party AI"). If it does so: (a) the Customer is responsible for its account with that third party and for the actions its AI performs with its credentials within the limits the Customer sets in the Studio (including spending caps and the approval rule in clause 5); (b) the Customer may revoke access at any time, from the Studio or from the third party; and (c) AMASFLY is not liable for the Customer's AI provider, or for its results, availability, costs or terms.

9. Advertising on Meta

9.1. The Ad Budget is paid by the Customer directly to Meta, with its own payment method, in its own ad account. AMASFLY never receives, advances, finances or manages that money and is not a party to the advertising relationship between the Customer and Meta.

9.2. No Campaign starts or increases its budget without the express approval of the Human Reviewer. The Human Reviewer sets the caps (daily, per Campaign and monthly).

9.3. We do not guarantee results (reach, clicks, messages, sales, cost per result, ranking or any other). Advertising depends on factors we do not control.

9.4. If Meta rejects ads or restricts or suspends pages, accounts or payment methods, the rules of the Spend Policy apply. Studio fees are not refunded for that reason, except as provided in clause 11.6.

9.5. The details are in the Meta and API Spend Policy, which forms part of these Terms.

10. AI generation: included amount and overage

10.1. Included. The monthly fee includes US$ 20 (twenty United States dollars) of monthly AI generation usage (images, text and other AI tools, valued at the provider's cost under the Spend Policy). The US$ 20 does not include synthetic-voice narration, which is charged separately under clause 10.6; AMASFLY does not bill video (clause 10.5). The included amount does not roll over from one month to the next. [[CEO: confirm "does not roll over"]]

10.2. Separate account per Customer. Each Customer's consumption is measured and isolated in a separate provider project or account, so that what you consume can be measured and is not mixed with that of other Customers.

10.3. Overage. All usage exceeding the US$ 20 included is charged in addition to the monthly fee, on the next invoice (the next subscription charge), through Paddle, at the provider's cost [[plus / without markup: CEO decision]], with usage details available on the Platform.

10.4. Notices and caps. We notify you when you reach 80% and 100% of the US$ 20 included. [[Pending decision: once overage reaches a certain amount (US$ [[ACCEPTANCE_AMOUNT]]), generation is paused until the Human Reviewer expressly agrees to continue.]] Until this is defined, the Platform pauses generation when the overage cap set by the Human Reviewer is exceeded and, if none has been set, does not generate beyond the US$ 20.

10.5. Generated video (the Customer's own account). Generated video (Kling via Higgsfield) is made with the Customer's own Higgsfield account, and the Customer pays Higgsfield directly. AMASFLY does not bill video: it is not charged through Paddle, as overage, or with a markup, and it does not count against the US$ 20. The Customer sets a monthly video cap in its panel as a safety limit; there is no suggested or default cap and, until the Customer sets one, no videos are approved. These rules also apply: prior approval by the Human Reviewer for each video with its estimated cost, and no automatic retries (Spend Policy, section 5).

10.5.1. Disclaimer on video spend. Generated video, and every regeneration, is charged on the Customer's Higgsfield account even if you are not satisfied with the result. AMASFLY is not responsible for spend on the Customer's Higgsfield account or for the iterations that the Customer or its Human Reviewer requests or approves. The Customer expressly accepts this when setting its monthly video cap and when approving each video.

10.5.2. Recommendation. The Studio recommends generating and refining videos from the Customer's own Claude or Codex connected to the Studio MCP (clause 8.5), because better results are achieved there. Video can be requested and approved through the MCP, but always within the cap the Customer has set.

10.6. Synthetic-voice narration (separate from the US$ 20). The Customer chooses the voice (with listening samples in its panel), the tone, the script's form of address (tú, vos or usted; the voseo is permitted in the Customer's content if the Customer chooses it) and the speed. The price is US$ 2 per minute of narration, in addition to the US$ 20, calculated on the actual seconds, rounded up to the next half minute. Only the final narration approved by the Human Reviewer is charged; earlier tests and iterations are free. The charge is invoiced in the month through Paddle.

10.7. The details are in the Spend Policy.

11. Price, payment and invoicing

11.1. Monthly fee. The price is a monthly fee agreed with the Customer according to its size and is set out in the Order Form (the proposal the Customer accepts). It includes the US$ 20 of generation under clause 10; overage and narration are charged separately (clauses 10.3 and 10.6); AMASFLY does not bill video (clause 10.5). Currency: [[USD / BOB]]. Applicable taxes are shown at checkout.

11.2. Billing through Paddle. Payment is processed by Paddle, which acts as merchant of record: it is the party that sells the subscription to the Customer, collects payment, issues the receipt or invoice, and handles taxes and refunds under its own buyer terms, which the Customer accepts upon payment. AMASFLY does not store full card data. (Note to counsel: verify Paddle's current purchase terms and whether charging Bolivian customers in BOB is possible; see the summary.)

11.3. Renewal. The subscription renews automatically each month until you cancel. You may cancel at any time from the Studio or from the Paddle receipt; cancellation takes effect at the end of the paid period.

11.4. Price changes. We will notify you by email at least [[30]] days in advance. If you do not agree, you may cancel before the change takes effect.

11.5. Non-payment. If payment fails, we retry and notify you. After [[7]] days without payment, we pause the generation and publishing features; your data is retained under clause 12.

11.6. Refunds. Refund of the monthly fee is governed by Paddle's refund policy and by [[STUDIO_REFUND_POLICY: e.g., first month refundable within 14 days, no prorated refunds]]. Advertising paid to Meta is not refundable by AMASFLY.

11.7. Taxes. Paddle, as merchant of record, calculates, collects and remits U.S. sales or use tax and the other purchase taxes applicable to the subscription, under its terms; you will see the tax at checkout. Each party is responsible for its own income taxes, licenses and tax obligations. Taxes on advertising are determined by Meta and borne by the Customer. AMASFLY provides the Studio from Bolivia. (Note to counsel and to AMASFLY's accountant, informational only and not a tax opinion: (1) Paddle states that it takes on U.S. sales tax registration, collection, filing and remittance and liability for non-compliance (https://www.paddle.com/help/start/intro-to-paddle/how-paddle-is-able-to-take-on-your-vat-and-tax-responsibilities; https://www.paddle.com/solutions/tax-compliance-for-us-companies). (2) Under Paddle's Master Services Agreement, Paddle is the reseller of the Product and sells to the buyer; AMASFLY receives the price less taxes and fees, with monthly payouts subject to a 100 USD/EUR/GBP accrued minimum, by about the 15th of the following month, and English law for that relationship (https://www.paddle.com/legal/terms). Paddle says it serves sellers anywhere except unsupported countries; Bolivia is not listed, but the list "is subject to change" (https://www.paddle.com/help/start/intro-to-paddle/which-countries-are-supported-by-paddle); the payout currency (USD/EUR/GBP/AUD/CAD per the help center; BOB is not listed) and the treatment of Bolivia must be confirmed with Paddle. (3) Bolivia: Law 843, art. 11, frees exports from VAT output tax (SIN consolidated text as of 31 Jul 2026: https://www.impuestos.gob.bo/wp-content/uploads/2026/08/1.-LEY-N%C2%B0-843-07-26-1.pdf); for exports of services, RND 102100000011, art. 35 no. 4, provides for the Export Commercial Invoice without right to tax credit (https://www.impuestos.gob.bo/wp-content/uploads/2025/10/RND-102100000011.pdf); per search results, the SIN has stated that services rendered extraterritorially do not constitute an export of services (https://siatinfo.impuestos.gob.bo/index.php/impuesto-asunto/facturacion; the page could not be opened because of a certificate error: verify). (4) Questions for the accountant: who the export invoice customer is (Paddle, not the end Customer), treatment of IT and IUE, exporter registration, receipt and conversion of foreign currency, Paddle's fees and withholdings, and the tax forms Paddle may request. Carola does not opine as an accountant.)

12. Term, termination and exit

12.1. The contract lasts as long as the subscription is active.

12.2. By the Customer: it may cancel at any time.

12.3. By AMASFLY: we may terminate with [[30]] days' notice, or immediately for serious breach of these Terms or the Acceptable Use Policy, persistent non-payment, legal or security risk, or an order from an authority. Where law and security permit, we will first state the reason.

12.4. Exit and return of data. Upon termination, for [[30]] days (the "Exit Period") you may export your Customer Content and the approved and published Pieces. After that period, we delete your Customer Content and anything derived from it, and revoke the Meta connections, in accordance with the retention plan in the Privacy Policy. Backups are deleted within a maximum of [[30]] additional days. Only the following are retained: records the law requires us to keep, billing records, and the reduced audit log (see Privacy Policy).

12.5. What happens to what has already been published. Posts already made on your accounts remain yours; if you wish to remove them, you must do so yourself or ask us to do so before termination.

12.6. Pending content. Once the contract ends, nothing further is published.

13. Acceptable use and AMASFLY's powers

13.1. Use of the Studio is subject to the Acceptable Use and Content Policy.

13.2. AMASFLY may, in its reasonable and proportionate judgment: reject or block content, unpublish content, pause campaigns, suspend features or the account, and terminate the contract, and must document the reason in the audit log.

13.3. Where possible and legally safe, we will tell you the reason and give you an opportunity to respond. In cases involving child sexual abuse material, a threat to the safety of persons, or a request from an authority, we act immediately and without prior notice (see the policy).

13.4. Cooperation with authorities. We may retain and hand over information to competent authorities when the law requires it or to report crimes.

14. Privacy and personal data

14.1. The Privacy Policy and its Annex A (Data Processing for Customers) explain how we process data. For the content and data of your followers, the Customer is the controller and AMASFLY is the processor; for your account and billing data, AMASFLY is the controller.

14.2. Your material is never used for another Customer or to train models (clause 15.4 and the Privacy Policy).

15. Intellectual property, confidentiality and use of your material

15.1. The Platform, its software, design, workflows, templates, prompt models and documentation belong to AMASFLY or its licensors. We grant you a limited, non-exclusive, non-transferable and revocable license to use it during your subscription.

15.2. You may not copy, decompile, resell, sublicense or use the Platform to build a competing service, or extract its data in bulk.

15.3. Confidentiality. Each party will protect the other's confidential information and use it only to perform this contract. Excepted is information that is public, was already known, was independently developed, or must be disclosed by law.

15.4. Isolation and no training. AMASFLY does not use the Customer Content, Third-Party Data or a Customer's Generated Content (a) to provide services to another Customer, (b) to display it as an example, case study or portfolio without your express written authorization, or (c) to train, fine-tune or improve its own or third-party AI models. The third-party tools we use are contracted on terms under which, according to their current documentation, content submitted via API is not used by default to train their models (see Privacy Policy). If a provider changes those terms, we will notify you and stop sending it your material if this clause is not met.

15.5. Feedback. If you suggest improvements to the Platform, we may use them freely without obligation to you, without including your confidential information.

16. Availability and support

16.1. We strive to keep the Platform available but do not guarantee that it will operate without interruption or errors. We may perform maintenance and make changes.

16.2. Technical support for the Platform is provided via [[SUPPORT_CHANNELS]] during [[HOURS]], expressed in the Customer's time (for a Customer in Florida, U.S. Eastern Time). (Note to counsel: do not promise a numerical SLA without a CEO decision.)

16.3. Coverage hours and response times. [[CEO: Carola's proposal; these are targets, not an SLA.]] The team works from Bolivia (UTC-4, no daylight saving): while U.S. daylight saving time is in effect (March to November) Eastern Time matches Bolivia time, and the rest of the year Bolivia is one hour ahead. We aim to respond: (a) within [[4]] business hours to an incident that prevents approving, publishing or pausing; (b) within [[1]] business day in other cases. These are targets and not warranties or a service level agreement, unless agreed in writing. Business days: Monday to Friday, except Bolivian public holidays and [[the Customer's U.S. federal holidays: confirm]].

16.4. The Customer can always pause. Outside support hours, the Human Reviewer can pause posts, campaigns and generation at any time from the Platform, without waiting for support (Spend Policy, section 9).

17. Limited warranties and exclusions

17.1. The Studio is provided "as is" and "as available". To the extent permitted by law, we exclude implied warranties.

17.2. We do not guarantee marketing or commercial results: follower growth, sales, leads, reach, ranking or return on investment.

17.3. We do not guarantee that Meta will approve ads, content, pages or accounts, or that it will not restrict or suspend them.

17.4. Generated Content may contain errors (for example, incorrect text, prices, details or data, deformed hands or faces, illegible text). Review and approval by the Human Reviewer is an essential part of the service.

17.5. The Studio does not provide legal, tax, regulatory advertising, medical or financial advice. The Customer is responsible for ensuring that its commercial claims (prices, offers, certifications, results, "before and after") are true and comply with the rules applicable to its sector. This includes the licenses, insurance, bonds, warranties and environmental claims (for example, "eco-friendly") that the Customer states about its business.

17.6. Advertising directed at the United States. The Customer acknowledges that its ads and posts directed at the United States are subject to the FTC Act, to state laws against unfair or deceptive trade practices (in Florida, FDUTPA and the misleading-advertising statute) and to Section 4 of the Acceptable Use Policy. The Studio does not verify the truth of prices, discounts, licenses, insurance, warranties or results: the Customer confirms them in the Brief and the Human Reviewer approves them in each Piece. (Note to counsel: Fla. Stat. 501.204, which directs great weight to FTC interpretations: http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0500-0599/0501/Sections/0501.204.html; Fla. Stat. 817.41: http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0800-0899/0817/Sections/0817.41.html.)

17.7. Web accessibility. If the Studio builds or hosts a landing page for the Customer, it will design it aiming at WCAG 2.1 level AA conformance, without warranting compliance with the ADA or any other law. The Customer reviews the content it provides (alt text, captions) and is responsible for accessibility claims about its site. (Note to counsel: the Department of Justice states it has no detailed technical standard for private-business websites (Title III) and mentions WCAG as a reference: https://www.ada.gov/resources/web-guidance/; the 2024 rule requiring WCAG 2.1 AA applies to state and local governments: https://www.federalregister.gov/documents/2024/04/24/2024-07758/nondiscrimination-on-the-basis-of-disability-accessibility-of-web-information-and-services-of-state. Florida case law was not verified.)

18. Limitation of liability

18.1. To the extent the law permits, AMASFLY's total liability to the Customer for any claim relating to the Studio is limited to what the Customer paid to AMASFLY (via Paddle) for the Platform in the [[12]] months preceding the event.

18.2. AMASFLY is not liable for indirect damages, lost profits, loss of opportunities, loss of customers, reputational harm, advertising spend and spend on the Customer's Higgsfield account and on video iterations approved by the Human Reviewer (clause 10.5.1), or decisions of third parties (Meta, AI providers, Paddle, banks).

18.3. Nothing in these Terms excludes or limits liability for willful misconduct or gross negligence, or other liability that the law does not permit to be limited.

(Note to counsel: confirm under Bolivian law the valid scope of these limitations as against "gross negligence" and evaluate the [[12]]-month cap.)

19. Indemnification

19.1. The Customer will indemnify and hold harmless AMASFLY, its partners, employees and subprocessors against third-party claims and penalties arising from: (a) the Customer Content (including lack of rights or consents, and Third-Party Data); (b) the Customer's instructions, approvals and commercial claims; (c) breach of these Terms, the Acceptable Use Policy or Meta's rules. Also against claims of deceptive advertising, use of likeness or unsolicited commercial communications relating to what the Customer approved, provided or sent.

19.2. AMASFLY will defend the Customer against third-party claims alleging that the Platform, as software and excluding the Customer Content and the Generated Content produced from its instructions, infringes that third party's intellectual property rights, subject to the limitation in clause 18. (Note to counsel: assess whether AMASFLY wishes to assume this reciprocal obligation.)

19.3. Procedure: prompt notice, control of the defense by the indemnifying party, and reasonable cooperation.

20. Force majeure

Neither party is liable for failures caused by events beyond its reasonable control, including outages of cloud providers, Meta or payment providers, power or telecommunications failures, and acts of authority.

21. Assignment and subcontracting

The Customer may not assign the contract without AMASFLY's consent. AMASFLY may subcontract the operation of the Platform while remaining responsible for it.

22. Changes to the Terms

22.1. We may change these Terms. We will give at least [[15]] days' notice by email or on the Platform if the change is material. If you do not agree, you may cancel before it takes effect. Changes do not affect amounts already paid, unless they benefit the Customer or the law requires them.

22.2. We keep the version accepted and the date of acceptance.

23. Notices

Notices are sent to the registered email of the Customer and of the Human Reviewer, and by the Customer to [[STUDIO_CONTACT_EMAIL]].

24. Governing law and disputes

24.1. These Terms are governed by the laws of the Plurinational State of Bolivia [[CEO DECISION: see 24.3]].

24.2. The parties will seek to resolve any dispute in good faith through direct negotiation (by email or video call) for [[30]] days.

24.3. [[CEO DECISION. Carola proposes OPTION B for Customers domiciled outside Bolivia (including U.S. Customers) and keeping A for Customers in Bolivia: OPTION A — Courts: failing agreement, the parties submit to the competent judges and courts of Santa Cruz de la Sierra, Bolivia. OPTION B — International arbitration: failing agreement, the dispute is finally resolved by arbitration administered by [[INSTITUTION: e.g., ICDR/AAA, ICC or a Santa Cruz center]], before a sole arbitrator, seated in [[SEAT: e.g., Miami, Florida, or Santa Cruz de la Sierra]], language [[English / Spanish]], hearings by videoconference, expedited and documents-only procedure if the amount is under US$ [[50,000]], and Bolivian substantive law. OPTION C — Defendant's forum: the claimant must sue in the courts of the defendant's domicile (low cost, and judgments are enforceable where the assets are). Submitting to the Florida courts is not recommended: it would force AMASFLY to litigate in the U.S., and enforcement in Bolivia is unverified.]] (Note to counsel: the 1958 New York Convention binds both countries: Bolivia acceded on 28 Apr 1995 (in force 27 Jul 1995) with no reservations, and the U.S. on 30 Sep 1970 (in force 29 Dec 1970), with the reciprocity and commercial-matter reservations (https://uncitral.un.org/en/texts/arbitration/conventions/foreign_arbitral_awards/status2). Law 708 treats arbitration seated outside Bolivia as international and recognizes foreign awards under treaties (arts. 54 and 120; reproduction at https://www.lexivox.org/norms/BO-L-N708.html, check against the Gaceta Oficial). Enforcement of foreign court judgments in Bolivia, or of Bolivian judgments in the U.S., was not verified; arbitration is therefore the most predictable route, although its cost may be high for a monthly subscription (hence Option C). Fla. Stat. 685.101 gives express certainty to a choice of Florida law only for contracts of US$ 250,000 or more (http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0685/Sections/0685.101.html); it does not apply here, and the validity of choosing Bolivian law before a U.S. court is governed by general rules that were not verified.)

24.4. Customers outside Bolivia. Nothing above deprives them of the mandatory rules of their country or state or of the data protection rights the law confers on them, nor limits the powers of the authorities of their country (for example, the FTC or their state Attorney General).

24.5. Urgent measures. Either party may ask any competent court for injunctive relief to protect its intellectual property, confidential information or data, without this contradicting clause 24.3.

24.6. Payments and refunds. Claims about charges, refunds and chargebacks of the subscription are handled with Paddle or the card issuer under Paddle's buyer terms, without this breaching this clause.

24.7. Service of process. The parties agree that notices in the procedure under clause 24.3 may be sent to the registered email, without prejudice to the formalities the law imposes. (Note to counsel: the effect of this agreement on international service was not verified.)

25. General provisions

25.1. Entire agreement: these documents and the Order Form are the entire agreement between the parties. 25.2. Severability: if a clause is invalid, the others remain in force. 25.3. No waiver: failure to exercise a right does not imply waiver of it. 25.4. Languages and versions: these Terms exist in Spanish and English. [[CEO DECISION. Carola recommends: for a Customer that accepts the English version, the English version prevails, because the Customer must be able to understand what it accepts; for the rest, Spanish. Alternative: Spanish always prevails.]] AMASFLY S.R.L. is a Bolivian company. 25.5. No partnership or representation: the parties are independent; AMASFLY acts as the provider of the platform, not as a representative or attorney-in-fact of the Customer before Meta or before third parties, except for actions expressly approved by the Human Reviewer within the Platform. 25.6. [Reserved]

25.7. Sanctions. The Customer represents that it is not located in a country, nor appears on a list, to which Paddle does not provide service because of sanctions. Paddle may reject or suspend sales and payouts for that reason (https://www.paddle.com/help/start/intro-to-paddle/which-countries-are-supported-by-paddle), and clause 11.5 then applies.

26. Contact

Draft — pending final legal review