Last Updated: June 9, 2026
Please read this Terms of Use agreement (these "Terms of Use") carefully. This website and its subdomains (collectively, the "Website"), the information on the Website, any company mobile application ("App"), and the services and resources available or enabled via the Website or the App (each a "Service" and collectively, the "Services"), are controlled by The Base Holding Company d/b/a Vaya AI ("Vaya", "we" or "our"). These Terms of Use, along with all supplemental terms that may be presented to you for your review and acceptance (collectively, the "Agreement"), govern your access to and use of the Services. By completing the registration process, browsing the Website, downloading or using the App, or otherwise accessing or using any of the Services, you represent that (a) you have read, understand, and agree to be bound by the Agreement, (b) you are at least eighteen (18) years old and of legal age to form a binding contract with Vaya, and (c) you have the authority to enter into the Agreement personally or on behalf of the legal entity identified during your Account registration process (as described in Section 2.1 (Registering Your Account)), and to bind that legal entity to the Agreement. The term "you" refers to the individual or such legal entity, as applicable. If you, or if applicable, such legal entity, do not agree to be bound by the Agreement, you, and if applicable, such legal entity, may not access or use any of the Services.
PLEASE BE AWARE THAT SECTION 13 (DISPUTE RESOLUTION) OF THE AGREEMENT BELOW CONTAINS PROVISIONS GOVERNING HOW ANY DISPUTES BETWEEN US WILL BE RESOLVED. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (i) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (ii) YOU ARE WAIVING YOUR RIGHT TO PURSUE CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
Please note that the Agreement is subject to change by Vaya in its sole discretion at any time. When changes are made, Vaya will make a copy of the updated Agreement available at the Website and update the "Last Updated" date at the top of these Terms of Use. If we make any material changes to the Agreement, we will provide notice of such material changes on the Website and attempt to notify you by sending an email to the email address provided during your Account registration (as described in Section 2.1 (Registering Your Account)). Any changes to the Agreement will be effective immediately for new users of the Services and will be effective for existing Registered Users (as defined in Section 2.1 (Registering Your Account)) upon the earlier of (1) thirty (30) days after the "Last Updated" date at the top of these Terms of Use; or (2) your consent to and acceptance of the updated Agreement if Vaya provides a mechanism for your immediate acceptance in a specified manner (such as a click-through acceptance), which Vaya may require before further use of the Services is permitted. If you do not agree to the updated Agreement, you must stop using all Services upon the effective date of the updated Agreement. Otherwise, your continued use of any portion of the Services after the effective date of the updated Agreement constitutes your acceptance of the updated Agreement. Please regularly check the Website to view the then-current Agreement. You agree that Vaya's continued provision of the Services is adequate consideration for the changes in the updated Agreement.
1. USE OF THE SERVICES
About Vaya AI Platform
The Services revolve around a platform designed to facilitate the creation and exploration of AI models and AI-generated media. Users of the Services ("Users") may be able to generate images ("Generated Images") based on such Users' input ("Prompts") through use of the Services, as well as upload, share, and discover custom machine learning models ("Models") to generate art or media.
Access to the Services
Subject to your compliance with the Agreement, Vaya grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for lawful purposes.
App License
Subject to your compliance with the Agreement, Vaya grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use a copy of the App and to run such copy of the App solely for your own personal or internal business purposes. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an "App Store Sourced Application"), you will only use such App Store Sourced Application (a) on an Apple-branded product that runs iOS (Apple's proprietary operating system); and (b) as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this Section 1.3 (App License), with respect to any App accessed through or downloaded from the Google Play store (a "Google Play Sourced Application"), you may have additional license rights with respect to use of such Google Play Sourced Application on a shared basis within your designated family group.
Certain Restrictions
The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit any portion of the Services; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other parts of the Services (including images, text, page layout, or form); (c) you shall not use any metatags or other "hidden text" using Vaya's name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to "scrape" or download data from any web pages contained in the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services shall be subject to the Agreement. Vaya, its suppliers, and its service providers reserve all rights not granted in the Agreement.
Updates
You understand that the Services are evolving. As a result, Vaya may require you to accept updates to the App that you have installed on your mobile device. You acknowledge and agree that Vaya may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services.
Vaya Communications
By entering into the Agreement or using the Services, you agree to receive communications from us, including via text message, calls, email, and push notification. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from us may include but are not limited to operational communications concerning your Account (as defined in Section 2.1 (Registering Your Account)) or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning Vaya and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT "END" TO THE NUMBER OR SHORT CODE FROM WHICH YOU RECEIVED SUCH CALLS OR TEXTS FROM THE MOBILE DEVICE RECEIVING SUCH MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM US (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD "STOPALL" TO THE NUMBER OR SHORT CODE FROM WHICH YOU RECEIVED SUCH CALLS OR TEXTS FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE SERVICES.
2. REGISTRATION
Registering Your Account
In order to access certain features of the Services, you may be required to become a Registered User. For purposes of the Agreement, a "Registered User" is a User who has registered an account with Vaya through the Services ("Account"), or has an account with the provider of the App for such User's mobile device.
Registration Data
In registering an Account, you agree to (a) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the "Registration Data"); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Services under the laws of the United States, your place of residence, or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by any other persons, including minors, and you will accept full responsibility for any such unauthorized use. You may not share your Account login or password with anyone, and you agree to (1) notify Vaya immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Vaya has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current, or incomplete, Vaya has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. Vaya reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party's rights. You agree not to create an Account or use the Services if you have been previously removed by Vaya, or if you have been previously banned from any of the Services.
Your Account
Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Vaya.
3. RESPONSIBILITY FOR CONTENT
Types of Content
You acknowledge that all Models, Prompts, Generated Images, information, data, text, software, music, sound, photographs, graphics, video, messages, tags, and other materials accessible through the Services (collectively, "Content") is the sole responsibility of the party from whom such Content originated. This means that you, and not Vaya, are entirely responsible for all Content that you upload, post, transmit, or otherwise make available through the Services ("Your Content"), and that you and other Users, and not Vaya, are similarly responsible for all Content that you and they make available through the Services ("User Content").
No Obligation to Pre-Screen Content
You acknowledge that Vaya has no obligation to pre-screen User Content, although Vaya reserves the right in its sole discretion to pre-screen or refuse any User Content. In the event that Vaya pre-screens or refuses any of Your Content, you acknowledge that Vaya will do so for Vaya's benefit, not yours.
Content Moderation
Vaya does not control and does not have any obligation to monitor: (a) User Content; (b) any Content made available by third parties; or (c) the use of the Service by its Users. Notwithstanding the foregoing, by entering into the Agreement, you hereby provide your irrevocable consent to Vaya's monitoring of Your Content. If at any time Vaya chooses to monitor or moderate any Content, Vaya nevertheless assumes no responsibility or liability for Content or any loss or damage incurred as a result of the use of Content. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.
Vaya's Right to Remove Content
Vaya shall have the right to remove any of Your Content that violates the Agreement or is otherwise objectionable. Without limiting the foregoing, Vaya reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates the Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Users or the public, or could create liability for Vaya; (c) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and/or (d) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this Agreement.
Prohibited Content
Vaya may block, filter, mute, remove, or disable access to any User Content uploaded to or transmitted through the Service without any liability to the User who posted such User Content to the Services or to any other Users. The following User Content is expressly prohibited:
Content depicting or intended to depict minors (under eighteen (18) years of age) in a mature context;
Content promoting illegal or violent activities, including, but not limited to: child abuse or exploitation; rape or domestic abuse; illegal substances or product sales requiring permits/licenses (e.g., pharmaceuticals, narcotics, firearms); fraud, deception, or false impersonation; brutal fights, graphic injuries, or human death; graphic violence or bestiality; or
Content falsely labeled as having been created or endorsed by another individual, or impersonates another individual without such individual's express consent.
Content that infringes, misappropriates, or otherwise violates any third-party intellectual property rights, including copyrighted text, images, designs, or other materials used without the rights holder's permission.
Any Content that violates one of the terms above but has been self-censored using black bars, blurring, or other means may also be removed by Vaya in its sole discretion.
Reporting
You are encouraged to report any inappropriate User Content that violates the Agreement or Vaya's published policies. Reports can be submitted through the "Report" feature within the App, and should include relevant information to assist in the investigation. Vaya reserves the right to suspend or terminate the Accounts of Registered Users who are found to be in violation of the Agreement or Vaya's published policies.
Storage
Vaya has no obligation to store any of Your Content. Vaya has no responsibility or liability for the deletion or accuracy of any User Content, including Your Content; the failure to store, transmit, or receive transmission of any User Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. If such Content visibility restrictions are available, you are solely responsible for choosing the appropriate level of access to Your Content. If you do not so choose, the Services may default to the most permissive setting. You agree that Vaya retains the right to create reasonable limits on Vaya's use and storage of User Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits as determined by Vaya in its sole discretion.
4. USER CONDUCT
Acceptable Use Policy
As a condition of use, you agree not to use any of the Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) either (a) take any action; or (b) make available any Content on or through the Services that: (i) infringes, misappropriates, or otherwise violates any intellectual property right, right of publicity, right of privacy, or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, or obscene; (iii) constitutes unauthorized or unsolicited advertising, junk, or bulk email; (iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Vaya's prior written consent; (v) impersonates any person or entity, including any employee or representative of Vaya; (vi) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by the Agreement; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other User, host or network, including by means of overloading, "flooding," "spamming," "mail bombing," or "crashing" the Services.
Interactions With Other Users
User Responsibility. You are solely responsible for your interactions with other Users and any other parties with whom you interact through or in connection with the Services; provided, however, that Vaya reserves the right, but has no obligation, to intercede in such disputes. You agree that Vaya will not be responsible for any liability incurred as the result of such interactions.
Content Provided by Other Users. The Services may contain User Content provided by other Registered Users. Vaya is not responsible for and does not control User Content. Vaya has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Registered Users at your own risk.
5. OWNERSHIP
Services
Except with respect to Your Content and other User Content, you agree that Vaya and its suppliers own all rights, title, and interest in the Services (including but not limited to, any computer code, themes, objects, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and software). You agree not to remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying any Services.
Trademarks
Vaya's name and all related stylizations, graphics, logos, service marks, and trade names used on or in connection with any Services are the trademarks of Vaya and may not be used without permission in connection with your, or any third-party, products, or services. Third-party trademarks, service marks, and trade names that may appear on or in the Services are the property of their respective owners.
Your Content
Vaya does not claim ownership of Your Content. However, when you post or publish Your Content on or in any Services, you represent that you own or have all necessary rights to post or publish Your Content on or in the Services. You represent and warrant that you own or otherwise control all of the rights to Your Content as described in this Agreement including, without limitation, all the rights necessary for you to provide, post, upload, input or submit such Content. Without limiting the foregoing, by providing Your Content via the Services, you represent and warrant to Vaya that:
you are the creator and owner of Your Content, or have the necessary licenses, rights, consents, and permissions to authorize Vaya and Users in the manner contemplated by Vaya, the Services, and the Agreement;
Your Content, and the posting or other use of Your Content as contemplated by the Agreement, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity, or other property rights of any other person; or (iii) cause Vaya to violate any law or regulation or require us or any Users to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and
Your Content could not be deemed by a reasonable person to be harassing, threatening, hateful, or otherwise inappropriate.
License to Your Content
Subject to any applicable Account settings that you select, you grant Vaya a fully paid, royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Services to you and to our other Users. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any "public" area of the Services. You agree that you, not Vaya, are responsible for all of Your Content. You may not post a photograph of another person without that person's permission.
Username
Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the Services, you hereby expressly permit Vaya to identify you by your username (which may be a pseudonym) as the contributor of Your Content.
Feedback
You agree that submission of any ideas, suggestions, documents, and/or proposals to Vaya through its suggestion, feedback, wiki, forum, or similar pages ("Feedback") is at your own risk and that Vaya has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Vaya a fully paid, royalty-free, perpetual, irrevocable, worldwide, and non-exclusive right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or Vaya's business.
6. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
It is Vaya's policy to terminate Account privileges of any Registered User who repeatedly infringes copyright upon prompt notification to Vaya by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone number and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Contact information for Vaya's Copyright Agent for notice of claims of copyright infringement is as follows: Copyright Manager, The Base Holding Company,193 Hadyek Aharam, Cairo, Egypt. Email: dmca@Vayai.me.
7. THIRD-PARTY SERVICES
Third-Party Services and Linked Websites
Vaya may provide tools through the Service that enable you to export information, including User Content, to third-party services, including through features that allow you to link your Account on the Service with an account on the third-party service, or through our implementation of third-party buttons (such as "like" or "share" buttons); provided, however, that you will not use the export functionality in violation of any license terms associated with such User Content. By using one of these tools, you hereby authorize Vaya to transfer that information to the applicable third-party service. Third-party services are not under Vaya's control, and, to the fullest extent permitted by law, Vaya is not responsible for any third-party service's use of your exported information. Once Content sharing occurs, Vaya will have no control over the information that has been shared. When you click on a link to a third-party service, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Linked websites are not under Vaya's control, and Vaya is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. Vaya provides these third-party services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such third-party services, or any product or service provided in connection therewith. You use all links in and to such third-party services at your own risk.