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Terms of Service

Last Updated Date: October 22, 2025

Thank you for choosing to use the Newtake.AI Platform (“Newtake.AI”, or the “Platform”), which includes the Newtake.AI mobile application, desktop software official website, and any other features, functionalities, or services provided now or in the future (collectively the “Services”). The Services are offered by Resonate International INC (“we”, “us”, or “our”), with its registered address at 8 The Green, Suite B, in the City of Dover County of Kent Zip Code 19901, State of Delaware.

1. Your Agreement to these Terms of Services

These Terms of Service (these “Terms” or the “Agreement”), as may be updated from time to time, govern your access to and use of the Platform and Services. They form a legally binding agreement between you and us. For the purposes of these Terms, “you” and “your” refer to you as the end-user of the Services. By accessing or using the Services, you agree to be bound by these Terms. Please read them carefully, particularly the provisions in bolded and ALL CAPS, which highlight key legal terms and conditions. You must accept all the terms and conditions set forth in this Agreement before using the Services. If you do not agree to any part of these Terms, you must immediately stop using the Services and refrain from proceeding further.

Your access to and use of the Services are also subject to our Privacy Policy as well as any additional guidelines or rules that may be made available to you from time to time. The terms of these documents will be posted through our Services or otherwise notified to you, and they are incorporated herein by reference.

2. Changes to these Terms

To improve your experience and ensure the safety and performance of our Services, we may update, enhance, or modify the Services from time to time. We also reserve the right to revise these Terms as necessary to reflect changes in our practices, legal requirements, or business operations. When we make material changes, we will make reasonable efforts to notify you—for example, by posting an update on the Platform or sending a notice to your account email. We will also update the “Last Updated Date” at the top of these Terms to indicate when the changes take effect.

It is your responsibility to review these Terms periodically. Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Services immediately.

3. Account and Registration

3.1 Account Requirements

You agree to use the Services only for lawful purposes and in accordance with this Agreement. You agree not to use the Services:

To access and use many of the Services provided through the Platform—including, for example, the image generation and image posting features of Newtake.AI—you must first register for an account. When creating an account, you must provide accurate, current, complete, and truthful information. You are responsible for maintaining the accuracy of your account information at all times.

3.2 Eligibility

You must be at least 13 years of age, or the minimum age required in your jurisdiction, to use the Services. If you are under the age of 18 (or the age of majority in your jurisdiction), you may only use the Services with the permission and under the supervision of your parent or legal guardian. By using the Services, you confirm that your parent or legal guardian has reviewed and agreed to these Terms with you.

3.3 Account Security and Responsibility

You acknowledge and agree to the following:

  • Account security. You are solely responsible for maintaining the security and confidentiality of your account credentials, including your username and password. You must not share your login information with any third party.
  • Account activity. You are solely responsible for all activities that occur through or under your account. If you are using the Platform or Services on behalf of a business, organization, or other legal entity, you represent and warrant that you are authorized to do so, and all such use shall be deemed to be on behalf of and binding upon that entity.
  • Monitoring. We may, but are under no obligations to, monitor activities occurring under or through your account. We are not liable for any loss or damage arising from any unauthorized access to or use of your account, including but not limited to hacking, misuse, or theft.

We reserve the right to temporarily suspend, permanently terminate, or otherwise restrict your account, with or without notice, at any time and for any reason or no reason, including but not limited to the following circumstances:

  • if you violate any provisions of these Terms or any applicable laws;
  • if, in our sole discretion, your account activity may cause harm to us, other users, or third parties, impair the functionality or security of the Platform or Services, or infringe any third-party rights (including intellectual property rights);
  • In response to lawful requests from law enforcement or regulatory authorities;
  • Due to technical, operational, or security-related issues; or
  • If your account has been inactive for a prolonged period of time.

In cases of permanent suspension or termination, we will make reasonable efforts to notify you in advance and provide an opportunity for you to access and back up your information and content. However, we may withhold such notice if we reasonably determine that providing notice could result in harm to us, our users, affiliates, or third parties, or if we are legally prohibited from doing so.

Subject to your statutory rights under applicable laws, if your account is suspended or terminated, your access to the account and any associated data, content, or materials may be restricted or permanently lost. We do not guarantee the continued availability or recoverability of your content, and you are solely responsible for regularly backing up any content you wish to preserve.

If you no longer wish to use or access the Platform and our Services, you may request to delete your account by contacting us at. Upon termination, your access to the Platform and the Services will be discontinued. We will delete or de-identify your relevant information. You can refer to the Account Deletion Rule to complete your account deletion.

4. User Conduct and Prohibited Activities

4.1 Prohibited Use

You agree to use the Services solely for lawful purposes and only as expressly permitted under these Terms and applicable laws. For purposes of these Terms, “applicable laws” means all laws, regulations, statutes, rules, codes, ordinances, orders, decrees, or other legal requirements enacted, issued, or enforced by any governmental authority, as may be amended from time to time. You shall not use the Services, directly or indirectly:

  • To exploit, harm, or attempt to exploit or harm minors in any manner;
  • To generate or disseminate verifiably false or misleading information with the intent to cause harm;
  • To generate, distribute, or misuse personally identifiable information in a way that could harm an individual;
  • In any manner that infringes, misappropriates, or otherwise violates the intellectual property, privacy, publicity, or other legal rights of any third party;
  • To defame, harass, intimidate, threaten, or otherwise disparage any person or group;
  • For fully automated decision-making processes that may adversely affect an individual’s legal rights or entitlements;
  • In any way intended to discriminate against or harm individuals or groups based on personal characteristics or social behavior, whether online or offline;
  • To exploit any group based on age, social status, physical or mental condition, or other vulnerabilities;
  • To provide medical advice, diagnoses, treatment recommendations, or interpretations of medical results;
  • To generate or use information in connection with the administration of justice, law enforcement, immigration, or asylum proceedings.

4.2 Technical Restrictions

You agree that you will not, and will not permit or encourage any third party to:

  • Copy, reproduce, modify, translate, adapt, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Services, or create any derivative works based on the Services or any portion thereof;
  • Remove, alter, obscure, or tamper with any copyright, trademark, patent, or other proprietary rights notices or labels contained within or displayed by the Services;
  • Sell, license, sublicense, lease, assign, distribute, publicly display, publicly perform, transmit, transfer, or otherwise commercially exploit any part of the Services without our express prior written consent;
  • Use any robot, spider, scraper, crawler, or other automated means or technologies to access, extract, harvest, or otherwise collect information or data from the Services for any purpose;
  • Upload, transmit, or distribute any viruses, worms, trojan horses, ransomware, spyware, or any other malicious code, software, or technology intended to damage or interfere with the functionality, integrity, or security of the Services, any system, or data;
  • Interfere with, disrupt, or attempt to gain unauthorized access to the operation of the Services, the servers or networks connected to the Services, or any user accounts, including by circumventing or attempting to circumvent security, authentication, or other protective measures.

We reserve the right, at any time and without prior notice, to remove or disable access to any content or material at our sole discretion, for any reason or no reason. This includes content that we, in our sole judgment, find to be objectionable, in violation of these Terms, in breach of applicable law, or otherwise harmful to the Platform, the Services, or our users. You understand and acknowledge that any violation of these Terms or applicable laws may result in civil, criminal, or administrative liability. We further reserve the right to take any action we deem appropriate in response to such violations, including, without limitation, reporting the matter to law enforcement authorities, suspending or terminating your account and access to the Services, and pursuing any other remedies available to us under law or equity.

5. Content and License

5.1 Content

You may provide input to the Services (“Input”), and receive output generated by the Services based on that Input (“Output”). Together, Input and Output are referred to as “Content”. Content may include, without limitation, prompts, text, URLs, code, images, videos, data, datasets, documentation, or any other materials or information you submit to or receive from the Services.

5.2 Ownership of Content

Subject to applicable law and the rights granted under these Terms:

  • (a) You retain all ownership rights, including copyright, in your Input; and
  • (b) As between you and us, you own the Output generated by the Services in response to your Input.

To the extent we may hold any rights in the Output, we hereby assign to you all right, title, and interest we may have in and to such Output, subject to your compliance with these Terms and applicable law.

5.3 License Grant to Us

By using the Services and submitting or generating Content, you grant to us and our affiliates, service providers, developers, and, where applicable, our third-party partners and end users, a non-exclusive, worldwide, royalty-free, sublicensable, transferable, irrevocable, and perpetual license to use your Content solely to the extent necessary to:

  • Operate, provide, maintain, improve, and develop the Services;
  • Ensure the functionality, security, and integrity of the Services;
  • Comply with applicable laws, regulations, legal obligations, or law enforcement requests;
  • Enforce our Terms, policies, and rights.

For purposes of this Section, “use” includes, without limitation, the right to reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly display, publicly perform, and otherwise exploit the Content, only to the extent necessary for the purposes described above.

5.4 Representations and Warranties

By accessing or using the Services, you represent and warrant that:

  • You have all necessary rights, licenses, consents, and permissions to provide Input to the Services and to grant the rights set forth in these Terms;
  • You are solely responsible for Your Content, including its legality, reliability, accuracy, and appropriateness, and for ensuring that it does not violate these Terms, applicable laws, or Newtake.AI’s Privacy Policy;
  • Newtake.AI does not and cannot guarantee the legality, appropriateness, accuracy, or completeness of any content generated through the Services based on your Input;
  • Your Content, and your use of the Services as contemplated in these Terms, does not and will not:
    • Violate any applicable law, regulation, or third-party rights;
    • Require Newtake.AI to obtain any additional licenses or consents;
    • Require the payment of any royalties, fees, or other compensation to any third party; or
    • Require any attribution or acknowledgment of any third party.

5.5 Disclaimer Regarding Artificial Intelligence Output

Artificial intelligence and machine learning are complex and continually evolving technologies. While we strive to improve the accuracy, reliability, safety, and usefulness of our Services, you acknowledge and agree that the Services may produce content that is imprecise, incomplete, outdated, or otherwise inaccurate due to the inherent limitations of these technologies. By using the Services, you understand and agree to the following:

  • Output Is Not Guaranteed to Be Accurate. The Output generated by our Services may not always reflect real people, places, facts, or current events. You should not treat Output as factual, authoritative, or a substitute for professional judgment or advice.
  • Independent Evaluation Is Required. You are solely responsible for evaluating the accuracy, completeness, legality, and appropriateness of any Output for your specific use case. Where the Output may affect real-world decisions or actions, human review and verification are strongly recommended.
  • No Use for High-Stakes Decisions. You may not use any Output relating to an identifiable individual in a manner that could have a legal, financial, reputational, or material impact on that person. This includes, but is not limited to, decisions concerning credit, education, employment, housing, insurance, medical care, legal matters, or other areas with significant personal consequences.
  • Views Not Endorsed. The Output generated by the Services is produced algorithmically and does not represent the views, values, or opinions of us, even if it appears to make statements about sensitive topics. The presence of references to third-party products, services, or entities in Output does not imply any endorsement, affiliation, or relationship with such third parties.

6. Paid Services and Payments

6.1 Paid Services

Depending on your region and the specific Services available to you, we may offer certain features or functionalities free of charge (“Free Services”), while others may require payment before access is granted (“Paid Services”). Paid Services may include, but are not limited to, Newtake.AI Starter, Newtake.AI Basic, Newtake.AI Pro, and any other premium offerings made available on the Platform. Whether you are using Free Services or purchasing or subscribing to Paid Services, you agree to use the Services only in compliance with these Terms and all applicable laws and regulations. The scope, features, pricing, and applicable terms of each Paid Service are described in detail on the corresponding product or purchase page within the Platform. You are responsible for reviewing those details before purchasing or subscribing. Unless otherwise required by applicable law in your jurisdiction, we reserve the right, in our sole discretion, to modify or discontinue any part of the Services at any time, including by:

  • Adjusting the features or functionality available in Free or Paid Services;
  • Changing the pricing, subscription models, or billing practices for Paid Services;
  • Introducing new services or discontinuing existing ones.