TERMS AND CONDITIONS

LICENSED APPLICATION END USER LICENSE AGREEMENT

Last updated: June 14, 2026

1. Introduction and Scope

These Terms of Service (“Terms”) and this Licensed Application End User License Agreement (“EULA”) govern your access to and use of the ELITES mobile app, web app, websites, and related services provided by ELITES ATHLETICS LIMITED (“ELITES”, “we”, “us”, or “our”).

IMPORTANT: This EULA is concluded between you and ELITES, and not with Apple, Google, or any other platform provider. ELITES, not Apple or any platform provider, is solely responsible for the Licensed Application and the content thereof.

By accessing or using the Service you agree to these Terms and this EULA. If you do not agree, do not use the Service.

2. Definitions

Service: The ELITES mobile app, web app, websites, and related features (including AI image generation, editing, and content creation tools).
Licensed Application: The ELITES app made available through the Apple App Store, Google Play Store, or other official distribution platforms.
User Content: Photos, images, text, activity data, routes, or other materials you upload, submit, or provide.
Generated Content: Images, posters, or other outputs produced by ELITES using AI, editors, or other means based on User Content and user instructions.
End-User: Any person who accesses or uses the Licensed Application.

3. Scope of License

ELITES grants to you a non-transferable license to use the Licensed Application on any Apple-branded or Android devices that you own or control, as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions and applicable platform terms.

Important limitations:

The Licensed Application may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing, as permitted by the platform.
You may not distribute, sublicense, transfer, or make the Licensed Application available over a network where it could be used by multiple devices simultaneously.
You may not copy, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application.
Except as provided in applicable law or open-source licensing terms, you may not alter, decompile, or circumvent any technological protection measures.

4. Account Responsibility

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. Notify us immediately of any unauthorized use. You represent and warrant that you are at least 13 years old (or the applicable age of digital majority in your jurisdiction) and legally capable of entering into this EULA.

5. User Representations, Warranties and Prohibited Content

By submitting User Content you represent and warrant that:

You own the rights to the content or have obtained all necessary consents, releases, and licenses to permit ELITES to process and generate content from it.
You have the right to grant ELITES the licenses described herein.
Your content does not infringe any third-party intellectual property, privacy, publicity, or other rights.

You must not upload:

Images of third parties (including minors) without appropriate consent
Copyrighted works or other protected content unless you have the right to do so
Illegal, defamatory, pornographic, hateful, harassing, violent, or otherwise unlawful content
Content that infringes third-party intellectual property, privacy, or publicity rights
Content that impersonates, misrepresents, or falsely implies endorsement by a brand, team, or public figure

You must not use the Service to:

Harass, abuse, stalk, threaten, or defame any person or entity
Engage in illegal activities
Violate applicable laws or regulations
Interfere with third-party services or systems

6. AI Processing, Disclaimers and Use of Styles

The Service uses automated and AI technologies to generate images and creative outputs.

AI Output Disclaimer:

AI-generated outputs may differ from sample images or your expectations due to photo quality, lighting, facial clarity, pose, metadata, algorithmic interpretation, or other technical factors.
Generated Content is provided “AS IS” without guarantees of exact replication of any sample or reference.
ELITES does not warrant that Generated Content will meet your expectations or requirements.

Brand and Affiliation Disclaimer:

Any reference to team colors, uniform styles, country motifs, or brand identities does not imply endorsement, sponsorship, or affiliation with any team, brand, organization, or event.
Generated Content featuring such elements is created for personal use only and does not represent an official product or endorsement.

7. Intellectual Property and Licenses

Your Ownership

You retain ownership of your original User Content.

License to ELITES

By submitting User Content, you grant ELITES a limited, non-exclusive, worldwide, royalty-free license to:

Use, reproduce, modify, and process the content solely to provide the Service
Improve and enhance the Service
Perform quality assurance and internal testing
Use for marketing purposes with appropriate anonymization where applicable

This license terminates upon deletion of your content, subject to retention obligations in our Privacy Policy and applicable law.

Generated Content License

Unless otherwise agreed in writing, you are granted a non-exclusive license to use Generated Content for personal, non-commercial purposes only.

Commercial use (resale, merchandising, advertising, or other commercial exploitation) requires a separate written commercial license from ELITES. Please contact us for commercial licensing inquiries.

8. Subscriptions, Free Tier, Billing and Refunds

Free Tier

ELITES may offer a free trial or limited Free Tier for evaluation purposes.

Free Tier access is subject to usage limits and is for personal, non-commercial use only.
ELITES may modify, limit, or revoke Free Tier access at any time without notice.

Premium Subscription

Premium subscription plans and pricing are presented at the time of purchase and incorporated by reference.
Premium features, usage limits, and any commercial rights will be specified at purchase.
You agree to pay all fees and applicable taxes as presented.

Billing and Auto-Renewal

Premium subscriptions auto-renew on a recurring basis unless cancelled.
You may manage, modify, or cancel subscriptions via your account settings or through the platform where you purchased the subscription.
Cancellation prevents future renewals but does not entitle you to a refund for the current billing period.

Refunds and Platform Policies

Refunds are governed by the purchase terms and the refund policies of the platform on which you purchased (Apple App Store, Google Play, etc.).
ELITES may issue refunds in limited circumstances including: billing errors, duplicate charges, or demonstrable technical failures of the Service.
ELITES will not refund purchases resulting from misuse or breach of these Terms.
For App Store purchases: Your purchase and refund terms are subject to the Apple Media Services Terms and Conditions.
For Google Play purchases: Your purchase and refund terms are subject to Google Play’s terms and policies.

Chargebacks and Nonpayment

Initiating a chargeback without first attempting resolution with ELITES may result in suspension or termination of your account.
You remain responsible for all unpaid fees and any costs or fees incurred by ELITES due to nonpayment.

9. Commercial Licensing and Enterprise Use

Free Tier and basic content are for personal, non-commercial use only.

Premium plans may or may not include commercial rights; check plan details at purchase. Any commercial exploitation beyond what is expressly permitted requires a separate written commercial license agreement from ELITES. Enterprise or custom licensing is available by agreement. Contact us at [email protected] for inquiries.

10. Maintenance and Support

ELITES is solely responsible for providing any maintenance and support services with respect to the Licensed Application, as specified in this EULA and as required under applicable law.

You and the End-User must acknowledge that:

Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the Licensed Application.
Any questions, complaints, or support requests should be directed to ELITES, not to Apple or any platform provider.
Platform providers (Apple, Google, etc.) are not responsible for troubleshooting, updates, or technical support for the Licensed Application.

11. Warranty and Disclaimers

NO WARRANTY: You expressly acknowledge and agree that use of the Licensed Application is at your sole risk. To the maximum extent permitted by applicable law:

The Licensed Application and any services provided are provided “AS IS” and “AS AVAILABLE” with all faults and without warranty of any kind.
ELITES disclaims all warranties, express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, quality, and non-infringement.
No oral or written information or advice from ELITES or its authorized representatives shall create a warranty.
ELITES does not guarantee that the Service will be uninterrupted, error-free, secure, or meet your specific requirements.

Warranty Claims and Refunds: Should the Licensed Application fail to conform to any applicable warranty:

You may notify Apple (if purchased through the Apple App Store) or the relevant platform provider.
The platform may refund the purchase price to you in accordance with its refund policy.
To the maximum extent permitted by applicable law, Apple and other platform providers will have no other warranty obligation with respect to the Licensed Application.
Any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be ELITES’ sole responsibility.

12. Product Liability and Third-Party Claims

You and the End-User must acknowledge that ELITES, not Apple or any platform provider, is solely responsible for addressing:

Product Liability Claims: Any claims that the Licensed Application causes harm, injury, or damages.
Regulatory Compliance: Any claims that the Licensed Application fails to conform to applicable legal or regulatory requirements.
Consumer Protection: Claims arising under consumer protection, privacy, data protection, or similar legislation.
IP Infringement Claims: Any claims that the Licensed Application or End-User’s use thereof infringes any third-party intellectual property rights.
HealthKit and HomeKit Claims: Any claims arising from the Licensed Application’s use of Apple HealthKit, HomeKit, or similar frameworks.
Data Privacy and Security: Any claims related to data handling, privacy violations, or unauthorized access to User Content.

ELITES will be solely responsible for:

Investigation of such claims
Defense and settlement negotiations
Payment of damages, costs, and legal fees
Compliance with applicable laws and platform policies

This EULA does not limit ELITES’ liability to the End-User beyond what is permitted by applicable law.

13. Intellectual Property Rights and Infringement

You and the End-User must acknowledge that, in the event of any third-party claim that the Licensed Application or the End-User’s possession and use of that Licensed Application infringes that third-party’s intellectual property rights:

ELITES, not Apple or any platform provider, will be solely responsible for investigation, defense, settlement, and discharge of any such IP infringement claim.
ELITES will defend and indemnify the End-User against such claims to the extent required by law.
Apple and platform providers are not responsible for any IP infringement claims related to the Licensed Application.

14. Indemnification

You agree to indemnify, defend, and hold harmless ELITES and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from:

Your breach of these Terms
Your User Content or use of the Service
Your violation of any applicable law or regulation
Your infringement of any third-party rights
Any claims by third parties related to your use of the Licensed Application

15. Moderation, Enforcement and Takedown Procedure

We may remove or refuse to generate, publish, or distribute any User Content or Generated Content that violates these Terms, applicable law, platform policies, or third-party rights.

Copyright Complaints: For copyright infringement complaints, follow the procedure in Section 17 below. We may suspend or terminate accounts for repeated infringement or serious violations of these Terms.

16. Privacy and Data Use

Our Privacy Policy explains how we collect, use, store, and share personal data. By using the Service, you consent to those practices. We may also collect technical data about your device and system to:

Facilitate software updates
Provide product support
Improve the Service
Enhance our products and services

This information will be used in de-identified form and will not be used to personally identify you unless required by law or with your consent.

17. Copyright Infringement Notice (DMCA)

If you believe your copyrighted work has been used in a way that constitutes infringement, send a written notice to our designated agent containing:

(a) Your signature
(b) Identification of the copyrighted work
© Identification and location of the allegedly infringing material
(d) Your name, address, and contact information
(e) A statement of good-faith belief that use is unauthorized
(f) A statement under penalty of perjury that the information is accurate and you are the copyright owner or authorized agent

Send notices to: [email protected]

Include sufficient detail to allow us to investigate and act promptly.

18. Legal Compliance and Export Control

You represent and warrant that:

You are not located in a country that is subject to a U.S. Government embargo.
You are not located in or a resident of a country designated by the U.S. Government as a “terrorist supporting” country.
You are not listed on any U.S. Government list of prohibited or restricted parties (including the OFAC Specially Designated Nationals List or the Commerce Department’s Denied Persons List).
You will not use the Licensed Application for any purpose prohibited by United States law or the laws of your jurisdiction, including but not limited to the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.

If your circumstances change, you must cease use of the Service immediately.

19. Third Party Terms of Agreement

You must comply with all applicable third-party terms of agreement when using the Licensed Application and Service. For example:

If using ELITES with data from third-party fitness platforms, you must comply with those platforms’ terms.
If integrating with social media or cloud services, you must comply with those services’ terms.
If the Licensed Application accesses your device’s camera, location, or health data, you must comply with any third-party service terms governing that data.

ELITES is not responsible for any violation of third-party terms by End-Users.

20. Limitations of Liability and Disclaimers

To the maximum extent permitted by applicable law:

Liability Caps:

ELITES and its affiliates will not be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, data, revenue, or goodwill.
ELITES’ aggregate liability for all direct damages will be limited to the amount you paid to ELITES in the 12 months preceding the claim, or HKD 800 (or equivalent in your local currency) if you paid nothing.
These limitations apply even if ELITES has been advised of the possibility of such damages or if the above remedy fails of its essential purpose.

Service Availability:

The Service is provided on an “AS IS” and “AS AVAILABLE” basis.
ELITES does not guarantee the Service will be uninterrupted, error-free, or free of viruses or harmful components.
You assume all responsibility for any damage to your device or loss of data resulting from your use of the Service.

Some jurisdictions do not allow the exclusion of implied warranties or limitations on liability for personal injury, so the above limitations may not apply to you.

21. Third Party Beneficiary

You and the End-User must acknowledge and agree that:

Apple Inc., Google LLC, and their respective subsidiaries are third-party beneficiaries of this EULA, to the extent required by their respective terms and policies.
Upon your acceptance of the terms and conditions of this EULA, Apple and other platform providers will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as third-party beneficiaries thereof, particularly regarding compliance with platform usage rules, app store policies, and intellectual property requirements.
Platform providers reserve the right to take action against breaches of this EULA that violate their terms and policies.

22. Termination and Suspension

ELITES may suspend or terminate your access to the Licensed Application:

For violations of these Terms
For breach of platform policies
For non-payment or abuse of the Service
For any reason with notice where required by applicable law

Upon termination:

Your license to use the Service ends immediately.
Any Generated Content you have not downloaded may no longer be accessible.
Provisions that by their nature survive termination (intellectual property, indemnity, limitation of liability, governing law) will continue in full force.

23. Developer Contact Information

ELITES ATHLETICS LIMITED

Email: [email protected]
Phone: +852 53738357
Address: Rm B 7/F LIBERTY MANSION 72 WATERLOO RD Ho Man Tin Hong Kong

All questions, complaints, support requests, or claims with respect to the Licensed Application should be directed to the above contact information. Do not contact Apple, Google, or platform providers for support with the Licensed Application.

24. Governing Law and Dispute Resolution

These Terms and this EULA are governed by the laws of Hong Kong, without regard to its conflict of law principles.

Disputes arising out of or relating to this EULA will be subject to:

The exclusive jurisdiction of the courts of Hong Kong (unless local law permits otherwise)
Or binding arbitration in Hong Kong if both parties agree
Mandatory local jurisdiction for consumers in the European Union or other jurisdictions with non-waivable consumer protection laws

If you are a consumer in an EU country, Switzerland, Norway, or Iceland:

You may bring disputes before the courts of your usual place of residence.
The laws of your country of residence will apply to the extent mandated by consumer protection laws.
You retain all rights granted by applicable EU consumer protection directives.

25. Changes to Terms

We may update these Terms and this EULA from time to time. For material changes:

We will notify you in-app and publish the revised Terms with an effective date.
Continued use of the Service after the effective date constitutes acceptance of the updated Terms.
If you do not agree, you must stop using the Service and cancel your account before the effective date.
Cancellation instructions will be provided in the in-app notice.

26. Severability

If any provision of this EULA is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or if not possible, severed. The remaining provisions will continue in full force and effect.

27. Entire Agreement

This EULA, together with our Privacy Policy and any platform-specific terms, constitutes the entire agreement between you and ELITES regarding the Licensed Application and supersedes all prior agreements, representations, and understandings (whether written or oral).

By downloading, installing, or using the ELITES Licensed Application, you acknowledge that you have read this EULA, understand it, and agree to be bound by all of its terms and conditions.

Last Updated: June 14, 2026