Welcome and thank you for your interest in AI Likeness (“Company”, “us”, “our”, and “we”) and in our website (located at www.tavus.io) and SaaS Services (the “Site”) and any other associated websites and subdomains, networks, products and services on which a link to these Terms is displayed. The Site is a copyrighted work belonging to Company. These Terms of Use (these “Terms”) set forth the legally binding terms and conditions between you and Company governing your access to and use of the Site. Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features (“Supplemental Terms”). All such Supplemental Terms, including our Privacy Policy, are incorporated by reference into these Terms. If these Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such features. Notwithstanding the foregoing, Company’s provision of, and your access to and use of, the software-as-a-service offering accessed at the Site for the generation of personalized videos and other content, together with the associated documentation (“SaaS Services”) is governed by the terms and conditions of the AI Likeness Software as a Service Agreement (“SaaS Agreement”), which will be a separate agreement between you and Company if you subscribe for the SaaS Services (or between your organization and Company if your organization subscribes for the SaaS Services) and which will supersede these Terms to the limited extent of any inconsistency or conflict.

BY CLICKING “I ACCEPT”, OR OTHERWISE ACCESSING OR USING THE SITE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF THE INDIVIDUAL ENTERING INTO THESE TERMS OR OTHERWISE ACCESSING OR USING THE SITE IS DOING SO ON BEHALF OF, OR WITHIN HIS OR HER CAPACITY AS A REPRESENTATIVE, AGENT, OR EMPLOYEE OF, AN ENTITY, SUCH INDIVIDUAL AND SUCH ENTITY: (1) AGREE THAT THE TERMS “YOU” AND “YOUR” AS USED HEREIN APPLY TO SUCH ENTITY AND SUCH INDIVIDUAL; AND (2) REPRESENT AND WARRANT THAT THE INDIVIDUAL ENTERING INTO THESE TERMS HAS THE POWER, RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS ON BEHALF OF SUCH ENTITY. YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THESE TERMS IF YOU ARE NOT ELIGIBLE (AS DESCRIBED IN SECTION 1.1 BELOW). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, YOU MAY NOT ACCESS AND/OR USE THE SITE. THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 11.2) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. PLEASE NOTE THAT THESE TERMS ARE SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME. See Section 11.1 of these Terms for further information about changes to these Terms. PLEASE REGULARLY CHECK OUR WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1. ACCOUNTS 1.1 Eligibility. You must be at least eighteen (18) years old to use the Site. By agreeing to these Terms, you represent and warrant to us that you are at least eighteen (18) years old.

1.2 Account Creation. In order to use certain features of the Site, you must (i) register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form, or (ii) have a valid account on a social networking service (“SNS”) through which the user has connected to the Site (each such account, a “SNS Account”). In registering an Account, you agree, represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) you will not create an Account using a false identity or information, or on behalf of someone other than yourself. You may delete your Account at any time, for any reason, by following the instructions on the Site. Company may suspend or terminate your Account in accordance with Section 8.

1.3 Access through a SNS. If you access the Site through a SNS as part of the functionality of the Site, you may link your Account with SNS Accounts by allowing Company to access your SNS Account, as is permitted under the applicable terms and conditions that govern your SNS Account. You represent that you are entitled to grant Company access to your SNS Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your SNS Account and without obligating Company to pay any fees or making Company subject to any usage limitations imposed by such SNS. By granting Company access to any SNS Accounts, you understand that Company may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and other materials accessible through the Site (collectively, “Content”) that you have provided to and stored in your SNS Account (“SNS Content”) so that it is available on and through the Site via your Account. Unless otherwise specified in these Terms, all SNS Content shall be considered to be your User Content (as defined in Section 3.1) for all purposes of these Terms. Depending on the SNS Accounts you choose and subject to the privacy settings that you have set in such SNS Accounts, personally identifiable information that you post to your SNS Accounts may be available on and through your Account on the Site. Please note that if a SNS Account or associated service becomes unavailable, or Company’s access to such SNS Account is terminated by the SNS, then SNS Content will no longer be available on and through the Site. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SNS PROVIDERS ASSOCIATED WITH YOUR SNS ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SNS PROVIDERS, AND COMPANY DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH SNS PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH SNS ACCOUNTS. Company makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Company is not responsible for any SNS Content.

1.4 Account Responsibilities. You are responsible for maintaining the secrecy of your Account login details and are entirely accountable for all actions taken under your Account. You commit to promptly inform AI Likeness of any unauthorized access, or suspected unauthorized access to your Account or any other security violations. AI Likeness will not be held responsible for any losses or damages resulting from your inability to adhere to the aforementioned obligations.

2. ACCESS TO THE SITE

2.1 Access and Use.
Under these Terms, AI Likeness grants you a limited, non-exclusive, revocable, non-transferable right to use the Site for your business purposes, subject to any restrictions set by AI Likeness.

2.2 User Conduct and Restrictions.
The Site is for your business use only. Your rights under these Terms come with the following conditions:

• Don’t commercially use the Site or its content.
• Don’t frame or use framing techniques on any part of the Site.
• Don’t use hidden text with AI Likeness’s name or trademarks.
• Don’t try to access the Site’s source code or other hidden elements.
• Don’t create programs or websites that compete with the Site.
• Don’t distribute the Site’s content or make it available to third parties.
• Only your employees can access your Account.
• Don’t harm the Site or interfere with its use.
• Don’t send unauthorized or harmful content to or from the Site.
• Don’t disrupt the Site or its networks.
• Don’t bypass the Site’s security.
• Don’t remove any proprietary notices from the Site.
• Don’t mimic the Site’s appearance or functions.
• Don’t conduct or publish tests on the Site.
• Don’t post content that violates rights or is inappropriate.
• Don’t post unauthorized ads or impersonate others on the Site.
• Don’t introduce harmful code to the Site.
• Don’t remove or destroy proprietary markings on the Site.
• Use the Site only as allowed in these Terms.

All future updates or changes to the Site will be under these Terms.

2.3 Changes to the Site.
AI Likeness can change or stop the Site at any time. AI Likeness isn’t responsible for any effects of these changes.

2.4 Support.
Unless you’ve subscribed to specific services, AI Likeness doesn’t have to provide support for the Site.

2.5 Ownership.
Except for your content, all intellectual property in the Site belongs to AI Likeness or its partners. Using the Site doesn’t give you any ownership rights. All rights not given in these Terms are reserved by AI Likeness. The AI Likeness name, logos, and related marks are trademarks of AI Likeness. Other trademarks on the Site belong to their owners.

3. USER CONTENT AND FEEDBACK

3.1 User Content.
“User Content” is content you submit to the Site, but doesn’t include content from AI Likeness or its software. You’re responsible for your User Content. AI Likeness doesn’t have to back up User Content.

3.2 License to User Content.
You keep ownership of your content, but you give AI Likeness permission to use it for the Site.

3.3 Feedback.
You can give feedback to AI Likeness, but AI Likeness isn’t obligated to keep it confidential. You give AI Likeness permission to use your feedback for the Site and its business.

3.4 Your Promises.
You promise that you have the right to share your User Content and Feedback and that you’ll follow all laws.

4. INDEMNIFICATION

You’ll protect AI Likeness from any costs or damages related to your use of the Site, your content, breaking these Terms, or breaking any laws.

5. OTHER USERS

5.1 Other Users.
Each user is responsible for their content. AI Likeness isn’t responsible for other users’ content or actions.

5.2 Release.
You release AI Likeness from any claims related to the Site or other users, except for claims related to AI Likeness’s wrongful actions.

6. DISCLAIMERS

The Site is provided as-is. AI Likeness doesn’t promise that the Site will be uninterrupted, error-free, or safe.

7. LIMITATION ON LIABILITY

AI Likeness’s liability is limited to $50. AI Likeness isn’t responsible for indirect damages or losses.

8. TERM AND TERMINATION

Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Site will terminate immediately. Company will not have any liability whatsoever to you for any termination of your rights under these Terms.

9. COPYRIGHT POLICY

Company respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are repeat infringers of intellectual property rights, including copyrights.

If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

• Your physical or electronic signature;
• Identification of the copyrighted work(s) that you claim to have been infringed;
• Identification of the material on our services that you claim is infringing and that you request us to remove;
• Sufficient information to permit us to locate such material;
• Your address, telephone number, and e-mail address;
• A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

The designated Copyright Agent for Company is:

Designated Agent: Quinn Favret Address of Agent: 2101 CityWest Blvd, Houston TX 77042 Telephone: 248.709.4196 Fax: Email: QUINN@TAVUS.IO

10. THIRD PARTY PAYMENT PROCESSOR

Company uses Stripe, Inc. and Recurly, Inc. and their respective affiliates as third party service providers for payment services (e.g. card acceptance, merchant settlement, and related services)(each, a “Third Party Payment Processor”). You agree to be bound by Stripe’s privacy policy (currently accessible at https://stripe.com/privacy) and its terms of service (currently accessible at https://stripe.com/us/terms), or Recurly’s privacy policy (currently accessible at https://recurly.com/legal/privacy) and its terms of service (currently available at https://recurly.com/legal/terms/), as applicable, and you hereby consent and authorize Company and Stripe or Recurly, as applicable, to share any information and payment instructions you provide with one or more Third Party Payment Processor(s) to the minimum extent required to complete your transactions.

11. GENERAL

11.1 Changes.

These Terms are subject to occasional revision. If we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

 

11.2 Dispute Resolution:

• All disputes between you and AI Likeness will be settled through binding and confidential arbitration.
• Arbitration will be subject to the Federal Arbitration Act and will be conducted by either the American Arbitration Association (“AAA”) or JAMS.
• You are giving up your right to go to court, except for small claims court.
• Class or collective arbitrations are not allowed.
• Claims related to intellectual property rights will be exclusively brought in courts located in Houston, Texas.
• The laws of the State of Texas will govern any controversies or disputes.

11.3 International Users:

• The Site is controlled by AI Likeness from the U.S. and may not be appropriate or available for use in other locations.

11.4 Export:

• The Site may be subject to U.S. export control laws.

11.5 Customer Complaints:

• California residents can report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs.

11.6 Electronic Communications:

• Communications between you and AI Likeness are electronic. This satisfies any legal requirement that such communications would satisfy if they were in hardcopy writing.

11.7 Monitoring and Enforcement:

• AI Likeness has the right to monitor, review, and enforce rules on the Site, including removing or refusing to post User Content.

11.8 Entire Terms:

• These Terms constitute the entire agreement between you and AI Likeness regarding the use of the Site.

11.9 Copyright/Trademark Information:

• All trademarks, logos, and service marks on the Site are property of AI Likeness or third parties. Unauthorized use of these Marks is prohibited.

11.10 Contact Information:

• Provides the contact details for AI Likeness. Address: 2101 CityWest Blvd, 1st Floor, Houston Texas 77042 Email: team@ailikeness.co