TERMS AND CONDITIONS (US)
These terms and conditions ("Terms") govern the relationship between you, as a visitor and/or user of our platform – Metaphysic Pro (the "Platform") and us, METAPHYSIC LIMITED, with a location at Fifth Floor, The Terrace, 76 Wardour Street, London, United Kingdom, W1F 0UR ("we", "us" or "our").
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND US ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMITS CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN SECTION 15 OF THESE TERMS.
By agreeing to these Terms during the registration process and by using our Platform, you accept these Terms and agree to comply with them. If you do not agree to these Terms, you must not use our Platform.
We may make changes to these Terms from time to time and will inform you about such changes. Your continued use of our services after you have been informed about a revised version of these Terms constitutes your binding acceptance of the revised Terms.
In the event that you and we have entered into a separate written agreement, that separate agreement will control to the extent of any conflict with any provision of these Terms.
These Terms were last updated June 1, 2023.
1. Our Services
You need to create an account via our Platform ("Account") to use our services. Many of our services require a paid subscription ("Subscription"). A Subscription may include one or more services. Some of our services require a Subscription to other services, so you may not be permitted to subscribe to certain services unless you have an active Subscription to other services.
Our Platform enables you to build and store a library of visual and/or audio datasets, including (1) data submitted by you to the Platform (e.g., your email, your user data, audio recordings including of your voice, video and image(s) of you and any of your personal features and attributes, and video and image(s) captured by you that depict your private spaces and personal experiences) ("User Submitted Data"), (2) data you own that is captured by a third party service or production ("Other Owned Data"), and (3) raw data that represents your likeness and voice captured by Metaphysic (or its third party data capture partners) ("Metaphysic Captured Data"). User Submitted Data, Other Owned Data and Metaphysic Captured Data are, together and separately, "Your Data".
Metaphysic may process Your Data to create customized datasets that are appropriate to train generative AI and other models ("Your Processed Datasets"). You will be responsible for deciding which data to maintain on our Platform and to which subscription package of ours you will maintain a Subscription.
You are the owner of Your Data and Your Processed Datasets.
We may use Your Data and Your Processed Datasets to create a photorealistic AI-generated likeness and an accurate AI-generated rendition of your voice (together and separately, your "Photoreal AI Character"). Additionally, Metaphysic may assist you in creating a video that features your Photoreal AI Character ("Your AI Character Video"). You own Your AI Character Video. Your AI Character Video and any datasets that we extract from Your AI Character Video for the purpose of creating your AI-generated likeness and voice, once submitted to the Platform, are part of Your Data. At your request and expense, with assistance from your legal representatives, we may also submit Your AI Character Video to the U.S. Copyright Office or your national or multinational copyright office on your behalf to seek a registration in respect of any then-currently applicable intellectual property rights therein, as further set forth in Section 6 below.
On our Platform, you may request that we submit Your Video Clip for copyright registration. In such an event, you agree to pay the fees for such services that we set forth on our website, which may change from time to time.
On our Platform, we may offer you the ability to grant third parties access to Your Data and Your Processed Datasets, or to download all or any part of Your Data or Your Processed Datasets for use on other platforms, subject to these Terms. We may require you to enter into a separate subscription, purchase or use agreement in order to obtain the right to download Your Data and/or Your Processed Datasets.
By using our services, you agree to pay the fees for a Subscription and all other fees for our services set forth on our website at pro.metaphysic.ai. We may use a third-party payment service to bill you through an online account for your fees, as applicable, in lieu of directly processing your credit card information. By submitting your payment account information ("Your Payment Information"), you grant us the right to store and process your information with the third-party payment service, which may change from time to time; you agree that we will not be responsible for any failure of the third party to adequately protect such information. The processing of payments will be subject to the terms, conditions and privacy policies of such third-party payment service in addition to these Terms. You agree that we may change the third-party payment service and move your information to other service providers that encrypt your information using transport layer security or comparable security technology. Other than as may be expressly set forth on our Platform as updated from time to time, we have no obligation to provide refunds or credits, but may grant them in certain circumstances in our sole discretion.
We may update our services or fees at any time. Any update to our fees for a Subscription shall apply following the end of your then-current term of your Subscription. Any other update to our fees shall apply immediately. We may add or remove features including, without limitation, making free services paid services and vice versa. We will endeavour to give you appropriate advance notice about any major changes, although you understand that we may stop, suspend or change our services at any time without prior notice.
The sole use of the Photoreal AI Character shall be as it is embodied in Your Character Video for the purpose of seeking copyright registration as set forth in Sections 1 and 6 herein.
We offer a paid Platform. You can learn more about our various subscription offerings at metaphysic.ai/pro. Pricing may vary by location and will be based on the billing information you provide us at the time of purchase.
You may sign up for either a monthly or annual subscription. Your subscription will automatically renew on a monthly or annual basis, as applicable. You may terminate your subscription at any time. If you terminate your subscription, you will not receive a refund or credit for any amounts that have already been billed.
Your subscription fees are inclusive of all taxes unless otherwise specified in an agreement with Metaphysic, within the Platform or on an applicable invoice. Tax rates are calculated based on the billing information you provide and the applicable tax rate at the time of your subscription charge.
We reserve the right to change its prices at any time. If you are on a subscription plan, changes to pricing will not apply until your next renewal or thirty (30) days after notice, whichever is later.
4. Your Responsibility for Submissions
You are solely responsible for all submissions of Your Data or any other data you elect to store on the Platform. . You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data. Your Data submitted must be your data and not the data of any third party. You represent and warrant that you own all Your Data and/or that you have all rights necessary to grant us the rights in Your Data contemplated by these Terms. You also represent and warrant that (a) Your Data; (b) your use and provision of Your Data to be stored on, and made available through, our Platform; and (c) any use of Your Data by us on or through our Platform will not infringe, misappropriate or violate a third party's intellectual property rights or rights of publicity or privacy nor result in the violation of any applicable law or regulation.
5. Term & Termination
The effectiveness of these Terms commences when you first sign up for an Account, first use services or sign up for a Subscription and continue in effect until you cease using our services (if you never had a Subscription) or until your Subscription expires (if it is not renewed). Either party may also terminate these Terms for any reason or no reason by deleting your Account via the Platform. The "Termination Period" is the period commencing on the date of expiration or termination of these Terms and continuing until the date that is ninety (90) days thereafter.
During the Termination Period, we will retain and make available to you Your Data, Your Processed Datasets and Your AI Character Video for download, purchase (as applicable) or reactivation of your Account. After the Termination Period, we no longer have any obligation to retain your Account or account information, Your Data, Your Processed Datasets or Your AI Character Video, and we may remove your ability to access Your Data, Your Processed Datasets or Your AI Character Video at any time, without notice, except for any data we are required to keep for a certain period of time under any applicable laws. After the Termination Period, we shall not make further use of your Your Data. We reserve the right to refuse to reactivate your Account for any reason or no reason after the date of termination or expiration of the effectiveness of these Terms.
Additionally, you shall be entitled to delete Your Data, Your Processed Datasets and Your AI Character Video for any reason or no reason and at any time.
6. Intellectual Property Rights
Except to the extent required by applicable law as between you and us, you shall retain ownership of all intellectual property rights in and to Your Data and hereby grant us a non-exclusive, perpetual, irrevocable, worldwide, sublicensable (through one or more tiers), transferable, royalty-free, fully paid-up license to use Your Data solely for the purposes of (a) training and creating machine learning and other generative models (e.g., AI models); (b) processing Your Data to produce Your Processed Datasets and for any other servicees or processes we provide under the Platform ; (c) using Your Processed Datasets and Your Data in accordance with these Terms; and (d) internal research.
You own Your AI Character Video. Moreover, by using our Platform to generate your Photoreal AI Character and Your AI Character Video, you agree to comply with these Terms, including all limitations on your rights to use your Photoreal AI Character and Your AI Character Video. Subject to these Terms, you hereby grant us a limited, personal, non-transferable, non-exclusive, non-sublicensable, irrevocable, perpetual license to access and use Your AI Character Video for marketing or promotional purposes and to collect Aggregated Data. Neither you nor we will make any other use of your Your AI Character Video without your prior consent which may be given via our Platform.
Upon the creation of Your AI Character Video, upon your request and provided we agree, we may act as your agent for the limited purpose of submitting Your AI Character Video for copyright registration at your expense. If we agree, you hereby grant us the right to act as your agent, but not your legal representative, and submit Your AI Character Video to the U.S. Copyright Office or your national or multinational copyright office to seek registration in respect of Your AI Character Video. You understand that the scope of this agency relationship is limited to the submission of Your AI Character Video and that you will be responsible for any further correspondence or action necessary to obtain a copyright registration after our submission of the application for registration of Your AI Character Video. We will not take, and will not be responsible for, any further action after submission of Your AI Character Video. We will not submit Your AI Character Video for copyright registration without your authorization and payment of costs to register Your AI Character Video.
We agree that you will own any copyright registration in Your AI Character Video, and we do not claim any interest in such copyright registration. Upon your request, we will provide you with a signed document assigning to you any right that we may have in Your AI Character Video, subject to your payment of our then-current standard fees therefor. You will be solely responsible for enforcement of any copyright registration in Your AI Character Video.
You understand that there is no certainty of obtaining a copyright registration in Your AI Character Video. While you may pay costs for copyright registration of Your AI Character Video and we will submit Your AI Character Video for copyright registration, we do not control whether the applicable copyright office issues you a copyright registration.
Subject to these Terms, we hereby grant to you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use any application we may offer on a compatible mobile device for your personal, non-commercial purposes and use of our Platform, in each case, solely in the manner enabled by us.
Nothing contained on our Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use our Platform or intellectual property, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the written permission of the third party that may own the trademark or copyright of material displayed on our Platform.
7. Your Account and Conduct
To create an Account, you will need to be 18 years old or older. We may ask you to complete a registration form and create a username, password, access key or wallet, or we may permit you to login through a third-party application (your username, password, access key or wallet for us or for any third-party application, your "Login Credentials", and together with Your Payment Information and any information you provide to us via the Platform, your "Account Information").
When you register on the Platform and set up your Account, you must: (a) provide accurate and complete Account Information; (b) authorize us to make any inquiries we consider necessary or appropriate to verify your Account Information; (c) acknowledge and accept any applicable policies, including but not limited to these Terms and other policies pertaining to service quality, confidentiality, integrity, anti-harassment and conflicts of interest; and (d) ensure that Your Payment Information is accurate and authorize any payments required to maintain your Subscription. Should the information you provide upon registration become outdated or inaccurate at any time, you must promptly update your Account Information. You will not use false identities or impersonate any other person or use another account that you are not authorized to use on any computer, mobile phone, tablet, or other devices. You agree not to disclose your Account Information to any third party and that you are entirely and solely responsible for any and all activities or actions that occur pursuant to the use of your Account on the Platform, whether or not you have authorized such activities or actions. If you lose your Login Credentials, you may no longer be able to access your Account, Your Data, Your Processed Datasets and Your AI Character Video. You will immediately notify us of any unauthorized use of your Account. You will be held liable for losses we incur due to authorized or unauthorized use of your Account as a result of your failure in keeping your Login Credentials secure and confidential.
If you are creating, managing or otherwise accessing an Account on behalf of a third party, (a) any reference to Your Data, Your Processed Datasets, Your AI Character Video or your Photoreal AI Character each means the applicable content of that third party; (b) you represent and warrant to us that you have been granted a power of attorney by such third party or other authority permitting you to act on such third party's behalf that permits you to enter into these Terms on such third party's behalf and to submit Your Data and Account Information related to such third party and access such third party's Account; and (c) you covenant to us that you have and shall maintain such power of attorney or other authority and shall promptly notify us if, at any time, your power of attorney or other authority is revoked or otherwise terminated. In such event, each of you and such third party shall be jointly and severally liable in relation to each obligation hereunder, including without limitation any fees related to the Account. Further, we may ask you from time to time to provide evidence of your power of attorney or other authority. You agree to provide such evidence upon our request and acknowledge that your failure to do so will constitute a material breach of these Terms and that, without limiting any other right that we have to terminate these Terms, we may terminate the Account as a result of such breach.
We may send you communications, including emails, text messages, push notifications, mail and telephone calls, that are related to our Services, and you agree that any notices, agreements, disclosures or other communications that we send to you electronically are deemed to satisfy any legal communication requirements. We may also send you communications that include marketing materials from us for similar products and services. You may opt out from receiving our marketing communications by emailing firstname.lastname@example.org or selecting to unsubscribe as may be provided in the applicable correspondence. In addition, if you create an Account, we may allow you to opt in to receive certain communications regarding certain Account activity (any such settings, "Notification Settings"). You may change any Notification Settings through your Account at any time. You agree that when you use Notification Settings to permit a communications method, you consent to receiving communications from us through that communications method.
You are only permitted to use the Platform in a lawful and proper manner in accordance with all applicable laws and regulations and in accordance with these Terms.
You agree and warrant that you will not, and will not authorize or facilitate any attempt by another person or organization to, use our Platform (including by submitting any content via our Platform), Your Data, Your Processed Datasets, Your Photoreal AI Character or any Your AI Character Video to: (a) transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious or otherwise objectionable, as determined by us; (b) use a name or language that we, in our sole discretion, deem offensive; (c) post defamatory statements; (d) post hateful or offensive content or content that disparages any ethnic, racial, sexual, gender, religious or other group; (e) post content that depicts or advocates the use of illegal drugs; (f) post content that characterizes violence as acceptable, glamorous or desirable; (g) infringe our or any third party rights including intellectual property rights and/or data privacy rights; (h) post unsolicited advertising or unlawfully promote products or services; (i) harass, threaten, bully, stalk or intentionally embarrass or cause distress to another person or entity; (j) promote, solicit or participate in any multi-level marketing or pyramid schemes; (k) exploit children under 18 years of age; (l) engage in disruptive activity, such as sending multiple messages in an effort to monopolize a forum; (m) invade the privacy of any person, including without limitation posting personally identifying or otherwise private information about a person without their consent (or their parent's consent in the case of a child under 13 years of age); (n) solicit personal information from children under 13 years of age; (o) create a false identity or impersonate another person or entity; (p) encourage conduct that would constitute a criminal or civil offense; or (q) use our Platform with a view to gain a competitive advantage, set up or assist in setting up a competing business or use knowledge gained via the use of our Platform to benefit a competing business. We reserve the right to consider other conduct to be prohibited. In addition, you acknowledge and agree that you will not post any content to any of our social media accounts that is any of items (a)–(q) above.
You further agree not, and will not permit any person or entity, to: (a) use, or allow the use of, our Platform for any unfair or deceptive practices or in contravention of any applicable law or rules and regulations of regulatory or administrative organizations; (b) act in a fraudulent, tortious, malicious or negligent manner when using our Platform, Your Data, any of Your Processed Datasets, Your AI Character Video or any Photoreal AI Character; (c) act in any manner that, in our sole discretion, could damage, disable, overburden, impair or interfere with any other party's use of our Platform; (d) obtain or attempt to obtain any information through any means not intentionally made available through our Platform; (e) obtain unauthorized access to any computer system through our Platform; (f) circumvent, remove or otherwise interfere with any security-related features of our Platform, features that prevent copying or using any part of our Platform or features that enforce limitations on the use of our Platform, Your Data, Your Processed Datasets, Your AI Character Video or any Photoreal AI Character; (g) introduce viruses, worms, Trojan horses and/or harmful code to our Platform, Your Data, Your Processed Datasets, Your AI Character Video or any Photoreal AI Character; and (h) use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of our Platform, or any third party user's data, datasets, photoreal AI character or AI character video, as applicable. In the event that you gain access to information not intended to be accessed by you, you agree that you will immediately notify us and destroy all copies of such information in your possession.
You agree that the structure, organization and code used in conjunction with our Platform are proprietary to us. You shall not, and shall not permit any person or entity to,: (a) use our Platform on a service bureau, time sharing or any similar basis, or otherwise for the benefit of any other person or entity; (b) alter, enhance, or make derivative works of our Platform, Photoreal AI Character, or your AI Character Video; (c) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from our Platform; or (d) sell, transfer, publish, disclose, display or otherwise make available our Platform, Your Processed Datasets, or any Photoreal AI Character including any modifications, enhancements, derivatives and other software and materials provided hereunder by us or copies thereof to others in violation of these Terms. Unless as otherwise set forth by us in writing, you understand and acknowledge that all content contained on our Platform is the property of us and/or our affiliates or licensors and is protected from unauthorized copying and dissemination by any applicable international conventions and intellectual property laws. Product names are trademarks or registered trademarks of their respective owners.
Your license to use our Platform are automatically revoked if you violate these Terms except to the extent prohibited by applicable law or regulation. From time to time, we may upgrade our Platform or make improvements to our Platform. You agree that these Terms will apply to all such upgrades or improvements. The foregoing license grant is not a sale of any mobile application we may provide or the website or a sale of a copy of any such application or our website, and we retain all rights and interest in our Platform. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for by these Terms, is void. We reserve all rights not expressly granted under these Terms.
8.Copyright Infringement on our Platform
If you believe that any materials on our Platform infringe your copyright, you may request that such materials be removed. This request should include the following: (a) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (b) identification of the material that you believe to be infringing, including a description of the material, and its location on our website; (c) your name, address, telephone number and email address; (d) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (e) a statement that the information in your claim is accurate; and (f) a declaration that you are the lawful copyright owner or are authorized to act on the owner's behalf. Our contact for copyright issues relating to our Platform is Copyright Agent, Metaphysic Limited, 10 John St, London Wmb-4N 2EB, United Kingdom or email email@example.com. To protect the rights of copyright owners, we reserve the right to suspend your Account and/or other any User privileges, delete or disable content alleged to be infringing and/or terminate the Account and/or other User privileges of a repeat infringer.
"Confidential Information" shall mean all sensitive information disclosed by one party to another under these Terms including but not limited to Your Data, Your Processed Datasets, our business model, finances, third party clients and suppliers.
Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms. A party's Confidential Information shall be deemed not to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party's lawful possession before the disclosure without obligation of confidentiality; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party without reference to the Confidential Information and which independent development can be shown by written evidence. Each party may disclose Confidential Information that is required to be disclosed by law by any court of competent jurisdiction or by any regulatory or administrative body to the extent required by such law.
Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than for the purposes of these Terms, provided that we may (but are not required to) disclose Your Data, Your Processed Datasets, Your AI Character Video or Photoreal AI Character at your request and per your instructions.
Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not used for any purpose other than the performance of its obligations hereunder and shall co-operate with the other to help regain control of the Confidential Information if it is lost and prevent further unauthorised use or disclosure of it.
You and we shall comply with our respective obligations under any applicable data protection laws.
11.Third Party Service
Our services may include features or functionalities that interoperate with services operated by third parties, which may be pursuant to a generally available application programming interface made available by such a third party or pursuant to an agreement that we have with such a third party. We have no control over any features or functionalities offered by any third party, and those features or functionalities may be modified, suspended or terminated at any time with no notice.
You hereby acknowledge and agree that all of our licensors, suppliers or other third parties: (a) are not parties to these Terms; (b) have no obligation whatsoever to furnish any maintenance or support services with respect to us; (c) are not responsible for addressing claims by you or any third party relating to our Services, including without limitation any product liability claims, claims under consumer protection laws or claims under any other law, rule or regulation; and (d) have no responsibility to investigate, defend, settle or discharge any claim that our Services or use thereof infringes any third-party intellectual property rights.
To the maximum extent permitted by applicable law, you shall defend, indemnify and hold us, our directors and employees harmless against claims, actions, proceedings, losses, liabilities, damages, expenses and costs (including, without limitation, court costs and reasonable legal fees) arising out of or in connection with: (a) your use of the Platform; (b) claims from a third party that Your User Content infringes the intellectual property rights, data privacy rights or other rights of a third party; (c) any breach by you of these Terms; and/or (d) any breach by you of any applicable data protection or other law or regulation.
OUR SERVICES AND ALL CONTENT ON OR ACCESSIBLE FROM OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH OUR SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES (INCLUDING WITHOUT LIMITATION MECHANISMS FOR THE DOWNLOADING AND TRANSMITTING CONTENT) PROVIDED BY OUR SERVICES WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THAT OUR SERVERS OR THE SERVER(S) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT YOU WILL RECEIVE A COPYRIGHT REGISTRATION IN THE EVENT THAT WE SUBMIT YOUR VIDEO CLIP FOR COPYRIGHT REGISTRATION.
WE AND OUR AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. Under no circumstances will we be liable for any loss or damage caused by failed delivery or receipt of content or any third party's use or distribution of content. You hereby acknowledge and agree that we merely store and host Your Data but does not, except with respect Metaphysic Captured Data, actively create portions of Your Data. Under no circumstances will we be liable for any claims that may arise from Your Data, expressly including Metaphysic Captured Data, including without limitation claims for intellectual property infringement.
14.Limitation of Liability
IN NO EVENT SHALL WE BE LIABLE TO YOU, ANY OTHER USER OF OUR SERVICES, ANY THIRD PARTY PROVIDER OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES, OR ANY LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF OUR SERVICES, YOUR CONTACT INFORMATION, CONTENT OR ANY INFORMATION CONTAINED THEREON OR IN CONNECTION THEREWITH, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
Except to the extent that any claim that cannot be limited or excluded by law, you acknowledge that our maximum liability to you for any claim under these Terms shall be limited to the greater of an amount equal to one hundred dollars ($100) or the aggregate amount you have paid to us in fees, if any, in the twelve (12) month period prior to the most recent claim. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain kinds of damages. Accordingly, some of the above limitations may not apply to you but shall instead apply to the maximum extent permitted by applicable law.
Our services are available only to, and may only be used by, individuals who are 18 years or older. If you are a parent or guardian and you discover that your child has created an unauthorized account on our Platform, please contact us at "firstname.lastname@example.org and we will remove the account.
15.Agreement to Arbitrate; Waiver of Class Action
You may opt out of this Agreement to Arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt-out notice must state that you do not agree to the Agreement to Arbitrate and must include your name, address, phone number, your company account, if applicable, to which the opt-out applies and a clear statement that you want to opt out of this Agreement to Arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. You must use this address to opt out: Metaphysic Limited, ATTN: Arbitration Opt-Out, 10 John St, London, Wmb-4N 2EB, United Kingdom.
Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to the Arbitration Procedures (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate the Arbitration Procedures from these Terms, such termination shall not be effective until thirty (30) days after the version of these Terms not containing the Arbitration Procedures is posted to our website, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.
You may not assign or sub-contract these Terms or any rights and obligations thereunder without our prior written consent.
No failure by either party to enforce any rights under these Terms shall constitute a waiver of such right then or in the future. Any waiver must be in writing and signed by an authorised representative of the waiving party.
If for any reason a court of competent jurisdiction finds any provision of these Terms, or portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to give effect to the economic intent of the parties, and the remainder of these Terms will continue in full force and effect.
A person who is not a party to these Terms has no right or benefit under or to enforce these Terms. These Terms are intended solely for the benefit of each party to these Terms and their respective successors or permitted assigns, and it is not intended to confer third-party beneficiary rights upon any person who is not a party to these Terms.
These Terms constitute the sole and entire understanding of the parties in relation to the subject matter of these Terms and supersede all previous agreements, representations and arrangements between the parties (either oral or written) with regard to the subject matter of these Terms.
We are an independent contractor and neither we nor any of our personnel assigned to provide any services to you under these Terms will be, or be deemed to be for any purpose, an employee, agent, partner or joint venturer of yours, except in respect of your grant of agency to us to submit Your AI Character Video for copyright registration.
These Terms are governed by and construed according to the laws of State of New York, without giving effect to any conflicts of laws provisions that would result in the application of the laws of any other jurisdiction other than New York General Obligations Laws 5-1401 and 5-1402.
Except to the extent that any Dispute must be resolved in accordance with the Agreement to Arbitrate, if a Dispute arises out of or relates to the subject matter of these Terms as a consumer, both you and us agree that you may resolve your individual Dispute against us, and we may resolve our Dispute against you, in any competent court in the country of your main residence that has jurisdiction over your claim or dispute, and the laws of that country will apply without regard to conflict of law provisions.
Except to the extent that any Dispute must be resolved in accordance with the Agreement to Arbitrate, if a Dispute arises between us that relates to the subject matter of these Terms in any other capacity, including, but not limited to, access or use of our products and services for a business or commercial purpose, or that an entity brings on your behalf, you agree that any such Dispute must be resolved in a competent court located in New York County, State of New York, USA.
We make no representation that information on our Services is appropriate or available for use outside of the European Union, the United Kingdom of Great Britain and Northern Ireland and the United States of America. Those who choose to access our services from outside of the European Union, the United Kingdom of Great Britain and Northern Ireland or the United States of America do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws.
17. Additional Information and Feedback
If you have any questions about these Terms, please contact us at email@example.com. We welcome your feedback, ideas and suggestions (collectively, "Suggestions"). If you send us any Suggestions, you agree that: (a) we can use your Suggestion(s) for any purpose and you are not owed any compensation in exchange; (b) none of the Suggestion(s) contain confidential or proprietary information of any third party; (c) we may use or redistribute Suggestion(s) for any purpose and in any way; (d) there is no obligation for us to review your Suggestion(s); and (e) we have no obligation to keep any Suggestions confidential.