Account Creation and Ownership

You may only create an account to use the Service with Your business account ("managed email account."). In creating an account, You represent and warrant that You have the authority to bind Your employer to these TOU. "You" and "Your" in these TOU will refer to both You and Your employer.

We may manage Your account and may, without your express permission or notice:

• share Your email address, name and basic account information with Your employer;
• transfer control of Your Account to Your employer upon its request;
• permit Your employer to access, transfer and control Your Account and all content and Marketing Videos associated with it, including: make changes to the Account and billing settings and privacy preferences, make changes to the folder permissions; bar Your access to the Account; and delete the Account.

Using the Service

Age Requirement. No one under the age of 18 is permitted to access or use the Service.

Access to the Service. Subject to Your compliance with the TOU, the Company grants you a non-exclusive, limited, non-transferable, freely revocable license to access and use the Service. We reserve all rights not expressly granted under these TOU. Each user must have a unique account and You are responsible for any activity conducted on Your account. You may not allow any other party to access or use the Service with Your unique username, password, or other security code.

Restrictions on Use of the Service. You shall not Yourself or through any third party (i) rent, lease, sell, distribute, offer in a service bureau, sublicense, or otherwise make available the Service or the Licensed Content to any third party (except as permitted under these Terms); (ii) copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof; (iii) access the Service for purposes of performance benchmarking; (iv) access the Service for purposes of building or marketing a competitive product; (v) use the Service to store or transmit a virus or malicious code; (vi) use a virtual private network (VPN) to circumvent geographic-based pricing or content access; (vii) use the Service to transmit unsolicited emails or engage in spamming; (viii) use any form of data mining, extraction, or scraping on the Service and/or the contents available therein for machine learning or other purposes; or (ix) bypass the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the Licensed Content.

Security and Data Privacy

Information Security. We implement and maintain physical, technical and administrative security measures designed to protect Your information from unauthorized access, destruction, use, modification or disclosure.

Data Privacy. Our Privacy Policy describes how We collect, use, transfer, disclose and store Your personal data.

User Content and Generated Content

You represent and warrant that You own all rights, title, and interest in and to Your User Content or that You have otherwise secured all necessary rights in Your User Content as may be necessary to permit the access, use and distribution thereof. As between You and Us, You own all right, title and interest in and to Your User Content, including generated content created by solely using User Content. You grant the Company a royalty-free and sublicensable license to display, host, copy, store and use Your User Content and generated content to the extent necessary to provide the Service to You. To the extent You include User Content in generated content that You share with others, You grant Us a perpetual, royalty-free, sublicensable, license to display, host, copy, store and use Your User Content to the extent necessary to continue to make that generated content available.

We may also share your data with select third party service providers We engage to enable functionality within the Service and they may also use your data to improve their services. This may include any personal data You choose to include within such information, inputs and content You provide and You acknowledge that our Privacy Policy applies to the handling of such personal data.

Content Sharing and Use of AI Features

Sharing and Publishing Your Generated Content. The Service provides a feature that allows You to publish or share videos generated with the Service using third party services (such as those identified below) or through a link to the content. You understand and agree that when you use this feature, the Company is not responsible for Your publication activity and You bear all risk and responsibility for the activity. The Company has no obligation or duty to safeguard or screen any content you direct the Service to publish and You agree to indemnify and hold Us harmless from and against any claim or damage, including reasonable attorneys fees and costs, that may arise from Your publication of user content or generated content.

Before You publish or share generated content, You agree that You will:

• Manually review each Output before sharing or while live streaming;
• Attribute the content to Yourself or Your employer;
• Indicate that the content is AI-generated in a way no user could reasonably overlook or misunderstand;
• Not share content that violates these terms, or that may offend others (including when You are taking audience requests for prompts in any live stream).
• Disclose to your viewers that the content is AI-generated.

Subscriber Use of Third Party Social Media Services

You may elect to use the Service in conjunction with third-party websites, platforms or apps (including, but not limited to, Instagram, and TikTok) ("Third Party Service(s)"). Your use of a Third Party Service is subject to the terms and conditions applicable to that Third Party Service. The Company makes no representations or warranties in relation to Third Party Services and expressly disclaims all liability arising from Your use of Third Party Services.

Use of Artificial Intelligence ("AI") Products Available with the Service

When you use the AI-powered functionality We make available on the Service, (the "AI features"), You agree that You are responsible for any text you type in, images or other content You upload, and the resulting material you generate. You are responsible for reviewing all generated materials prior to sharing or publishing the material outside the Service and agree not to share or publish any material that reveals information of a non-consenting party that could be considered "personally sensitive," such as revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, health data, sexual preference or sexual orientation.

The Company does not verify the output of AI features generated by artificial intelligence and makes no representation regarding the accuracy of the generated output. The Company makes no warranty or guarantee as to the accuracy, completeness or reliability of output generated with AI features and does not accept any liability or responsibility arising in any way from Your creation or use of generated output, including omissions or errors contained in the generated output. Generated output does not represent the Company's views or positions. Some AI features are not available in all languages.

We reserve the right to limit the number of generated outputs You can create with AI features. We will notify You when You reach the maximum number of Outputs for Your account.

Pricing and Billing

The Company makes the Service available as a subscription. You can learn more about our various subscription offerings here. Pricing is based on the feature sets available and the Service features You select at the time of account creation. You may change your subscription by contacting Us at support@videoforce.ai. We reserve the right to change our 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. You agree that the Company may contact You at any time by email, push notifications, or other method with information relevant to Your subscription, billing, and use of the Service.

Subscriptions, Renewals and Cancellation

Your subscription will automatically renew each month. If You have an annual subscription, we will provide notice of Your upcoming renewal one month in advance of the automatic renewal date. Subscription fees are inclusive of all taxes unless otherwise specified in an agreement with Us. Tax rates are calculated based on the billing information You provide and the applicable tax rate at the time of Your subscription charge.

You can stop using the Service and/or cancel Your subscription at any time via Your account settings. If You cancel Your subscription You will not be entitled to a refund of any fees already paid and any outstanding fees will become immediately due and payable. Annual subscribers may request transfer of remaining subscription time to another individual within Your organization.

Free Trials and Pilots. We may offer free trial periods to non-subscribers. We reserve the right to set eligibility requirements and the duration for free trials. Our offering such trial periods does not entitle any subscriber to a refund or rebate of subscription fees. Non-subscribers who continue to use the Service at the end of the free trial period will be charged a subscription fee for the next billing cycle unless cancelled via the account settings prior to the end of the free trial.

Our Intellectual Property

Except as expressly set out in these Terms, all intellectual property rights in and to the Service remain the sole property of the Company and its licensors. This includes, without limitation, all AI models, algorithms and underlying technology. The Company grants you a non-exclusive restricted license to use its intellectual property subject to the TOU. You assign to Us any suggestions, ideas, enhancement requests, or other feedback You provide to Us relating to the Service or Our products. We own all content, data, software, inventions, ideas and other technology and intellectual property that We develop in connection with the Service and its products. The Company grants You a limited, non-transferable, non-exclusive, revocable right and license to access and use the Services for Your commercial purposes, a right which may not be assigned or sublicensed to anyone without Our express written consent. The content You upload to the Service and the Marketing Content you generate will be Your intellectual property, exclusive of the Company's rights to use and re-use its licensed content, including its right to allow others to use it. We shall own the metadata generated from Your use of the Service and You grant the Company the right to make anonymized use of Your inputs, directions and queries within the Service to evaluate and improve the Service and its AI tools.

Warranty Disclaimer and Limitation of Liability

Disclaimers. The Service is provided on an "as-is" and "as-available" basis. To the maximum extent permitted by applicable law and subject to any non-excludable rights and remedies under applicable law, the Company, its licensors, and its suppliers, expressly disclaim any and all warranties of any kind, whether express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. The Company does not warrant that Your use of the Service will be uninterrupted or error-free. The Company does not warrant that it will review Your data for accuracy or that it will preserve or maintain Your data without loss. You understand that use of the Service necessarily involves transmission of Your data over networks that We do not own, operate, or control, and that We are not responsible for any of Your data lost, altered, intercepted or stored across such networks. The Company will not be liable for delays, interruptions, service failures, or other problems inherent in use of the internet and electronic communications or other systems outside our reasonable control. The Company is not responsible for, and assumes no liability for, the video, text, audio, data, metadata or properties of User Content.

Indemnity Obligations

You agree, to the extent permitted by law, to defend, indemnify and hold harmless the Company and its affiliates, officers, directors, agents, licensors and employees from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) resulting from or related to (i) Your violation of the TOU; (ii) Your User Content; and/or (iii) Your sharing of generated content or user content from the Service.

Term and Termination

Term. These Terms shall take effect the first time You access the Service and shall continue in full force and effect until the sooner of (a) expiration or termination of Your subscription; or (b) deletion or termination of Your account.

Violations of TOU. We reserve the right to suspend access to the Service or to terminate and delete Your account (including all associated content) if We, in our sole reasonable discretion, determine that You or Your use of the Service, Your User Content, or Your generated content violate the TOU. Depending on the severity of the violation, We may permanently ban You from using the Service and/or disclose the prohibited User Content or generated content to appropriate government authorities.

Effect of Termination. In the event of a termination of Your subscription You will not receive any refund and shall immediately pay any outstanding fees for the remaining period of Your subscription. Upon any expiration or termination of Your Subscription, You must cease using the Service. You will lose access to Your generated content, User Content, and any other information uploaded to the Service (and we may delete all such data unless legally prohibited) after expiration or termination of Your Subscription. User Content included in any shared content will continue to available after the expiration of Your Subscription. You can download or export Your User Content and generated content using the functionality of the Service prior to the expiration or termination of Your subscription. If Your account has been terminated due to a violation by You, You may not create a new account on any Company Service unless You receive Our written permission.

Survival of Terms. Sections titled "Term and Termination," "Pricing and Billing," "Our Intellectual Property," "Warranty Disclaimer and Limitation of Liability," "Indemnity Obligations," and "Miscellaneous" inclusive, shall survive any expiration or termination of these Terms.

Miscellaneous

Compliance with Applicable Law. You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with Your use of the Service. The Company agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with its provision of the Service.

Governing Law and Venue. These Terms will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, USA, without regard to any conflict of laws provisions.

Export Restrictions. The Service is subject to trade sanctions and laws and regulations that govern the import, export, and use of the Service. These laws or regulations may prohibit us from providing You the Service or require that we discontinue making it available to You without notice. By using the Service You agree to comply with all trade sanctions, export and import laws, and regulations and warrant that (i) You are not prohibited from accessing the Service, and (ii) You will not make available the Service to anyone who is prohibited from accessing it under the laws or regulations of any jurisdiction.

Dispute Resolution. If You have a dispute arising out of these Terms, contact us at disputes@videoforce.ai first and we'll attempt to work with You to resolve the dispute. In the event that we're unable to resolve a dispute directly, You and the Company each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief) arising out of or in connection with these Terms and/or the Service (collectively, "Claims"), by binding arbitration. The arbitration will be conducted through videoconferencing or at an agreed location reasonably convenient to both parties. Each party will be responsible for paying any filing, administrative and arbitrator fees. The award rendered by the arbitrator may include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party's data security, Intellectual Property Rights, or other proprietary rights. All claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Unless We agree otherwise, the arbitrator or a court may not consolidate more than one person's claims. You agree that, by entering into this agreement, You and the Company are each waiving the right to a trial by jury or to participate in a class action. You and the Company each agree that any claim filed with a court in the United States for any reason shall be filed in the United States District Court for the Fairfax County, VA or the state courts of Virginia in the County of Fairfax.

Contracting Entity. The entity contracting with You under these Terms and the address to which You should send legal notices is:

f. Purchasing through a Reseller. If You purchase the Service through an authorized distributor or reseller ("Reseller") these Terms apply to Your use of the Service unless You have entered into a separate agreement with Us for such use. BIlling will be managed by the Reseller, therefore Section 8 (Billing) does not apply. Resellers are not authorized to make any representations or commitments on the Company's behalf and, unless otherwise agreed via a mutually executed agreement between You and the Company, we are not bound to any obligations other than those set forth in these Terms.

Assignment. You may not assign Your rights under this TOU or subscription without our consent except to any successor by way of a merger, acquisition, or change of control. The Company may transfer or assign any of its rights and obligations under these Terms, in whole or in part, at any time with or without notice.

Headings and Explanations. Headings used in these Terms and the explanatory boxes are provided for convenience only and will not in any way affect the meaning or interpretation of the Terms or any portion thereof.

Severability. If any provision herein is found to be invalid or unenforceable, it shall not affect the other provisions and the remaining TOU shall be construed in all respects as if that invalid or unenforceable provision had been limited or omitted to the minimum extent necessary.

Waiver. The Company's express waiver or failure to enforce any provision of these Terms shall in no way be construed to be a present waiver of any other terms or a future waiver of any provision, nor shall it affect the Company's ability to enforce any provision thereafter.

Notices. All required notices to You will be sent to the email address associated with Your account or through other legally permissible means.

DMCA. We respect the intellectual property rights of artists and content owners. We will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act of 1998 ("DMCA").

Changes to TOU. We may modify these Terms (and any policies or agreements referenced in these Terms) at any time. We will post the most current version of these Terms on www.videoforce.ai. We will provide You with reasonable advance notice of any change to the Terms that, in our sole determination, materially adversely affect Your rights or Your use of the Service. We may provide You this notice via the Service and/or by email to the email address associated with Your account. By continuing to use the Service after any revised Terms become effective, You agree to be bound by the new Terms.

Changes to the Service. The Company may add, change or remove features or functionality to the Service; modify or introduce limitations to storage or other features; or discontinue the Service altogether at any time. If You are on a paid subscription and we discontinue the Service You are using during Your subscription, we will migrate or make available to You a substantially similar service provided by us (if available) and if it's unable to do so, the Company will provide You a pro-rata refund of fees prepaid for the remaining period of Your subscription.

Entire Agreement. These TOU and the provisions and policies referenced herein constitute the entire agreement between You and the Company with respect to the Service. These Terms supersede any prior representations, agreements, or understandings between You and the Company, whether written or oral, with respect to the Service including previous versions of the Terms. All terms, conditions or provisions on a purchase order shall be of no force and effect notwithstanding any acceptance of such purchase order.