Terms of Use

Update: August 26, 2026

Please read this terms of use agreement (the "Terms of Use") carefully. This website and any other websites (collectively, the "Website") of Mojoverse, Inc. (the "Company") are controlled by the Company. These Terms of Use govern your use of the Company's services (the "Services"), including our website, hosted services, software applications, and APIs. By clicking on the "I Accept" button, completing the registration process, and/or browsing or using the services, you represent that (1) you have read, understand, and agree to be bound by the terms of use, (2) you are of legal age to form a binding contract with company, and (3) you have the authority to enter into the terms of use personally or on behalf of the entity you have named as the user, and to bind that entity to the terms of use. The term "you" refers to the individual or legal entity, as applicable, identified as the user when you registered. If you do not agree to be bound by the Terms of Use, you may not access or use the Services.

If you subscribe to the services for a term (the "Initial Term"), then the terms will be automatically renewed for additional periods of the same duration as the initial term at company's then-current fee for such services unless you act in accordance with section 8.4 (automatic renewal) below.

PLEASE BE AWARE THAT SECTION 16 (DISPUTE RESOLUTION) OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

These Terms of Use apply to all users of the Website and Services, regardless of whether you are a Registered User (as defined below) or accessing the Website or Services for free. By accessing or using the Website or Services in any capacity, you agree to be bound by these Terms of Use.

Please read the Company's Privacy Policy, a separate document that explains how the Company collects and uses personal information.

Your use of, and participation in, certain Services may be subject to additional terms ("Supplemental Terms") and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the "Agreement."

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Company will make a new copy of the Terms of Use available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. We will also update the "Last Updated" date at the top of the Terms of Use. If you do not agree to any change(s) after such change(s) have been made, you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1. USE OF THE SERVICES

Subject to the terms and conditions of the Agreement and any usage limitations described in the order process, you may access and use the Services. The Services are protected by copyright laws throughout the world. Unless otherwise specified by Company in a separate agreement, your right to use any and all Services is subject to the Agreement.

1.1 Updates

You understand that our Services are evolving. As a result, Company may require you to accept updates to Services that you have installed on your computer or mobile device. You acknowledge and agree that Company may update Services with or without notifying you. You may need to update third-party software from time to time in order to use our Services.

1.2 Certain Restrictions

The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or similarly exploit any Services; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, Services, or other content (including images, text, page layout or form) of Company; (c) you shall not use any metatags or other "hidden text" using Company's name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to Services shall be subject to the Agreement. Company, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Services terminates the licenses granted by Company pursuant to the Agreement.

2. REGISTRATION

2.1 Registering Your Account

In order to access certain features of Services you may be required to become a Registered User. For purposes of the Agreement, a "Registered User" is a user who has registered an account ("Account"). Your Accounts and passwords are for your use only and should be kept secure. You, and not Company, are responsible for all activities that occur under your Account. You are responsible for your Registered Users' and Your Application end users' compliance with the terms of this Agreement. You may not share your Account or password with anyone, and you agree to (a) notify Company immediately of any unauthorized use of your Account, password, or any other breach of security; and (b) exit from your Account at the end of each session.

2.2 Registration Data and Age Requirements

In registering an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the "Registration Data"); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your Account and refuse any and all current or future use of Services. You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform at any given time. Company reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party's rights. You agree not to create an Account or use the Services if you have been previously removed by Company, or if you have been previously banned from any of the Services.

2.3 Your Account

Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Company. This does not affect ownership of inputs and outputs as defined in 4.4 and 4.7.

3. RESPONSIBILITY FOR CONTENT

3.1 Types of Content

You, and not Company, are entirely responsible for all images, video, audio, audio visual, text, materials, and other content (collectively, "Content") that you, your Registered Users, or end users of Your Application upload, post, e-mail, transmit or otherwise make available ("Make Available") through the Services including Inputs and Outputs (collectively, "Your Content"). Your Content also includes any Content that you create or generate through the use of the Services, other than the Services themselves. You represent and warrant that you have all rights, licenses, and permissions needed to provide Your Content to and through the Services. Other Registered Users may Make Available Content through the Services ("User Content").

3.2 No Obligation to Pre-Screen Content

You acknowledge that Company has no obligation to pre-screen Content (including, but not limited to, User Content), although Company reserves the right in its sole discretion to pre-screen, refuse or remove any Content. The Company may review Your Content, using automated or manual tools, solely to detect and prevent violations of this Agreement, to address security or abuse concerns, and to comply with applicable law. Except as described in this Section, and subject to Section 4.8 (Confidentiality of Your Content), the Company does not review the substance of Your Content. By entering into the Agreement, you consent to such review. In the event that Company pre-screens, refuses or removes any Content, you acknowledge that Company will do so for Company's benefit, not yours. Without limiting the foregoing, Company shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.

3.3 Storage

Unless expressly agreed to by Company in writing elsewhere, Company has no obligation to store any of Your Content that you Make Available through the Services. Company has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services allow you to control the visibility of Your Content. Unless you select otherwise, Your Content defaults to private and is not visible to other Registered Users. You are solely responsible for applying the appropriate level of access to Your Content. You agree that Company retains the right to create reasonable limits on Company's use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Company in its sole discretion.

3.4 Responsibility for Generated Content

You acknowledge and agree that your use of the Company's Services to create, generate, modify, or otherwise produce content, materials, or outputs of any kind (collectively, "Generated Content") is done at your sole discretion and risk. You further understand that you are solely responsible for ensuring that any Generated Content does not infringe, misappropriate, or otherwise violate the intellectual property rights, proprietary rights, publicity rights, or other legal rights of any third party.

4. OWNERSHIP

4.1 The Services

Except with respect to Your Content and User Content, you agree that Company and its suppliers own all rights, title and interest in the Services. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

4.2 Your Content

Company does not claim ownership of Your Content. However, when you as a Registered User submit Your Content to be publicly posted on or in the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Company, are responsible for all of Your Content that you Make Available on or in the Services.

4.3 License to Your Content

Subject to any applicable account settings you select, you grant the Company a limited, non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, store, transmit, publicly perform, and publicly display Your Content solely as necessary to operate and provide the Services to you and to users you have authorized within your workspace. This license terminates when you delete the relevant Content or close your Account, subject to the backup and legal-retention exceptions in Section 4.4.

Content you elect to make available in a public area of the Services may be viewed, used, and reproduced by other Registered Users in accordance with the settings you select.

The Company will not use Your Content in marketing, promotional, or public-facing materials without your separate prior written consent.

4.4 User Inputs and Outputs

The Services use artificial intelligence to process user inputs to the Services (the "Inputs"), such as text prompts, reference images, audio, and video, and to generate and return outputs based on those Inputs (the "Outputs").

Ownership. As between you and the Company, you own all right, title, and interest in and to your Inputs and Outputs, to the maximum extent permitted by applicable law. To the extent the Company acquires or is deemed to hold any right, title, or interest in any Output, the Company hereby irrevocably assigns all such right, title, and interest to you. Subject to your compliance with the Agreement, the Company does not restrict your commercial use of your Outputs.

No training. The Company does not use your Inputs or Outputs to train, fine-tune, evaluate, or improve any artificial intelligence or machine learning model, and does not include your Inputs or Outputs in any training dataset.

Operational license. You grant the Company a limited, non-exclusive, worldwide, royalty-free license to host, store, cache, transmit, reproduce, display, and process your Inputs and Outputs solely as necessary to: (a) operate and provide the Services to you and to other users you have authorized within your workspace; (b) transmit Inputs to, and receive Outputs from, third-party model providers as required to fulfill your generation requests; (c) conduct security, abuse, and content moderation review; and (d) comply with applicable law. This license terminates when you delete the relevant Inputs or Outputs or close your Account, except for routine backup copies purged in the ordinary course, Content you have made publicly available through the Services, and copies the Company is required by law to retain.

Third-party model providers. Generation requests are fulfilled by third-party model providers, and your Inputs are transmitted to the applicable provider to produce the Output. The Company will identify the model and provider used for each generation.

Review. The Company may review or monitor Inputs and Outputs using automated or manual tools solely for the purposes described in clauses (c) and (d) above.

4.5 Username

Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other part or area on the Services, you hereby expressly permit Company to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

4.6 Feedback

You agree that submission of any ideas, suggestions, documents, and/or proposals to Company through its suggestion, feedback, wiki, forum, or similar pages ("Feedback") is at your own risk and that Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or Company's business. For clarity, Feedback does not include Your Content, Inputs, or Outputs, and nothing in this Section grants the Company any right in Your Content, Inputs, or Outputs.

4.7 License to Download and Use Outputs

Subject to your compliance with the Agreement, you may download, use, reproduce, modify, create derivative works from, distribute, publicly perform, publicly display, and otherwise commercially exploit your Outputs, in whole or in part, alone or in combination with other content, in all media now known or later developed, throughout the world, in perpetuity.

Survival. Your rights in Outputs generated and exported prior to termination are perpetual and irrevocable, and survive the cancellation, suspension, termination, or deletion of your Account, the expiration or termination of these Terms, and any discontinuation of the Services.

Transfer and sublicense. You may transfer, assign, and sublicense your rights in Outputs to third parties, including production companies, financiers, distributors, studios, broadcasters, streaming services, exhibitors, advertisers, licensees, successors, and assigns, and those rights may be included in an assignment of a motion picture, series, advertisement, game, or other production in which the Outputs appear. For clarity, the restriction in Section 18.2 on assignment of this Agreement does not restrict your transfer or sublicense of rights in Outputs.

The Company and its licensors reserve all rights in the Services and the underlying technology not expressly granted to you.

Restrictions. Your use of Outputs must not:

● Consist of the resale or redistribution of Outputs as standalone digital assets or files, including as stock media, asset packs, or non-fungible tokens, where the Output itself is the product being sold. This restriction does not apply to the distribution, licensing, exhibition, or sale of a motion picture, series, advertisement, game, application, or other production that incorporates Outputs;

● Suggest an association, sponsorship, or endorsement of any kind by the Company, FilmSpark, or Mojoverse, Inc. without prior written authorization;

● Include the Outputs (in whole or in part) in any database, archive, media/stock product, collection, set of clips, or library for distribution or resale in any manner that could function as a substitute for the Services;

● Use the Outputs (in whole or in part) as or within any trademark, logo, or service mark, or in any way that implies a guarantee or endorsement of any product or service, unless the Outputs are substantially modified to create new and different content not confusingly similar to the original Outputs;

● Use the Outputs, or any metadata associated with the Outputs, to develop, train, or improve any machine learning, artificial intelligence, or competing generative AI models, services, or technologies, except for your own internal, non-commercial purposes;

● Involve any use that might be considered defamatory, libelous, obscene, illegal, or that violates any third party's rights, including without limitation using Outputs in pornography, political endorsements without consent of depicted persons, or advertisements for escort or similar services;

● Slander, libel, or vilify any person, race, sex, culture, sexual orientation, religion, country, region, or any other identifiable group; and

● Fail to comply with all applicable laws and third-party rights, including but not limited to intellectual property rights, rights of publicity, and privacy rights of any individuals who may be depicted in or identifiable from the Outputs.

Rights clearance. You are responsible for obtaining any permissions, releases, licenses, or clearances required for your use of Outputs that depict or incorporate real identifiable individuals, real trademarks, logos, brands, artworks, or other protected properties. Where you have not obtained the necessary clearances, you must limit your use of such Outputs to uses permitted without clearance under applicable law, such as news reporting, commentary, criticism, or education. You are solely responsible for determining whether clearances are required and for obtaining them. Without limiting the foregoing, you may not submit, upload, or use a photograph or other likeness of another person without that person's permission.

For clarity, this Section does not restrict the commercial use of Outputs depicting fictional characters, including persistent characters created within the Services.

User Responsibility: You acknowledge that certain laws and regulations may impose additional restrictions on your use of Outputs, including export controls, content restrictions, and intellectual property laws. You agree that it is your sole responsibility, and not the Company's, to verify that applicable laws and regulations in your jurisdiction do not prohibit your intended use of the Outputs. The Company makes no representations or warranties regarding the legal compliance of any particular use of Outputs in any jurisdiction.

The restrictions and obligations in this Section shall survive termination of your Account or these Terms of Use.

4.8 Confidentiality of Your Content

The Company will treat Your Content, including Inputs, Outputs, prompts, reference materials, scripts, project files, character and asset libraries, and project metadata, as your confidential information, and will use commercially reasonable measures to protect it.

The Company will not disclose Your Content to any third party except: (a) to subprocessors and third-party model providers as necessary to provide the Services, under written obligations to protect Your Content; (b) to Company personnel with a need to know for support, security, or abuse investigation; (c) as you direct; or (d) as required by law or legal process, in which case the Company will provide you notice where legally permitted.

This Section does not apply to Content you make publicly available through the Services. This Section survives termination of the Agreement.

5. USER CONDUCT

As a condition of use, you agree not to use the Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party to) either (a) take any action or (b) Make Available any Content on or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves contests, sweepstakes, or pyramid schemes without Company's prior written consent; (v) impersonates any person or entity, including any employee or representative of Company; (vi) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by this Agreement; (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, using manual or automated software or other means to access, "scrape," "crawl" or "spider" any pages contained in the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, "flooding," "spamming," "mail bombing," or "crashing" the Services, or (viii) directly or indirectly uses the Services (including, but not limited to, Outputs) to create, train, develop, or improve similar or competitive products or services. Without limiting the foregoing, Content you Make Available through the Services may not contain nudity, sexually explicit material, or gratuitous violence, as determined by Company in its sole discretion.

6. INVESTIGATIONS

Company may, but is not obligated to, monitor or review the Services and Content at any time. Without limiting the foregoing, Company shall have the right, in its sole discretion, to remove any of Your Content for any reason, including if such Content violates the Agreement or any applicable law. Although Company does not generally monitor user activity occurring in connection with the Services or Content, if Company becomes aware of any possible violations by you of any provision of the Agreement, Company reserves the right to investigate such violations, and Company may, at its sole discretion, immediately terminate your license to use the Services, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

7. INTERACTIONS WITH OTHER USERS

7.1 User Responsibility

You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact; provided, however, that Company reserves the right, but has no obligation, to intercede in such disputes. You agree that Company will not be responsible for any liability incurred as the result of such interactions.

7.2 Content Provided by Other Users

The Services may contain User Content provided by other Registered Users. Company is not responsible for and does not control User Content. The Company has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Registered Users at your own risk.

8. FEES AND PURCHASE TERMS

8.1 Payment

You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Company with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) through a payment provider ("Payment Provider"), or purchase order information, as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card or other payment method, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing Company with your credit card number or other payment method and associated payment information, you agree that Company is authorized to immediately invoice your Account for all fees and charges due and payable to Company hereunder and that no additional notice or consent is required. You agree to immediately notify Company of any change in your billing address or the credit card or other payment method used for payment hereunder. The Company reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Services or by e-mail delivery to you.

8.2 Service Subscription Fees and Credit Purchases

You will be responsible for payment of the applicable fee for any Services (each, a "Service Subscription Fee") at the time you create your Account and select your subscription plan, whether monthly or annual (each, a "Service Commencement Date"). You may also purchase credits on a one-time basis in the packs offered on the Website. Except as set forth in the Agreement, all fees for the Services are non-refundable. No contract will exist between you and Company for the Services until Company accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.

8.3 Taxes

You are responsible for all applicable taxes. Company will charge tax when required.

8.4 Automatic Renewal

If you purchase a subscription to the Services, Company will automatically charge your payment method each renewal period for the then-current subscription fee until you cancel or when terminated in accordance with the Agreement. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a "Renewal Commencement Date") and continue for an additional equivalent period, at Company's then-current price for such subscription. You may cancel your subscription by logging into and going to the "Plans & Billing" account settings page. If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please log in and go to the "Plans & Billing" page on your account settings page. If you cancel or downgrade your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Company to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Company does not receive payment from your Payment Provider, (a) you agree to pay all amounts due on your Account upon demand and/or (b) you agree that Company may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).

8.5 Credits

Credits allocated under a subscription plan and credits purchased in a one-time pack are used to access generation features of the Services. Credits have no cash value and are not redeemable for cash.

Subscription credits. Credits included with a subscription plan are allocated at the start of each billing period and expire at the end of that billing period. Subscription credits do not roll over to a following period.

Credit packs. Credits purchased in a one-time pack do not expire for so long as your Account remains active.

Order of use. Where your Account holds both, subscription credits are used first, and credits purchased in a pack are used only after the subscription credits for the then-current billing period are exhausted.

Changes to your plan. Changing or downgrading your subscription plan does not forfeit credits already allocated to or purchased on your Account. Subscription credits remain subject to the expiration described above, and credits purchased in a pack are not affected by a change of plan.

Termination. On termination or closure of your Account, any unused credits of either type are forfeited. Except as expressly stated in the Agreement, credits are non-refundable.

9. INDEMNIFICATION

9.1 By You. You agree to indemnify and hold Company, its parents, subsidiaries, affiliates, and each of their respective officers, directors, employees, agents, and representatives (each, a "Company Party" and collectively, the "Company Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following: (a) Your Content or Your Applications; (b) your use of, or inability to use, any Services; (c) your violation of the Agreement; (d) your infringement, misappropriation, or violation of any rights of another party, including any Registered Users; (e) your violation of any applicable laws, rules or regulations; or (f) any claim that Generated Content you produced through the Services infringes or violates a third party's copyright, trademark, patent, trade secret, moral right, right of publicity, or any other intellectual property or proprietary right. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses. This provision does not require you to indemnify any of the Company Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Services.

The indemnification obligation in clause (f) applies where the alleged infringement arises from your prompts, Inputs, reference materials, or other content you supplied, from your acts or omissions, or from your use, modification, or distribution of Generated Content. It does not apply to claims arising from the Services as furnished by the Company independent of your Inputs or your use of Outputs, or from the Company's own infringement of a third party's rights. Nothing in this Section limits or restricts the Company's right to seek any other remedies available at law or in equity for any breach of the Agreement. For the avoidance of doubt, clause (f) does not apply to any claim for which the Company is obligated to reimburse you under Section 9.2, and nothing in this Section 9.1 requires you to indemnify the Company in respect of such a claim.

9.2 By the Company (Qualifying Accounts). Subject to the conditions, exclusions, and limits in Sections 9.3 through 9.5, and provided that your Account was a Qualifying Account both at the time the Output was generated and at the time the claim arises, the Company will reimburse you for damages finally awarded against you, amounts paid in settlement approved by the Company, and reasonable attorneys' fees and costs actually incurred, in connection with a third-party claim alleging that an Output you generated through the Services infringes that third party's copyright, where the Output was generated and used in accordance with the Agreement.

For purposes of this Section 9, a "Qualifying Account" is an Account that, on the relevant date, either (a) holds an active Ultimate subscription in good standing, or (b) has paid the Company at least one thousand two hundred US dollars ($1,200) in fees for the Services during the twelve (12) months immediately preceding that date, whether by subscription, credit purchase, or any combination. Section 9.2 does not apply to Accounts that are not Qualifying Accounts, to Outputs generated using free, trial, promotional, or complimentary credits, or to Outputs generated through any beta, preview, or evaluation feature.

9.3 Conditions. The Company's obligation under Section 9.2 applies only if you: (a) notify the Company in writing within thirty (30) days of becoming aware of the claim; (b) do not admit liability, make any public statement about the claim, or settle or compromise it without the Company's prior written consent; (c) provide the Company with reasonable cooperation and all information it requests about the claim, the Output, and the prompts and materials used to generate it; and (d) permit the Company, at its option and expense, to assume and control the defense of the claim. Failure to meet any of these conditions releases the Company from its obligation under Section 9.2 to the extent it is prejudiced by that failure.

9.4 Exclusions. Section 9.2 does not apply to any claim arising from or relating to: (a) any Input, prompt, reference image, footage, script, character design, name, mark, voice, likeness, or other material you supplied to the Services; (b) any prompt that names, describes, or is intended to produce the likeness of a real person, a recognizable brand, a trademark, a copyrighted character, or the distinctive style of an identifiable artist; (c) any modification of an Output, or any combination of an Output with other content, made by you or on your behalf; (d) any Output generated through a model that the Company has not designated within the Services as cleared for production use, or through any open-source model, feature, or component; (e) any beta, preview, or evaluation feature; (f) your continued use of an Output after the Company has notified you to cease use or has made a non-infringing replacement available; (g) any claim of trademark infringement, dilution, violation of a right of publicity or privacy, defamation, or unfair competition; or (h) your use of an Output in breach of the Agreement or of applicable law.

9.5 Limit and Sole Remedy. The Company's total aggregate liability under Section 9.2, across all claims and all periods, will not exceed the greater of (a) TEN THOUSAND US DOLLARS ($10,000) and (b) the total amount you paid the Company in the twelve (12) months preceding the date the first such claim arose. This limit is inclusive of, and not in addition to, all attorneys' fees, costs of defense, settlement amounts, and damages. Before any amount becomes payable, the Company may at its option and expense (i) procure the right for you to continue using the affected Output, (ii) make available a materially equivalent non-infringing replacement, or (iii) require you to cease use of the affected Output and refund the fees attributable to its generation. Section 9.2 states the Company's entire liability and your exclusive remedy for any third-party claim relating to an Output.

9.6 Enterprise Customers. A separate written enterprise agreement, master services agreement, or order form may provide different or broader indemnification, on different conditions and limits. Where such an agreement is in effect, it controls over this Section 9 and Sections 9.2 through 9.5 do not apply.

10. DISCLAIMER OF WARRANTIES AND CONDITIONS

10.1 As Is

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.

(a) YOUR USE OF OUTPUTS IS AT YOUR SOLE RISK. COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. COMPANY MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

(e) FROM TIME TO TIME, COMPANY MAY OFFER NEW "BETA" FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT COMPANY'S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

10.2 No Liability for Conduct of Third Parties

YOU ACKNOWLEDGE AND AGREE THAT COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

10.3 No Liability for Conduct of Other Users

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU UNDERSTAND THAT COMPANY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. COMPANY MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. COMPANY MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICES.

10.4 Third-Party Materials

As a part of the Services, you may have access to materials that are hosted by another party. You agree that it is impossible for Company to monitor such materials and that you access these materials at your own risk.

11. LIMITATION OF LIABILITY

11.1 Disclaimer of Certain Damages

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (c) UNAUTHORIZED ACCESS TO, LOSS, OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (e) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY'S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A COMPANY PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

11.2 Cap on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO COMPANY BY YOU DURING THE TWELVE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (b) $100 US DOLLARS; OR (c) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY'S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A COMPANY PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION. THE FOREGOING CAP DOES NOT APPLY TO THE COMPANY'S BREACH OF SECTION 4.8 (CONFIDENTIALITY OF YOUR CONTENT). THE COMPANY'S AGGREGATE LIABILITY FOR BREACH OF SECTION 4.8 WILL NOT EXCEED THE GREATER OF (a) TWENTY-FIVE THOUSAND US DOLLARS ($25,000) AND (b) THE TOTAL AMOUNT PAID TO COMPANY BY YOU DURING THE TWELVE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. A DIFFERENT LIMIT MAY BE AGREED IN A SEPARATE WRITTEN ENTERPRISE AGREEMENT. THE FOREGOING CAP DOES NOT APPLY TO THE COMPANY'S OBLIGATIONS UNDER SECTION 9.2, WHICH ARE LIMITED EXCLUSIVELY AS SET OUT IN SECTION 9.5.

11.3 User Content

EXCEPT FOR THE COMPANY'S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE COMPANY'S PRIVACY POLICY, COMPANY ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

11.4 Exclusion of Damages

CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

11.5 Basis of the Bargain

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.

12. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

It is the Company's policy to terminate membership privileges of any Registered User who repeatedly infringes copyright upon prompt notification to Company by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide the Company with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. The Company has designated an agent to receive notifications of claimed copyright infringement under the Digital Millennium Copyright Act, and has registered that designation with the United States Copyright Office under designation number DMCA-1079341. Notices of claimed infringement should be sent to the Copyright Agent at the email address below. This information is also published on the Company's copyright page on the Website.

Mojoverse, Inc. (d/b/a FilmSpark.AI)

Email: legal@FilmSpark.ai

A notice that does not substantially comply with the requirements above may not be effective. Under 17 U.S.C. Section 512(f), any person who knowingly materially misrepresents that material is infringing may be liable for damages, including costs and attorneys' fees.

13. MONITORING AND ENFORCEMENT

Company reserves the right to: (a) remove or refuse to post any of your Content in our sole discretion; (b) take any action with respect to any of your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for the Company; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and/or (e) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this Agreement.

If Company becomes aware of any possible violations by you of the Agreement, Company reserves the right to investigate such violations. If, as a result of the investigation, Company believes that criminal activity has occurred, Company reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Company is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including Your Content, in Company's possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Company, its Registered Users or the public, and all enforcement or other government officials, as Company in its sole discretion believes to be necessary or appropriate.

14. TERM AND TERMINATION

14.1 Term

The Agreement commences on the earlier of (a) the date when you accept them (as described in the preamble above) or (b) the date you first used the Services, and remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement.

14.2 Termination of Services by Company

If timely payment cannot be charged to your Payment Provider for any reason, if you have breached any provision of the Agreement, or if Company is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), Company has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Company's sole discretion and that Company shall not be liable to you or any third party for any termination of your Account.

14.3 Effect of Termination

Termination of any Service includes removal of access to such Service and barring of further use of the Service. Upon termination of any Service, your right to use such Service will automatically terminate immediately.

Following termination or expiration of your Account, the Company will retain Your Content for a period of thirty (30) days, during which you may export it. After that period the Company may delete Your Content from its live systems, with residual copies in routine backups purged in the ordinary course. Where the Company terminates for cause under Section 14.2, it may suspend access to the Services immediately, and will provide a reasonable means of retrieving Your Content unless prohibited by law.

Any of Your Content that you previously Made Available in any "public" areas of the Service may be retained in perpetuity.

For the avoidance of doubt, nothing in this Section affects your rights in Outputs you have generated and exported, which survive termination in accordance with Section 4.7.

All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, warranty disclaimers, limitation of liability, Section 4.7 (Use of Outputs), and Section 4.8 (Confidentiality of Your Content).

14.4 No Subsequent Registration

If your registration(s) with, or ability to access, the Services or any other Company community, is discontinued by Company due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services or any Company community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those the Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

15. INTERNATIONAL USERS

The Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Company intends to announce such Services or Content in your country. The Services are controlled and offered by Company from its facilities in the United States of America. Company makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.

16. DISPUTE RESOLUTION

Please read the following arbitration agreement in this Section ("Arbitration Agreement") carefully. It requires you to arbitrate disputes with Company Parties and limits the manner in which you can seek relief from the Company Parties.

16.1 Applicability of Arbitration Agreement

You agree that any dispute between you and any of the Company Parties relating in any way to the Services or this Agreement, will be resolved by binding arbitration, rather than in court, except that (1) you and the Company Parties may assert individualized claims in small claims court if the claims qualify, remain in such court and advance solely on an individual, non-class basis; and (2) you or the Company Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of this Agreement and shall apply, without limitation, to all claims that arose or were asserted before the Term start date or any prior version of this Agreement. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against the Company Parties on your behalf. For purposes of this Arbitration Agreement, "Dispute" will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of this Agreement.

16.2 Informal Dispute Resolution

There might be instances when a Dispute arises between you and Company. If that occurs, Company is committed to working with you to reach a reasonable resolution. You and Company agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost and mutually beneficial outcome. You and Company therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Company that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to: legal@FilmSpark.ai. The Notice must include: (1) your name, telephone number, mailing address, e-mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e-mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party's Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

16.3 Arbitration Rules and Forum

This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without giving effect to any choice or conflict of law rule that would cause the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect (the "Rules"), except as modified herein. The arbitration shall be conducted by a single arbitrator selected in accordance with the Rules.

The seat of arbitration shall be the State of Delaware, United States of America, and the proceedings shall be conducted in the English language. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, nothing in this Section shall prevent either Party from seeking injunctive or other equitable relief in any court of competent jurisdiction, including but not limited to relief necessary to protect a Party's intellectual property or Confidential Information.

Each Party hereby irrevocably submits to the arbitral jurisdiction set forth in this Section and waives any objection to the laying of venue or any claim of inconvenient forum.

16.4 Waiver of Jury Trial

EXCEPT AS SPECIFIED IN THE SUBSECTION TITLED "APPLICABILITY OF ARBITRATION AGREEMENT", YOU AND THE COMPANY PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Company Parties are instead electing that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in the subsection titled "Applicability of Arbitration Agreement" above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

16.5 Waiver of Class or Other Non-Individualized Relief

YOU AND COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, "Waiver of Class or Other Non-Individualized Relief," are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Company agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in Delaware. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Company from participating in a class-wide settlement of claims.

16.6 Attorneys' Fees and Costs

The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Company need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Conference, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys' fees and costs.

16.7 Invalidity, Expiration

Except as provided in the subsection entitled "Waiver of Class or Other Non-Individualized Relief", if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Company as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

16.8 Modification

Your continued use of the Services, including the acceptance of products and services offered on the Website following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect.

17. THIRD-PARTY SERVICES

The Company may provide links to third-party websites or apps for your convenience only, and they are subject to the third party's terms. The Company isn't responsible or liable for those websites, products, or services.

18. GENERAL PROVISIONS

18.1 Electronic Communications

The communications between you and Company may take place via electronic means, whether you visit the Services or send Company e-mails, or whether Company posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. ("E-Sign").

18.2 Assignment

You may not assign the Agreement, or your rights and obligations hereunder without Company's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

18.3 Force Majeure

Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

18.4 Questions, Complaints, Claims

If you have any questions, complaints or claims with respect to the Services, please contact us at: legal@FilmSpark.ai. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

18.5 Exclusive Venue

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Company agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Delaware.

18.6 Governing Law

THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.

18.7 Choice of Language

It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.

18.8 Notice

Where Company requires that you provide an e-mail address, you are responsible for providing Company with your most current e-mail address. In the event that the last e-mail address you provided to Company is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Company's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Company at the following address: legal@FilmSpark.ai.

18.9 Terms Updates

We may make changes to the Terms of Use from time to time, and if we do, we will notify you by revising the date at the top of the Terms of Use. In some cases, we will provide you with additional notice as required by law. For example, we will not make changes that have the effect of imposing additional fees or charges without providing additional notice. Any such changes will not apply to any dispute between us arising prior to the date on which we posted the revised Terms of Use incorporating such changes, or when the Terms of Use otherwise become effective. Please review the Terms of Use regularly. Unless otherwise noted, the amended Terms of Use will be effective immediately, and your continued use of our Services confirms your acceptance of the changes. If you do not agree to the amended Terms of Use, you must stop using our Services.

18.10 Waiver

Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

18.11 Severability

If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

18.12 Export Control

You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Company are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Company products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

18.13 Consumer Complaints

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

18.14 Entire Agreement

The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

Notwithstanding the foregoing, if you have entered into a separate written enterprise agreement, master services agreement, subscription agreement, or order form with the Company, that agreement controls over these Terms to the extent of any conflict.