Mach Labs Terms of Use

1. Introduction

These Mach Labs Terms of Use (the "Terms") govern the use of Synthesis AI, Inc. ("SAI")'s Mach Labs video creation platform (the "Services"). By accessing, using, or purchasing the Services in any way, accepting these Terms by clicking on an "I Accept" or similar button, completing the account registration process, or downloading or activating the Services, Customer (as defined in Section 2 below) agrees to these Terms, forming a binding agreement (the "Agreement"), and represents that Customer: (a) has read, understand, and agree to be bound by this Agreement; (b) is at least eighteen (18) years of age; (c) is not a resident of Illinois; (d) is not barred from using the Services under the laws of the United States, Customer's state of residence, or any other applicable jurisdiction; and (e) has the authority to enter into this Agreement personally, or if Customer is accessing or using the Services on behalf of an entity, on behalf of the entity identified in the account registration process (and all references to "Customer" in the Agreement will also be deemed to refer to such entity). If Customer does not agree to be bound by the Agreement, Customer may not access or use the Services. The Agreement includes these Terms, any Order Forms, and any written agreements between the parties.

2. Definitions

a. "Authorized Users": Individuals granted access to the Services by Customer, such as employees or contractors.

b. "Clone": A digital representation of an actual human being and may be either a Custom Clone (as defined below) or a Stock Clone (as defined below).

c. "Customer": The organization or individual that enters into the Agreement with SAI.

d. "Customer Data": Any (a) Input; (b) Custom Clones; (c) Output (as defined in Section 3.b below); and (d) videos created by Authorized Users using the Services.

e. "Custom Clones": Digital clones created specifically for Customer using Authorized User content as follows: (i) Custom Clones that are each meant to be an exact replica of an Authorized User submitting a video of themselves; and (ii) Custom Clones that are each based on an image of a fictional person which can be generated by the Services.

f. "Input": Any information and/or content, such as data, text, audio, images, or video, shared or uploaded by Authorized Users to the Services, including, by way of example, Customer prompts, comments, questions, and other materials submitted to the Services by an Authorized User.

g. "Stock Clones": Clones available to all users of the Services.

h. "SAI Content": Any content, such as Stock Clones, images, audio clips, and video templates, made available by SAI through the Services, excluding Customer Data and third-party products.

3. Use of Services

a. Customer Role: Customer controls how Authorized Users access and use the Services, including managing permissions, submitting Input, content creation, use of Clones, and data export.

b. Input/Output: Depending on the subscription plan, Authorized Users may access and use SAI Content, create Custom Clones, and/or create and upload their own Input to create, edit, and generate videos, or simply review content. Subject to its compliance with this Agreement, Customer, and not SAI, is entirely responsible for (i) all Input that it uploads, shares, posts, emails, transmits, queries, or otherwise makes available through or to the Services, and (ii) all output generated from Input. When Customer makes available any Input on or to the Services, Customer represents that it owns and/or has sufficient rights to provide and to use such Input in connection with the Services, including to grant the license set forth in Section 8.c (Input License), and including that Customer has obtained all necessary licenses and permissions. In response to any prompts, comments, questions, and other Input that Customer provides to the Services, the Services, together with any AI Services (as defined in Section 3.c below), may generate new videos, audio and related components ("Output"). Customer acknowledges that the Output is based on its Input, and that SAI has no control over any such Input. Accordingly, all Output is provided "as is" and with "all faults", and SAI makes no representations or warranties of any kind or nature with respect to any Input or Output, including any warranties of non-infringement, accuracy, completeness, truthfulness, timeliness or suitability. Customer is solely responsible for its use of its Output created through the Services, and for determining whether the Output is appropriate for its intended use, and Customer assumes all risks associated with its use of any Output, including any potential copyright infringement claims from third parties or any disclosure of its Output that personally identifies Customer, any Authorized User, or any third party.

c. AI Services: The Services may utilize certain artificial intelligence and deep learning platforms, algorithms, tools and models ("AI Services"), including those provided by third parties, to generate Output. Customer acknowledges and agrees that SAI may share Customer Input with the AI Services for this purpose and such AI Services do not make any representation or warranty as to the confidentiality or security of any Input. Further, Customer understands that additional license requirements may apply to certain AI Services, including that such AI Services may retain certain rights to use or disclose the Input, including to further train their algorithmic models. Customer must review and comply with such requirements for the AI Services used. Customer assumes all risks associated with its use of such AI Services. SAI will have no liability for the confidentiality of any Input submitted to the AI Services, for the output generated by the AI Services, or for the security, integrity, or unavailability of any AI Services, any third party's decision to discontinue, suspend or terminate any AI Services, or for any Output generated by the AI Services.

d. Clones: Authorized Users can create Custom Clones or use Stock Clones in video content. Customer will (i) inform Authorized Users of all Customer policies and practices that are relevant to Customer's use of the Services, including the use of any Clones, and of any settings that may impact the processing or generation of Customer Data; (ii) ensure any submission, processing, use or generation of Customer Data is lawful, and (iii) ensure that when it authorizes the creation or use of a Custom Clone using the voice or likeness of an individual, such individual is over the applicable statutory legal age and has provided free and informed written consent, and transferred and assigned any rights in such individual's voice and likeness to Customer sufficient for its intended use.

e. SAI's Removal Right: If SAI believes that there is a violation of the Agreement that can simply be remedied by Customer's takedown or removal of certain Customer Data, Custom Clone or Non-SAI product, SAI will, in most cases, ask Customer to take direct action rather than intervene. However, SAI may directly step in and take what it determines to be appropriate action, if Customer does not take appropriate action, or if SAI believes there is a credible risk of harm to SAI, the Services, Authorized Users, or any third parties. SAI may discontinue the availability of any SAI Content from the Services in its sole discretion.

4. Subscription Terms

a. Subscription Purchase: Access to the Services is granted via subscription, which may be purchased through an Order Form or via the Services interface. Subscriptions automatically renew unless canceled as of any renewal with at least 60 days' written notice given prior to any applicable renewal.

b. Adding Users: Additional Authorized Users can be added during the subscription term at the price stated in the Order Form.

c. Termination: Subscriptions may be terminated for cause if either party breaches the Agreement and fails to cure the breach within 30 days of notice.

d. Restrictions: As a condition of use, Customer agrees not to use the Services for any purpose that is prohibited by this Agreement or by applicable law. Customer shall not (and shall not permit any third party to): (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; (ii) frame or utilize framing techniques to enclose any trademark or logo located on the Services or any other portion of the Services (including images, text, page layout or form); (iii) use any metatags or other "hidden text" using SAI's name or trademarks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) 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 Services (except that SAI grants the operators of public search engines revocable permission to use spiders to copy materials from the Services 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); (vi) remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (vii) impersonate or create a deepfake of another person or entity, including any employee or representative of SAI; or (viii) interfere with or attempts to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of 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. Any unauthorized use of the Services terminates the licenses granted by SAI pursuant to this Agreement.

5. Customer Data and Privacy

a. Data Ownership: Customer retains ownership of all Customer Data.

b. Privacy and Security: SAI will implement commercially reasonable measures to protect Customer Data. Customer is responsible for implementing policies and procedures for the authorized use of AI Services to process Customer Data, the protection of personal data as it relates to Customer Data and the use of the Services, and for ensuring Authorized Users understand such policies and procedures.

c. State Data Privacy Law: With respect to any personally identifiable information submitted to or generated by the Services as Customer Data, SAI is a "service provider" or "subprocessor" and Customer is a "business" or "controller" (as those terms are commonly defined under U.S. state consumer data privacy laws). Where SAI processes Customer Data as a "service provider" or "subprocessor," SAI shall (a) process, retain, use, and disclose Customer Data as permitted by and described in this Agreement, or as otherwise authorized by applicable data privacy law; (b) not combine Customer Data with personally identifiable data that it receives from other sources; and (c) not sell Customer Data to any third party or use Customer Data for targeted behavioral advertising. Customer is solely responsible for responding to consumer requests arising under applicable U.S. state consumer data privacy laws. Where Customer notifies SAI that any consumer has exercised its rights under applicable U.S. state data privacy laws, SAI will reasonably assist Customer in responding to such requests.

6. Payment Terms

a. Fees: Fees are specified in the Order Form or Services interface and are payable in advance. All payment obligations are non-cancelable, and fees are non-refundable and not subject to set-off or deduction, except as provided for in this Agreement. Customer's credit card on file will be charged monthly or if Customer's account reaches the minimum balance specified by SAI. SAI will endeavor to notify Customer that the credit card on file has been charged but Customer's credit card will be charged regardless of whether such notification occurs. If Customer fails to pay any fees in full within the time specified, SAI may add a service charge of 1% per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by SAI in collecting past due amounts.

b. Suspension for Non-Payment: If any payment is more than 30 days overdue (excluding amounts disputed in good faith), SAI may suspend access to the Services until the overdue amount is paid, after providing 5 days' prior notice.

7. Feedback

Customer grants SAI a perpetual, irrevocable, worldwide, royalty-free license to freely use any feedback provided about the Services without any obligation or compensation to Customer.

8. Intellectual Property

a. Customer IP: Customer owns all Customer Data and Custom Clones created. SAI will only use Customer Data and Custom Clones as permitted in this Agreement.

b. SAI IP: SAI retains ownership of all intellectual property related to the Services, including the SAI Content, Stock Clones, AI models, any usage data generated by the Services, and any derivative works or improvements of any of the foregoing made during the subscription term.

c. Customer Data License: Subject to any applicable account settings that may be made available to Customer, Customer hereby grants SAI a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from Customer Data (in whole or in part) for the purposes of operating and providing the Services to Customer and to SAI's other customers, and for improving the Services. Without limiting the foregoing, Customer acknowledges that Input may be used by SAI, or third-party providers of the AI Services, to train, develop, enhance, evolve and improve the Services and the underlying artificial intelligence models, algorithms and related technology, products and services (including for labeling, classification, content moderation, and model training purposes), as well as for marketing and promotional purposes. If Customer elects to share its Output with other users of the Services, Customer hereby grants to such third-party users a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from its Output.

9. Confidentiality

By virtue of this Agreement, a party may have access to the other party's Confidential Information. "Confidential Information" means any non-public information disclosed in connection with this Agreement that is identified as confidential or proprietary at the time of disclosure by the party disclosing the information ("Disclosing Party") or reasonably should be known by the party receiving the information ("Receiving Party") to be confidential or proprietary in nature, whether in written, oral, graphic, electronic, or any other form, including: (a) the existence of and terms of this Agreement; (b) information, data, know-how, trade secrets, and other material pertaining to the operations, products, services, technology, intellectual property, programs, strategies, business plans, finances, personnel, customers, suppliers, markets, network, sales, prices, policies, or business affairs of Disclosing Party and its affiliates; (c) for SAI, the Services and SAI Content; (d) for Customer, Customer Data; and (e) information supplied orally with a contemporaneous confidential designation. Receiving Party will protect Disclosing Party's Confidential Information with the same degree of care as it uses to protect its own Confidential Information of like kind, but in no event with less than a reasonable degree of care. Receiving Party will not use or disclose Disclosing Party's Confidential Information except as permitted in this Agreement, or for the purpose of performing its obligations or exercising its rights under this Agreement. Confidential Information may be disclosed only to employees or contractors of Receiving Party with a "need to know" and who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose except as set forth herein. Receiving Party shall have appropriate written agreements with any such employees or contractors sufficient to ensure compliance with the provisions of this Agreement. Confidential Information shall not include information that the Receiving Party can demonstrate: (i) was rightfully in its possession or known to it without an obligation of confidentiality prior to receipt of the Confidential Information from the Disclosing Party; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation known to the Receiving Party; or (iv) was independently developed by Receiving Party without use of such Confidential Information.

10. Warranties and Disclaimers

a. Customer Warranties: Customer represents and warrants that (i) it has the legal authority to enter into the Agreement and is responsible for the actions of its Authorized Users and for their compliance with the terms of this Agreement; and (ii) its use of the Services must also comply at all times with SAI's Acceptable Use Policy and any applicable AI Services terms.

b. Services Warranty: SAI warrants that the Services will operate in a commercially reasonable manner. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND SAI EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT SAI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, STABLE, SECURE, OR ERROR-FREE.

11. Limitation of Liability

a. Exclusion of Damages: To the extent permitted by applicable law, except in cases of (i) death, personal injury, or tangible property damage; (ii) its gross negligence, willful misconduct, or fraud; (iii) obligations under Section 12 (Indemnification); (iv) its infringement of the other party's intellectual property rights; or (v) matters for which liability cannot be excluded or limited under applicable law, neither party will be liable for indirect, incidental, special, or consequential damages, including loss of profits or revenue.

b. Liability Cap: Notwithstanding any other provision of this Agreement, SAI's total liability arising from the Agreement is limited to the fees paid by Customer in the 6 months preceding the event giving rise to the claim.

12. Indemnification

a. SAI Indemnity: SAI will defend, hold harmless, and indemnify Customer against third-party claims alleging that the Services infringe on their intellectual property, provided that Customer promptly notifies SAI and allows control of the defense; provided, however, that SAI will have no liability if an indemnifiable claim against Customer arises from (a) Customer Data, Custom Clones, or non-SAI products or services; (b) Customer's negligence, misconduct, or breach of the Agreement; or (c) any use of SAI Content other than the most current version or release made available by SAI. Customer must provide SAI with prompt written notice of any indemnifiable claim against Customer and allow SAI the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting SAI's defense and settlement of such matter. This section states SAI's sole liability with respect to, and Customer's exclusive remedy against SAI for, any such claim.

b. Customer Indemnity: Customer will defend, hold harmless, and indemnify SAI against third-party claims arising from Customer Data or Customer's use of the Services in violation of (i) the Agreement or the Acceptable Use Policy, including but not limited to using the Services to create or attempt to a deepfake of another person; (ii) the rights of any other person or entity (including any other Services user), including but not limited to rights of publicity; or (iii) applicable laws, including but not limited to data privacy and protection regulations. SAI must provide Customer with prompt written notice of any indemnifiable claim against SAI and allow Customer the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer's defense and settlement of such matter.

13. Term and Termination

a. Term: The Agreement is effective until all subscriptions expire or are terminated.

b. Termination for Cause: Either party may terminate the Agreement for material breach after providing 30 days' notice to the breaching party, allowing them to cure the breach.

c. Effect of Termination: Upon termination of the Services subscription, or the applicable feature or functionality thereof, Customer's right to use the Services or the applicable feature or functionality thereof will automatically terminate, and SAI may, at its sole discretion, delete Customer Data associated therewith from its live databases. If Customer terminates Customer's account for cause, SAI may also bar Customer's further use or access to the Services. SAI will not have any liability whatsoever to Customer for any suspension or termination, including for deletion of Customer Data. All provisions of this Agreement which by their nature should survive, will survive termination of all subscriptions, including without limitation, ownership and confidentiality provisions, warranty disclaimers, and limitations of liability. If this Agreement is terminated for cause by SAI or if Customer's account or ability to access the Services is discontinued by SAI due to Customer's violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then Customer agrees that it shall not attempt to re-register with or access the Services through use of a different member name or otherwise.

14. Governing Law and Dispute Resolution

a. Governing Law: The Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles.

b. Dispute Resolution: Any disputes arising from the Agreement will be resolved in the courts of San Francisco County, California.

15. General Provisions

a. Publicity: Customer grants SAI the right to use its name and logo for marketing purposes (always consistent with brand guidelines provided by Customer), subject to Customer's ability to opt-out via written notice.

b. Force Majeure: Neither party will be liable for delays or failures caused by events beyond their reasonable control, such as natural disasters or government actions.

c. Assignment: Neither party may assign this Agreement without the other's consent, except in the case of a merger or acquisition, so long as the assignee is not a direct competitor of the non-assigning party.

d. Modifications: SAI may modify these Terms with notice to Customer. Continued use of the Services constitutes acceptance of the updated Terms.

16. Entire Agreement

These Terms, along with any Order Forms, constitute the entire agreement between SAI and Customer and supersede all prior agreements and communications. In the event of a conflict, the Order Form takes precedence.