TheAI, Inc. (DBA Inworld AI)

TERMS OF SERVICE

Last Updated: 04/28/2022

These Terms of Service (“Terms”) apply to your access to and use of the websites, mobile applications, API (defined below), and other online products and services (collectively, the “Services”) provided by Theai, Inc. (dba Inworld AI) (“Company”, “we”, “our” or “us”). By registering for, signing in, or otherwise using our Services, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 17. If you do not agree to these Terms, do not use our Services.

We may supply different or additional terms in relation to some of our Services, including charging fees for the Services, and those different or additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.

We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

If you have any questions about these Terms or our Services, please contact us at legal@inworld.ai.

1 Privacy

For information about how we collect, use, share or otherwise process information about you, please see our Privacy Policy.

2 Eligibility

You must be at least 18 years of age to use our Services. If you use our Services on behalf ofanother person or entity, (a) all references to “you” throughout these Terms will include thatperson or entity, (b) you represent that you are authorized to accept these Terms on thatperson’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms,the person or entity agrees to be responsible to us.

3 User Accounts and Account Security

You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. You must not authorize others to use your account credentials. You are responsible for the activities of such users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

4 User Content

1. Our Services may allow you to create and interact with one or more AI-powered virtual characters (“Character(s)”) that populate your immersive virtual reality environment (“Environment”) by providing various content to the Services (such content, “User Content” which for clarity, excludes any portion of the Services or content provided by the Services, including content generated from your User Content) that is used to generate your Character(s) virtual persona and control its interactions within the Environment. Except for the license you grant in Section 4(b), as between you and us, you retain all rights in and to your User Content. You represent, warrant and covenant that you have complied with all applicable laws in connection with your collection, use and provision of the User Content and have provided all notices, and obtained all rights and permissions required under applicable law as may be necessary for each Party to process the User Data and provide the Services as contemplated by this Terms.
2. You hereby grant to Company and its affiliates the non-exclusive, worldwide, irrevocable, royalty-free right: (i) to use User Content to provide the Services to you, including to generate and provide one or more Character(s); and, (ii) on a perpetual basis: to create, use, and disclose Anonymized Data (defined below) for any purpose; and, to use User Data to develop, maintain and improve the Services and any other products, software, and services of Company and/or its affiliates. “Anonymized Data” means any data collected in connection with the Services (including User Data) that has been aggregated and/or de-identified in such a manner such that you or any other individual cannot be identified from the data when it is shared outside of Company, its affiliates or contractors or service providers of any the foregoing.
3. You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You must create a Character that complies with and remains compliant with these Terms and our then current safety requirements located within https://studio.inworld.ai/docs/. You represent and warrant that your User Content and the Character that is generated from the User Content will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit or monitor User Content or Characters, we may delete or remove User Content or Characters at any time and for any reason with or without notice.

5 Right to use API and Services

Certain features of the Services may require you to install an application programming interface (“API”) to have a Character interact with your immersive virtual non-production internal test environment (that must be used solely by your employees and contractors). Subject to your continuing compliance with these Terms, you may, on a non-exclusive, non-transferable, nonsublicensable, revocable basis, use the Services solely to generate Characters from the User Content and the API to have one or more Characters you have generated with the Services interact with your Environment, in each case solely for your own internal (or personal if you are an individual consumer) noncommercial testing and evaluation purposes. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the rights granted herein.

6 Prohibited Conduct and Content

7 Ownership; Limited License

The Services, including the text, graphics, images, photographs, videos, illustrations and othercontent contained or generated therein, including any Character and its operation (other thanthe User Content used to generate the Character) are owned by us or our licensors and areprotected under both United States and foreign laws. Except as explicitly stated in these Terms,all rights in and to the Services are reserved by us or our licensors.

8 Trademarks

Our trademarks and our logos, our product or service names, our slogans and the look and feelof the Services are our intellectual property and may not be copied, imitated or used, in wholeor in part, without our prior written permission. All other trademarks, registered trademarks,product names and company names or logos mentioned on the Services are the property of theirrespective owners. Reference to any products, services, processes or other information by tradename, trademark, manufacturer, supplier or otherwise does not constitute or implyendorsement, sponsorship or recommendation by us.

9 Feedback

You may voluntarily post, submit or otherwise communicate to us any questions, comments,suggestions, ideas, original or creative materials or other information about us or our Services(collectively, “Feedback”). You hereby grant to Company a nonexclusive, worldwide, perpetual,irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and otherwiseexploit the Feedback. You understand that we may treat Feedback as nonconfidential.

10 Repeat Infringer Policy; Copyright Complaints

In accordance with the Digital Millennium Copyright Act and other applicable law, we haveadopted a policy of terminating, in appropriate circumstances, the accounts of users whorepeatedly infringe the intellectual property rights of others. If you believe that anything on ourServices infringes any copyright that you own or control, you may notify our designated agent asfollows:

Please see 17 U.S.C. § 512(c)(3)512(c)(3) for the requirements of a proper notification. Also,please note that if you knowingly misrepresent that any activity or material on our Services isinfringing, you may be liable to us for certain costs and damages.

11 Third-Party Content

We may provide information about third-party products, services, activities or events, or we mayallow third parties to make their content and information available on or through the Services(collectively, “Third-Party Content”). We provide Third-Party Content as a service to thoseinterested in such content. Your dealings or correspondence with third parties and your use ofor interaction with any Third-Party Content are solely between you and the third party. We donot control or endorse, and make no representations or warranties regarding, any Third-PartyContent, and your access to and use of such Third-Party Content is at your own risk.

12 Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmlessCompany and our subsidiaries and affiliates, and each of our respective officers, directors, agents,partners and employees (individually and collectively, the “Company Parties”) from and againstany losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of orrelated to (a) your access to or use of the Services; (b) your User Content or Feedback; (c) yourviolation of these Terms; (d) your violation, misappropriation or infringement of any rights ofanother (including intellectual property rights or privacy rights); or (e) your conduct in connectionwith the Services. You agree to promptly notify Company Parties of any third-party Claims,cooperate with Company Parties in defending such Claims and pay all fees, costs and expensesassociated with defending such Claims (including, but not limited to, attorneys' fees). You alsoagree that the Company Parties will have control of the defense or settlement, at Company's soleoption, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any otherindemnities set forth in a written agreement between you and Company or the other CompanyParties.

13 Disclaimers

YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN AWRITING BY US, OUR SERVICES AND ANY CONTENT THEREIN ARE PROVIDED “AS IS” AND “ASAVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING,BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, COMPANY DOES NOT REPRESENT OR WARRANT THAT OUR SERVICES ARE ACCURATE, COMPLETE, RELIABLE,CURRENT OR ERROR-FREE. WHILE COMPANY ATTEMPTS TO MAKE YOUR USE OF OUR SERVICESAND ANY CONTENT THEREIN SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THATOUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES.

14 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND THE OTHERCOMPANY PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHERBASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE—FORANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGESOR LOST PROFITS, EVEN IF COMPANY OR THE OTHER COMPANY PARTIES HAVE BEEN ADVISEDOF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF COMPANY AND THE OTHERCOMPANY PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OURSERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF $5.00OR THE AMOUNT PAID BY YOU TO USE OUR SERVICES. THE LIMITATIONS SET FORTH IN THISSECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD ORINTENTIONAL MISCONDUCT OF COMPANY OR THE OTHER COMPANY PARTIES OR FOR ANYOTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLELAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATIONOF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONSMAY NOT APPLY TO YOU.

15 Release

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE COMPANY AND THEOTHER COMPANY PARTIES FROM RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS AND/ORDAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN ANDUNKNOWN (INCLUDING, BUT NOT LIMITED TO, CLAIMS OF NEGLIGENCE), ARISING OUT OF ORRELATED TO DISPUTES BETWEEN USERS AND THE ACTS OR OMISSIONS OF THIRD PARTIES. IFYOU ARE A CONSUMER WHO RESIDES IN CALIFORNIA, YOU HEREBY WAIVE YOUR RIGHTSUNDER CALIFORNIA CIVIL CODE § 1542, WHICH PROVIDES: “A GENERAL RELEASE DOES NOTEXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECTTO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWNBY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THEDEBTOR OR RELEASED PARTY.”

16 Transfer and Processing Data

In order for us to provide our Services, you agree that we may process, transfer and storeinformation about you in the United States and other countries, where you may not have thesame rights and protections as you do under local law.

17 Dispute Resolution; Binding Arbitration

Please read the following section 17 carefully because it requires you to arbitrate certaindisputes and claims with Company and limits the manner in which you can seek relief from us,unless you opt out of arbitration by following the instructions set forth below. No class orrepresentative actions or arbitrations are allowed under this arbitration provision. In addition,arbitration precludes you from suing in court or having a jury trial.

• No Representative Actions. You and Company agree that any dispute arising out of orrelated to these Terms, or our Services is personal to you and Company and that any disputewill be resolved solely through individual action, and will not be brought as a classarbitration, class action or any other type of representative proceeding.
• Arbitration of Disputes. Except for disputes in which you or Company seeks injunctive orother equitable relief for the alleged infringement or misappropriation of intellectualproperty, you and Company waive your rights to a jury trial and to have any dispute arisingout of or related to these Terms or our Services, including claims related to privacy and datasecurity, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you haveagainst Company you agree to first contact Company and attempt to resolve the claiminformally by sending a written notice of your claim (“Notice”) to Company by email atlegal@inworld.ai or by certified mail addressed to 800 W El Camino Real Suite 180, MountainView, CA 94040. The Notice must (a) include your name, residence address, email address,and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth thespecific relief sought. Our notice to you will be similar in form to that described above. If youand Company cannot reach an agreement to resolve the Dispute within thirty (30) days aftersuch Notice is received, then either party may submit the Dispute to binding arbitrationadministered by JAMS or, under the limited circumstances set forth above, in court. AllDisputes submitted to JAMS will be resolved through confidential, binding arbitration beforeone arbitrator. Arbitration proceedings will be held in [county, state] unless you are aconsumer, in which case you may elect to hold the arbitration in your county of residence.For purposes of this Section 17, a “consumer” means a person using the Services for personal,family or household purposes. You and Company agree that Disputes will be held inaccordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). Themost recent version of the JAMS Rules are available on the JAMS website and are herebyincorporated by reference. You either acknowledge and agree that you have read andunderstand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive anyclaim that the JAMS Rules are unfair or should not apply for any reason.
• You and Company agree that these Terms affect interstate commerce and that theenforceability of this Section 17 will be substantively and procedurally governed by theFederal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permittedby applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator willhave exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including thepower to determine the question of arbitrability. The arbitrator may conduct only anindividual arbitration and may not consolidate more than one individual’s claims, presideover any type of class or representative proceeding or preside over any proceeding involvingmore than one individual.
• The arbitration will allow for the discovery or exchange of non-privileged informationrelevant to the Dispute. The arbitrator, Company, and you will maintain the confidentialityof any arbitration proceedings, judgments and awards, including information gathered,prepared and presented for purposes of the arbitration or related to the Dispute(s) therein.The arbitrator will have the authority to make appropriate rulings to safeguardconfidentiality, unless the law provides to the contrary. The duty of confidentiality does notapply to the extent that disclosure is necessary to prepare for or conduct the arbitrationhearing on the merits, in connection with a court application for a preliminary remedy or inconnection with a judicial challenge to an arbitration award or its enforcement, or to theextent that disclosure is otherwise required by law or judicial decision.
• You and Company agree that for any arbitration you initiate, you will pay the filing fee (up toa maximum of $250 if you are a consumer), and Company will pay the remaining JAMS feesand costs. For any arbitration initiated by Company, Company will pay all JAMS fees and costs.You and Company agree that the state or federal courts for San Francisco, California haveexclusive jurisdiction over any appeals and the enforcement of an arbitration award.
• Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Company will not have the rightto assert the claim.
• You have the right to opt out of binding arbitration within 30 days of the date you firstaccepted the terms of this Section 17 by sending an email to legal@inworld.ai. In order tobe effective, the opt-out notice must include your full name and address and clearly indicateyour intent to opt out of binding arbitration. By opting out of binding arbitration, you areagreeing to resolve Disputes in accordance with Section 17.
• If any portion of this Section 17 is found to be unenforceable or unlawful for any reason, (a)the unenforceable or unlawful provision shall be severed from these Terms; (b) severance ofthe unenforceable or unlawful provision shall have no impact whatsoever on the remainderof this Section 17 or the parties’ ability to compel arbitration of any remaining claims on anindividual basis pursuant to this Section 17; and (c) to the extent that any claims musttherefore proceed on a class, collective, consolidated, or representative basis, such claimsmust be litigated in a civil court of competent jurisdiction and not in arbitration, and theparties agree that litigation of those claims shall be stayed pending the outcome of anyindividual claims in arbitration. Further, if any part of this Section 17 is found to prohibit anindividual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 17 willbe enforceable.

18 Governing Law and Venue

Any dispute arising from these Terms and your use of the Services will be governed by andconstrued and enforced in accordance with the laws of California, except to the extentpreempted by U.S. federal law, without regard to conflict of law rules or principles (whether ofCalifornia or any other jurisdiction) that would cause the application of the laws of any otherjurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heardin small claims court will be resolved in the state or federal courts of California and the UnitedStates for San Francisco, California.

19 Modifying and Terminating our Services

We reserve the right to modify our Services or to suspend or stop providing all or portions of ourServices to you at any time. You also have the right to stop using our Services at any time. Weare not responsible for any loss or harm related to your inability to access or use our Services.

20 Severability

Each provision contained in these Terms constitutes a separate and distinct provision severablefrom all other provisions. If any provision (or any part thereof) is unenforceable under orprohibited by any present or future law, then such provision (or part thereof) will be amended,and is hereby amended, so as to be in compliance with such law, while preserving to themaximum extent possible the intent of the original provision. Any provision (or part thereof) thatcannot be so amended will be severed from this Terms; and, all the remaining provisions of thisTerms will remain unimpaired.

21 Miscellaneous

• The failure of Company to exercise or enforce any right or provision of these Terms will notoperate as a waiver of such right or provision. These Terms reflect the entire agreementbetween the parties relating to the subject matter hereof and supersede all prior agreements,representations, statements and understandings of the parties. The section titles in theseTerms are for convenience only and have no legal or contractual effect. Use of the word“including” will be interpreted to mean “including without limitation.” Except as otherwiseprovided herein, these Terms are intended solely for the benefit of the parties and are notintended to confer third-party beneficiary rights upon any other person or entity. You agreethat communications and transactions between us may be conducted electronically.
• Under California Civil Code Section 1789.3, California consumers are entitled to the followingspecific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at 1 (800)952-5210.