Terms of Service

Effective Date: July 1, 2025

Last Updated: July 24, 2025

Welcome! Please read these ACT 3 AI, Inc. Terms of Service carefully before accessing or using our Services or Platform.

If you live in the United States, please read Section 18 of these Terms carefully. It contains both a binding arbitration clause and a class action waiver that impact your rights about how disputes are resolved with ACT 3 AI.

For questions about these Terms of Service, please contact us at contactus@act3ai.com.

1. Definitions

The following capitalized terms have the meanings set out below. They apply throughout these Terms of Service (these "Terms"), unless a capitalized term is expressly defined in a different section of these Terms.

Term	Meaning
"Account"	Establishes your ongoing legal relationship with ACT 3 AI. A "Personal Account" identifies a single natural-person User, while an "Organization Account" is a shared workspace that groups multiple Users under common billing and administrative control. A Personal Account may belong to one or more Organization Accounts.
"Agreement"	Collectively, these Terms, our Privacy Policy, any Additional Product Terms, Usage Policies, and all other rules or notices we post or reference on the Website.
"AI Credits" ("Credits")	The internal, metered units linked to a Personal Account or an Organization Account for Users to spend to run resource-intensive tasks —e.g., generating video shots, rendering 3-D sets, or invoking AI Workers. Credits are allocated monthly under your subscription tier and pooled at the Organization level.
"AI Workers"	Modular artificial-intelligence agents (e.g., Writer, Director, Cinematographer, Set Designer) that collaborate to expand scripts, design visuals, and orchestrate production tasks inside the Service.
"Beta Features"	Any software, service, or feature we label or otherwise designate as "alpha," "beta," "preview," "early access," or similar.
"Content"	All content displayed or made available through the Service — including text, code, data, images, graphics, video, audio, software, packages, designs, and other items. User-Generated Content ("UGC" or "your Content") is Content that a User creates, uploads, or otherwise makes available through the Service.
"Digital Asset"	Any AI-generated or User-uploaded file—such as a rendered clip, 3-D model, prompt, or storyboard—created or stored within the Platform.
"ACT 3 AI," "we," "us," or "our"	ACT 3 AI, Inc., a Washington corporation, together with its affiliates, officers, directors, employees, contractors, licensors, and agents.
"Owner"	The individual or entity designated as the legal owner of a Personal Account or Organization Account and its Digital Assets.
"Platform"	A cloud-based creative platform currently branded ACT 3 ai, including all websites, sub-domains, applications, services, features, Content, and interfaces we operate—including the ACT 3 AI web application—plus any successor or related offerings.
"Project"	A discrete creative work (e.g., a film, TV episode, marketing spot, or social-media video) managed within the Service and owned by a single Organization.
"Service"	Every service we provide through the Platform, including paid subscriptions, Beta Features, APIs, and support.
"Subscription"	The paid or free plan that governs the Credits, feature set, and support level available to an Account, as selected during signup or later changed in the billing dashboard.
"User," "you," "your"	The individual or legal entity that visits or uses any part of the Website or Service, or directs such use. Users must be at least 13 years old (or the minimum age required by applicable law).
"Website"	ACT3ai.com and any sub-domain or successor site we control, as well as product-specific sites for ACT 3 AI or other ACT 3 AI services.

2. Our Services

Summary: This "Our Services" section describes what the Service currently offers and the general conditions under which it is provided. It should be read together with the rest of the Terms, including sections on Acceptable Use, Subscriptions, AI Training, and Liability, which further govern your relationship with ACT 3 AI.

2.1 Scope of Services

ACT 3 AI operates and facilitates access to the Platform, which enables Users to plan, generate, edit, and manage audiovisual works and related Digital Assets. The Platform is delivered through our Website, web-application, command-line tools, plug-ins, programmatic application-programming interfaces ("APIs"), and any downloadable software we make available. Core capabilities of the Platform presently include, without limitation:

• AI-assisted expansion of rough concepts into complete scripts and story structures;
• Integration of large-scale generative-video models (e.g., Flux, Stable Diffusion SDXL, Runway, Google Veo 3) to create draft, standard, or high-quality shots;
• Management of Beats, Scenes, Shots, cinematography, lighting, and 3-D set control; and
• Project-level collaboration within Organizations, each owning its Projects, members, and subscription.

2.2 Subscription Tiers and AI Credits

Access to paid functionality is packaged into subscription plans (Free, Community, Standard, Business, Enterprise). Each plan allocates a monthly pool of AI Credits that meter high-compute tasks—such as script generation, 3-D asset synthesis, and video rendering. When a User initiates a credit-consuming task, the exact cost is disclosed in the interface and deducted from the Organization's active credit balance; unused credits may roll into a capped rollover bank as described in the billing specification.

2.3 Cloud Storage

The Service provides cloud storage for generated media and uploads, subject to the per-plan quota shown in the billing dashboard (e.g., Free: 50 MB; Business: 5 GB). When an Organization reaches its limit, new media generation is blocked until the Organization either deletes existing files or upgrades its plan.

2.4 Beta Features

We may, from time to time, offer software, services, or features identified as "alpha," "beta," "preview," "early-access," or similar ("Beta Features"). Beta Features are experimental, may never be broadly released, and are offered as is without any commitment to continued availability, security, or performance. Non-public information you receive about a private Beta Feature constitutes our Confidential Information.

2.5 Third-Party Content and Integrations

The Platform orchestrates third-party models, cloud infrastructure, asset libraries, payment processors, and marketplace offerings (collectively, "Third-Party Services"). We do not control and are not responsible for Third-Party Services. Your use of any Third-Party Service is governed solely by the terms between you and that provider.

2.6 Modifications to the Service

We continuously improve our offerings. Accordingly, we reserve the right to add, change, suspend, or discontinue any aspect of the Service (including specific features, subscription tiers, or Credit pricing) at any time, for any or no reason, and without liability to you. Where practicable, we will endeavor to give you reasonable advance notice.

2.7 Availability & Support

While we strive for uninterrupted operation, the Service may be unavailable due to maintenance, upgrades, hardware failures, or events beyond our control. We make no guarantee of uninterrupted uptime and disclaim any liability for loss caused by outages. Support channels and response times vary by subscription tier; see your plan description for details.

2.8 Usage Limits and Fair Use

To maintain platform stability, we may throttle bandwidth, storage, API calls, or concurrent generation jobs if we determine that your usage is significantly excessive relative to similarly situated Users or otherwise poses a risk to the Service or other Users.

2.9 Service-Generated Assets

Digital Assets produced through the Service (e.g., rendered clips, 3-D models, prompts) are stored within the originating Organization's workspace. Ownership, licensing, and permitted use of such assets are governed by Section 9 (Ownership of Inputs & Outputs) and other sections of these Terms.

2.10 Feedback

If you choose to provide ideas, suggestions, or other feedback regarding the Service, you grant ACT 3 AI a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without restriction or compensation.

3. Accounts

Summary: This "Accounts" section governs eligibility, registration, responsibilities, and the circumstances under which Accounts may be suspended, transferred, or terminated, and should be read together with the Definitions, Our Services, Subscriptions, Acceptable Use, and other sections of these Terms.

3.1 Eligibility & Authority

a. Minimum age. You must be at least 13 years old—or the minimum age required by the laws of your jurisdiction—to register or use the Service. If we learn that a minor younger than the applicable age has created an Account, we will close the Account and delete associated personal data as required by law.

b. Legal capacity. By opening an Account on your own behalf, you represent that you have the legal capacity to enter into a binding contract. If you create an Organization Account, you represent that you have authority to bind the Organization to these Terms.

3.2 Account Types & Administrative Control

a. Personal Account. Identifies a single natural-person User and serves as that User's identity across the Platform. The Personal Account owner has ultimate administrative control over its settings, Assets, and profile data.

b. Organization Account. A shared workspace that owns Projects, AI Credits, billing, and cloud storage. Each Organization must have at least one Personal-Account owner with full administrative rights; additional roles and granular permissions (Read, Modify, Run AI, Use Credits, Billing, Owner) are described in the documentation.

c. Machine Accounts. Automated ("bot") Accounts are permitted only if (i) they are created and overseen by a human with a valid Personal Account, (ii) they are used exclusively to perform scripted tasks, and (iii) the human owner accepts responsibility for all actions of the Machine Account.

3.3 Registration & Required Information

You must provide a valid email address to complete signup. Additional information (e.g., legal entity name, billing address, payment method) is required for paid plans or when you act on behalf of a business or government entity.

3.4 Transfer & Multiple Organizations

An authorized representative of the Owner of an Organization Account may initiate a transfer to another individual to serve as the authorized representative of the Owner. Both parties must confirm the transfer before it takes effect, at which point all administrative rights migrate to the new authorized representative of the Owner.

3.5 Security Responsibilities

You are responsible for all activity conducted under your credentials, for safeguarding your password, and for enabling available security features (e.g., two-factor authentication). ACT 3 AI is not liable for loss or damage arising from your failure to secure the Account. Alert us immediately at legal@ACT3ai.com if you suspect unauthorized access.

3.6 Usage Limits & Compliance

a. Single-user credentials. Each login may only be used by one person. Subscription tiers dictate how many Personal Accounts may access an Organization Account.

b. Export control & sanctions. You may not access or use the Platform if such activity is prohibited by applicable export-control or sanctions laws, including U.S. regulations concerning Specially Designated Nationals.

3.7 Account Suspension, Cancellation & Termination

a. Your right to cancel. You may close your Account at any time through the in-app settings interface. We are unable to process cancellations sent solely by email or phone.

b. Our right to act. We may suspend or terminate your access to the Service without notice if (i) you breach these Terms, (ii) payment fails or is overdue, (iii) your usage poses a security or legal risk, or (iv) we are required to do so by law.

c. Notice. Unless immediate action is necessary to prevent harm, we may attempt to give reasonable advance notice of suspension or termination and an opportunity to cure the violation.

3.8 Effect of Cancellation or Termination

Upon cancellation or termination of an Account, access to the Platform ceases immediately. We will delete your profile and Account data—including Digital Assets—within 90 days, subject to: (i) retention required to meet legal obligations, (ii) encrypted backup cycles, and (iii) preservation of Assets you previously shared with other Users. Sections of these Terms that by their nature should survive such termination or cancellation (including, without limitation, ownership, confidentiality, warranty disclaimers, limitations of liability, indemnities, and dispute-resolution provisions) shall survive.

3.9 Electronic Communications & Legal Notice

By creating an Account, you consent to receive notices and disclosures electronically at the email address associated with the Account. Electronic communications satisfy any legal requirement that such communications be in writing. Formal legal notices must be delivered to: ACT 3 AI, Inc., Attn: Legal Department, 411 108th Ave NE, Suite 200, Bellevue, WA 98004 USA, with a copy via email to legal@ACT3ai.com.

4. Subscriptions

Summary: This "Subscriptions" section governs the purchase, renewal, modification, suspension, and termination of all fee-bearing or promotional subscriptions to the Services. The Services are offered on a subscription basis. Each Organization Account selects a plan that grants (i) a monthly allocation of Credits, (ii) defined storage, concurrency and feature limits, and (iii) access for its members under the roles described in this section. Plans renew automatically each Billing Cycle until cancelled. All fees are due in advance, non-refundable, and subject to the payment terms below.

4.1 Plan Structure; Pricing Table

• Plans. The Services are offered on multiple subscription tiers (each, a "Plan") that specify: (i) the periodic fee, (ii) the number of AI Credits allocated per Billing Cycle, (iii) the maximum rollover-credit balance permitted (the "Rollover Bank Cap"), (iv) storage and concurrency limits, (v) support level, and (vi) any other usage or feature restrictions.
• Incorporation by Reference. The current Plan specifications are set forth in the version-dated pricing schedule located at www.ACT3ai.com/pricing (the "Pricing Table"), which is incorporated by reference and forms part of these Terms. The Company may reproduce the same information in an Appendix to these Terms for archival purposes.
• Credits. Credits are metering units used by Users to consume resource-intensive features as described in the Documentation. Credits accrue only to the Personal Account or Organization Account and have no monetary or property value.

4.2 Term; Billing Cycle; Auto-Renewal

• Initial Term. A subscription commences on the Effective Date of the applicable order and continues for the period stated therein (a "Billing Cycle").
• Renewal. At the end of each Billing Cycle the subscription automatically renews for a successive Billing Cycle of equal length unless Customer cancels in accordance with Section 4.13.
• Renewal Notice. For annual Plans, Company shall send an e-mail renewal reminder at least 14 days prior to the renewal date stating the then-current fees and a link to cancel. For monthly Plans, the checkout disclosure and receipt constitute ongoing renewal notice.

4.3 Plan Changes

• Upgrades. Customer may upgrade at any time; Company will invoice a prorated fee for the remainder of the current Billing Cycle and the higher limits shall apply immediately.
• Downgrades. Downgrades become effective on the next Billing Cycle. If Customer's usage exceeds the limits of the lower Plan, Customer shall reduce such usage within 30 days after the downgrade takes effect, failing which Company may restrict functionality or delete excess data.
• Pause. Once per rolling twelve-month period, Customer may pause a subscription for up to 90 consecutive days. During a pause: (i) no new Credits accrue, (ii) existing Credits remain in the Rollover Bank, (iii) subscription fees are suspended, and (iv) access is limited to read-only. Absent earlier cancellation, the subscription automatically resumes at the end of the pause.

4.4 Free, Trial, and Promotional Plans

Company may offer Free, Trial, or promotional Plans subject to the usage limits, watermarks, or other restrictions stated at sign-up. After six (6) consecutive months of Free-tier generative use, continued generation of new assets requires conversion to a fee-bearing Plan. Company may modify or terminate any Free or promotional Plan on 30 days' prior written notice.

4.5 Credit Allocation; Rollover; Expiry

Rule	Provision
Monthly Allocation	Credits are added to Customer's balance on the first day of each Billing Cycle.
Rollover	Unused monthly Credits roll into the Rollover Bank up to the applicable Cap.
Expiry	Rolled-over Credits expire twelve (12) months after the date of original allocation unless otherwise specified at the time of grant.
Downgrade	Credits exceeding the new Plan's Cap remain usable for 30 days post-downgrade and then expire.
Account Closure	All unredeemed Credits immediately expire upon termination for any reason and are not redeemable for cash or other value.

If a task fails solely due to a verified Service error, Company will automatically re-credit the consumed Credits.

4.6 Dormancy; Archiving

If no User associated with an Organization Account logs in or spends Credits for twelve (12) consecutive months ("Dormancy"), Company may: (i) notify Customer of Dormancy and the intent to archive, (ii) place the Organization Account in read-only archive status 30 days thereafter, and (iii) permanently delete stored Digital Assets 60 days after archiving.

4.7 Payment Credentials; Authorization

Customer authorizes Company and its designated payment processors (presently Stripe and PayPal) to charge all fees, usage overages, applicable Taxes (defined below), chargebacks, and collection costs to the payment method(s) provided. Customer represents that it is authorized to use each payment method furnished.

4.8 Billing; Refunds

• Advance Billing. Subscription fees are invoiced and payable in advance unless the order specifies usage-based components that are billed in arrears.
• Refunds. Except as set forth below, all payments are non-refundable. Company will issue a pro-rata refund of prepaid fees only if: (i) Company discontinues the Services for convenience, or (ii) Customer terminates for Company's uncured material breach, or (iii) refund is required by non-waivable consumer law. Credits are not convertible to cash except where required by law.

4.9 Taxes; Late Charges

Fees are exclusive of all sales, value-added, goods and services, use, withholding, or similar taxes ("Taxes"). Customer shall pay such Taxes (other than taxes on Company's net income) or provide a valid exemption certificate. Overdue amounts accrue interest at 1% per month or the maximum rate permitted by law, whichever is lower. Customer is liable for reasonable costs of collection and any processor chargeback fees.

4.10 Price and Rate Changes

Company may modify Plan pricing or Credit consumption rates upon at least 30 days' prior written notice. A "Material Increase" means an increase of more than 5% in any twelve-month period. If Customer does not agree to a Material Increase, Customer may cancel the subscription before the effective date; continued use after that date constitutes acceptance.

4.11 Seats; Overage Billing

If the number of active Personal Accounts linked to an Organization Account exceeds the seat limit of the subscribed Plan, Company may automatically (a) upgrade the Plan, or (b) invoice the excess seats monthly in arrears at the then-current seat overage rate. Counting methodology and audit rights are set forth in the Documentation.

4.12 Suspension

Company may suspend or throttle the Services upon: (i) failure to pay undisputed amounts when due and failure to cure within five (5) days of notice, (ii) material breach of the Acceptable-Use Policy, or (iii) Customer usage that materially exceeds Plan norms and threatens Service stability. Company will provide prior notice and an opportunity to cure unless immediate suspension is reasonably necessary to protect the Services.

4.13 Customer Cancellation

Customer may cancel a subscription at any time through the Billing dashboard. The Services remain available at the subscribed Plan level through the end of the then-current Billing Cycle, after which the Organization Account enters read-only Archive Mode and data deletion proceeds under Company's Data-Retention Policy.

4.14 Effect of Termination

Upon termination or expiration of a subscription for any reason: (i) all rights and licenses granted to Customer under these Terms immediately cease; (ii) Customer shall cease all use of the Services; (iii) any unpaid fees become immediately due; and (iv) all unredeemed Credits are forfeited. Sections of these Terms that by their nature should survive such termination or cancellation (including, without limitation, ownership, confidentiality, warranty disclaimers, limitations of liability, indemnities, and dispute-resolution provisions) shall survive.

4.15 Consumer-Law Reservation

Nothing in this Section 4 limits any non-waivable rights that Customer may possess under applicable consumer-protection or mandatory local law.

5. Acceptable Use

Summary: This "Acceptable Use" section sets out the rules that apply to every ACT 3 AI Account and every use of the Platform. You may access and use the Service only in a lawful, respectful, and responsible manner.

5.1 Compliance with Laws

You must comply with all applicable laws and regulations—including those governing copyright, trademarks, export control, sanctions, data privacy, and child-protection—whenever you access or use the Service.

5.2 User Safety & Prohibited Content

Content or activity on the Platform must not:

• be unlawful or promote unlawful activity;
• be sexually obscene, exploitative, or abusive (including of minors);
• be defamatory, fraudulent, or intentionally deceptive in ways likely to harm public interests such as health, safety, or election integrity;
• harass, abuse, or threaten violence against any person or group;
• depict, glorify, or incite gratuitous violence; or
• significantly or repeatedly disrupt other Users' experience.

5.3 Intellectual-Property, Authenticity & Privacy

You may not:

• infringe any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right;
• share software or keys intended to bypass licensing checks;
• impersonate any person or entity, including ACT 3 AI personnel; or
• post another person's private or personal information without consent.

5.4 Spam, Inauthentic, or Deceptive Practices

Prohibited activity includes:

• automated or coordinated bulk actions (e.g., mass account creation, fake engagement);
• bulk distribution of promotions or advertising that violates these Terms;
• rank manipulation (e.g., automated starring or following);
• creating secondary markets for inauthentic activity;
• phishing or attempted phishing; and
• get-rich-quick schemes or other deceptive promotions.

5.5 Site Access & Security

You must not:

• use the Platform to deliver malware, manage command-and-control servers, or organize denial-of-service attacks;
• attempt to disrupt, gain unauthorized access to, or test the vulnerability of any network, device, data, or account; or
• circumvent authentication, encryption, or usage meters (e.g., AI Credit accounting).

5.6 Service Usage Limits & Fair Use

You may not reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service except as expressly permitted in these Terms. Excessive or abusive consumption of compute, storage, bandwidth, or API capacity may result in throttling, suspension, or additional fees.

5.7 Scraping & Information Usage

Permitted. Research or archival use of public, non-personal information, provided resulting publications are open access.

Prohibited. Scraping or API use for spamming, unsolicited outreach, or resale of Users' personal data.

Any collection of personal information must comply with our Privacy Policy and honor "do not contact" requests.

5.8 Bandwidth & Storage

If your bandwidth or storage usage is significantly higher than that of similarly situated Users, we may throttle, suspend, or delete hosted files after reasonable notice until usage is reduced or your plan is upgraded.

5.9 Advertising

Advertising may appear only in materials directly related to your Project and must follow all applicable laws (e.g., FTC endorsement rules). Posting monetized or bulk promotional Content in other Users' workspaces is prohibited. ACT 3 AI may remove any promotional material that violates these guidelines.

5.10 AI-Specific Restrictions

When using generative features, do not:

• input material you lack the right to use or that violates these Acceptable-Use rules;
• attempt to regenerate or distribute infringing, hateful, or disallowed Content via prompts; or
• use Service outputs to train competing AI models unless expressly permitted under Section 9 (Ownership of Inputs & Outputs).

5.11 Export Control & Sanctions

You may not use the Service if such use is prohibited under U.S. or other applicable export-control or sanctions laws, including use by or on behalf of a Specially Designated National.

5.12 Enforcement & Reporting

ACT 3 AI may remove UGC, suspend Accounts, or terminate access for violations of this Section 5. We will attempt to provide notice and an opportunity to appeal where practical but reserve full discretion to act immediately when User safety, legal compliance, or platform integrity is at risk.

If you believe someone is violating these rules, please report the matter to AntiAbuse@ACT3ai.com with relevant details. Violating any part of this Acceptable Use section constitutes a material breach of the Agreement and may result in suspension or termination of your Account, forfeiture of AI Credits, and other legal remedies.

6. AI Credits

Summary: This "AI Credits" section explains how ACT 3 AI's internal AI Credits system works, the rules that govern it, and your rights and responsibilities when you use Credits.

6.1 What AI Credits Are

Definition. AI Credits (or Credits) are defined in Section 1.

No Cash Value. Credits are not currency, securities, or gift cards. They hold no cash or monetary value, are non-refundable (except as expressly stated in Section 6.6), and cannot be redeemed for cash or transferred outside the Platform.

Where to Find Current Pricing. All tasks, their Credit costs, and plan-specific allocations are listed in the Credit Pricing Table posted at https://app.act3ai.com/settings/plans/ (the "Pricing Page"). That table is incorporated by reference and may be updated under Section 6.5.

6.2 How You Get Credits

Source	How it works
Subscription Allocation	Each paid plan receives a monthly block of Credits ("Monthly Allocation"). Free plans receive a smaller, promotional allocation.
Add-On Packs	You may purchase one-off Credit packs at the then-current rates through the Billing Dashboard.
Promotional Credits	We may grant bonus or promotional Credits. We tell you the expiry date and any special restrictions at the time of grant.

6.3 How Credits Are Spent

• Real-time display. Before you launch a task, the interface shows the exact or estimated Credit cost. Starting the task is your authorization to deduct those Credits.
• Usage Order. We deduct from the current Monthly Allocation first, then from any Rollover Bank (see § 6.4).
• Failed or Aborted Jobs. If a task fails solely because of a Platform fault, we automatically re-credit the full amount. Credits are not returned if failure results from (i) your breach of these Terms, (ii) invalid inputs, or (iii) external factors beyond our control (e.g., your internet outage).
• Insufficient Balance. If a task would exceed your remaining Credits, we pause the task and prompt you to top-up or upgrade. We are not liable for delays caused by insufficient Credits.

6.4 Rollover, Expiration & Account Changes

Scenario	What happens
Rollover Bank	Unused Monthly Allocation rolls into a Rollover Bank up to the cap shown on your plan (e.g., 2× Monthly Allocation).
Expiry	Rollover Credits expire 12 months after the month in which they were earned unless a shorter period is stated for promotional Credits.
Plan Downgrade	If you downgrade, any Credits above the lower plan's cap remain usable for 30 days; after that they expire.
Account Cancellation or Termination	All unused Credits expire immediately when the Organization Account is closed or terminated under Section 10. They are not refunded or reinstated if you reopen an Account.

6.5 Rate & Policy Changes

• Advance Notice. We may change Credit pricing or consumption rates. Material increases take effect 30 days after we send notice to the billing e-mail on file or post a notice in the Dashboard.
• Grandfathering. Adjustments do not retroactively affect Credits already deducted or Add-On Packs already purchased.
• Emergency Updates. We may make immediate changes to correct errors in the Credit Pricing Table or address security, legal, or system-integrity issues; we will still provide prompt notice.

6.6 Refunds & Adjustments

Situation	Credit refund?
Platform fault causes task failure	Yes. Full automatic re-credit.
You cancel an in-progress task	No. Credits already consumed are not returned.
Downtime >24 consecutive hours attributable solely to ACT 3 AI	Yes. Upon written request within 30 days, we will credit an amount equal to the Credits you would have received under the Monthly Allocation for each full 24-hour period of outage.
Any other circumstance	No refunds, except as required by law.

No cash refunds are provided; remedies are limited to re-crediting your Account.

6.7 Fair-Use & Throttling

• Protecting the Platform. To ensure stable service for all Users, we may throttle concurrent jobs, bandwidth, or queue position if your Credit consumption is materially higher than similarly situated Organization Accounts.
• Abuse. Attempts to game, resell, or otherwise abuse Credits—such as using multiple Personal Accounts to circumvent plan limits—are a material breach and may result in forfeiture of Credits, suspension, or termination.

6.8 Disputing a Credit Charge

If you believe a Credit charge is incorrect, e-mail billing@ACT 3ai.com within 30 calendar days of the charge. We will review logs and respond in good faith. Failure to dispute within 30 days waives the claim.

6.9 Disclaimer

Using Credits does not guarantee uninterrupted access to the Service, and Credits may not always be available due to maintenance or force-majeure events. Except for the automatic re-credit remedy in § 6.6, ACT 3 AI's aggregate liability relating to Credits is limited as set out in Section 16 (Liability).

7. Payment

Summary: This "Payment" section sets out your payment obligations. You are responsible for all fees associated with your use of the Platform. We are committed to communicating our pricing clearly and accurately and will provide advance notice of any price changes. Please review this section carefully so that you understand your financial obligations.

7.1 Pricing and Subscription Plans

Our pricing, subscription tiers, and payment terms are available at https://app.act3ai.com/settings/plans/. Pricing is based on subscription plans that vary by features, usage limits (e.g., generation credits, storage quotas, concurrent jobs), and commercial use rights. Subscription plans may include free tiers, individual creator plans, professional plans, and enterprise plans, each with specific credit allocations and feature sets. By selecting a subscription plan, you agree to pay the fees associated with that plan for the duration of the billing term, as outlined at the time of purchase. Prices are subject to change at the end of your billing term, and we will provide at least 30 days' prior notice of any material price changes via email to the primary email address associated with your Account or through a notice on the Platform.

7.2 Billing and Payment Terms

• Subscription Billing. For monthly or yearly subscription plans, fees are billed in advance on a recurring basis (monthly or annually, as applicable) and are non-refundable, except as expressly provided in this Agreement. No refunds or credits will be issued for partial periods of service, plan downgrades, or unused subscription periods; however, your access to the Service will remain active for the duration of the paid billing period.
• Usage-Based Billing. Certain features, such as additional generation credits or cloud rendering tasks, are billed based on your actual usage. Usage-based fees are calculated monthly in arrears and charged to your on-file payment method. A limited quantity of usage-based features may be included in your subscription plan without additional charge, as specified in your plan details.
• Invoicing for Enterprise Plans. For Users on invoiced enterprise plans, fees are due in full, in U.S. Dollars, within 30 days of the invoice date, without deduction or setoff. Late payments may incur interest at the lesser of 1.5% per month or the maximum rate permitted by law, and ACT 3 AI reserves the right to charge for recovery expenses or suspend your Account until payment is received. You are responsible for all taxes, duties, or governmental assessments (except taxes based on ACT 3 AI's net income) associated with your use of the Service.

7.3 Payment Authorization

By providing a credit card, PayPal account, or other approved payment method, you authorize ACT 3 AI to charge your on-file payment method for all fees incurred in connection with your use of the Service, including subscription fees, usage-based fees, and applicable taxes. You agree to maintain a valid payment method on file for the duration of your subscription and to promptly update your payment information if it changes. We are not responsible for any fees or charges imposed by your financial institution or payment provider.

7.4 Upgrades, Downgrades, and Changes

• Upgrades. If you upgrade your subscription plan (e.g., from a free plan to a paid plan or from one paid plan to a higher-tier plan), we will bill you immediately for the prorated difference for the current billing period, and your new plan will take effect instantly.
• Downgrades. If you downgrade your subscription plan, the downgrade will take effect at the start of the next billing period. Downgrading may result in the loss of access to certain features, Content, or storage capacity. We are not responsible for any loss of data or functionality resulting from a downgrade.
• Plan Changes. You may change your subscription plan at any time through your Account settings. If you switch from a monthly to a yearly billing plan, we will bill you for the full annual amount at the next monthly billing date.

7.5 Free Accounts

Free Accounts are not required to provide payment information unless you opt to access paid features or upgrade to a paid subscription plan. Free Accounts are subject to usage limits, such as generation credit caps and storage quotas, as specified at https://app.act3ai.com/settings/plans/. ACT 3 AI reserves the right to modify or discontinue free Account offerings at any time, with notice as described in Section 19 (Changes to These Terms).

7.6 Payment Disputes and Non-Payment

If you dispute any charges, you must contact ACT 3 AI at contactus@act3ai.com within 30 days of the charge. ACT 3 AI will work with you in good faith to resolve any legitimate disputes. Failure to pay fees when due may result in suspension or termination of your Account, restriction of access to the Service, or deletion of your Content, as described in Section 10 (Suspension, Cancellation and Termination). ACT 3 AI reserves the right to pursue all available legal remedies to recover unpaid fees, including collection costs and reasonable attorneys' fees.

7.7 Credit System

Certain features of the Service, such as rendering tasks or AI-generated Content, consume generation credits. Your subscription plan includes a specific allocation of credits per billing period, and additional credits may be purchased as needed. Unused credits may roll over to the next billing period, subject to the terms of your subscription plan (e.g., credit rollover limits or expiration policies), as detailed at https://app.act3ai.com/settings/plans/. ACT 3 AI will provide clear indicators of credit costs for tasks within the Platform to help you manage usage. You are responsible for monitoring your credit consumption to avoid service interruptions.

7.8 Taxes

All fees are exclusive of applicable federal, state, local, or international taxes, duties, or governmental assessments. You are responsible for paying all such taxes associated with your use of the Service, except for taxes based on ACT 3 AI's net income. If ACT 3 AI is required by law to collect taxes on your behalf, such taxes will be added to your invoice or charged to your on-file payment method.

7.9 No Refunds

Except as required by applicable law or as expressly provided in these Terms, all payments are non-refundable. This includes, but is not limited to, payments for subscription plans, usage-based fees, or additional credit purchases. In the event of Account cancellation or termination, you will retain access to the Service until the end of your paid billing period, but no refunds will be issued for unused portions of the subscription.

7.10 Changes to Pricing

ACT 3 AI reserves the right to modify pricing and subscription plans at any time, provided we give you at least 30 days' advance notice of material changes via email or a notice on the Platform. Your continued use of the Service after such changes take effect constitutes your agreement to the revised pricing. If you do not agree to the new pricing, you may cancel your Account as described in Section 10 (Suspension, Cancellation and Termination) before the changes take effect.

8. AI Training

8.1 Scripts Are Excluded—No Exceptions

ACT 3 AI will not access, analyze, or otherwise use any script Content you create, upload, or edit on the Platform for the purpose of training or fine-tuning artificial-intelligence models. Your scripts remain your exclusive property and are processed only as necessary to provide the Service, as further described in Section 9 (Ownership of Inputs & Outputs).

8.2 "Training Data" Defined

For the limited purpose of improving our AI systems, ACT 3 AI may collect and process the following non-script data that you input, upload, or generate while using the Service ("Training Data"):

• Set & Environment Data. Virtual sets, locations, 3-D geometry, textures, and related metadata you create or modify;
• Story-Arc & Form Inputs. Information you enter in the Story-Arc AI Center or similar Product forms (e.g., story beats, act structures, character attributes);
• Cinematography Settings. Camera angles, lens choices, lighting setups, motion-capture parameters, and comparable production preferences;
• User Feedback & Usage Signals. Ratings, thumbs up/down, comments, and anonymized usage patterns; and
• Other Non-Script Inputs. Any additional project data that is not script text, personally identifiable information, or Content expressly excluded elsewhere in these Terms.

Training Data does not include personally identifiable information unless you have provided it with express authorization under our Privacy Policy.

8.3 Limited License to ACT 3 AI

You grant ACT 3 AI a non-exclusive, worldwide, royalty-free, transferable, and sub-licensable license to use, reproduce, process, adapt, and analyze Training Data solely to develop, train, and improve the Service and our underlying AI models. This license does not extend to your scripts. It terminates automatically when (a) you delete the relevant Training Data or (b) your Account is closed and the applicable retention period has expired, except to the extent the data has been irreversibly aggregated, anonymized, or already embedded in a model in a form that no longer permits identification of you or your project.

8.4 Purpose of Training

ACT 3 AI uses Training Data to, for example, enhance story-arc accuracy, improve visual-render quality, recommend more relevant set designs, and optimize rendering workflows. This benefits all Users by making generative suggestions faster, more consistent, and more creatively useful.

8.5 Anonymization and Aggregation

Where commercially reasonable, ACT 3 AI anonymizes or aggregates Training Data before using it so the data cannot reasonably be linked back to you or your specific project.

8.6 Your Choices and Opt-Out

You retain ownership of your Training Data. If you prefer that ACT 3 AI not use your non-script data for AI training, you may opt out at any time via the Account settings or by emailing contactus@act3ai.com. Opting out may disable or degrade certain AI-driven features that rely on trained models.

8.7 Third-Party AI Providers

ACT 3 AI may share anonymized or aggregated Training Data with carefully selected third-party model providers (e.g., rendering or language-model vendors) under written confidentiality and data-protection agreements. Script Content is never shared for training.

8.8 Compliance and Updates

Our AI-training practices comply with applicable data-protection laws (including GDPR, where relevant) and our Privacy Policy. ACT 3 AI may modify this Section 8 to reflect technological advances or legal requirements. Material changes will be communicated at least 30 days in advance by email or in-product notice in accordance with Section 19 (Changes to These Terms). Continued use of the Service after the effective date constitutes acceptance of the revised terms.

9. Ownership of Inputs & Outputs

Summary: This section clarifies ownership and licensing of your Content, AI-generated outputs, and the rights granted to ACT 3 AI and other Users. Please read this section carefully to understand your intellectual property rights and responsibilities.

9.1 Scripts Are Never Used for AI Training

ACT 3 AI will not use, access, or analyze any script (dialogue, scene descriptions, or other screenplay text) you create or upload for the purpose of training, fine-tuning, or evaluating artificial-intelligence models. Your scripts remain your exclusive property and are processed only as necessary to deliver the Service, as set out in Section 8 (AI Training).

9.2 Key Definitions

Term	Meaning
Inputs	Any material you provide to or generate on the Platform other than Scripts—e.g., Story-Arc form entries, cinematography settings, character attributes, motion-capture data, set concepts, User feedback, thumbnails, and usage telemetry.
Scripts	Written narrative Content such as screenplays, dialogue, or prose uploaded or authored by you.
Sets	Virtual environments, 3-D geometry, textures, lighting rigs, and related metadata created, uploaded, or auto-generated within the Platform for use in video production.
Outputs	All media or data the Service generates from your Inputs—e.g., individual shot clips, combined edits, storyboards, renders, still frames, and derivative files ("AI-Generated Outputs").
Community Videos	A voluntary showcase area of the ACT 3 AI ecosystem where Users may elect to publish specified Outputs for viewing by the ACT 3 AI community.

9.3 Ownership and Licensing of Inputs

9.3.1 Scripts

You retain all right, title, and interest in and to your Scripts. No rights are granted to ACT 3 AI except the limited, revocable license to host and process them solely to provide the Service.

9.3.2 Other Inputs (excluding Sets)

You retain ownership of all non-script Inputs. By submitting such Inputs you grant ACT 3 AI a world-wide, royalty-free, irrevocable, sub-licensable license to use, reproduce, host, store, modify, distribute, and (subject to Section 8) train and improve ACT 3 AI's models; provided that ACT 3 AI's use of personal data complies with our Privacy Policy.

9.3.3 Sets

Upon creation or upload of any Set, you hereby assign and transfer to ACT 3 AI all intellectual-property rights in that Set. ACT 3 AI in turn grants you a perpetual, worldwide, royalty-free license to incorporate, reproduce, display, perform, and distribute the Set as embodied in any Output, including theatrical, streaming, pay-per-view, or any other exploitation of your finished video. This license is fully transferable with the Output and survives termination of your Account.

9.4 Ownership and Licensing of Outputs

9.4.1 User Ownership

Except for the underlying Sets (which are owned by ACT 3 AI), you own all Outputs generated from your Inputs, including each individual shot and any compiled or edited versions.

9.4.2 License to ACT 3 AI

You grant ACT 3 AI a non-exclusive, worldwide, royalty-free license to host, store, back-up, and transmit Outputs as necessary to (i) provide the Service, (ii) comply with law, and (iii) display Outputs in Community Videos if you so elect. This license terminates when you delete the Outputs or disable Community Videos for the relevant Project.

9.4.3 Third-Party Components

Outputs may embed third-party model or asset elements; your use must comply with any applicable third-party terms identified in the Additional Product Terms.

9.5 Community Videos (Opt-In)

9.5.1 Opt-In Mechanism

By default, Projects are private. You may designate one or more Projects (or specific Outputs) for inclusion in Community Videos via the Project-settings panel.

9.5.2 License Grant

For each Output you mark as Community Video, you grant ACT 3 AI a non-exclusive, worldwide, royalty-free, sublicensable license to display, perform, and distribute that Output (unaltered or in compilations) across all ACT 3 AI products, marketing sites, demos, social-media channels, or in-product galleries.

9.5.3 Revocation

You may withdraw a Project from Community Videos at any time. ACT 3 will cease new displays within a commercially reasonable period, but prior promotional uses may persist in historical materials.

9.6 AI Training Rights (Non-Script Inputs)

ACT 3 AI may use all Inputs other than Scripts—including, without limitation, Sets (as ACT 3 AI-owned IP), Story-Arc form data, cinematography preferences, User feedback, and any acting or motion-capture data—to train, fine-tune, and evaluate its AI systems, subject to the safeguards in Section 8.

9.7 Moral Rights and Attribution

To the fullest extent permitted by law, you waive (and agree not to assert) any moral or similar rights you may hold in Inputs (other than Scripts) and Outputs against ACT 3 AI as necessary for ACT 3 AI to exercise the licenses in this Section 9. Where such waiver is unenforceable, you grant ACT 3 AI the right to make, and authorize the making of, adaptations and other changes to the extent reasonably required to operate the Service.

9.8 User Representations and Indemnity

You represent and warrant that:

• you have all rights necessary to grant the licenses and assignments in this Section 9;
• your Inputs and Outputs do not infringe any third-party right or violate law; and
• any motion-capture or other personal-data uploads comply with applicable privacy and publicity laws.

You agree to defend and indemnify ACT 3 AI from claims arising out of your Inputs or Outputs, as set out in Section 17 (Release & Indemnification).

9.9 Effect of Account Termination

Upon termination of your Account you may request export of your Scripts and Outputs for 90 days; ACT 3 AI will retain Sets and other non-script Inputs necessary for AI training or asset-library integrity.

10. Suspension, Cancellation and Termination

Summary: You may cancel your Account at any time, and we will handle your information responsibly upon cancellation. ACT 3 AI reserves the right to suspend or terminate your access to the Service under certain conditions. Please review this section carefully to understand your rights and obligations regarding suspension, cancellation, and termination.

10.1 User-Initiated Account Cancellation

You may cancel your Account with ACT 3 AI at any time through the Account settings in the global navigation bar of the Platform. A simple, no-questions-asked cancellation link is provided for your convenience. Cancellation requests cannot be processed via email or phone; you must use the designated cancellation feature in your Account settings. Upon cancellation, your subscription will remain active until the end of the current paid billing period, and no refunds will be issued for unused portions of the subscription, as described in Section 7 (Payment).

10.2 Effects of Cancellation

Upon cancellation of your Account, ACT 3 AI will retain and use your information only as necessary to comply with our legal obligations, resolve disputes, enforce our agreements, or maintain encrypted backups, as outlined in our Privacy Policy contactus@act3ai.com. Barring legal requirements, we will delete your full profile and the Content of your repositories within 90 days of cancellation or termination. This information cannot be recovered once your Account is cancelled. Your Content that you have contributed to other Users' repositories or that other Users have forked will not be deleted. Upon request, made within 90 days of cancellation, termination, or downgrade, ACT 3 AI will make a reasonable effort to provide you with a copy of your lawful, non-infringing Account Content, subject to applicable law and our technical capabilities.

10.3 Suspension or Termination by ACT 3 AI

ACT 3 AI reserves the right to suspend or terminate your access to all or any part of the Platform or Service at any time, with or without cause, and with or without notice, effective immediately. Reasons for suspension or termination may include, but are not limited to:

a. Violation of these Terms of Service, including our Acceptable Use Policies or Code of Conduct;

b. Non-payment of fees, as described in Section 7 (Payment);

c. Excessive bandwidth usage or other activities that place undue strain on our infrastructure, as described in Section 5 (Acceptable Use);

d. Suspected or confirmed unauthorized access, fraudulent activity, or violation of applicable laws;

e. Failure to comply with export control or sanctions laws of the United States or other applicable jurisdictions; or

f. Any other conduct that, in ACT 3 AI's sole discretion, harms the Platform, other Users, or ACT 3 AI's operations.

Upon suspension, your access to the Service may be restricted temporarily until the issue is resolved. Upon termination, your Account and associated UGC may be deleted, subject to the retention policies described in this Section 10. ACT 3 AI will make reasonable efforts to notify you of suspension or termination via the email address associated with your Account, unless such action is prohibited by law or required to address an immediate security threat.

10.4 Reinstatement and Appeal

If your Account or any of your Content is suspended, terminated, or restricted, you may request reinstatement or appeal the decision by submitting a request through our Appeal and Reinstatement form, available at contactus@act3ai.com. Your request must include your full legal name, Account username, email address associated with the Account, a description of the issue, and the desired resolution. ACT 3 AI will review your request in good faith and provide a response within a reasonable time. Reinstatement is at ACT 3 AI's sole discretion and subject to compliance with these Terms.

10.5 Survival of Provisions

All provisions of this Agreement that, by their nature, should survive termination will continue to apply after cancellation or termination, including but not limited to ownership provisions (Section 9), warranty disclaimers (Section 15), limitations of liability (Section 16), indemnity obligations (Section 17), and Dispute Resolution terms (Section 18). These provisions ensure that your and ACT 3 AI's rights and obligations remain enforceable as necessary post-termination.

10.6 Data Retention and Deletion

Except as required by law or as described in this Section 10, ACT 3 AI will not retain your Content beyond 90 days after cancellation or termination, except in encrypted backups, which may be retained for a longer period to ensure system integrity. You are responsible for exporting any of your Content that you wish to retain prior to cancellation, as ACT 3 AI cannot guarantee the recovery of deleted UGC. For Organization Accounts, the Account owner is responsible for ensuring all authorized Users are informed of cancellation and data deletion policies.

10.7 No Liability for Suspension or Termination

ACT 3 AI will not be liable for any damages, losses, or inconveniences arising from the suspension or termination of your Account or access to the Service, including the loss of your Content, provided such actions are taken in accordance with these Terms. You assume full responsibility for maintaining backups of your Content outside the Platform.

11. API Terms

Summary: You agree to these Terms, including this Section 11, when using any of ACT 3 AI's APIs (Application Programming Interfaces), including use of the API through a third-party product that accesses the Platform. This Section 11 outlines the rules for accessing and using our APIs to ensure fair use, protect our infrastructure, and maintain the integrity of the Service.

11.1 Scope of API Access

The ACT 3 AI APIs ("APIs") enable programmatic interaction with the Platform to access or manage features such as generative AI video creation, script processing, set design, character management, motion capture integration, or other functionalities, as detailed in our API documentation available at https://act3ai.com/api. Use of the APIs is subject to these Terms of Service, our Privacy Policy, and any additional API-specific terms provided in the documentation.

11.2 Permitted Uses

You may use the APIs for development, testing, or data collection purposes related to your use of the Service, such as integrating ACT 3 AI functionalities into your applications or workflows (e.g., automating video rendering or managing digital actors), provided such use complies with these Terms and all applicable laws. If accessing the APIs on behalf of an Organization Account, you represent that you have the authority to bind the owner of the Organization Account to these Terms, and the owners of the Organization Account is responsible for all API activities conducted through the Organization Account.

11.3 Usage Limits and Restrictions

11.3.1 Rate Limits

ACT 3 AI imposes rate limits on API requests to ensure equitable access and protect Platform performance. Current rate limits are specified in our API documentation. Exceeding these limits may result in temporary or permanent suspension of your API access, as determined in our sole discretion. We will make reasonable efforts to notify you via email prior to suspension, except in cases of urgent security threats.

11.3.2 Prohibited Uses

You may not use the APIs to:

• Engage in spamming, including sending unsolicited communications or collecting personal information for unauthorized purposes (e.g., selling to recruiters, headhunters, or job boards).
• Conduct excessive automated bulk activity, such as cryptocurrency mining, denial-of-service attacks, or other actions that place undue strain on our infrastructure.
• Violate Section 5 (Acceptable Use), including generating unlawful, infringing, or harmful Content.
• Bypass or attempt to bypass API rate limits, authentication measures, or other security controls.
• Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service or API access without our express written permission.

11.3.3 Token Security

You are responsible for securing your API tokens and credentials. Sharing tokens to exceed rate limits or allow unauthorized access is prohibited. You must promptly notify us at contactus@act3ai.com of any unauthorized use, as described in Section 3 (Accounts).

11.4 API Access Tiers

11.4.1 Free Tier

Free Accounts have limited API access, including reduced rate limits and restricted functionality, as specified in our API documentation. Free tier access is provided "as is" and may be modified or discontinued at any time.

11.4.2 Premium Access

Pricing and terms for premium API access are available at https://app.act3ai.com/settings/plans/. Premium tiers offer enhanced rate limits, priority support, and additional features. Payment for premium API access is subject to the terms in Section 7 (Payment).

11.5 Monitoring and Enforcement

ACT 3 AI reserves the right to monitor API usage to ensure compliance with these Terms and to protect the Platform's performance and security. We may suspend or terminate your API access for abuse, excessive usage, or violation of these Terms, with reasonable efforts to notify you via email prior to suspension, except in cases of urgent security threats, as determined in our sole discretion. If your API access is suspended or terminated, you may request reinstatement through our Appeal and Reinstatement process, as described in Section 10.4 (Reinstatement and Appeal).

11.6 Data and Content Usage

11.6.1 Inputs and Outputs

Any Inputs submitted through the APIs (e.g., cinematography settings, plot structure data, motion capture files) and Outputs generated (e.g., AI-rendered videos, storyboards, digital actors) are subject to Section 9 (Ownership of Inputs and Outputs). ACT 3 AI does not use Scripts submitted via APIs for training, but other Inputs may be used to improve the Service, as specified in that section.

11.6.2 Privacy Compliance

Any personal information collected or processed through the APIs must comply with our Privacy Policy and Section 5 (Acceptable Use) of these Terms. You are responsible for ensuring that your API usage does not violate third-party privacy rights.

11.6.3 Content Restrictions

API-generated Content must comply with Section 5 (Acceptable Use) and may be subject to automated scanning for inappropriate Content, as described in Section 9 (Ownership of Inputs and Outputs).

11.7 Modifications to APIs

ACT 3 AI may modify, update, or discontinue APIs or their functionality at any time, with or without notice, as described in Section 14.7 (Beta Previews) for Beta Preview APIs. For material changes to non-Beta APIs, we will provide at least 30 days' notice, as outlined in Section 19 (Changes to These Terms). You are responsible for updating your applications to remain compatible with API changes. ACT 3 AI is not liable for any disruptions caused by API modifications or discontinuations.

11.8 No Warranties or Support

APIs are provided "as is" and "as available," without warranties of any kind, as described in Section 15 (Disclaimers). ACT 3 AI does not guarantee uninterrupted, timely, secure, or error-free API access, and you assume all risks associated with API usage.

Support for API-related issues is provided via email or in-Service communications, as described in Section 19.11 (Support). Premium API access tiers may include enhanced support options, as specified in the API documentation.

11.9 Liability and Indemnification

You agree to indemnify ACT 3 AI, Inc., defend us, and hold us harmless from any claims, liabilities, or expenses arising from your use of the APIs, as described in Section 17 (Release and Indemnification).

ACT 3 AI, Inc.'s liability for API-related issues is limited as described in Section 16 (Limitation of Liability), including for any loss of profits, data, or functionality resulting from your API usage.

12. Copyright Infringement and DMCA Policy

Summary: If you believe that Content on our Platform violates your copyright, you can notify us in accordance with this section and the Digital Millennium Copyright Act (DMCA). We take copyright infringement seriously and will respond promptly to valid notices. You are responsible for ensuring your Content complies with copyright laws, and we may remove Content or terminate Accounts for violations, as described below.

12.1 Reporting Copyright Infringement

If you are a copyright owner, or authorized to act on behalf of one, and you believe that any Content on the Platform infringes your copyright, you may submit a DMCA takedown notice to us at contactus@act3ai.com. Your notice must comply with the DMCA requirements under 17 U.S.C. § 512(c)(3) and include the following:

• A physical or electronic signature of the copyright owner or their authorized agent;
• Identification of the copyrighted work claimed to be infringed, or, for multiple works, a representative list;
• Identification of the material claimed to be infringing, with sufficient detail (e.g., a URL or specific location on the Platform) to allow ACT 3 AI, Inc. to locate it;
• Your contact information, including name, address, telephone number, and email address;
• A statement that you have a good faith belief that the use of the material is not authorized by the copyright owner, their agent, or the law; and
• A statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on their behalf.

12.2 ACT 3 AI's Response to Takedown Notices

Upon receiving a valid DMCA takedown notice, ACT 3 AI, Inc. will promptly remove or disable access to the allegedly infringing Content and notify the User who posted it, as required by law. We may provide the User with a copy of your takedown notice (excluding your personal contact information) and an opportunity to submit a counter-notice, as described below. ACT 3 AI, Inc. reserves the right to remove or disable access to any Content that we believe, in our sole discretion, violates copyright laws or these Terms, even without a formal DMCA notice, as described in Section 13.11 (Content Removal).

12.3 Counter-Notices

If you believe that your Content was removed or disabled as a result of a mistake or misidentification, you may submit a DMCA counter-notice to us at contactus@act3ai.com. Your counter-notice must comply with 17 U.S.C. § 512(g)(3) and include:

• Your physical or electronic signature;
• Identification of the Content that was removed or disabled and the location where it appeared before removal;
• A statement, under penalty of perjury, that you have a good faith belief that the Content was removed or disabled as a result of a mistake or misidentification;
• Your name, address, telephone number, and email address, and a statement that you consent to the jurisdiction of the federal court in King County, Washington, and that you will accept service of process from the person who submitted the original takedown notice; and

Upon receipt of a valid counter-notice, ACT 3 AI will forward it to the original complainant and, unless the complainant files a court action within 10 business days, we may restore the Content, as permitted by law.

12.4 Repeat Infringers

ACT 3 AI will terminate the Accounts of Users who are determined to be repeat infringers of this policy, in accordance with the DMCA and our sole discretion. A "repeat infringer" is a User who has been notified of infringing activity more than twice or has had Content removed from the Platform for copyright infringement on multiple occasions.

12.5 User Responsibilities

You are solely responsible for ensuring that all Content you upload, create, or generate on the Platform, including scripts, set designs, digital actors, and AI-generated videos, complies with applicable copyright laws and Section 5 (Acceptable Use).

Before submitting a takedown notice or counter-notice, you must consider legal defenses such as fair use, licensed use, or other applicable exceptions. There may be legal consequences for submitting a false or frivolous DMCA notice or counter-notice.

You agree to indemnify ACT 3 AI, Inc. for any claims arising from your Content or DMCA notices, as described in Section 17 (Release and Indemnification).

12.6 No Liability for Compliance

ACT 3 AI is not liable for any damages or losses resulting from our actions to comply with this policy, including removing or restoring Content in response to DMCA notices or counter-notices, as described in Section 16 (Limitation of Liability).

12.7 Contact for DMCA Notices

All DMCA notices and counter-notices must be sent to our designated copyright agent at contactus@act3ai.com. For other inquiries related to copyright infringement, you may contact us at contactus@act3ai.com, as described in Section 19.11 (Communications with ACT 3 AI).

13. Intellectual Property

Summary: ACT 3 AI owns the Service and its Content, but you retain ownership of your Content on the Platform. You grant us certain rights to your Content to enable us to provide the Service, and we clarify ownership of AI-generated outputs. Please read this section carefully to understand your intellectual property rights and responsibilities.

13.1. ACT 3 AI's Intellectual Property

ACT 3 AI, and our licensors, vendors, agents, and/or Content providers retain ownership of all intellectual property rights in and to the Platform and Service, including but not limited to the website, software, algorithms, AI models, designs, user interfaces, HTML/CSS, JavaScript, visual design elements, and documentation (collectively, "ACT 3 AI Content"). All rights not expressly granted to you under this Agreement are reserved by ACT 3 AI, Inc. The look and feel of the Platform and Service is copyright © ACT 3 AI, Inc. All rights reserved. You may not duplicate, copy, or reuse any portion of the ACT 3 AI Content without our express written permission, except as permitted under these Terms or applicable law.

13.2. ACT 3 AI Trademarks and Logos

All trademarks, service marks, logos, and trade names associated with the Platform and Service (collectively, "ACT 3 AI Marks") are owned by ACT 3 AI, Inc. or our licensors. You may not use ACT 3 AI Marks without our prior written consent, which may be subject to our trademark guidelines and license provisions available at https://act3ai.com/trademarks. Unauthorized use of ACT 3 AI Marks is strictly prohibited and may violate trademark law.

13.3. Actor Biometric Data

a. Acceptance of Terms. By accessing or using our Services to upload, generate, host, license, or distribute AI-Generated Content containing Biometric Data of individuals, including actors, you agree to be bound by the terms in this Section 13, our Privacy Policy, and any applicable agreements or consents between you and the rights holders (e.g., ACT 3 AI, actors, unions, or licensors).

b. Definitions. The following defined terms are used in this Section 13.3.

"Biometric Data" means unique physical or behavioral traits, such as facial geometry, voice patterns, voiceprints, gait, motion capture data, or any other identifier used to create or replicate a person's likeness or performance.

"Actor" means synthetic Content (e.g., video, voice, 3D avatars, motion) partially or wholly uploaded to or created on, using artificial intelligence tools based on Biometric Data, the Platform.

"AI-Generated Content" means any media created wholly or partially using artificial intelligence tools based on Biometric Data of an actor, such as for digital avatars, to replicate performances, or to enhance video/audio outputs.

c. Consent and Ownership. Users must have explicit, written, and informed consent from the actor whose Biometric Data is collected and/or used, including with respect to the scope, duration, purpose, and nature of the use. The actor retains all rights to their likeness and biometric identity unless explicitly transferred in a writing signed by the actor. Users are solely responsible for verifying and maintaining proof of all necessary consents and rights to ensure that the use of each actor's Biometric Data is purpose-specific, time-limited, and revocable, as agreed upon. You represent and warrant to ACT 3 AI that you have obtained all necessary rights, consents, and permissions from any actors or individuals whose Biometric Data you upload to, process through, or use on the Platform.

d. No Ownership; Contractual Rights of Use. Any AI-Generated Content of an actor that is available on the Platform or through the Services are licensed and not sold. All rights not expressly granted are reserved. Use and ownership of such Content must comply with the terms of the actor's performance agreement, applicable laws, including rights of publicity and biometric privacy laws, and any required consent or release forms signed by the actor. ACT 3 AI does not claim ownership of actor Biometric Data or likeness, including applicable rights of publicity, privacy, and performance rights, unless explicitly transferred through a separate legal agreement between the actor and ACT 3 AI.

e. Prohibited Uses. You may not use the Platform to:

• Generate or distribute deepfakes, impersonations, or misleading representations without full legal and ethical compliance;
• Upload or use Biometric Data of individuals without property legal authorization and consent;
• Sell, sublicense, or transfer Biometric Data outside the Platform unless allowed by a written agreement with the specific actor; or
• Use the Platform for defamatory, exploitative, or unlawful Content, including an Actor's Biometric Data for political endorsements, hate speech, or pornography.

f. Legal Compliance. Users must at all times comply with all applicable local, state, federal, and international Biometric Data protection laws when collecting, storing, or using Biometric Data, including (as applicable): the Illinois Biometric Information Privacy Act (BIPA); Texas Capture or Use of Biometric Identifier Act (CUBI); California Consumer Privacy Act (CCPA), the EU General Data Protection Regulation (GDPR), and SAG-AFTRA and other union or guild agreements.

g. Biometric Data Protection and Security. ACT 3 AI implements industry-standard security protocols to protect Biometric Data and AI-Generated Content on the Platform from unauthorized use, access, or disclosure. [All Biometric Data on the Platform is encrypted at rest and in transit.] Retention of Biometric Data will not exceed the duration necessary for authorized use unless otherwise required by law or contract.

h. Content Review and Enforcement. We reserve the right to review Content for compliance with the terms in this Section 13 and may remove or restrict Content that violates these Terms or applicable laws. We may suspend or terminate Accounts that misuse actor Biometric Data or AI-Generated Content. Upon such termination, all copies of such AI-Generated Content using Biometric Data must be destroyed unless retention is legally required.

i. Indemnification. You agree to indemnify, defend, and hold harmless ACT 3 AI Parties from and against any claims, losses, liabilities, and expenses, including attorneys' fees, arising from or in connection with your unauthorized possession or use of Biometric Data, including any Biometric Data you have obtained without the required prior written consent or agreement of an actor or that is used in a manner not legally permitted under these Terms or in violation of applicable law, as further described in Section 17 (Release and Indemnification).

13.4. Ownership of Your Content

You retain ownership of and responsibility for all of your Content, including but not limited to scripts, storyboards, set designs, character configurations, motion capture data, and other creative inputs. You are solely responsible for ensuring that your Content does not infringe the intellectual property rights or otherwise violate the rights of any third party, including actors, and complies with all applicable laws and these Terms, including Section 5 (Acceptable Use). If you upload any Content that you did not create or do not own the rights to, you represent and warrant that you have the necessary rights or licenses to post such Content and grant the licenses described below.

13.5. License Grant to ACT 3 AI for Your Content

To enable us to provide the Service, you grant ACT 3 AI, Inc., and our legal successors a non-exclusive, worldwide, royalty-free, transferable, sub-licensable license to store, archive, parse, display, and make incidental copies of your Content as necessary to operate and improve the Service. This license includes the right to:

a. Copy your Content to our database and make backups;

b. Display your Content to you and other authorized Users (e.g., within collaborative Organization Accounts);

c. Parse your Content into a search index or analyze it on our servers for functionality, such as rendering videos or generating storyboards;

d. Share your Content with other Users as permitted by your Account settings (e.g., in public repositories or collaborative projects); and

e. Perform your Content, such as rendering videos or animations based on your inputs.

This license does not grant ACT 3 AI the right to sell your Content or distribute it outside the provision of the Service, except as necessary for archiving or as explicitly permitted by you (e.g., sharing with partners for public repository storage, as noted in Section 13.6). The license terminates when you remove your Content from our servers, unless other Users have forked or retained copies of it, as described in Section 13.6.

13.6. License Grant to Other Users

If you set your repositories or projects to be viewed publicly, you grant each User of the Platform a non-exclusive, worldwide license to view, use, display, and perform your Content through the Service and to reproduce your Content solely on the Platform as permitted by its functionality (e.g., through forking or downloading). You may grant additional rights by applying a specific license to your Content (e.g., an open-source or creative commons license). If you upload Content that you did not create or own, you are responsible for ensuring that such Content is licensed under terms that permit these uses by other Users.

13.7. Contributions Under Repository Licenses

When you add your Content to a repository or project with an existing license notice, you license that Content under the same terms, and you represent that you have the right to do so. If you have a separate agreement to license your Content under different terms (e.g., a contributor license agreement), that agreement supersedes the repository license. This follows the open-source community norm of "inbound = outbound" licensing, explicitly stated here for clarity.

13.8. Ownership of AI-Generated Outputs

The Service uses artificial intelligence to generate outputs, such as videos, storyboards, set designs, or character animations, based on your inputs ("AI-Generated Outputs"). Unless otherwise specified in these Terms or the ACT 3 AI Additional Product Terms https://act3ai.com/product-terms, you own the AI-Generated Outputs created through your use of the Service, subject to the following:

a. You must have the necessary rights to all inputs (e.g., motion capture data, character designs) used to create the AI-Generated Outputs;

b. AI-Generated Outputs are subject to the same license grants to ACT 3 AI and other Users as your Content, as described in Sections 13.4 and 13.5; and

c. AI-Generated Outputs may incorporate elements from third-party AI models or libraries (e.g., Autodesk Character Creator, Flux, Stable Diffusion) licensed to ACT 3 AI, and your use of such outputs is subject to any applicable third-party license terms, which will be disclosed in the ACT 3 AI Additional Product Terms or at the point of use.

ACT 3 AI does not claim ownership of AI-Generated Outputs, but we may use non-script inputs (e.g., cinematography settings, set designs, User feedback) to train our AI models, as described in Section 8 (AI Training).

13.9. Moral Rights

You retain all moral rights to your Content and AI-Generated Outputs, including rights of integrity and attribution. However, you waive these rights and agree not to assert them against ACT 3 AI to the extent necessary to enable us to exercise the licenses granted in Sections 13.4 and 13.7, but not otherwise. If this waiver is unenforceable under applicable law, you grant ACT 3 AI the rights needed to use your Content and AI-Generated Outputs without attribution and to make reasonable adaptations as necessary to provide the Service.

13.10. Copyright Infringement and DMCA Policy

If you believe that any Content on the Platform infringes your copyright, you may submit a notice in accordance with our Digital Millennium Copyright Act (DMCA) Policy, available at https://act3ai.com/dmca. Please contact us at contactus@act3ai.com with your takedown request, ensuring it complies with DMCA requirements. You must consider legal uses, such as fair use or licensed Content, before submitting a takedown notice, as there may be consequences for false or frivolous claims. ACT 3 AI reserves the right to terminate the Accounts of repeat infringers in accordance with our DMCA Policy.

13.11. Removal of Content

ACT 3 AI reserves the right, in our sole discretion, to refuse or remove any UGC or AI-Generated Outputs that violate these Terms, our Acceptable Use Policies, or applicable laws. We may also remove any Content in response to a valid DMCA takedown notice or other legal requirements, as described in Section 12.

14. Additional Product Terms

Summary: Certain features and products of the ACT 3 AI Platform are subject to specific terms and conditions outlined in this Section 14. By accessing or using these features, you agree to these Additional Product Terms, which supplement the general Terms of Service. Please read this Section 14 carefully to understand your obligations when using specific ACT 3 AI features.

14.1. Scope of Additional Product Terms

The ACT 3 AI Platform offers a range of features and products, including but not limited to script-to-screen workflows, AI-driven story generation, virtual set design, digital actor creation, motion capture integration, and video rendering services. These Additional Product Terms apply to your use of these features and any other services or products specified on the ACT 3 AI website at https://act3ai.com/product-terms. If these Additional Product Terms conflict with other provisions of the Terms of Service, these terms will govern with respect to the specific feature or product.

14.2. Subscription Tiers and Usage Limits

The Platform operates on a subscription-based model with tiered plans (e.g., Free, Creator, Professional, Enterprise) that provide varying levels of access to features, generation credits, storage quotas, concurrent job limits, and commercial use rights, as detailed at https://app.act3ai.com/settings/plans/. Your use of certain features, such as rendering tasks, AI-generated storyboards, or high-resolution video outputs, may consume generation credits or be subject to specific usage limits based on your subscription tier. Exceeding these limits may require upgrading your plan or purchasing additional credits, as described in Section 7 (Payment). You are responsible for monitoring your usage to avoid service interruptions.

14.3. AI-Driven Features

The Platform utilizes artificial intelligence to generate outputs such as videos, storyboards, set designs, and digital actor performances based on your inputs. These features include the following:

a. Script-to-Screen Workflow. Tools to import scripts or generate scripts from high-level ideas, including story beats, scene outlines, and shot lists.

b. Virtual Set Design. Creation and customization of 3D sets, including location scouting, lighting, and environmental configurations.

c. Digital Actors. Tools for creating, managing, and animating digital actors, including motion capture integration and wardrobe management.

d. Rendering Services. Cloud-based rendering of videos using generative AI technologies (e.g., Flux, Stable Diffusion SDXL, Runway AI).

Your use of AI-driven features is subject to the AI Training provisions in Section 8, which specify that ACT 3 AI will not use your scripts for AI training but may use other non-script inputs (e.g., cinematography settings, set designs, User feedback) to improve our AI models. You are responsible for ensuring that all inputs you provide comply with Section 5 (Acceptable Use) and do not infringe third-party rights.

14.4. Third-Party Integrations and Licenses

The Platform integrates with third-party tools and services, such as Autodesk Character Creator, Blender, and Adobe Premiere Pro, to support features like 3D character creation, motion capture, and post-production workflows. Your use of these integrations may be subject to third-party license terms, which will be disclosed at the point of use or in the ACT 3 AI Additional Product Terms at https://act3ai.com/product-terms. For example, AI-generated outputs incorporating third-party assets (e.g., Metahuman characters, NVIDIA Audio2Face) may require compliance with the respective provider's licensing terms. You agree to comply with all applicable third-party terms and to ensure that your use of integrated tools does not violate any intellectual property rights.

14.5. Collaboration and Organization Features

The Platform supports collaborative workflows through Organization Accounts, which allow multiple Users to access shared projects, manage roles and permissions, and collaborate on story arcs, sets, and renders. As an Organization Account owner, you are responsible for:

a. Managing access and permissions for Users within your Organization Account, as described in Section 3 (Accounts);

b. Ensuring all Users comply with these Terms, including Acceptable Use Policies; and

c. Maintaining the confidentiality of shared Content, as outlined in Section 13.6 (Private Repositories).

You acknowledge that Content shared within an Organization Account may be accessible to other authorized Users, and you grant ACT 3 AI the necessary rights to facilitate such collaboration, as described in Section 13 (Intellectual Property).

14.6. Commercial Use and Licensing

Certain subscription tiers (e.g., Professional, Enterprise) include rights to use AI-generated outputs for commercial purposes, such as marketing campaigns, film festival submissions, or distribution. Free or lower-tier plans may restrict commercial use, as specified at https://app.act3ai.com/settings/plans/. You are responsible for ensuring that your use of AI-generated outputs complies with:

a. Any applicable third-party licenses for assets used in the outputs (e.g., music, sound effects, or character models);

b. Our Intellectual Property provisions in Section 13, including ownership and licensing of AI-generated outputs; and

c. All applicable laws and regulations, including those related to copyright, trademark, and publicity rights.

ACT 3 AI provides tools, such as rights-tracking dashboards and watermarked dailies, to help you manage licensing and protect your intellectual property, but you remain solely responsible for verifying the legal suitability of all outputs for commercial use.

14.7. Beta Previews and Experimental Features

Certain features, such as new AI models, rendering options, or integration tools, may be designated as "Beta Previews" (e.g., alpha, beta, preview, early access, or evaluation features). These features are provided "as is" and may not be subject to the same security, support, or auditing standards as the core Service. By using Beta Previews, you acknowledge and agree that:

a. Beta Previews may change or be discontinued at any time without notice, and ACT 3 AI is not liable for any resulting loss or disruption;

b. You may receive confidential information about Beta Previews, which you must keep confidential and use only for testing and evaluation purposes, as described in Section 14.7 (Beta Previews); and

c. Your feedback on Beta Previews (e.g., suggestions, enhancement requests) grants ACT 3 AI a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use, modify, and incorporate such feedback into our products and services, as outlined in Section 2.10.

14.8. Content Safety and Moderation

ACT 3 AI employs tools, such as the Inappropriate Content Scanner, to review certain inputs (e.g., motion capture uploads, character textures) and AI-generated outputs for compliance with Section 5 (Acceptable Use Policies). You agree not to use the Platform to create or upload any Content that is unlawful, obscene, defamatory, discriminatory, or otherwise prohibited. ACT 3 AI reserves the right to remove or restrict access to any Content that violates these Terms, as described in Section 13 (Intellectual Property).

14.9. Export and Deliverable Formats

The Platform supports export of projects in professional formats (e.g., ProRes, DCP, USD, FBX, AAF, EDL) for post-production, festival submissions, or distribution, as described in the ACT 3 product summary. You are responsible for ensuring that exported deliverables comply with third-party specifications (e.g., festival or platform requirements) and any applicable licensing terms for incorporated assets. ACT 3 AI does not guarantee compatibility with all third-party systems or platforms but will provide reasonable support to facilitate exports, as outlined in Section 19.11 (Communications with ACT 3 AI).

14.10. Changes to Additional Product Terms

ACT 3 AI reserves the right to modify these Additional Product Terms at any time to reflect changes in our features, technology, or applicable law. We will notify you of material changes via email to the primary email address associated with your Account or through a notice on the Platform, at least 30 days prior to the change taking effect, as described in Section 19 (Changes to These Terms). Your continued use of the affected features after such changes constitutes your agreement to the revised terms.

15. Disclaimer of Warranties

Summary: This "Disclaimer of Warranties" section explains that you use the Platform at your own risk, and you should understand what to expect.

15.1 No Warranties

ACT 3 AI, Inc. provides the Platform and Service, including all features, functionalities, and Beta Previews, "as is" and "as available," without any warranties of any kind, whether express, implied, or statutory. Without limiting the foregoing, to the fullest extent permitted by applicable law, ACT 3 AI expressly disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, title, security, accuracy, and non-infringement. Specifically, ACT 3 AI does not warrant that:

a. The Service, including features like generative AI video creation, script processing, set design, or digital actor rendering, will meet your requirements or expectations;

b. The Service will be uninterrupted, timely, secure, or error-free;

c. The information, Content, or Outputs (e.g., AI-generated videos, storyboards) provided through the Service will be accurate, reliable, or correct;

d. Any defects or errors in the Service, including those in Beta Previews, will be corrected;

e. The Service will be available at any particular time or location; or

f. The Service is free of viruses or other harmful components.

You assume full responsibility and risk of loss resulting from your use of any Service and the Platform, including any downloading, uploading, or use of files, information, Content, or AI-generated Outputs (e.g., scripts, set designs, motion capture data) obtained through the Services or on the Platform. Your sole remedy against ACT 3 AI for dissatisfaction with the Service or the Platform is to stop using them.

15.2 Exceptions

Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above disclaimers may not apply to you. To the extent that ACT 3 AI may not, as a matter of applicable law, disclaim any warranty, the scope and duration of such warranty will be the minimum required under such law.

16. Limitation of Liability

Summary: Our liability for any damages or losses arising from your use of the Service is limited. Please read this Section 16 carefully to understand what to expect and the extent of our obligations to you.

16.1 Limitation of Liability

To the fullest extent permitted by applicable law, ACT 3 AI, Inc., and its affiliates, directors, officers, employees, agents, licensors, and service providers will not be liable to you or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, revenue, use, goodwill, data, or other intangible losses, arising out of or relating to:

a. Your use or inability to use the Platform or Service;

b. The use, disclosure, or display of your UGC or AI-generated outputs;

c. Any modification, price change, suspension, or discontinuance of the Service;

d. The software, systems, or AI models that make the Service available;

e. Unauthorized access to or alteration of your transmissions or data;

f. Statements or conduct of any third party on the Service;

g. Interactions you input or receive through your use of the Service; or

h. Any other matter relating to the Service.

ACT 3 AI's liability is limited regardless of whether we have been informed of the possibility of such damages and even if a remedy set forth in this Agreement fails its essential purpose. ACT 3 AI will have no liability for any failure or delay in providing the Service due to matters beyond our reasonable control, including but not limited to technical failures, internet outages, or third-party service disruptions.

16.2 Maximum Liability

In any event, the total aggregate liability of ACT 3 AI, Inc., for all claims arising out of or relating to this Agreement or your use of the Service will not exceed the greater of: (a) the amount you paid to ACT 3 AI for access to the Service in the 12 months preceding the claim; or (b) one hundred U.S. dollars ($100). This limitation applies to all causes of action, whether based in contract, tort, statute, or any other legal theory.

16.3 Exceptions

Some jurisdictions do not allow the limitation of liability for certain types of damages. Accordingly, some of the above limitations may not apply to you. To the extent that ACT 3 AI may not, as a matter of applicable law, limit its liability, the extent of our liability will be the minimum permitted under such law.

17. Release and Indemnification

Summary: You are responsible for your use of the ACT 3 AI Platform and any disputes arising with other Users or third parties. You agree to release ACT 3 AI from liability for such disputes and to indemnify us against claims related to your actions. Please read this Section 17 carefully, as it limits our obligations to you and outlines your responsibilities.

17.1 Release

If you have a dispute with one or more Users or third parties arising from your use of the Platform or Service, including disputes related to UGC, AI-generated outputs, or collaborative projects, you agree to release ACT 3 AI, Inc., its affiliates, directors, officers, employees, agents, licensors, and service providers (collectively, "ACT 3 AI Parties") from any and all claims, demands, and damages (actual, consequential, or otherwise) of every kind and nature, known or unknown, arising out of or in any way connected with such disputes. This release includes, but is not limited to, disputes over intellectual property rights, Content ownership, or interactions within Organization Accounts or public repositories. You waive any rights you may have under applicable law, such as California Civil Code §1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

17.2 Indemnification

You agree to indemnify, defend, and hold harmless the ACT 3 AI Parties from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or relating to:

a. Your use of the Platform or Service, including but not limited to your Content (e.g., scripts, set designs, motion capture data) and AI-generated outputs (e.g., videos, storyboards);

b. Your violation of the Agreement, including these Terms, our Privacy Policy, our Code of Conduct, or any other applicable policies;

c. Your violation of any third-party rights, including intellectual property, privacy, or publicity rights;

d. Your Content that infringes applicable laws or third-party licenses (e.g., third-party assets used in AI-generated outputs); or

e. Any disputes between you and other Users or third parties arising from your use of the Service, including collaborative features within Organization Accounts.

ACT 3 AI, Inc. will: (i) promptly notify you in writing of any claim, demand, suit, or proceeding for which indemnification is sought; (ii) give you sole control of the defense and settlement of the claim, provided you may not settle any claim unless it unconditionally releases the ACT 3 AI Parties of all liability; and (iii) provide reasonable assistance at your expense. ACT 3 AI reserves the right to assume control of the defense of any claim at our own expense if you fail to promptly assume such defense.

17.3 Scope of Indemnification

Your indemnification obligations extend to claims arising from your use of AI-driven features (e.g., virtual set design, digital actors, rendering services), including any misuse of third-party tools or assets integrated with the Platform (e.g., Autodesk Character Creator, Blender, as described in Section 14 (Additional Product Terms). You are responsible for ensuring that your inputs and outputs comply with all applicable laws and third-party license terms, and you will indemnify ACT 3 AI Parties for any claims resulting from non-compliance.

18. Dispute Resolution – Binding Arbitration

Summary: This "Dispute Resolution – Binding Arbitration" section is for U.S. residents only and governs resolution of any Disputes.

18.1 Binding Arbitration

By creating an Account and using the Services, you agree that any Dispute shall be determined by binding arbitration. Arbitration shall be administered by the American Bar Association ("AAA") under its Consumer Arbitration Rules and, where applicable, the AAA Supplementary Procedures for the Resolution of Disputes Involving Small Claims. The arbitration shall be conducted by a single, neutral arbitrator, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. As used in this Section 18, a "Dispute" is any dispute, action, controversy or claim arising out of or relating to the Agreement, including these Terms, the Platform, the Services, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope and applicability of this agreement to arbitrate, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal basis. This includes Disputes arising before or after the effective date of these Terms.

18.2 Governing Law and Location

The arbitration shall take place in Seattle, Washington, unless the parties otherwise agree in writing. The proceedings shall be governed by the laws of the State of Washington, without regard to conflict of law principles. The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity.

18.3 No Class Actions

You and ACT 3 AI agree to resolve any Dispute on an individual basis and waive the right to bring or participate in, or seek relief on, any class, collective, or representative action. The arbitrator shall not have the authority to consolidate claims or otherwise preside over any form of a representative or class proceeding. that any arbitration shall be conducted in your individual capacities only and not as a class action or other representative proceeding. [This class action waiver does not prohibit you and ACT 3 AI from resolving Disputes through a settlement approved by a court.]

18.4 Opt-Out Procedure

You may opt out of this arbitration agreement by sending written notice to us at contactus@act3ai.com within 30 days of first accepting these Terms[, including by using any of the Services]. The opt-out notice must include your full name, the email address associated with your Account, and a clear statement that you decline arbitration.

18.5 Exceptions to Arbitration

Notwithstanding the foregoing, each of ACT 3 AI and you retains the right to:

a. Seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights; and

b. Bring an action in small claims court for disputes or claims within the scope of that court's jurisdiction.

18.6 Informal Dispute Resolution Requirements (IDRR)

For a period of at least 60 days prior to starting any arbitration (or any lawsuit, if an exception to arbitration applies), the User and ACT 3 AI each agree to first engage in informal discussions to attempt to negotiate a resolution of any Dispute to start 10 days after written notice is sent from a party to the other according to the applicable communication method(s) described in this Section 18 for notices. These informal discussions must be concluded either by a resolution agreed to in writing by the parties or by written notice from one party sent 7-10 days prior to the expiration of the 60-day informal dispute resolution period specifically stating each unresolved demand and the basis therefore. ACT 3 AI will send the User notices to the email address or billing address in the User's Account. The User will email notices to: contactus@act3ai.com. The initial notice of a Dispute from a User must include: (a) the full legal name of the User making the claim, (b) the User's username for accessing the User's Account, (c) the email address associated with the User's Account, if any, (d) a description of the nature and basis of each claim, (e) the specific result that is desired, and (f) the ticket or case number if any is provided by ACT 3 AI to track previous attempts to resolve the Dispute.

18.7 Severability of Claims or Remedies

If a court decides that applicable law precludes enforcement of the arbitration terms in this Section 18 as to any particular claim for relief or remedy (such as declaratory or injunctive relief), then that claim or remedy (and only that claim or remedy) must be severed from the arbitration, while the remaining claims and remedies (such as individual damages or restitution) will still be resolved through binding arbitration.

18.8 Confidentiality

The arbitrator shall honor all evidentiary privileges recognized at law and shall enter orders as appropriate to protect the parties' trade secrets or confidential information. The parties agree to maintain the confidentiality of each party's designated confidential information.

18.9 Exceptions to IDRR and Arbitration Terms

The following claims and actions are exempt from both the IDRR and the arbitration terms in this Section 18:

a. enforcement actions through a federal, state, or local agency if those actions are available;

b. claims for infringement of patent, copyright, trademark, or trade secret rights;

c. actions seeking only injunctive relief and no award of attorneys' fees or costs; and

d. actions seeking remedies under the GDPR.

19. Miscellaneous

Summary: This "Miscellaneous" section covers additional legal terms that govern your use of the ACT 3 AI Platform, including the governing law, how disputes are handled if not subject to arbitration, and other important provisions. Please read this Section 19 carefully to understand your rights and obligations.

19.1 Governing Law and Venue for Non-Arbitrable Disputes

Except to the extent applicable law provides otherwise, this Agreement and your access to or use of the Platform or Service are governed by the federal laws of the United States of America and the laws of the State of Washington, without regard to conflicts of law principles. Any disputes that are not subject to the Dispute Resolution terms in Section 18 or that are severed from arbitration (e.g., claims for injunctive relief or claims under the GDPR) may only be litigated in the federal or state courts situated in King County, Washington, USA. You and ACT 3 AI, Inc. consent to the personal and exclusive jurisdiction of these courts for such disputes, except as otherwise provided by applicable law.

19.2 No Agency Relationship

Your use of the Platform does not create any agency, partnership, joint venture, employment, or other legal relationship between you and ACT 3 AI, Inc., or between you and any third party with whom ACT 3 AI has a relationship. You agree not to represent yourself as an agent, legal representative, or employee of ACT 3 AI or any such third party.

19.3 No Third-Party Beneficiaries

Except as expressly provided in this Agreement, nothing in this Agreement is intended to confer any rights or benefits on any third party. ACT 3 AI, Inc. may assign or delegate these Terms of Service and/or our Privacy Policy, in whole or in part, to any person or entity at any time, with or without your consent, including the license grants in Section 13 (Intellectual Property). You may not assign or delegate any rights or obligations under this Agreement without our prior written consent, and any unauthorized assignment or delegation by you is void.

19.4 Contractual Statute of Limitations

You and ACT 3 AI agree that any cause of action arising out of or related to the Platform or Service must commence within one (1) year after the cause of action arises, or it will be permanently barred, except where prohibited by applicable law.

19.5 Consent to Electronic Communications

By using the Service, you consent to receive communications from ACT 3 AI in electronic form, including via the email address associated with your Account or through the Platform, as described in our Privacy Policy https://act3ai.com/privacy. You agree that all Terms of Service, agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing. This consent does not affect your non-waivable rights.

19.6 Severability of Provisions

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be construed to reflect the parties' original intent to the fullest extent permitted by law, and the remaining provisions will remain in full force and effect.

19.7 No Waiver

Any failure by ACT 3 to enforce any provision of this Agreement will not constitute a waiver of our right to enforce that provision or any other provision. Our rights under this Agreement will survive any termination of this Agreement, as described in Section 10 (Suspension, Cancellation, and Termination).

19.8 Complete Agreement and Changes to These Terms

These Terms of Service, together with our Privacy Policy https://act3ai.com/privacy and other terms and policies comprising the Agreement, represent the complete and exclusive agreement between you and ACT 3 AI, Inc. regarding the Platform and Service. The Agreement supersedes any prior or contemporaneous agreements, proposals, or communications, whether oral or written, relating to the subject matter of the Agreement, including these Terms, and any confidentiality or nondisclosure agreements. We may make changes to the Agreement from time to time, including to address changes in the use and administration of the Services or the Platform or to comply with the law, by our posting of a revised version to our Website.

19.9 Prevailing Language

If this Agreement is provided in multiple languages, the English version will govern and prevail in the event of any discrepancies or conflicts with any other language version.

19.10 California Users - Consumer Complaints

In accordance with California Civil Code §1789.3, California residents 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.

19.11 Contact Information

If you have questions about these Terms of Service or any related policies, you may contact us at contactus@act3ai.com.