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Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between [AvatarGo legal entity], a [company type] registered in [jurisdiction] with its registered office at [address] (“AvatarGo”, “we”, “us”), and the person or entity that creates an account or uses the Service (“Customer”, “you”). If you accept these Terms on behalf of an organisation, you represent that you are authorised to bind it, and “you” refers to that organisation.

By creating an account, clicking to accept, or accessing or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

1. Definitions

• “Service” means AvatarGo’s application programming interfaces (the “API”), the web console, software development kits (“SDKs”), documentation and related services we make available.
• “Customer Application” means any product, website or service you build or operate that uses the Service.
• “End User” means any person who interacts with a Customer Application, including by speaking or typing to a Character.
• “Character” means a configuration you create or select in the Service, including its face, voice, instructions, knowledge and tools.
• “Customer Content” means all data and materials you or your End Users submit to the Service, including images of faces, scripts, prompts, documents, tool definitions, audio, text, messages and recordings of sessions.
• “Output” means content generated by the Service for you, including rendered video, synthesised speech, transcripts and the responses of a Character.
• “Credentials” means account passwords, API keys, session tokens and similar access credentials.
• “Documentation” means our technical documentation published at docs.avatargo.ai, as updated from time to time.

2. Accounts and access

2.1 Eligibility. You must be at least 18 years old (or the age of majority where you reside) and capable of forming a binding contract. The Service is intended for business and professional use.

2.2 Account information. You must provide accurate and complete registration information and keep it current.

2.3 Credentials. You are solely responsible for safeguarding your Credentials and for all activity under your account, whether or not authorised by you. API keys must be kept on your servers and must not be embedded in client-side code or distributed to End Users. You must notify us without undue delay at [contact@avatargo.ai] of any actual or suspected unauthorised use, and revoke compromised keys.

2.4 Account-restricted functions. Certain functions — including creating and revoking API keys, managing webhook endpoints, and making payments — are available only through the console and not through the API.

3. Licence and restrictions

3.1 Licence. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the term to access and use the Service, and to incorporate the SDKs into Customer Applications, solely to provide Customer Applications to End Users and to generate Output for the uses Section 4.1 permits.

3.2 Restrictions. You shall not, and shall not permit any third party to: (a) copy, modify or create derivative works of the Service, except the SDKs to the extent their licence permits; (b) reverse engineer, decompile or attempt to derive the source code, models or underlying structure of the Service, except to the extent such restriction is prohibited by law; (c) sell, resell, rent, lease or provide the Service to third parties as a standalone service, or otherwise than as part of a Customer Application; (d) use the Service or any Output to develop, train or improve a competing product or model; (e) circumvent, disable or interfere with any security feature, usage limit, rate limit or access control; (f) access the Service by automated means other than through the API in accordance with the Documentation; (g) remove any proprietary notices; or (h) use the Service in breach of Section 6 (Acceptable Use) or Section 7 (Likeness and Voice).

3.3 Reservation of rights. The Service, including all software, models, documentation and intellectual property rights in them, is and remains the exclusive property of AvatarGo and its licensors. No rights are granted except as expressly set out in these Terms.

3.4 Feedback. If you provide suggestions or feedback, we may use them without restriction or obligation to you.

4. Customer Content and Output

4.1 Ownership. As between the parties, you retain all rights in Customer Content. Subject to Section 4.4 and to third-party rights, you own the Output generated for you. You may use, publish and distribute Output, including pre-rendered videos together with the voices and system faces in them, within or outside the Service and for commercial purposes, subject to Sections 6 and 7.

4.2 Licence to AvatarGo. You grant AvatarGo and its subprocessors a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, process and display Customer Content and Output to the extent necessary to provide, secure, maintain and support the Service, to prevent abuse, and to comply with law.

4.3 No training. We do not use Customer Content or End User conversations to train artificial intelligence models.

4.4 Nature of Output. Output is generated by machine learning systems and may be inaccurate, incomplete, offensive or similar to output generated for others. Output generated for other customers is not your Output. You are solely responsible for reviewing Output before relying on it and for its use in Customer Applications.

4.5 Your warranties. You represent and warrant that: (a) you have all rights, licences, consents and permissions necessary to submit Customer Content and to grant the licence in Section 4.2, including the consent of every person whose face or likeness appears in it as required by Section 7; (b) your collection and processing of End User data complies with applicable law, including by providing all notices and obtaining all consents required for End Users’ voice, image and conversation data to be processed through the Service; and (c) Customer Content and your use of the Service do not infringe, misappropriate or violate any third party’s rights or any law.

4.6 Removal. We may remove or disable access to any Customer Content that we reasonably believe breaches these Terms or the law, or that is the subject of a credible complaint, without liability to you.

4.7 Data protection. Our processing of personal data is described in the Privacy Policy. Where we process personal data on your behalf as a processor, our [Data Processing Addendum] applies and forms part of these Terms.

5. Your responsibilities for Customer Applications

5.1 You are solely responsible for Customer Applications, their End Users, and all instructions, knowledge and tools you configure for Characters, including the effect of any action a Character takes through a tool you provide.

5.2 AI disclosure. You shall clearly disclose to End Users that they are interacting with an artificial intelligence, wherever required by law and in any context in which an End User could reasonably believe they are interacting with a human. You shall not instruct or configure a Character to deny being an AI.

5.3 End user terms. You shall ensure your End Users are bound by terms at least as protective of AvatarGo as Sections 6 and 7, and you are responsible for their compliance.

5.4 High-risk use. The Service is not designed for, and you shall not use it in, any application in which its failure, inaccuracy or unavailability could lead to death, personal injury, or serious physical, financial or environmental harm, including emergency services, medical diagnosis or treatment, or the operation of critical infrastructure. The Service does not provide professional medical, legal, financial or psychological advice.

5.5 Recording. Sessions are recorded by default. You are responsible for telling End Users that a session is recorded, and for obtaining any consent applicable law requires, before it is — or for turning recording off.

6. Acceptable Use

6.1 You shall not use the Service, and shall not permit any Customer Application or End User to use it, to:

(a) violate any applicable law or regulation, or facilitate any person in doing so;

(b) engage in fraud, deception, phishing or scams, or solicit passwords, one-time codes, card PINs, full payment card numbers or similar secrets;

(c) impersonate any person or entity, including any government body, official or candidate for office, or falsely represent an affiliation with or endorsement by any person;

(d) create or distribute content that falsely depicts a real person saying or doing anything they did not say or do, in a manner likely to deceive, defame or cause harm, or present synthetic content as a genuine recording;

(e) generate, solicit or distribute any sexual content involving a minor, or any sexual content in an interaction with a person who is or appears to be a minor; any such matter will be reported to the competent authorities;

(f) create or distribute sexual or intimate content depicting a real person without that person’s explicit consent;

(g) harass, threaten, intimidate, bully or abuse any person, or promote violence, terrorism or hatred against any person or group on the basis of a protected characteristic;

(h) create or spread disinformation concerning elections, civic processes or public health;

(i) collect, process or disclose personal data unlawfully, including data of children without verifiable parental consent where required;

(j) send unsolicited communications or place automated calls in breach of applicable law;

(k) infringe or misappropriate any intellectual property, privacy or publicity right; or

(l) probe, scan, attack, overload or impair the Service or any system or network connected to it.

6.2 Platform safeguards. The Service applies safeguards to every Character, including instructions to acknowledge being an AI when sincerely asked, to direct people who indicate a risk of harm to emergency services, and not to request secrets such as one-time codes or card numbers. You shall not attempt to disable or circumvent these safeguards.

6.3 Monitoring and enforcement. We may, but are not obliged to, monitor use of the Service for compliance with these Terms. If we reasonably believe this Section 6 has been breached, we may take any action we consider appropriate, including removing content, disabling Characters or faces, suspending or terminating your account, and reporting to law enforcement.

7. Likeness and Voice

7.1 Permitted faces. You may upload an image of a face only if (a) it depicts you, (b) you have obtained the prior, informed and documented consent of the person depicted (or, for a minor, of their parent or legal guardian) to the creation and use of a talking avatar of them for the purposes for which you use it, or (c) it is an illustration or synthetic image that does not depict or resemble an identifiable real person.

7.2 Confirmation and records. Each upload requires your confirmation that you hold such consent, which we store with the face. You shall retain evidence of each consent for as long as the face is used and for [two (2) years] thereafter, and shall provide it to us within [five (5)] business days of our request.

7.3 Prohibited likenesses. You shall not upload or use the likeness of any public figure, celebrity or other person without their consent, including to suggest their endorsement of any product, service or view.

7.4 Voices. Voices made available in the Service are licensed for use within the Service only. You shall not use any voice to imitate an identifiable real person in a manner likely to mislead. This does not restrict Output under Section 4.1: a voice in a pre-rendered video goes with that video.

7.5 System faces and preset Characters. Faces and preset Characters supplied by AvatarGo may be used only within Customer Applications and in Output under Section 4.1, in accordance with these Terms, and may not be used to represent any real, identifiable person or to imply that person’s endorsement.

7.6 Complaints and take-down. Any person who believes their likeness is used without consent may submit a complaint through [the Contact page / contact@avatargo.ai]. Upon receiving a complaint containing sufficient detail, we may, at our discretion and without liability to you: (a) suspend new sessions and renders using the face concerned, normally within forty-eight (48) hours; (b) require you to provide evidence of consent; and (c) permanently delete the face and associated Output held by us if adequate evidence is not provided within the period we specify. We may inform the complainant of the outcome.

8. Fees and payment

8.1 Credit. The Service is paid for from a prepaid balance of credit denominated in US dollars. Usage is charged against your balance at the rates applicable to your plan as published in the console or on our pricing page. Our metering records are conclusive absent manifest error.

8.2 Plans. Plans are subscriptions billed in advance for each monthly period. Credit included with a plan is valid only for the period for which it is issued and expires, without refund, at the end of that period. Plans renew automatically until cancelled. Cancellation takes effect at the end of the current period.

8.3 Top-ups. One-time purchases of credit expire twelve (12) months after purchase.

8.4 Promotional credit. Free or promotional credit has no cash value, is non-transferable, expires as stated when granted, and may be withdrawn in case of abuse.

8.5 Insufficient balance. When your balance is exhausted, sessions in progress will be ended and new usage refused until credit is added. Automatic top-up, if enabled, authorises us to charge your payment method in the amounts you select.

8.6 No refunds. Except where required by applicable law, all payments are non-refundable and credit is not redeemable for cash.

8.7 Price changes. We may change prices on not less than thirty (30) days’ notice. Changes take effect from your next plan period after the notice period.

8.8 Taxes. Fees are exclusive of taxes. You are responsible for all taxes, duties and levies associated with your purchases, other than taxes on our net income.

8.9 Payment processing. Payments are processed by our third-party payment processor, subject to its terms. Chargebacks without valid cause may result in suspension.

9. Third-party services

The Service relies on third-party providers, including for real-time media transport, computing, speech recognition, language models and speech synthesis. We may change such providers at any time. We are not responsible for the acts or omissions of third-party services that you choose to connect to the Service, including endpoints called by tools or webhooks you configure.

10. Suspension and termination

10.1 Suspension. We may suspend your access to all or part of the Service immediately if (a) you breach Section 3.2, 6 or 7; (b) your account has an unpaid or disputed balance; (c) your use poses a security risk or may adversely affect the Service or others; or (d) we are required to do so by law. We will use reasonable efforts to notify you and to limit the suspension to what is necessary.

10.2 Termination by you. You may terminate these Terms at any time by closing your account through [support@avatargo.ai].

10.3 Termination by us. We may terminate these Terms (a) immediately on notice if you materially breach them, or (b) for convenience on thirty (30) days’ notice.

10.4 Effect. On termination, all licences end, you shall stop using the Service, unused credit is forfeited except where the law requires otherwise, and we will delete Customer Content in accordance with the Privacy Policy. Sections 3.3, 3.4, 4.4, 4.5, 8 (as to amounts accrued), and 11 to 15 survive termination.

11. Disclaimers

THE SERVICE AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AVATARGO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT ANY SESSION WILL CONNECT OR COMPLETE, OR THAT OUTPUT WILL BE ACCURATE, APPROPRIATE OR LAWFUL FOR YOUR PURPOSE. FEATURES DESIGNATED AS PREVIEW, BETA OR PLANNED ARE PROVIDED WITHOUT ANY COMMITMENT.

12. Limitation of liability

12.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA OR BUSINESS OPPORTUNITY, HOWEVER ARISING, EVEN IF ADVISED OF THEIR POSSIBILITY.

12.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, AVATARGO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO AVATARGO IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 The exclusions in Section 12.1 do not apply to your obligations under Section 13 or to your breach of Sections 3.2, 6 or 7. Nothing in these Terms limits liability that cannot be limited under applicable law.

13. Indemnification

You shall defend, indemnify and hold harmless AvatarGo, its affiliates and their officers, directors, employees and agents from and against all claims, losses, liabilities, damages, fines, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer Content, including any claim that it infringes or misappropriates any right of privacy, publicity, likeness or intellectual property; (b) Customer Applications and their use by End Users; (c) your breach of these Terms or of applicable law; or (d) any dispute between you and an End User. We will notify you of any such claim, and may participate in its defence with counsel of our choosing.

14. Changes to the Service and these Terms

14.1 We may modify the Service at any time. We will give reasonable advance notice before removing or making incompatible changes to a generally available API feature, except where required for security, legal or operational reasons.

14.2 We may amend these Terms. We will give at least thirty (30) days’ notice of material changes by email or through the console. Your continued use of the Service after the effective date constitutes acceptance. If you do not agree, you must stop using the Service before that date.

15. General

15.1 Governing law and disputes. These Terms are governed by the laws of [jurisdiction], excluding its conflict-of-laws rules. The courts of [venue] have exclusive jurisdiction [or: disputes shall be resolved by binding arbitration under [rules] seated in [place]], without prejudice to either party’s right to seek injunctive relief in any competent court.

15.2 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including failures of third-party infrastructure, networks or providers, other than payment obligations.

15.3 Assignment. You may not assign these Terms without our prior written consent. We may assign them without consent to an affiliate or in connection with a merger, acquisition or sale of assets.

15.4 Notices. We may give notice by email to your account address or through the console. Notices to us must be sent to [contact@avatargo.ai].

15.5 Export and sanctions. You shall comply with applicable export control and sanctions laws and shall not use the Service in or for the benefit of any sanctioned country or person.

15.6 Entire agreement; order of precedence. These Terms, together with the Privacy Policy, any Data Processing Addendum and any order form, are the entire agreement between the parties on their subject matter. In case of conflict, a signed order form prevails, then these Terms.

15.7 Miscellaneous. If any provision is held unenforceable, it shall be enforced to the maximum extent permitted and the remainder shall continue in effect. No failure or delay in exercising a right is a waiver. The parties are independent contractors. There are no third-party beneficiaries.

Contact: [contact@avatargo.ai]