Effective as of December 1, 2023. These Terms of Service replace and supersede all prior versions.

THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN CLAUSE 12 (DISPUTE RESOLUTION, CLASS ACTION WAIVER, ARBITRATION AGREEMENT) BELOW GOVERN THE RESOLUTION OF DISPUTES. PLEASE READ THEM CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS (AS DEFINED BELOW), INCLUDING THE MANDATORY ARBITRATION PROVISION (IF YOU HAVE NOT OPTED OUT AS ALLOWED HEREIN) AND CLASS ACTION WAIVER, PLEASE DO NOT USE THE SERVICES

All references to “you” in the Terms will mean you as an individual or business, as applicable and indicated on any applicable Order.

These Terms of Service, along with any Orders, schedules, annexes and all other documents referred to herein, including but not limited to the Terms of Service of our software providers (collectively, “Terms”), govern your use of and access to our websites, web-based applications and products, hosted software-as-a-service application, customer support, and other interactive areas or services regardless of the means of access (collectively, “Services”) to create digital videos (“Deliverables”). By accessing and using the Services, you agree to be bound by these Terms, and as they may be updated from time to time. These Terms form a legally binding agreement between you and us. Please read them carefully. If you do not agree to these Terms, you may not use the Services.

We may amend these Terms in our sole discretion. Any such amendment will be effective thirty (30) days following either our dispatch of a notice to you or our posting of the amendment on the Services. If you do not agree to any change to this Agreement, you must discontinue using the Services. Our customer service representatives are not authorized to modify any provision of these Terms, either verbally or in writing.

Scope

Rendered creates custom digital avatars with the Services on the Platform and incorporates them into Deliverables for use by Customers for Customer’s business purposes.

1 Definitions

1.1 In these Terms, the following words will have the following meanings:

“Business Day” means any day which is not a Saturday, a Sunday or a bank or public holiday in the United States;

“Confidential Information” means, in relation to either party, all information, in any form or medium, that is proprietary or non-public (either in its entirety or in the precise configuration or assembly of its components), regardless of whether identified as confidential, including commercial, financial, marketing or technical information, accounts, business plans, business methods, strategies and financial forecasts, tax records, correspondence, designs, drawings, manuals, specifications, customer or sales or supplier information, technical or commercial expertise, software, formulas, processes, methods, knowledge, know-how and trade secrets, whether disclosed orally, in writing or by electronic means, before or after the Effective Date;

“Customer” or “you” means the user and purchaser of the Services regardless of whether the user and purchaser are different individuals or entities and must be eighteen years of age or older. When the Customer is an entity, and the Services and Avatar feature a Customer User that is an individual, the term Customer shall also include the Customer User, as the case may be;

“Customer User” means any employee, agent, contractor and/or consultant of the Customer who uses the Deliverables on behalf of the Customer;

“Effective Date” means the date that an Order is accepted by Rendered;

“End Customers” means consumers and potential consumers of the Customer’s goods and/or services to whom the Customer may direct the Deliverables;

“Fees” means the fees for the use of the Services and the Deliverables as specified in an Order based on the applicable Plan;

“Force Majeure” means any event or condition beyond the reasonable control of either Party affecting that Party’s ability to perform any of its obligations (other than payment) under the Terms, including but not limited to an act of God, pandemic, epidemic, fire, flood, lightning, natural disaster, illegality, compliance with any law or governmental order, rule, regulation or direction, war, revolution, terrorism, riot or civil commotion, strikes, lock outs and industrial action, or failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services including telecommunications and internet services;

“Intellectual Property Rights” means any and all rights in and to any patent, copyright, database, design, trademark, service mark, domain name, know-how, utility model, business method or process, whether such right is registered or not, or where relevant, any application for any such right, or other industrial or intellectual property right anywhere in the world;

“Order” means the specific order form for Services, Plan and Deliverables requested by Customer and accepted by Rendered during the relevant sign-up process;

“Party” or “Parties” means Rendered and/or the Customer, as the context may require;

“Plan” means the relevant plan for Services and Deliverables offered by Rendered;

“Platform” means the Rendered software platform, including the RenderMe Portal, via which the Services are made available, including all versions, amendments and improvements thereto and/or any other tools, methods, models, know how, code, functionality or other elements owned or developed by Rendered;

“Platform Data” means all usage and/or statistical or other data, information, learnings or know-how related to and/or derived from the use of the Platform by Customers and users, only in anonymized and aggregated form, and at all times not including any data or information that could individually identify a Customer;

“Rendered”, “us,” “we,” and “our” means Rendered Media, LLC;

“RenderMe Portal” means the online portal (as may be modified by Rendered regularly) through which the Customer can utilize the Services and manage Deliverables.

“Service Specification” means the specification of the Services set out at http://rendermedia.ai as updated and amended from time to time by Rendered to reflect changes, enhancements and improvements that we make to the Rendered Platform, the RenderMe Portal, the Services and related systems and technology;

“Term” means the monthly or annual period set out in the relevant Plan or Order;

“Year” means each period of 12 months starting from the Effective Date.

1.2 Drafting Conventions

(a) The headings in these Terms are inserted for convenience only and shall not affect the interpretation or construction of these Terms.

(b) Words expressed in the singular shall include the plural and vice versa. Words referring to a particular gender include every gender. References to a person shall include an individual, company, body corporate, corporation, unincorporated association, firm, partnership or other legal entity.

(c) The words “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.

(d) All references to Clauses are to the Clauses in these Terms unless otherwise stated.

2 The Services and Deliverables

2.1 Subject to our acceptance of an Order and receipt of the Fees in accordance with the Order’s relevant payment terms, and subject to compliance by the Customer with the provisions of the relevant Plan and these Terms, Rendered agrees to provide the Customer with the Services and Deliverables as set forth in an Order.

2.2 The Customer may, subject to the relevant Plan details:

(a) use the Services to create Deliverables for the Customer’s own marketing, communications and training; and

(b) use the Services to create content in the form of the Deliverables for use with its own End Customers.

2.3 For the avoidance of doubt, the Customer may not permit its End Customers to use the Services or access the Platform directly under any circumstances. The Customer is responsible for ensuring that only Customer Users are permitted to use the Services or access the Platform.

2.4 The Customer shall be responsible for all access to and use of the Services and Platform as enabled by the Customer via the Customer’s account and or Customer Users’ login credentials.

2.5 In connection with its supply of the Services, Rendered may be required to process personal data on behalf of the Customer. In such circumstances the Parties will each comply with the terms and conditions of Schedule 1 – the Data Processing Agreement.

3 Customer Systems and Customer Responsibilities

3.1 The Customer shall comply with all the Customer responsibilities under these Terms and agrees that Rendered’s provision of the Services is dependent on the Customer complying with the Customer responsibilities.

3.2 The Customer acknowledges that in order for Rendered to provide the Services it will create a digital replica of the Customer’s image, likeness and voice (the “Avatar”). The Customer (a) authorizes Rendered to generate a digital Avatar that uses the name, image, likeness and voice of Customer or its designated Customer User for the purposes of rendering multimedia content submitted through the RenderMe Portal; and (b) represents and warrants it has authority and will have authority at all times during the Term to grant such permission.

3.3 The Customer undertakes that it has and will have at all times during the Term, all necessary permissions, authorizations and consents from the owners or licensors of the Customer’s systems and networks to enable the Services to be provided to the Customer.

3.4 The Customer undertakes that where it uses the Services in any jurisdiction or territory other than the US it shall be wholly responsible for ensuring that the use of the Services in that jurisdiction or territory complies with applicable laws or regulation.

3.5 Restrictions on Your Use of the Services. As a condition of our granting you the right to use the Services, you agree that you shall not:

(i) attempt to download, copy, modify, create derivative works from, frame, mirror, republish or distribute any portion of the Services or Platform except to the extent expressly set out in these Terms or the Customer’s applicable Order;

(ii) move, decompile, reverse-engineer, disassemble, or otherwise reduce to human-readable form the Services and/or the Platform, underlying technology, any digital rights management mechanism, device, or other content protection or access control measure incorporated into the Services or Platform;

(iii) modify the Services, including, but not limited to, by removing identification, copyright or other proprietary notices from the Services;

(iv) access or use the Services in a manner that suggests an association with our products, services or brands;

(v) bypass, modify, defeat, tamper with or circumvent any of the functions or protections of the Services, including using any technology or technique to obscure or disguise your location when you are accessing the Services;

(vi) access, monitor or copy, or permit another person or entity to access, monitor or copy, any element of the Services using a robot, spider, scraper or other automated means or manual process without our express written permission;

(vii)damage, disable, overburden or impair the Services, including by introducing viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

(viii) use the Services in any unlawful manner (whether criminal or civil), for any unlawful purpose, or in any manner inconsistent with these Terms, including in a manner that would violate our Privacy Policy or the rights of any third parties or otherwise interfere with any other person’s use and enjoyment of the Services;

(ix) share your login credentials with anyone other than Customer Users;

(x) use any knowledge or information acquired in relation to the Services or Platform in order to build a software product that competes with or violates or infringes Rendered’s or any third-party’s rights in the Services or Platform;

(xi) resell, sublicense or otherwise use the Services or Platform to provide to third parties services comparable to the Services, except as expressly permitted under Clause 2.2. or

(xii) otherwise allow or encourage third parties to violate the above restrictions.

4 Security and Disclaimers

4.1 Notwithstanding the above, Rendered will ensure that the Customer’s Avatar will only be used to create content based on the Customer’s approved scripts and accepted Orders.

4.2 The Customer acknowledges that their Avatar will be produced to look and sound as close to their own identity as technically possible by Rendered at the time of creation. The Customer acknowledges that they have reviewed samples of Avatars produced by Rendered and understands that Customer’s Avatar will be of comparable quality. Upon creation and delivery, the cost of Avatars is non-refundable.

4.3 Rendered shall not be responsible for any damage or loss that the Customer, Customer User or End Customer may suffer, whether directly or indirectly, as a result of their use and Rendered’s provision of the Services as intended.

5 Intellectual Property

5.1 Rendered has, at its sole cost, created, licensed and/or developed the Services and the technology and systems, including the Platform and RenderMe Portal, that form part of the Services.

5.2 As between the Parties, all Intellectual Property Rights in the Services, the Platform, RenderMe Portal and Platform Data either belong to or are used by Rendered pursuant to license.

5.3 These Terms and use of the Services and Platform by Customer shall not constitute a transfer of any Intellectual Property Rights in the Services or Platform to the Customer, nor grant the Customer any rights to the Services or Platform, (including any Intellectual Property Rights in the same) other than as set out in Clause 2.

6 Fees

6.1 Fees shall be payable by the Customer in full and cleared funds on the Effective Date and on the first day of each Year or Month thereafter, in advance of any access to the Services. Fees are exclusive of value added, sales, withholding or any similar tax, import or customs duties, which shall be paid in addition by the Customer to Rendered at the then-prevailing rates.

6.2 Subscription Billing and Auto-Renewal. Your subscription to the Services includes enrollment into an ongoing/recurring payment plan. Your subscription will automatically renew at the end of the disclosed billing period, unless cancelled in accordance with the instructions for cancellation below. We will send you an email reminder 10 days before charging your chosen payment method. Payment will be charged to your chosen payment method at confirmation of purchase and at the start of every new billing period, unless cancelled. When you provide a payment method, we will attempt to verify the information you entered by processing an authorization hold. We do not charge you in connection with this authorization hold, but your available balance or credit limit may be reduced. Your “billing period” is the interval of time between each recurring billing date and corresponds to the term of your subscription. For purposes of this Agreement, a “day” or “date” begins at 12:00 a.m. Eastern time and ends at 11:59 p.m. Eastern time of that same calendar day. Where applicable, charges for one or more Services may be prorated for any partial month of service. To see your next recurring billing date, log in to your account and view your account details. You acknowledge that the timing of when you are billed may vary. We reserve the right to change our pricing. In the event of a price change, we will attempt to notify you in advance of the change by sending an email to the email address you have registered for your account. If you do not wish to accept a price change, you may cancel your subscription in accordance with the instructions included in that email and below. If you do not timely cancel your subscription, your subscription will be renewed at the price in effect at the time of the renewal, without any additional action by you, and you authorize us to charge your payment method for these amounts. We will not be able to notify you of any changes in applicable taxes. You are responsible for all third-party Internet access charges and taxes in connection with your use of the Services. Please check with your Internet provider for information on possible Internet data usage charges.

6.3 If any Customer Fees are not paid when due, then until payment is made in full Rendered shall be entitled to:

(a) suspend Customer’s access to the Services, Platform and RenderMe Portal; and

(b) charge interest on any overdue payment at the rate of 0.5% per month.

7 Confidentiality

7.1 Each Party shall keep and maintain as confidential all Confidential Information of the other Party disclosed or obtained as a result of the relationship of the Parties pursuant to an Order and these Terms and shall not use nor disclose the same except in relation to the performance of this Agreement in compliance with these Terms, authorized use of the Services and Platform, or with the prior written consent of the other Party. Whenever disclosure is made by a Party of the other Party’s Confidential Information to any employee, agent or consultant, it shall be done subject to obligations equivalent to those set out in these Terms. Each Party agrees to use its best efforts to procure that any such employee, agent or consultant complies with such obligations, provided that each Party shall continue to be responsible to the other Party in respect of any disclosure or use of such Confidential Information by a person to whom disclosure is made.

7.2 The obligations of confidentiality in this Clause shall not extend to any information that the other Party can show:

(a) is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under these Terms; or

(b) was in its written records prior to the Effective Date and not subject to any confidentiality obligations; or

(c) was independently disclosed to it by a third party entitled to disclose the same; or

(d) is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction.

7.3 The Customer shall ensure that the Customer Users are aware of and undertake to comply with the obligations of confidentiality set out in this Clause.

7.4 This Clause shall survive expiration or termination of the Term.

8 Warranties and Indemnities

8.1 Subject to Clauses 4 and 8.2, Rendered warrants that:

(a) the Services shall comply in all material respects with the Service Specification and shall be provided with reasonable skill and care in accordance with customary industry practices;

(b) it has full right, power and authority to provide the Services; and

(c) the Platform and Services will, to the best of its knowledge, contain nothing that infringes the statutory, common law, or Intellectual Property Rights of any third party.

8.2 YOU ACKNOWLEDGE AND AGREE TO THE ESSENTIAL CONDITION THAT THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, RENDERED AND ITS AFFILIATES, LICENSORS, AGENTS, AND SERVICE PROVIDERS (COLLECTIVELY, THE “RENDERED PARTIES”) EACH EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY. INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY, SATISFACTORY QUALITY AND NONINFRINGEMENT, AND THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION. YOU ALSO ACKNOWLEDGE AND AGREE THAT THE RENDERED PARTIES DO NOT WARRANT THAT THE DELIVERABLES OR THE SERVICES WILL BE WITHOUT ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS. THE RENDERED PARTIES DO NOT WARRANT OR OTHERWISE STATE THAT THE DELIVERABLES OR THE SERVICES WILL MEET YOUR REQUIREMENTS. YOU AND NOT THE RENDERED PARTIES ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OCCASIONED BY USE OF THE DELIVERABLES AND THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

8.3 The Customer warrants that:

(a) It, and its representative signing the Order, has full right, power and authority to agree to these Terms;

(b) It has all the rights, licenses, permits, approvals and clearances of third-party rights required by applicable laws and/or necessary to perform its obligations and allow Rendered to perform its obligations pursuant to an Order and in accordance with these Terms; and

(c) It shall use the Service and the Deliverables in accordance with Rendered’s Acceptable Use Policy.

8.4 Rendered will indemnify the Customer from and against any and all losses, damages, claims, penalties, fines, costs and expenses (including reasonable attorneys’ fees) awarded against the Customer by a court of competent jurisdiction arising from any third-party claims or actions as a result of or in connection with a breach by Rendered of Clause 8.1(c).

8.5 The Customer will indemnify Rendered from and against any and all losses, damages, claims, penalties, fines, costs and expenses (including reasonable attorneys’ fees) suffered or incurred by or awarded against Rendered in relation to any third-party claims or actions as a result of or in connection with any breach by the Customer of Clause 8.3 and/or Clause 3.

8.6 Each Party will fully indemnify, defend and hold harmless the other from and against any and all losses, damages, claims, penalties, fines, costs and expenses (including reasonable attorneys’ fees) suffered or incurred by or awarded against the other as a result of or in connection with any breach by the other of its obligations under Clause 7 (Confidentiality).

8.7 In all cases, the indemnified Party agrees to:

(A) promptly notify the indemnifying Party of any allegation of infringement or other claim that may give rise to reliance on the right to indemnification that comes to its attention, and give the indemnifying Party all reasonable assistance subject to reimbursement by the indemnifying Party of the indemnified Party’s costs so incurred;

(B) not to make any admission, settle, compromise or negotiate the settlement of any such claim without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld), provided that the indemnifying Party shall defend any claim diligently, using competent counsel and act in such a way as not to bring the reputation of the indemnified Party into disrepute; and

(C) allow the indemnifying Party to conduct and settle all negotiations and proceedings, save that the indemnifying Party may not settle any claim or proceedings on the indemnified Party’s behalf without the indemnified Party’s prior written consent, which will not be unreasonably withheld.

9. Acceptable Use Policy

9.1 You agree that you will not misuse the Service or Platform by any use, access, or interference with the Service or Platform contrary to these Terms or any applicable laws and regulations. You will especially not, without limitation, use the Service or Platform:

(a) In any way that violates any applicable local, state, national or international law or regulation.

(b) For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to or using them for any inappropriate content or otherwise.

(c) For the purpose of adult entertainment and/or other incriminating content.

(d) To impersonate or attempt to impersonate any other person or entity or falsely pretend an affiliation with any person or entity.

(e) To create or share any content that is factually inaccurate, false, misleading, misrepresenting or deceptive.

(f) In any way that infringes upon the rights of others, or in any way that is obscene, pornographic, vulgar, lewd, defamatory, immoral, insulting, threatening, harassing, fraudulent, bullying, discriminatory, harmful or constitutes hate speech.

(g)In connection with foul, obscene, profane, inappropriate, or offensive language.

(h) To troll, defame, or slander any person, firm, or corporation.

(i) To engage in conduct that promotes or encourages discrimination, objectification, or violence against individuals or groups based on race, ethnic origin, religion, disability, sexual orientation, gender, gender identity, age, or veteran status.

(j) To publish the private information of any other persons, such as physical or electronic addresses, without explicit permission of such persons.

(k) To engage in any other conduct that interferes with Service’s and Platform’s security features and restricts or inhibits anyone’s use or enjoyment of the Service and Platform, or which, as reasonably determined by us, may harm or offend Rendered or other users of the Service or Platform or expose them to liability.

(l) Use any robot, spider, or other automatic devices, process, or means to access the Service or Platform for any purpose, including monitoring or copying any of the material.

9.2 The avatars that are not created specifically for you and are already available in the Platform (“Stock Avatars”) are made based on and bear a life-like resemblance to real people. For this reason, in order to comply with the licensing terms with the actors and to protect the rights and reputation of the actors, additional restrictions apply. In addition to general restrictions, you agree not to use any Stock Avatars:

(a) In TV broadcasting.

(b) In “promoted”, “boosted”, or “paid” advertising on any social media platform or similar media.

(c) In or as part of non-fungible tokens (NFTs) or similar items.

(d) To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.

(e) To portray Stock Avatar in a way that a person would reasonably find offensive, including, but not limited to portraying Stock Avatar as suffering from or medicating for any medical condition, including addiction.

(f) To portray Stock Avatar in connection with regulated or not age-appropriate goods or services including, but not limited to alcohol, tobacco, nicotine (including vaping products), psychoactive substances, firearms, gambling, contraceptives, sex toys, escort services, dating services, adult entertainment venues and similar.

(g) Portraying a Stock Avatar as making any kind of statement of opinion, including expressing any personal preferences or experiences as if they are Stock Avatar’s preferences or experiences.

(h) Depicting a Stock Avatar as making any kind of statement regarding religion, politics, race, gender, sexuality, or other similar topics that are known to be sensitive to certain demographics.

(i) To create trademarks, design-marks, service-marks, or other similar protected or registrable rights.

9.3 We may, but are not obliged to, monitor your use of the Services and Platform for breach of the Acceptable Use Policy. If your use is automatically flagged for a possible violation of the Acceptable Use Policy, such request for content creation may undergo a manual review or become automatically rejected. We may in our full discretion decide if your content violates this Acceptable Use Policy and reject such content creation request. If any of your content is deemed in violation of this Acceptable Use Policy after its creation, you must immediately delete, stop distributing and recall the violating content both online and offline. We may immediately discontinue your access to the Platform in the event of breach of the Acceptable Use Policy.

‍ 9.4 Limitations on Use

(a) You agree that your use of the Services and Platform will not exceed the annual production allocation as outlined in your plan terms, and that in the event your usage exceeds the annual maximum, we have the right to restrict or limit your access to the Services and Platform.

(b) We have the right in our sole discretion to modify these limitations on use and will post any updates in the Terms.

10 Limitation of Liability

10.1 IN NO EVENT WILL RENDERED OR ITS AFFILIATES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY, PROPERTY DAMAGE OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY (I) LOST PROFITS OR REVENUES, LOSS OF DATA OR HARM TO BUSINESS, (II) ANY PERSONAL INJURY, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT RESULT FROM THE USE OF OR INABILITY TO USE THE DELIVERABLES OR THE SERVICES, HOWEVER CAUSED, OR (III) COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER CUSTOMER, CUSTOMER USER OR THEIR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EVEN IF IT HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 IN NO EVENT WILL THE AGGREGATE LIABILITY OF RENDERED OR ITS AFFILIATES IN CONNECTION WITH THESE TERMS AND THE USE OF THE SERVICES (WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY) BE GREATER THAN THE TOTAL FEES PAID BY CUSTOMER TO RENDERED PURSUANT TO AN APPLICABLE ORDER DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THE LIABILITY LIMITATIONS IN THIS SECTION APPLY UNDER ANY LEGAL THEORY (TORT, CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY OR OTHERWISE) EVEN IF THE RENDERED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

10.3 Nothing in these Terms shall exclude or limit the Customer’s obligation to pay the Fees. Our suppliers will have no liability in any matters arising out of or related to these Terms.

10.4 Rendered shall have no liability towards any End Customer.

11 Term, Termination and Suspension

11.1 At the end of the relevant Term, the Order will automatically renew for successive periods equivalent to the Term (each a “Renewal Period”), unless either Party notifies the other Party of termination in writing (email sufficient) before the end of the Term or any Renewal Period, in which case any Orders then in effect shall terminate upon the expiration of the applicable Term or Renewal Period. The Customer will not be entitled to any refund or credit for any portion of the Fee for any unused part of the Term already paid for

11.2 Termination by You. You may cancel your subscription and terminate your use of the Services and Platform at any time. Cancellation or termination of your account does not relieve you of any obligation to pay any outstanding fees associated with your subscription, including, but not limited to early cancellation fees.

11.3 Termination by Us. Rendered may at any time immediately terminate or suspend your right to use and access the Services and Platform, without refunds for any pre-paid fees, if in Rendered’s sole discretion:

(a) you breach any provision of the Terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms) or otherwise violate the Acceptable Use provisions of these Terms;

(b) you fail to make the timely payment of the Fees for the Services;

(c) you physically, verbally, or through other means abuse, threaten, bully, or harass us or our personnel (in such circumstances, we may alternatively suspend or restrict your access to the Services and Platform);

(d) you have repeatedly made complaints in bad faith or without a reasonable basis, and continue to do so after we have asked you to stop (in such circumstances, we may alternatively suspend or restrict your access to the Services or Platform);

(e) continuing to provide the Software or Platform to you would violate any applicable law; or

(f) we elect to discontinue the Services and Platform, in whole or in part if it becomes impractical for us to continue offering the Services in your region due to change of law, or other reason.

If we terminate your use of the Services and Platform for reasons other than for cause, as listed above, we will make reasonable efforts to notify you via the email address you provide to us, at least thirty (30) days prior to termination, with instructions on how to retrieve your Deliverables. Upon termination by us, you may lose access to your Avatar, but delivered and paid-for Deliverables will continue to operate using existing software.

If you believe your account has been deactivated in error or if you have any related questions, please contact us by email to jon@rendermedia.ai.

11.4 Rendered may terminate and/or suspend your access to the Services and Platform immediately without notice if the Fee has not been received by the due date or if you use the Services or Platform in a manner that violates the Acceptable Use provisions of these Terms.

11.5 In the event of any termination by Rendered under clause 10.2 or 10.3, Rendered will not refund nor shall credit, and the Customer will not be entitled to any refund or credit for, any portion of the Fee for any unused part of the Term.

11.6 Upon termination of the Services for any reason whatsoever:

(a) the relationship of the Parties shall cease, and all rights granted to the Customer under these Terms to access and use the Service and Platform shall cease immediately; and

(b) any provision that is expressly or by implication intended to come into force or remain in force on or after termination, including but not limited to your indemnification obligations, our warranty disclaimers and limitations of liabilities, confidentiality, the dispute resolution provisions and class action waiver, will continue in full force and effect.

11.7 Any such termination pursuant to these Terms shall be without prejudice to the rights and remedies of either Party which may have accrued up to the date of termination.

12 Force Majeure

A Party will not be in breach of these Terms nor liable for any failure or delay in performance of any obligations (except for Customer’s payment obligations) under these Terms, and the date for performance of the obligations affected will be extended accordingly, as a result of Force Majeure, provided that such Party shall:

(a) promptly notify the other Party in writing of the matters constituting the Force Majeure and shall keep that Party fully informed of their continuance and of any relevant change of circumstances while such Force Majeure continues; and

(b) take all reasonable steps available to it to minimize its effects on the performance of its obligations under these Terms.

13 Dispute Resolution, Class Action Waiver, Arbitration Agreement

13.1 These Terms and any issues, disputes or claims arising out of or in connection with it (whether contractual or non-contractual in nature) shall be governed by, and construed in accordance with, the laws of the State of New York.

13.2 You may only resolve disputes with us on an individual basis, and you may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Nonetheless, if any portion of this class action waiver is deemed unenforceable or invalid as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The Parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.

13.3 YOU AGREE THAT, EXCEPT FOR DISPUTES THAT QUALIFY FOR STATE COURTS OF LIMITED JURISDICTION (SUCH AS SMALL CLAIMS, JUSTICE OF THE PEACE, MAGISTRATE COURT, AND SIMILAR COURTS WITH MONETARY LIMITS ON THEIR JURISDICTIONS OVER CIVIL DISPUTES), YOU WAIVE THE RIGHT TO A JURY TRIAL OF ANY AND ALL ISSUES AND THAT ANY CONTROVERSY OR CLAIM, WHETHER AT LAW OR EQUITY, ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ORDER, REGARDLESS OF THE DATE OF ACCRUAL OF SUCH DISPUTE, SHALL BE RESOLVED IN ITS ENTIRETY BY INDIVIDUAL (NOT CLASS-WIDE NOR COLLECTIVE) BINDING ARBITRATION. UNDER NO CIRCUMSTANCES WILL YOU BE PERMITTED TO OBTAIN AWARDS FOR ANY LOSSES OR DAMAGES, AND YOU HEREBY WAIVE ALL RIGHTS TO CLAIM PUNITIVE, INCIDENTAL AND CONSEQUENTIAL DAMAGES AND ANY OTHER DAMAGES, OTHER THAN FOR ACTUAL OUT-OF-POCKET EXPENSES, AND WAIVE ANY AND ALL RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED.

13.4 Any arbitration will be determined by a single arbitrator, and all proceedings brought pursuant to this section will take place in the State of New York. The arbitration shall be conducted by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and Consumer Arbitration Rules (the “AAA Rules”), and judgment on the award may be entered in any court of competent jurisdiction. The AAA Rules, including instructions for how to initiate arbitration, are available at http://www.adr.org or by calling the AAA at 1-800-778-7879. The arbitrator shall decide all issues of the case on the basis of the applicable law, not equity. If you initiate arbitration, you must notify us at the address listed above.

13.5 The Parties agree to share equally in the arbitration costs incurred. All issues and questions concerning the construction, validity, interpretation and enforceability of these Terms, or the rights and obligations of the Customer and Rendered in connection with these Terms or the Services, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflicts of law rules and shall be resolved individually, without resort to any form of class action. All disputes or claims arising out of or relating to these Terms and the Services shall be subject to the exclusive jurisdiction of the State of New York to which the Parties irrevocably submit.

13.6 Within the first thirty (30) days of your use of the Services, you have the right to opt out of the arbitration and class action waiver provisions of this Clause 12 by sending us written notice of your decision at the email address set forth in Clause 14.8 (Notices). If you opt out of these provisions, we will also not be bound by them.

14 Publicity

Rendered shall be entitled to identify the Customer as a client of the Services and include its business name, trademark and logo on marketing and promotional materials. In addition and upon request, the Customer shall provide a reference for Rendered in respect of prospective customers of Rendered for the Services.

15 Miscellaneous

15.1 Entire Agreement

(a) These Terms contain the entire agreement between the Parties in relation to its subject matter and supersede any prior arrangement, understanding written or oral agreements between the Parties in relation to such subject matter.

(b) Each Party agrees that the only rights and remedies available to it arising out of or in connection with any warranties, statements, promises or representations will be for breach of contract.

(c) All warranties, limitations on liability conditions, terms and representations not set out in these Terms, whether implied by statute or otherwise, are excluded to the extent permitted by law.

15.2 Severability of provisions

(a) If at any time any part of these Terms is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from these Terms and the validity and/or enforceability of the remaining provisions shall not in any way be affected or impaired as a result of that omission.

(b) If any void or unenforceable part of these Terms would be valid and enforceable if some part of it were deleted, the part shall apply with the minimum modification necessary to make it valid and enforceable.

15.3 Waiver. Our failure to enforce or exercise any provision of the Terms is not a waiver of that provision.

15.4 Non-Assignment. You may not assign or otherwise transfer the Terms or your rights and obligations under the Terms, in whole or in part, without our written consent, and any such attempt will be void. We may assign or transfer our rights under the Terms to a third party without your consent.

15.5 No Third-Party Beneficiary. A person who is not a Party to these Terms has no rights to enforce any provision of these Terms.

15.6 Limited Relationship. Nothing in these Terms, and no action taken by the Parties pursuant thereto creates, or is deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the Parties.

15.7 Language. The English version of the Terms will be the version used when interpreting or construing the Terms.

15.8 Notices

(a) Any notices you send regarding these Terms or relating to the Services must be in writing and delivered by email to jon@rendermedia.ai.

(b) Notices shall be served to the addresses set out above or to such other email address and/or address as the relevant Party may give notice to the other Party for the purpose of service of notices pursuant to these Terms. The deemed time of delivery of notice by email shall be 9:00am recipient’s time on the first Business Day after sending and proof of service of email dispatched in a legible and complete form to the correct email address without any error message.

15.9 DMCA. We respect the intellectual property rights of others, and we expect our users to do the same. We will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”).
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