XEROFOCUS Terms of Use Agreement

Introduction

Please read this Terms of Use Agreement (the "Terms" or this "Agreement") carefully. XEROFOCUS INC, a California corporation with its principal place of business in La Jolla, San Diego, California, United States ("Company," "we," "us," or "XEROFOCUS"), operates the official website at www.xerofocus.com and its subdomains and affiliated sites (including xerofocus-ai.com, collectively, the "Site").

These Terms govern your use of the Company's services (the "Services"), including without limitation: the Site, the AI video generation platform, Agent Mode (agent-driven workflows), dedicated Cloud Workstations, the asset library, hosted services, software applications, API access, and related technical support.

By clicking "I Agree" (or a button of similar meaning), completing the registration process, paying for the Services, or otherwise accessing or using the Services, you represent and warrant that: (1) you have read, understood, and agree to be bound by these Terms; (2) you meet the age requirements set out in Section 3.2 and have the legal capacity to enter into a binding contract with the Company; and (3) you are acting in your individual capacity, or you are duly authorized to execute these Terms on behalf of a legal entity and to bind that entity to these Terms.

"You" or "User" means the individual or legal entity (as applicable) designated as the user at registration, together with its respective heirs, assigns, and successors. If you use the Services on behalf of an entity, your acceptance of these Terms is deemed the acceptance of that entity, and "you" refers to that entity and its directors, officers, employees, and agents.

IF YOU DO NOT AGREE TO ANY PART OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

The Company's Privacy Policy, Acceptable Use Policy ("AUP"), Service Level Agreement ("SLA," applicable to ENTERPRISE plans only), Automatic Renewal Service Agreement, and any supplemental terms presented to you during the ordering process (collectively, "Supplemental Terms") form an integral part of this Agreement. In the event of any inconsistency between these Terms and the Supplemental Terms, the Supplemental Terms control with respect to the specific Service concerned.

Changes to these Terms. The Company may modify these Terms at any time in its discretion. When we do, we will post the revised version on the Site and update the "Last Updated" date above. For material changes — including without limitation changes that substantively affect your rights or obligations, fee changes, or any expansion of the scope of the training authorization — we will provide at least thirty (30) days' advance notice before the change takes effect, by in-product notice, email, or other reasonable means. If you do not agree to a change, you must stop using the Services and cancel your subscription before the change takes effect. Your continued use of the Services after the effective date constitutes acceptance of the change.

Section 01Definitions

Unless otherwise defined elsewhere in these Terms, the following terms have the meanings set out below.

1.1 "Input" means any content you submit to the Services, including without limitation text prompts, negative prompts, reference images, reference video, audio, voice samples, 3D assets, caption text, style settings, parameter configurations, fine-tuning datasets, and any file you upload to a Cloud Workstation.

1.2 "Output" means the content generated by the Services from your Input by means of artificial intelligence models and returned to you, including without limitation video, images, audio, speech, captions, scripts, storyboards, metadata, and intermediate artifacts.

1.3 "Your Content" means Input and Output collectively, together with any other content you create, store, transmit, or make available to other users through the Services.

1.4 "Credits" means the internal accounting unit used by the platform to meter compute and model-invocation consumption. Credits are not currency, not a stored-value or prepaid instrument, and not virtual property. They are not redeemable for cash, not transferable, and not tradable between users. See Section 11.

1.5 "Cloud Workstation" means an isolated cloud compute instance allocated to you (including GPU/CPU compute, memory, storage, and network resources) and the software environment running on it.

1.6 "Free User" means a registered user who has not subscribed to a paid plan, including users operating on free allowances, trial Credits, or free-tier features.

1.7 "Paid User" means a user who has paid in full for a STARTER, PRO, MAX, or ENTERPRISE subscription (or a valid Credit add-on pack) and whose subscription is in effect.

1.8 "Third-Party Model Provider" means any third party whose models, algorithms, or APIs the Company integrates or invokes in order to provide the Services.

1.9 "Synthetic Media" means audio, video, or image content generated or materially edited by artificial intelligence that could reasonably be mistaken for authentic, including content commonly referred to as "deepfakes."

Section 02The Services and License Grant

2.1 Nature of the Services. The Services are a cloud-based AI video creation platform and agent workstation. The Company orchestrates one or more artificial intelligence models — including the Company's own models and models operated by Third-Party Model Providers — to enable generation, editing, rendering, and delivery from prompt to finished video. The Services are software and compute services (SaaS/PaaS). They are not a content production or creative agency service, and the Company makes no commitment as to the creative quality, commercial performance, or client acceptance of any Output.

2.2 License to Use the Services. Subject to your compliance with this Agreement, timely payment of all fees, and any usage limits described during the ordering process, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your own personal purposes or internal business purposes.

2.3 API License. If you purchase API access, you may, subject to this Agreement and the API Documentation, integrate the functionality of the Services into your own applications, products, or services ("Your Application"). You must ensure that: (a) end users of Your Application are bound by an enforceable end-user agreement that protects the Company no less than this Agreement does (particularly as to scope and restrictions of authorization, intellectual property ownership, prohibited uses, and limitation of liability); (b) you are responsible for all Input and Output generated by end users through Your Application to the same extent as for your own use; and (c) except as separately agreed in writing, you may not resell, distribute, or white-label the Company's raw compute or model-invocation capacity.

2.4 Restrictions. Except as expressly permitted in this Agreement, you may not: (a) license, sell, rent, lease, transfer, distribute, host, or otherwise commercially exploit the Services themselves; (b) modify, translate, adapt, merge, disassemble, decompile, or reverse engineer any part of the Services (except where such restriction is expressly prohibited by applicable law); (c) use any spider, robot, crawler, scraper, or other automated means to access the Services or extract data; (d) remove, obscure, or alter any copyright notice, watermark, content credential, or other proprietary marking contained in the Services; or (e) circumvent, disable, or otherwise interfere with any security feature, access control, rate limit, or metering mechanism of the Services.

2.5 Changes and Updates. You understand that the Services are continuously evolving. The Company may add to, modify, suspend, or discontinue any feature, model, or component of the Services in its discretion. Where a material change would substantially diminish core functionality, we will provide reasonable advance notice. You may be required from time to time to accept software updates or to update third-party software in order to continue using the Services.

2.6 Beta Features. The Company may from time to time make available features, models, or tools designated "beta," "preview," "experimental," or similar. Such features are provided for experimental purposes only, WITHOUT WARRANTY OF ANY KIND, may be unstable, may change or be withdrawn at any time, and may not be covered by any service level commitment. Sections 15 through 17 apply in full to such features.

Section 03Registration, Age Requirements, and Account Security

3.1 Registration. Certain features of the Services require a registered account. When you register, you agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the "Registration Data"); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You may not register using a false identity, or on behalf of anyone other than yourself or an entity you are authorized to represent.

3.2 Age Requirements. You represent and warrant that you are at least eighteen (18) years of age, or that you have reached the age of legal capacity to enter into a binding contract in your jurisdiction.

(a) A minor who is at least thirteen (13) but under eighteen (18) years of age may use the Services only if a parent or legal guardian has read and agreed to these Terms and supervises such use throughout, and then only for personal, non-commercial purposes and without engaging in any paid transaction.

(b) The Services are not directed to children under thirteen (13) years of age. The Company does not knowingly collect personal information from children under thirteen. If we become aware of such an account, we will terminate it and delete the associated data.

(c) Users in mainland China: use of the Services by minors must additionally comply with the PRC Law on the Protection of Minors and the Interim Measures for the Administration of Generative Artificial Intelligence Services, including guardian consent and anti-addiction arrangements.

(d) If you provide untrue, inaccurate, or incomplete age information, or if the Company has reasonable grounds to suspect you do not meet the age requirements, the Company may suspend or terminate your account and refuse any current or future use of the Services, without refund.

3.3 Account Security. Your account, password, and API keys are for your use only and must be kept secure. You — not the Company — are responsible for all activity occurring under your account, including activity through your API keys. You agree to: (a) notify the Company immediately of any unauthorized use of your account, password, or API keys, or any other breach of security; and (b) not share, lend, rent, or sell your account or API keys to any third party.

3.4 One Account per User. Except in team or enterprise arrangements authorized by the Company in writing, you may not hold more than one account on the same platform at the same time. Creating multiple accounts, using virtual phone numbers or disposable email addresses, abusing referral rewards, or otherwise repeatedly obtaining free allowances or trial Credits constitutes a material breach of this Agreement. The Company may cancel all associated accounts and zero out their Credit balances without refund.

3.5 Enterprise Domain Accounts. If you create an account using an email address owned by an organization (for example, your work email), that account may be added to the organization's enterprise account with the Company, in which case we will notify you so that you can assist with the transfer (unless your organization has already notified you that it may monitor and control the account).

3.6 No Ownership of Account. You acknowledge and agree that you have no ownership or other property interest in the account itself or in API keys, and that all right in and to accounts and API keys is and will remain vested in the Company. This provision does not affect your rights in Output under Section 5.

Section 04Responsibility for Content

4.1 You Are Responsible for Your Content. You — not the Company — are solely responsible for all content uploaded, posted, transmitted, or otherwise made available through the Services by you, your registered users, or end users of Your Application. You represent and warrant that you hold and will continue to hold all rights, licenses, authorizations, and consents necessary to submit Input and to use Output as contemplated in Section 5, including without limitation all copyrights, trademark rights, rights of publicity, name rights, voice rights, performers' rights, and lawful bases for processing personal information in respect of reference images, reference video, audio samples, personal likenesses and voices, brand marks, typefaces, and music.

4.2 No Obligation to Pre-Screen. You acknowledge that the Company has no general obligation to pre-screen content, but reserves the right in its discretion to review, refuse to generate, filter, or remove any content (see Section 9). By entering into this Agreement you consent to such monitoring and review. Except as provided in the Privacy Policy, you should have no absolute expectation of privacy in the transmission of Your Content.

4.3 No Storage Commitment. Except where the Company has expressly committed otherwise in writing (for example, a storage SLA under an ENTERPRISE plan), the Company has no obligation to store any content for you indefinitely. The Services are not a backup, archival, or storage hosting service. Please download and retain your important assets and finished works. Retention periods are set out in Section 14.

Section 05Intellectual Property and Ownership of AI-Generated Content

5.1 Ownership of Input

You retain all right, title, and interest you already hold in your Input. The Company claims no ownership of your Input. As between you and the Company, Input (and any intellectual property rights you own in it) belongs to you.

So that the Company can operate and provide the Services, you grant the Company a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license (sublicensable only to Third-Party Model Providers, cloud infrastructure providers, CDNs, and other subcontractors necessary to provide the Services) to host, store, reproduce, transmit, cache, transcode, parse, and display your Input, and to submit it to the applicable artificial intelligence models for processing, strictly for the purposes of: (a) providing, maintaining, and supporting the Services for you; (b) content safety review under Section 9; and (c) compliance with legal obligations. This license terminates upon your deletion of the relevant Input or termination of your account, following a reasonable technical purge period not exceeding the retention periods in Section 14, except for residual copies on backup media and records we are required by law to retain.

Any authorization to use Input for model training is governed separately by Section 6 and is not included in the license granted in this Section.

5.2 Ownership of Output

As between you and the Company, and subject to your full compliance with this Agreement (including payment in full of all applicable fees):

(a) The Company claims no ownership of Output. The Company hereby assigns to you whatever right, title, and interest it may hold in Output, if any, to the maximum extent permitted by applicable law.

(b) You acknowledge that in the United States and many other jurisdictions, content generated entirely by artificial intelligence without sufficient human authorship may not be protected by copyright, and accordingly there may be no copyright to assign. The assignment in this Section operates only to the extent assignable rights exist. The Company makes no representation or warranty that you will be able to claim or register copyright in any Output, or that you will be able to prevent others from using identical or similar content.

(c) Non-Uniqueness of Output. Because of the nature of artificial intelligence, other users may submit identical or similar Input and receive identical or similar Output. The Company does not warrant that Output will be unique, original, or free from resemblance to the output of others, and accepts no liability arising from such resemblance.

5.3 Tiered Commercial License

Your rights to use Output depend on your account tier at the moment the Output is generated:

(a) Free Users — Personal, Non-Commercial License. Output generated using free allowances, trial Credits, or free-tier features is licensed to you on a personal, non-commercial, non-transferable, non-sublicensable basis. You may use it for personal enjoyment, learning, non-commercial portfolio display, and social media sharing (retaining the Service's watermark and content credentials), but you may not: (i) use it for any purpose that directly or indirectly generates revenue, including advertising, marketing, client deliverables, paid content, affiliate promotion, or brand partnerships; (ii) sell, license, or distribute the Output; or (iii) use it in the operations of any commercial entity.

(b) Paid Users — Commercial License. During the term of your paid subscription, Output generated using paid allowances, subscription Credits, or add-on pack Credits carries a worldwide, perpetual, transferable commercial license, including the rights to reproduce, modify, create derivative works from, distribute, publicly perform, publicly display, publicly transmit, commercially exploit, and sublicense the Output — including in advertising, promotional films, film and television assets, social media content, client deliverables, and merchandising.

(c) Survival of the Commercial License. Rights acquired under Section 5.3(b) continue to apply to already-generated Output after your subscription expires, is downgraded, or is terminated, and are not revoked by such events. This does not apply, and the license terminates automatically, where: (i) your Services are terminated for breach of this Agreement (particularly Section 8); (ii) you have requested and received a refund for, or initiated a chargeback in respect of, the applicable subscription period or Credit pack; or (iii) the applicable fees have not in fact been settled.

(d) Tier Fixed at Time of Generation; Retroactive Licensing. The license tier of an Output is fixed at the moment it is generated. Output generated while you were a Free User does not automatically acquire commercial rights if you later upgrade to a paid plan. This is subject to two exceptions: (i) where XEROFOCUS expressly grants commercial rights to specific Output in writing; and (ii) where you acquire commercial rights to specific Output through a retroactive licensing feature, paid re-generation feature, or comparable product mechanism that XEROFOCUS makes available. Where either exception applies, the commercial license in Section 5.3(b) attaches to the affected Output on payment of the applicable fee, and Section 5.3(c) applies to it from that time. Absent such a mechanism, you must regenerate the content while on a paid plan in order to commercialize it.

(e) Attribution and Marking. Free Users may not remove the XEROFOCUS watermark from Output. Paid Users receive watermark-free Output and have no attribution obligation, though we welcome a "Generated with XEROFOCUS" credit. Regardless of tier, no user may remove, alter, or falsify the AI-generation markings or content provenance metadata (C2PA / Content Credentials) embedded under Section 9.3.

(f) ENTERPRISE Plans. Output rights, exclusivity arrangements, data isolation, and training exclusions for ENTERPRISE users are governed by a separately executed Enterprise Service Agreement, which controls over this Section to the extent of any inconsistency.

5.4 Conditions Precedent to the Output License

All rights and licenses under Sections 5.2 and 5.3 are conditioned on your full compliance with this Agreement. If you breach Section 8 (Prohibited Uses), all rights granted to you in respect of the affected Output terminate automatically and retroactively as of the time of the violation, and you must immediately cease use and remove the affected content from all channels.

5.5 Platform Showcase License (Opt-Out Available)

Unless you opt out in your account settings, you grant the Company a non-exclusive, royalty-free, worldwide license to display, reproduce, and distribute Output that you have published to public areas of the Services in the Company's gallery, official website, social media accounts, promotional materials, and product demonstrations, and to identify you by your username. This license applies only to content you have affirmatively set to "public" and does not apply to content marked private. You may opt out at any time under Account Settings → Privacy & Showcase; we will cease new uses within thirty (30) days of your opt-out, though materials already deployed may continue through their natural lifecycle.

5.6 Usernames and Credit

By submitting content to any forum, comment area, or other public area of the Services, you permit the Company to identify you as a contributor by your username (which may be a pseudonym) in publications relating to that content.

5.7 Feedback

Any ideas, suggestions, feature requests, or improvement proposals you submit to the Company ("Feedback") are not confidential. You grant the Company a fully paid-up, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, fully sublicensable right and license to use, reproduce, modify, create derivative works from, and commercially exploit such Feedback in any manner, without any obligation or compensation to you. You represent and warrant that you hold all rights necessary to submit such Feedback.

Section 06Model Training Authorization and Opt-Out

6.1 Default Rules by Account Tier.

(a) Free Users — Training Authorized by Default. If you are a Free User, you grant the Company a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable, and irrevocable (as to training already completed prior to withdrawal) right and license to use your Input and Output for model training, fine-tuning, evaluation, labeling, classification, content-safety modeling, and the development and improvement of the Company's artificial intelligence models, algorithms, and related technologies, products, and services. If you do not accept this authorization, you may: (i) switch training off directly, if you are located in a jurisdiction identified in Section 6.2(b); (ii) upgrade to any paid plan and configure your setting under Section 6.2; or (iii) delete your account.

(b) Paid Users (STARTER / PRO / MAX) — Not Used for Training by Default. Except as provided in Section 6.3, the Company does not by default use Paid Users' Input or Output to train or improve its artificial intelligence models. If you wish to contribute data voluntarily (which may, in some programs, earn Credit rewards or early feature access), you may opt in under Account Settings → Data & Training.

(c) ENTERPRISE Users — Not Used for Training. The Company does not use ENTERPRISE users' Input or Output for model training, and provides data isolation and processing commitments as set out in the Enterprise Service Agreement.

6.2 Opt-Out Mechanism.

(a) Paid Users may review and change their training authorization status at any time under Account Settings → Data & Training.

(b) Free Users located in the European Economic Area, the United Kingdom, Switzerland, or mainland China may switch training off directly under Account Settings → Data & Training, without upgrading and without any reduction in the free allowances otherwise available to them. We provide this because consent to model training is not necessary to deliver the generation service, and the applicable law of those jurisdictions requires that consent be freely given and that access to a service not be conditioned on consent that is not necessary to provide it.

(c) Free Users located elsewhere may opt out by upgrading to any paid plan or by deleting their account. In those jurisdictions, the training authorization in Section 6.1(a) is a condition of the free tier.

(d) Opt-out operates prospectively: from the date you complete the opt-out, the Company will not add newly created Input or Output to its training datasets. However, the Company cannot remove the influence of previously incorporated data from model weights that have already been trained. Please take this into account before granting authorization. We will, where reasonably practicable, remove from pending training pools any data collected before your opt-out that has not yet been used.

6.3 Necessary Processing Unrelated to Training. Regardless of your training authorization setting, the Company at all times may process your Input and Output for the following purposes, which do not constitute "training" for purposes of this Section:

(a) providing, operating, maintaining, and troubleshooting the Services (including submitting Input to the relevant model to execute your generation task);

(b) content safety review, violation detection, and abuse prevention under Section 9 (including training and improving content safety classifiers, provided that such classifiers are used solely for safety purposes and not to improve generative capability);

(c) metering, billing, and fraud prevention;

(d) statistical analysis and service quality evaluation performed on data that has been sufficiently anonymized and aggregated such that the results cannot be re-identified to you or Your Content;

(e) compliance with laws and regulations, court orders, or governmental requests; and

(f) diagnosing and resolving issues you have reported through a support ticket or bug report.

6.4 Special Rules for Facial, Voice, and Biometric Data. Under no circumstances will the Company use facial images of identifiable individuals, voice samples, or other biometric characteristics that you upload to train general-purpose face generation, face swap, or voice cloning models. Such material is used solely to execute the specific generation task you have requested and is deleted within the period set out in Section 14.3. If you use voice cloning or digital-persona customization features, the resulting voiceprint or persona model is available exclusively to your account and will not be made available to other users or used for any other purpose.

6.5 Third-Party Model Providers' Training Policies. Please note that when a generation task you select is executed by a Third-Party Model Provider, your Input and Output are transmitted to that third party for processing. That third party's use of the data — including whether it uses the data to train its own models — is governed by that third party's terms and is not fully within the Company's control. The Company will use commercially reasonable efforts to enter into agreements with Third-Party Model Providers restricting the use of user data for training, and to label the data-handling characteristics of each model in the model selection interface. See Section 7.

6.6 Record of Express Consent. You understand that this Section constitutes the Company's express disclosure to you regarding model training, and that your acceptance of this Agreement together with your elections in account settings constitutes your express authorization for such processing. The Company will maintain a record of changes to your authorization status.

Section 07Third-Party Models and Services

7.1 Multi-Model Orchestration. The Services use a multi-model orchestration architecture. To complete your generation task, the Company may invoke one or more models or APIs operated by Third-Party Model Providers, either automatically or according to your selection. The Company may add, substitute, or discontinue support for any third-party model in its discretion and without notice; discontinuation does not affect Output already generated.

7.2 Data Transfer. You understand and agree that, in order to execute generation tasks, your Input (and possibly intermediate Output) will be transmitted to the servers of the relevant Third-Party Model Provider, which may be located in the United States, mainland China, or other countries or regions. Your acceptance of this Agreement constitutes your consent to such cross-border transfers.

7.3 Third-Party Terms. Your use of third-party models invoked through the Services may also be subject to that third party's terms of service, acceptable use policy, and content policy. You are responsible for understanding and complying with those terms. If a third party's terms impose restrictions on commercial use of a category of Output that are stricter than this Agreement, the stricter restriction controls.

7.4 No Liability. The Company does not control the technical performance, availability, data handling practices, or content policies of Third-Party Model Providers. The Company is not responsible for the acts or omissions of Third-Party Model Providers, including service interruptions, model deprecation, changes in generation quality, price changes, or data incidents.

7.5 Third-Party Links and Integrations. The Services may contain links to or integrations with third-party websites or services (such as payment channels, cloud storage, or social distribution platforms). Such third parties are governed by their own terms, and you access and use them at your own risk.

7.6 Optional Publishing Integrations (YouTube and Other Platforms). The Services let you optionally connect third-party accounts (such as YouTube, TikTok, or other distribution platforms) so that you can publish videos you created on XEROFOCUS to your own accounts on those platforms. A connection is only established when you affirmatively initiate it, and each publish action is triggered by you. Your use of each connected platform remains subject to that platform's own terms and policies, and you — not the Company — are responsible for the content you publish there.

YouTube. XEROFOCUS uses YouTube API Services. By connecting your YouTube account, you additionally agree to be bound by the YouTube Terms of Service, and Google's handling of your data is described in the Google Privacy Policy. We request only the permission needed to upload videos you choose to your own channel (the youtube.upload scope) and your basic profile name; we do not read, store, or share any other YouTube account data. OAuth tokens are stored securely on our servers and used solely to perform uploads you request. You may revoke XEROFOCUS's access at any time using the Disconnect control in the app, or from your Google account security settings at myaccount.google.com/permissions. XEROFOCUS's use and transfer of information received from Google APIs adheres to the Google API Services User Data Policy, including its Limited Use requirements.

Section 08Prohibited Uses and Compliance

8.1 General Prohibitions

As a condition of using the Services, you agree not to use them for any purpose prohibited by this Agreement or by applicable law. You may not (and may not permit, assist, or induce any third party to):

(a) infringe any patent, trademark, trade secret, copyright, right of publicity, name right, voice right, privacy right, or any other right of any person or entity;

(b) engage in conduct or provide content that is unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, invasive of privacy, obscene, or profane;

(c) engage in unauthorized access, spam, mass unsolicited messaging, or unsolicited advertising;

(d) conduct contests, sweepstakes, or pyramid schemes without the Company's prior written consent;

(e) impersonate any person or entity, including any employee or representative of the Company;

(f) interfere or attempt to interfere with the proper operation of the Services or of any third-party service;

(g) use the Services (including Output), directly or indirectly, to create, train, develop, or improve any artificial intelligence model, product, or service that is the same as, similar to, or competitive with the Services; or

(h) engage in any conduct intended to circumvent the restrictions in this Agreement, including circumventing content moderation (jailbreak prompts, decomposing a prohibited task into steps, encoding or obfuscation), circumventing watermarks, circumventing geographic restrictions, or circumventing metering and billing.

8.2 Prohibited Content

You may not use the Services to generate, upload, edit, store, or distribute:

(a) Content Involving Minors — Zero Tolerance. Any sexualized, revealing, suggestive, or exploitative content involving minors is strictly prohibited (in photorealistic, animated, stylized, or any other form), as is any content that may constitute child sexual abuse material (CSAM). Uploading images of children for generation, editing, or face-swapping is strictly prohibited. Accounts violating this subsection will be permanently terminated immediately, and the relevant content and account information will be reported to the U.S. National Center for Missing & Exploited Children (NCMEC) and other competent law enforcement authorities as required by law. This subsection carries no warning and no appeal grace period.

(b) Unauthorized Face Cloning and Face Swapping. You may not upload, generate, or edit the facial likeness of any identifiable real person — including face swaps, digital avatars, AI body doubles, or resurrection of deceased persons — without demonstrable, express, written authorization. This restriction applies equally to public figures (politicians, executives, entertainers, athletes, and others) and is not waived by reason of their public status.

(c) Unauthorized Voice Cloning. You may not upload another person's voice samples or generate or imitate the voice, accent, intonation, or signature expressions of any identifiable real person — including dubbing, singing, or synthesized call audio — without demonstrable, express, written authorization.

(d) Deceptive Synthetic Media (Deepfakes). You may not generate or distribute Synthetic Media intended or reasonably likely to cause the public to believe it is authentic, including without limitation: fabricated news reports or footage of breaking events; fabricated statements by political figures, campaign material, or election-related content; fabricated corporate executive statements, earnings announcements, or product announcements; fabricated law enforcement, military, judicial, or governmental announcements; fabricated celebrity endorsements; and material used for identity verification fraud, KYC circumvention, or telecom and online fraud (including "AI face-swap video call" schemes).

(e) Adult Content and Sexual Violence. You may not generate pornography, sexually explicit conduct, or sexual exploitation content, or any non-consensual intimate imagery (NCII, commonly known as "revenge porn"). You may not place the likeness of a real person in a sexualized context.

(f) Violence, Terrorism, and Extremism. You may not generate gore, cruelty, or realistic depictions of violence; propaganda, recruitment material, glorification, or operational guidance for terrorism or violent extremism; or content promoting racism, hate speech, or the degradation or dehumanization of protected groups.

(g) Instructional Content for Dangerous Activities. You may not generate audiovisual instructional content for the manufacture of weapons (including firearms, explosives, and biological, chemical, radiological, or nuclear weapons), the synthesis of controlled substances or narcotics, or the execution of cyberattacks. You may not generate content that encourages suicide, self-harm, disordered eating, or other self-injurious behavior.

(h) Infringing Content. You may not upload or generate content that infringes another party's copyright, trademark, or trade dress, including unauthorized use of copyrighted film or television footage, music, scores, typefaces, character designs, brand marks, or trade dress. You may not imitate the recognizable distinctive style of a living artist or creator for the purpose of circumventing licensing and then claim the result as your own work.

(i) Misleading Professional Content. You may not generate false medical, health, pharmaceutical, financial, investment, or legal advice content, or content that impersonates a professional body or regulatory authority.

(j) Other Unlawful Content. You may not generate any other content that violates the law of your jurisdiction or of the Company's jurisdiction, including gambling promotion, illegal drug trade, human trafficking, illegal weapons trade, or malware-related content.

8.3 Rights of Publicity, Voice Rights, and Proof of Authorization

(a) Authorization Warranty. If your Input or Output involves the likeness, voice, or personal characteristics of any identifiable real person (including anyone other than yourself), you represent and warrant that you have obtained that person's (or their legal guardian's or rights successor's) express, informed, written authorization, and that such authorization covers AI generation, modification, and all of your intended uses (including commercial use).

(b) Duty to Substantiate. The Company may at any time require you to provide written evidence of such authorization within seven (7) calendar days. If you fail to do so, the Company may remove the relevant content, suspend the relevant features, or terminate your account, in each case without refund.

(c) Use of Your Own Likeness. If you upload your own likeness or voice for generation, you are deemed to have authorized the Company to process that information for the purpose of executing that generation task. Processing of the associated biometric information is governed by Section 6.4 and the Privacy Policy.

(d) Deceased Persons. You may not generate the likeness or voice of a deceased individual without authorization from that individual's rights successors.

8.4 Abuse of Compute and Resources

Cloud Workstations and all compute resources provided through the Services may be used only for AI video creation on the Company's platform and directly related workflows. You may not (and may not permit any third party to) use the Company's compute, storage, network, or compute instances for:

(a) Cryptocurrency Activity. Mining (including CPU/GPU mining and hashrate contribution under any consensus mechanism), operating blockchain nodes or validator nodes, staking or validation services, token minting, or any form of distributed compute rental, compute crowdsourcing, or compute resale.

(b) Network Attacks and Malicious Activity. Launching or participating in DDoS/DoS attacks, port scanning, vulnerability scanning, penetration testing (without the Company's written authorization), brute-force attacks, credential stuffing, or man-in-the-middle attacks; hosting, compiling, distributing, or testing malware, ransomware, viruses, trojans, or botnet command-and-control infrastructure; or hosting phishing sites, scam pages, or credential harvesting pages.

(c) Automated Abuse and Engagement Farming. Running any form of automated bot for social platform view/follower/like/comment inflation, e-commerce order faking, ticket scalping, click fraud, vote manipulation, or artificial traffic generation; or mass automated generation of low-quality content for bulk distribution (content farming).

(d) Proxying and Anonymization. Using an instance as a VPN exit, proxy server, Tor relay or exit node, SOCKS/HTTP proxy, or any other form of network traffic relay or anonymization service.

(e) Unauthorized General-Purpose Computing. Using a Cloud Workstation for general computing tasks unrelated to AI video creation, including training third-party machine learning models unrelated to the Services, large-scale scientific computing, password cracking, database hosting, website hosting, game server hosting, or file distribution and torrent seeding.

(f) Quota Circumvention and Resale. Circumventing quotas, rate limits, or billing through multiple accounts, script rotation, account sharing, or account rental or sale; or selling, renting, or otherwise opening your account credentials, API keys, or workstation access to third parties (other than team seats and reseller arrangements authorized by the Company in writing).

(g) Excessive or Anomalous Consumption. Imposing a disproportionate load on the Company's or a third party's infrastructure through abnormal concurrency, infinite-loop tasks, malicious queue flooding, or similar means. The Company reserves the right to apply rate limiting, task downgrading, or temporary freezing in response to anomalous usage patterns.

(h) Consequences of Abuse. Upon confirmation of a violation, the Company may immediately and without prior notice terminate the relevant compute instances, freeze the account, and zero out remaining Credits without refund, and reserves the right to recover from you the resulting compute costs, third-party claims, infrastructure damage, and reputational harm. Cryptocurrency mining and network attacks will additionally be reported to the relevant cloud providers and law enforcement authorities.

8.5 Compliance Undertakings

You further agree to: (a) comply with all AI-related laws applicable to you, including without limitation the transparency requirements for synthetic content under the EU Artificial Intelligence Act, the labeling and filing requirements under the PRC Interim Measures for the Administration of Generative Artificial Intelligence Services and the Provisions on the Administration of Deep Synthesis of Internet Information Services, and U.S. state legislation on election-related synthetic media and digital replicas; (b) apply conspicuous disclosures as required by local law when publishing Synthetic Media to the public; and (c) comply with any additional disclosure and review requirements applicable to regulated industries (financial services, healthcare, legal, and education) when using Output in those contexts.

Section 09Content Moderation, AI Labeling, and Enforcement

9.1 Moderation Measures. The Company applies a combination of automated tooling and human review to Input and Output. The Company may: (a) refuse to execute generation requests that trigger safety policies; (b) route suspicious content to human review; (c) remove, block, or restrict access to violating content; and (d) impose feature restrictions, suspension, or termination on accounts. You understand that automated detection may produce false positives, and you may appeal through the channel in Section 25.

9.2 Right to Investigate. If the Company becomes aware that you may be in breach of this Agreement, it reserves the right to investigate, including by reviewing relevant content and account activity logs. If an investigation indicates what the Company believes to be criminal activity, the Company reserves the right to refer the matter to, and cooperate with, all applicable law enforcement authorities. Except where prohibited by applicable law, the Company may disclose any information or material (including Your Content) in order to: (i) comply with applicable law, legal process, or governmental request; (ii) enforce this Agreement; (iii) respond to claims that Your Content infringes third-party rights; (iv) respond to your customer service requests; or (v) protect the rights, property, or personal safety of the Company, its users, or the public where the Company considers it necessary or appropriate.

9.3 AI Labeling and Content Credentials. To meet global synthetic content transparency requirements, the Services embed in Output: (a) content provenance and authenticity metadata conforming to the C2PA standard; (b) an invisible digital watermark; and (c) for Free Users, an additional visible watermark. You may not remove, alter, falsify, or circumvent any of these markings. If you strip such markings using third-party tools before publication, you bear all resulting legal liability, and doing so constitutes a material breach of this Agreement.

9.4 Repeat Infringer Policy. The Company maintains a policy of terminating the accounts of users who repeatedly infringe the copyrights, rights of publicity, or other rights of others. See Section 20.

Section 10Cloud Workstations and Compute Resources

10.1 Resource Allocation. Depending on your plan, the Company allocates to you an isolated cloud compute instance of a specified configuration, together with storage quota and concurrent task allowance. Specifications are as published on the Site's Pricing Page and product documentation, and the Company may adjust them within reasonable limits based on infrastructure conditions.

10.2 Use Requirements. Cloud Workstation use must strictly comply with Section 8.4. You are responsible for all software installed and run on your instance and for its licensing compliance. You may not run commercial software on an instance without a valid license.

10.3 Idle Suspension and Termination. For the purposes of this Section, an instance is "idle" when it has no generation job running or queued and no interactive session activity. An instance is not idle while a job you have submitted is executing or waiting in the queue, and the Company will not suspend or terminate an instance in that state.

(a) Suspension after thirty (30) minutes. An instance that has been idle for thirty (30) minutes is automatically suspended (stopped). Suspension is non-destructive: the workspace volume and all data on it are preserved, and you may resume the instance at any time. Because suspension is routine and reversible, it occurs without advance notice.

(b) Termination after seven (7) days. An instance that has been idle for seven (7) consecutive days is terminated and its workspace volume is deleted. Termination is destructive and irreversible. The Company will give you at least seventy-two (72) hours' advance notice by in-product message and email before terminating an instance, so that you can resume it or export your data.

(c) What survives termination. Images and videos you have saved to Assets are stored separately from the instance and are not affected by termination; they remain subject to the retention rules in Section 14.2. Everything else on the instance is permanently deleted, including uploaded source material that you have not saved to Assets, project and working files, intermediate renders, installed software, and environment configuration. Save anything you want to keep to Assets, or download it, before your instance is terminated.

(d) Default instance. The instance allocated to you automatically on registration (your "default instance") is subject to paragraph (a) but not to paragraph (b): it is suspended when idle, and is not terminated for idleness. The default instance remains subject to release on closure or termination of your account under Section 19.5, and the Company may change this arrangement on thirty (30) days' notice to you.

(e) Additional instances. Any instance you create beyond the default instance is subject to paragraphs (a) through (c).

10.4 Snapshots and Backup. Unless your plan expressly includes automatic backup, the Company does not provide backup services for workstation data. Data backup is your responsibility.

10.5 Allocation of Security Responsibility. The Company is responsible for the security of the underlying infrastructure (host machines, virtualization layer, network isolation). You are responsible for configuration security at and above the guest operating system layer, for access credential management, and for data security. If your instance is compromised due to your misconfiguration (such as exposing insecure ports or using weak passwords) and is used for purposes prohibited by Section 8.4, you remain responsible for the resulting consequences.

Section 11Fees, Credits, and Subscriptions

11.1 Plans. The Services are currently offered in four subscription tiers — STARTER, PRO, MAX, and ENTERPRISE — together with separately purchasable Credit add-on packs. Pricing, included Credits, feature entitlements, concurrency allowances, and storage quotas for each tier are as published on the Pricing Page at the time of purchase. Annual plans may carry a discount as published on the Pricing Page.

11.2 Nature and Consumption of Credits. Credits meter model invocation and compute consumption. Credit pricing varies by model, resolution, duration, quality setting, and feature; the estimated consumption displayed in the interface before generation applies. Credits are not currency or a prepaid instrument, are not redeemable for cash, are not transferable, are not tradable between users, and do not constitute a debt claim against the Company. Credits are deemed consumed at the moment they are deducted.

11.3 Credit Rollover. Unless updated on the Pricing Page, unused Credits roll over as follows:

Rolled-over Credits are forfeited on downgrade, subscription termination, or account closure (other than add-on pack Credits, which remain valid while the account exists). Credits are consumed in the following order: current-cycle subscription Credits → rolled-over Credits (earliest expiring first) → add-on pack Credits.

11.4 Failed Generations and Credit Refunds. If a generation task fails and produces no usable result due to a cause on the Company's side (system error, model service failure, task timeout, or rendering pipeline fault), the Company will automatically refund the Credits deducted for that task. Credits will not be refunded where: (a) the task was refused or interrupted because it triggered content safety policies; (b) the result was technically successful but does not meet your subjective expectations, aesthetic preferences, or creative requirements; (c) the failure resulted from quality problems, format errors, or rights defects in the Input material you provided; or (d) you voluntarily cancelled a task that had entered the rendering stage. If you believe Credits should have been refunded and were not, you may submit a support ticket within seven (7) days of task completion.

11.5 Payment Methods. You must provide a valid payment method accepted by the Company (including without limitation Visa, MasterCard, and American Express credit cards, Alipay, WeChat Pay, or corporate bank transfer / purchase order). Your agreement with your payment provider governs your use of that payment instrument, and you should refer to that agreement — not this Agreement — to determine your rights and responsibilities. By providing payment information, you authorize the Company to charge that payment method for all amounts due as they become due, without further notice or consent. You must promptly update your billing address and payment information if they change.

11.6 Taxes. Unless otherwise stated, quoted prices are exclusive of tax. You are responsible for all applicable taxes arising from your purchase of the Services (VAT, sales tax, consumption tax, withholding tax, and similar). Where required by law, the Company will collect and remit taxes.

11.7 Price Changes. The Company reserves the right to adjust prices, Credit pricing, and billing methods at any time. A price increase does not affect the subscription period you have already paid for and takes effect from your next renewal cycle, subject to the notice requirements in Section 12.3. Changes to Credit pricing take effect for new generation tasks from the date of announcement.

11.8 Late Payment. If payment fails or amounts become overdue, the Company may suspend your access to the Services and suspend running Cloud Workstation instances, and may charge interest at the highest rate permitted by applicable law together with reasonable collection costs.

11.9 Chargebacks. If you initiate a chargeback or payment dispute in respect of Services actually consumed, the Company may immediately suspend or terminate your account, zero out your Credit balance, and revoke the commercial license to the corresponding Output under Section 5.3(c). Please contact us through the channel in Section 25 before initiating a chargeback; the great majority of disputes can be resolved by agreement.

Section 12Automatic Renewal and Cancellation

12.1 Automatic Renewal. If you purchase a subscription, it will automatically renew at the end of the initial term for successive terms of the same length, charged to your payment method at the Company's then-current price, until you cancel or this Agreement is terminated. You expressly authorize the Company to charge your payment method at the start of each renewal term (or, where the payment channel's rules so require, within a reasonable period before the renewal date).

12.2 Renewal Reminders. The Company will send you a reminder at least five (5) days before each automatic renewal charge, by email or in-product message (and, where supported, through the payment channel), setting out the renewal amount, the charge date, and how to cancel.

12.3 Notice of Price and Term Changes. If the renewal price is higher than that of the preceding term, or if subscription entitlements are materially reduced, the Company will notify you at least thirty (30) days before the change takes effect. You may cancel during that period to avoid renewal at the new price.

12.4 How to Cancel. You may cancel your subscription at any time, without giving a reason and without needing manual approval from customer service, by any of the following methods:

(a) log in and go to Settings → Plans & Billing and select "Cancel Subscription";

(b) if you signed up through Alipay, cancel the deduction authorization for XEROFOCUS under Alipay App → Me → Settings → Payment Settings → Password-Free Payment / Auto Deduction;

(c) if you signed up through WeChat Pay, cancel under WeChat → Me → Services → Wallet → Payment Settings → Deduction Services;

(d) if you subscribed through the Apple App Store or Google Play, cancel in that platform's subscription management page.

12.5 Effect of Cancellation. After cancellation, you may continue to use the subscribed Services until the end of the current subscription term; the subscription will not renew thereafter, and subscription Credits are handled under Section 11.3. Except as provided in Section 13 or as required by applicable law, cancellation does not give rise to a pro-rata refund. Please note that if you cancel less than 24 hours before a charge date, that charge may already be irrevocably in process; that term's fee is non-refundable, but the subscription will stop renewing after that term.

12.6 Downgrades. If you downgrade to a lower tier, you retain the entitlements of your current higher tier until the end of the current subscription term, and the downgrade takes effect from the next term. A downgrade may restrict access to stored data in excess of the new tier's quota; please export in advance.

12.7 California Automatic Renewal Law Compliance. The Company is a California corporation and complies with the California Automatic Renewal Law (Cal. Bus. & Prof. Code § 17600 et seq.), including by: presenting the automatic renewal terms, renewal period, and cancellation method clearly and conspicuously before you agree to be charged; sending you an acknowledgment containing that information after you subscribe; and providing an easy-to-use online cancellation mechanism (Section 12.4). California residents retain all rights conferred by that statute, and nothing in this Agreement shall be construed to diminish those rights.

12.8 Trials and Promotions. The Company may from time to time offer free trials, discounts, or promotional subscriptions. Unless the promotional terms state otherwise, each user (identified as a natural person, not by account count) may receive only one trial or promotional entitlement, which may not be combined with other offers. At the end of a trial, if you have not cancelled before the trial ends, the subscription will automatically convert to paid and be charged at the standard price. After a promotional period ends, the subscription renews automatically at the then-current standard price. The Company does not offer price protection or refunds of the difference when prices are reduced or new promotions are launched.

Section 13Refund Policy

13.1 General Rule. Except as expressly provided in this Section or as required by applicable law, fees are non-refundable once paid, and you are not entitled to a refund or Credit compensation for the remainder of a subscription term.

13.2 First Subscription Cooling-Off Period. As a commercial accommodation beyond our legal obligations, a user subscribing to the Services for the first time may request a refund within seven (7) calendar days of payment and will receive a full refund of that subscription fee, provided that no more than 10% of the Credits included in that term have been consumed. This cooling-off policy may be used once per user.

13.3 Circumstances Not Giving Rise to a Refund. The following do not constitute grounds for a refund:

(a) Output was technically delivered successfully but does not meet your subjective aesthetic preferences, creative expectations, or client acceptance criteria (the unpredictability of AI generation is an inherent characteristic of the Services, not a defect);

(b) Credits have been consumed (including Credits consumed on results you ultimately chose not to use);

(c) your Services were terminated for breach of this Agreement;

(d) you no longer need the Services for personal reasons, forgot to cancel a subscription, or did not fully use your purchased allowance;

(e) usage difficulties caused by your local network, device, or browser;

(f) a Third-Party Model Provider changed capabilities, deprecated a model, or changed its policies;

(g) subscription fees outside the cooling-off period in Section 13.2.

13.4 Service Failure Compensation. If, due to a cause attributable to the Company, the Services are unavailable for a cumulative total exceeding twenty-four (24) hours in a calendar month (excluding scheduled maintenance, force majeure, and third-party failures under Section 16.3), you may request Credit compensation prorated to the period of unavailability. Remedies for ENTERPRISE users are governed by the SLA.

13.5 Add-On Pack Refunds. An unconsumed Credit add-on pack may be refunded in full within fourteen (14) days of purchase. Partially consumed packs are non-refundable.

13.6 Effect of a Refund. If you receive a refund: (a) the corresponding subscription terminates immediately; (b) the corresponding Credits are zeroed out immediately; and (c) under Section 5.3(c), the commercial license to Output generated with those Credits terminates automatically, and you must cease using and take down the affected content.

13.7 Refund Method. Refunds are generally returned by the original payment route, with processing times determined by the payment channel (typically 5–15 business days). If the original route is unavailable (for example, the authorization is declined or the card has been cancelled), the Company reserves the right to refund by other reasonable means (such as wire transfer or platform Credits).

13.8 Discretion. The Company reserves the right to grant refunds or Credit compensation in its discretion on a case-by-case basis. Granting one does not create a commitment or practice as to future cases.

Section 14Data Storage, Retention, and Deletion

14.1 Storage Quota. Storage capacity included in each plan is as published on the Pricing Page. Once your quota is exceeded, the Company may refuse new writes or charge for excess storage.

14.2 Content Retention. Unless you delete it, Your Content is retained while your account remains active. After account termination or subscription expiry: (a) Paid User data is retained for thirty (30) days; (b) Free User data is retained for fourteen (14) days. After the retention period, the Company may delete the data permanently and has no obligation to restore it. Please complete any data export within the retention period.

14.3 Minimum Retention for Sensitive Material. Uploaded material containing biometric characteristics such as facial images or voice samples is automatically deleted within thirty (30) days of completion of the generation task (other than material you have affirmatively saved to your asset library).

14.4 Your Deletion Rights. You may delete Your Content within the Services at any time. Deletion requests are executed against production systems within a reasonable technical period (normally not more than thirty days); copies on backup media are purged in the ordinary backup rotation. Content published to public areas of the Services, and content already incorporated into existing promotional materials under Section 5.5, may not be fully retractable.

14.5 Legal Holds. Notwithstanding the foregoing, the Company may retain data to the extent and for the period necessary to comply with legal obligations, resolve disputes, enforce this Agreement, or conduct security investigations.

14.6 Data Portability. You may obtain your assets and Output through the in-product export function. ENTERPRISE users may request assistance with structured data export.

Section 15Disclaimers

15.1 AS-IS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND ALL OUTPUT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. THE COMPANY AND ITS AFFILIATES, SUPPLIERS, LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (COLLECTIVELY, THE "COMPANY PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AND UNINTERRUPTED USE.

15.2 AI Hallucination and Unpredictability. You specifically understand and accept that AI generation technology is inherently stochastic and unpredictable. The Company Parties do not warrant, represent, or undertake that:

(a) Output will meet your requirements, correspond to your prompt, achieve your desired quality, or produce any particular commercial result;

(b) identical or similar Input will produce identical or consistent Output;

(c) Output will be free from factual errors, logical contradictions, temporal or spatial inconsistencies, anatomical anomalies, garbled text, violations of physical laws, or other phenomena commonly described as "AI hallucination";

(d) Output will be unique or original, or will not resemble the output of other users;

(e) Output will not infringe any third party's copyright, trademark, right of publicity, patent, or other rights. Given the scale and complexity of training data, the Company cannot guarantee the absence of substantial similarity between Output and pre-existing works. It is your responsibility to conduct any necessary rights clearance and legal assessment before using Output for any purpose, particularly a commercial one.

(f) Output may lawfully be used in every jurisdiction, on every platform, or in every commercial context in which you intend to use it; or

(g) Output is eligible for copyright registration or any intellectual property protection (see Section 5.2(b)).

15.3 No IP Indemnity. Except where the Company has separately committed otherwise in writing in an Enterprise Service Agreement, the Company does not provide intellectual property infringement indemnification for Output. If a third party asserts claims against you arising from your use of Output, you are responsible for the defense and any resulting liability.

15.4 No Responsibility for Third Parties. The Company Parties are not responsible for the acts or omissions of any third party (including Third-Party Model Providers, payment channels, cloud providers, and external website operators), and the risk of harm from such third parties rests entirely with you.

15.5 No Responsibility for Other Users. You are solely responsible for all communications and interactions with other users of the Services and for your use of content provided by other users. The Company does not verify the truth of users' representations and makes no endorsement, warranty, or representation as to user content.

15.6 No Oral Warranties. No oral or written advice, information, or explanation obtained from the Company or through the Services (including support communications, tutorials, sample works, or results shown in marketing materials) creates any warranty not expressly made in this Agreement. Generation results shown in marketing materials and sample works are selected examples and are not representative of typical results.

15.7 Jurisdictional Variation. Some jurisdictions do not allow the exclusion of certain implied warranties. If those laws apply to you, some of the exclusions above may not apply, and you may have additional statutory rights.

Section 16Service Availability, Compute Latency, and Interruption

16.1 No Availability Commitment (Non-ENTERPRISE). FOR STARTER, PRO, AND MAX PLANS AND FOR FREE USERS, THE COMPANY PROVIDES NO SERVICE LEVEL COMMITMENT (SLA) AND DOES NOT WARRANT THAT THE SERVICES WILL BE CONTINUOUS, TIMELY, SECURE, OR ERROR-FREE. Only ENTERPRISE users may claim remedies under a separately executed SLA, and the Service Credits provided under that SLA are your sole and exclusive remedy for failure to meet service levels.

16.2 GPU Compute and Queuing. You understand that the Services depend on high-performance GPU compute, which is a globally scarce resource. The Company is not liable for render queuing, generation latency, task timeouts, concurrency limits, task downgrading, or temporary refusal of service arising from:

(a) overall platform load peaks or traffic surges;

(b) insufficient GPU instance supply, regional capacity exhaustion, or price volatility at cloud providers;

(c) rate limits, quota exhaustion, queue backlogs, or service degradation at Third-Party Model Providers;

(d) the inherent generation time of the model you selected; or

(e) fair-use scheduling and prioritization policies implemented by the Company to protect overall service quality (paid tiers receive higher priority).

16.3 Scheduled Maintenance. The Company may perform scheduled maintenance for system upgrades, security patching, and infrastructure migration. We will use reasonable efforts to schedule maintenance during off-peak periods and will provide at least twenty-four (24) hours' advance notice by in-product message or email. Emergency security patching may be performed immediately without prior notice. Unavailability during scheduled or emergency maintenance is excluded from any availability calculation and does not constitute a breach.

16.4 Handling of Interruptions. In the event of an unplanned interruption, the Company will use commercially reasonable efforts to restore service as quickly as possible. Credits for generation tasks that failed during the interruption will be refunded under Section 11.4. Credit refunds are your principal remedy for service interruption.

16.5 Force Majeure. The Company is not liable for delay or failure to perform caused by events beyond its reasonable control, including without limitation natural disasters, fire, flood, earthquake, epidemic or public health events, war, terrorism, riot, strike, power outage, regional network failure, submarine cable damage, governmental action, changes in law, export controls or sanctions, material failure or discontinuation of service by a cloud provider or Third-Party Model Provider, and large-scale cyberattack.

16.6 Discontinuation. The Company may discontinue all or part of the Services in its discretion. In the event of permanent discontinuation of all Services, the Company will provide at least thirty (30) days' notice and will refund, on a pro-rata basis, subscription fees paid for unused subscription periods together with amounts corresponding to unconsumed add-on pack Credits.

Section 17Limitation of Liability

17.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO COMPANY PARTY SHALL BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA, OR CONTENT; ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; ANY COSTS ARISING FROM INTERRUPTION OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR ANY LOSSES ARISING FROM CLIENT ATTRITION, BREACH OF CONTRACT, OR REPUTATIONAL HARM — regardless of the theory of liability (contract, tort, negligence, strict liability, warranty, or otherwise) and regardless of whether the Company Party has been advised of the possibility of such damages. These exclusions apply to damages arising from: (a) use of or inability to use the Services; (b) the content, quality, or consequences of use of any Output; (c) unauthorized access to, loss of, or alteration of your data; (d) the statements or conduct of any third party on the Services; or (e) any other matter relating to the Services.

17.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY PARTIES TO YOU UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES YOU ACTUALLY PAID TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

17.3 Exceptions. The limitations in Sections 17.1 and 17.2 do not apply to liability of a Company Party arising from: (i) willful misconduct or gross negligence; (ii) fraud or fraudulent misrepresentation; (iii) death or personal injury caused by negligence; or (iv) any other liability that applicable law does not permit to be limited or excluded.

17.4 Jurisdictional Variation. Some jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions and limitations may not apply, and you may have additional rights.

17.5 Basis of the Bargain. You acknowledge that the allocation of risk in this Section is a fundamental element of the bargain between you and the Company, and that the pricing of the Services would be materially different without these limitations.

Section 18Indemnification

18.1 Indemnity. You agree to indemnify and hold harmless the Company Parties from and against any third-party claims, losses, costs, liabilities, and expenses (including reasonable attorneys' fees and investigation costs) arising out of or relating to:

(a) your Input, Output, or Your Application;

(b) your use of or inability to use the Services;

(c) your breach of this Agreement (particularly Section 8, Prohibited Uses);

(d) your infringement, misappropriation, or violation of the rights of any other party, including copyright, trademark, rights of publicity, voice rights, privacy rights, and personal information rights;

(e) your violation of any applicable law, regulation, or industry standard, including synthetic media disclosure and labeling obligations; and

(f) any false advertising, consumer protection, election law, or defamation claim arising from your use of Output.

18.2 Control of Defense. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate fully. You may not settle any claim involving a Company Party without the Company's prior written consent.

18.3 Survival. This Section survives termination of your account, of this Agreement, and of your access to the Services.

Section 19Term and Termination

19.1 Term. This Agreement takes effect on the earlier of: (a) the date you accept it; or (b) the date you first use the Services, and remains in full force while you use the Services unless terminated earlier in accordance with this Agreement.

19.2 Termination by You. You may terminate this Agreement at any time by cancelling your subscription and requesting account closure under Settings → Account. Post-closure data handling is set out in Section 14.2.

19.3 Termination by the Company. The Company may suspend or terminate your access to all or part of the Services where: (a) you breach any provision of this Agreement; (b) your payment fails or amounts are overdue; (c) required by law, or where provision of the Services becomes unlawful in your jurisdiction; or (d) the Company reasonably determines that your conduct poses a security, legal, or reputational risk to other users, third parties, or the Company.

19.4 Notice and Immediate Termination. For curable ordinary breaches, the Company will where reasonably practicable give notice and an opportunity to cure. The Company may terminate immediately and without prior notice in the case of: content violations involving minors (Section 8.2(a)); compute abuse (Section 8.4); network attacks; fraud or chargebacks; and any conduct that may expose the Company to immediate legal liability.

19.5 Effect of Termination. Upon termination: (a) your right to use the Services ceases immediately; (b) Credit balances are zeroed out without refund (except as provided in Section 13); (c) Your Content is handled under Section 14.2; (d) where termination is for breach, the commercial license to Output terminates under Section 5.3(c); and (e) provisions that by their nature should survive (including Sections 5, 6, 8, 15, 16, 17, 18, 23, and 24) continue in effect.

19.6 No Re-Registration. If you are terminated for breach of this Agreement, you may not re-register or access the Services under a different username, email address, or other means. If you do, the Company may terminate again immediately without notice, and you have no right to a refund of any related fees.

Section 20Rights Complaints and Notice-and-Takedown

20.1 Copyright Complaints (DMCA). The Company follows the U.S. Digital Millennium Copyright Act. If you believe your work has been reproduced or posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with: (a) an electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work you claim has been infringed; (c) a description of where the allegedly infringing material is located on the Services (such as a URL or work ID); (d) your address, telephone number, and email address; (e) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf.

Copyright Agent: contact@xerofocus.com (please mark the subject line "DMCA Notice"); mailing address: XEROFOCUS INC, Attn: Copyright Agent, 4225 Executive Square, Suite 600, La Jolla, CA 92037, USA.

20.2 Counter-Notice. If Your Content was removed pursuant to an infringement notice and you believe in good faith that the removal was a mistake, you may submit a counter-notice meeting the requirements of 17 U.S.C. § 512(g).

20.3 Rights of Publicity, Voice, and Deepfake Complaints. If you believe content on the Services uses your likeness, voice, or identity without authorization, please submit a complaint to contact@xerofocus.com (subject line "Right of Publicity Complaint"), stating: (a) your identity and contact details; (b) the location of the content; (c) evidence of your relationship to the likeness or voice used; and (d) a statement that you did not authorize the use. For urgent complaints involving non-consensual intimate imagery (NCII) or minors, we will prioritize review and endeavor to respond within twenty-four (24) hours.

20.4 Repeat Infringers. The Company maintains a policy of terminating the accounts of users determined to be repeat infringers.

Section 21Privacy

Your provision of personal information, and the Company's collection, use, storage, sharing, and cross-border transfer of personal information, are governed by the Company's Privacy Policy, which forms an integral part of this Agreement. Please note that the Services involve cross-border data transfers (including between mainland China and the United States); the applicable arrangements, legal bases, and means of exercising your rights are set out in the Privacy Policy. If you are located in the European Economic Area, the United Kingdom, California, or another jurisdiction conferring specific data subject rights, you may exercise those rights as described in the Privacy Policy.

Section 22International Users, Export Control, and Sanctions

22.1 Place of Provision. The Services are controlled and provided by the Company from facilities in the United States. The Company makes no representation that the Services are appropriate or available in other locations. Those who access or use the Services from other countries do so on their own initiative and are responsible for compliance with local law.

22.2 Export Control. The Services and related technology may be subject to the U.S. Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and other applicable export control laws. You represent and warrant that: (a) you are not located in any country subject to a comprehensive U.S. embargo, and are not subject to the jurisdiction of any country designated by the U.S. government as supporting terrorism; (b) you are not listed on the U.S. Treasury Department's Specially Designated Nationals (SDN) List, the U.S. Commerce Department's Entity List or Denied Persons List, or any other applicable sanctions or restricted party list; and (c) you will not use the Services or Output for any prohibited end use, including the development of nuclear, chemical, or biological weapons or missile technology.

22.3 Notice for Users in Mainland China. If you are located in mainland China, you must also comply with the Cybersecurity Law, the Data Security Law, the Personal Information Protection Law, the Interim Measures for the Administration of Generative Artificial Intelligence Services, the Provisions on the Administration of Deep Synthesis of Internet Information Services, and related regulations — including conspicuously labeling generated content, refraining from generating information prohibited by law, and refraining from using the Services to endanger national security or the public interest. You understand that certain models or features may be unavailable in particular regions for compliance reasons.

22.4 Sanctions Screening. The Company reserves the right to screen users against sanctions lists and to terminate immediately, without refund, any account determined to be in breach of this Section.

Section 23Dispute Resolution

23.1 Scope. You agree that any dispute between you and any Company Party relating in any way to the Services or this Agreement shall be resolved by binding individual arbitration rather than in court, except: (1) where eligible, either party may bring an individual claim in small claims court, provided the matter stays in that court and proceeds on an individual and not a class basis; and (2) either party may seek equitable relief in court for infringement or misuse of intellectual property (trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This arbitration agreement survives the expiration or termination of this Agreement.

23.2 Informal Dispute Resolution. Before initiating arbitration (or a small claims action), the parties shall first attempt in good faith to resolve the dispute informally. The initiating party must send a written notice stating its name, contact details, the email address associated with the account, and a description of the dispute; notices to the Company shall be sent to contact@xerofocus.com (subject line "Legal Notice"). The parties shall hold an individualized informal dispute resolution conference by telephone or video within forty-five (45) days of the other party's receipt of the notice. This conference is a condition precedent to arbitration; statutes of limitation and filing fee deadlines are tolled during this process.

23.3 Arbitration Rules and Forum. This Agreement evidences a transaction involving interstate commerce, and the U.S. Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this arbitration agreement. If the informal process does not resolve the dispute within sixty (60) days of delivery of the notice, either party may commence arbitration. Arbitration shall be administered by JAMS under its rules then in effect: claims and counterclaims of less than US$250,000 (excluding attorneys' fees and interest) are governed by the JAMS Streamlined Arbitration Rules and Procedures; all others by the JAMS Comprehensive Arbitration Rules and Procedures. Unless the parties agree otherwise, the arbitration shall take place in the county where you reside; if you do not reside in the United States, the arbitration shall take place in San Diego County, California.

23.4 Authority of the Arbitrator. The arbitrator has authority to resolve all disputes subject to this Section, except that the following shall be decided only by a court of competent jurisdiction: (1) disputes arising from or relating to the validity, legality, or breach of Section 23.6 (Waiver of Class and Non-Individualized Relief); (2) disputes over payment of arbitration fees; (3) disputes over whether a party has satisfied any condition precedent to arbitration; and (4) disputes over which version of this arbitration agreement applies. The arbitrator's award is final and binding and may be enforced in any court of competent jurisdiction.

23.5 Jury Trial Waiver. Except as provided in Section 23.1, you and the Company Parties hereby waive any constitutional or statutory right to sue in court and to a trial before a judge or jury.

23.6 Waiver of Class and Non-Individualized Relief. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. The arbitrator may award relief only to that individual claimant. If a court determines, in a manner not subject to further appeal, that this subsection is wholly unenforceable as to a particular claim, then that claim (and only that claim) shall be severed from the arbitration and litigated in the state or federal courts located in San Diego County, California.

23.7 Fees and Costs. Each party shall bear its own attorneys' fees and costs in arbitration, except where the arbitrator determines under Federal Rule of Civil Procedure 11(b) that a claim was frivolous or brought for an improper purpose.

23.8 Mass Arbitration. If, within a thirty (30) day period, twenty-five (25) or more substantially similar individual claims are submitted with the assistance of the same or coordinated counsel, the claims shall be batched and administered under the JAMS Mass Arbitration Procedures then in effect. Nothing in this subsection shall be construed as consent to a class action.

23.9 Thirty (30) Day Right to Opt Out. YOU HAVE THE RIGHT TO OPT OUT OF THIS ARBITRATION AGREEMENT (SECTION 23). To opt out, you must send written notice within thirty (30) calendar days of first accepting this Agreement, by either: (a) email to contact@xerofocus.com with the subject line "Arbitration Opt-Out"; or (b) reputable courier to XEROFOCUS INC, Attn: Legal, 4225 Executive Square, Suite 600, La Jolla, CA 92037, USA. The notice must include your name, address, account email address, and a clear statement of your intent to opt out. Opting out affects only Section 23; the remainder of this Agreement continues to apply, and opting out does not affect any other agreement between you and the Company.

23.10 Severability and Limitations Period. If any part of Section 23 is held unenforceable, that part shall be severed and the remainder shall continue in effect (Section 23.6 being governed by its own terms). You agree to commence arbitration within the limitations period prescribed by applicable law, failing which the claim is permanently barred.

Section 24General Provisions

24.1 Electronic Communications. You consent to receive notices, agreements, disclosures, and other communications from the Company electronically (by email, in-product message, or website posting), and agree that such electronic communications satisfy any legal requirement that a communication be "in writing." This does not affect your statutory rights under the U.S. E-SIGN Act. You are responsible for keeping your registered email address current and deliverable.

24.2 Assignment. You may not assign this Agreement or any rights or obligations under it without the Company's prior written consent; any attempted assignment is void. The Company may freely assign this Agreement in connection with a merger, acquisition, sale of assets, or corporate reorganization.

24.3 Notices. Notices to you are deemed delivered when sent to your registered email address. Formal legal notices to the Company shall be sent to: XEROFOCUS INC, Attn: Legal, 4225 Executive Square, Suite 600, La Jolla, CA 92037, USA, with a copy to contact@xerofocus.com.

24.4 Waiver. The Company's failure or delay in exercising any right under this Agreement is not a waiver of that right, and a single waiver does not waive any subsequent instance of the same kind.

24.5 Severability. If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified or severed so as to give effect to the parties' intent to the greatest extent permitted, and the remaining provisions shall continue in full force.

24.6 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

24.7 Exclusive Venue. To the extent this Agreement permits recourse to the courts, the parties agree that the state and federal courts located in San Diego County, California shall have sole and exclusive jurisdiction, and waive any objection to jurisdiction or forum non conveniens in those courts.

24.8 Language. This Agreement is provided in English and Chinese. The English version is the governing text and controls in the event of any ambiguity or inconsistency, except that where the mandatory law of your jurisdiction requires a consumer contract to be governed by a version in the local language, the Chinese version controls as between you and the Company to the extent of that requirement. This exception applies in particular to users resident in mainland China in any proceeding before a mainland Chinese court or regulatory authority. Both versions are made available to you before you accept this Agreement, and the Company maintains them so that they are substantively equivalent.

24.9 California Consumer Notice. Under California Civil Code § 1789.3, California users may file complaints with the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

24.10 Entire Agreement. This Agreement (together with the Privacy Policy, Acceptable Use Policy, Automatic Renewal Service Agreement, and any applicable Supplemental Terms or Enterprise Service Agreement) constitutes the entire and final agreement between you and the Company with respect to the Services and supersedes all prior oral or written agreements, representations, and understandings on the same subject.

24.11 Independent Parties. This Agreement does not create any partnership, joint venture, employment, agency, or franchise relationship between the parties.

24.12 Order of Precedence. In the event of conflict, the following order of precedence applies: (1) an executed Enterprise Service Agreement; (2) Supplemental Terms applicable to a specific Service; (3) these Terms; (4) the Acceptable Use Policy and other policies referenced herein; (5) product documentation and the Pricing Page.

24.13 No Third-Party Beneficiaries. Except for the Company Parties identified in Sections 15, 17, and 18, this Agreement confers no rights or remedies on any person other than you and the Company.

24.14 Survival. Sections 1, 5, 6, 8, 11.2, 13, 14.5, 15, 16.5, 17, 18, 19.5, 19.6, 21, 22, 23, and 24, together with any other provision that by its nature should survive, survive termination or expiration of this Agreement.

24.15 U.S. Government End Users. The Services are "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 12.212. U.S. Government end users acquire only those rights set out in this Agreement, consistent with 48 C.F.R. §§ 12.212 and 227.7202.

24.16 Publicity. Neither party may use the other's name, logo, or trademarks in publicity or marketing without prior written consent, except that the Company may identify you as a customer in a customer list, subject to your written objection at any time. This provision is separate from, and does not limit, the showcase license in Section 5.5.

24.17 Headings. Section headings are for convenience only and do not affect interpretation.

Section 25Contact Us

Our single contact address is contact@xerofocus.com. To help us route your message and respond within any committed timeframe, please mark your subject line with the identifier shown below:

Acknowledgment

BY CLICKING "I AGREE," COMPLETING REGISTRATION, PAYING FOR THE SERVICES, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT, INCLUDING THE DISCLAIMERS IN SECTION 15, THE LIMITATION OF LIABILITY IN SECTION 17, AND THE BINDING ARBITRATION AND CLASS ACTION WAIVER IN SECTION 23.

Appendix AOutput Rights Comparison

This table is a summary provided for convenience only. It does not alter, expand, or limit Sections 5 and 6. In the event of inconsistency, the body of the Agreement controls.

Appendix BProhibited Conduct

The quick-reference summary of prohibited conduct lives in the Acceptable Use Policy, written in plain language and maintained alongside enforcement practice. Section 8 of this Agreement remains the binding statement of what is prohibited; the Acceptable Use Policy summarizes it and has no independent effect.

RecordVersion History

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XEROFOCUS INC, 4225 Executive Square, Suite 600, La Jolla, CA 92037, USA　·　www.xerofocus.com　·　contact@xerofocus.com