This Subscription Agreement (this “Agreement”) is an agreement between Loti AI Inc., a Delaware corporation with its principal place of business located at 8 The Green St STE R, Dover, Delaware 19901 (“Provider”) and you or the entity you represent (“Subscriber”) and contains the terms and conditions that govern Subscriber’s access to and use of the Services. As of the date that you click the “I Accept” button or check box presented with this Agreement (“Effective Date”), this Agreement becomes effective and Subscriber consents to be bound by this Agreement. 

You represent that you are of legal age and legal capacity to enter into this Agreement. If you are entering into this Agreement on behalf of an entity, such as your employer, you represent to Provider that you have legal authority to bind that entity.

1. Subscription Grant; Authorized Third Parties
   
   1. Access and Use. Subject to the terms and conditions of this Agreement, Provider will make the Services available for access and use by Authorized Users during the Subscription Term solely for Subscriber’s and Designated Subscriber Associates’ internal business purposes.  All access and use of the Services must be in accordance with the Documentation and any limitations designated in the applicable Order Form.
   2. Designated Subscriber Associates.  Subscriber may designate certain family members or business associates of Subscriber who are permitted to use the Services under Subscriber’s subscription for their own benefit (each, a “Designated Subscriber Associate”). Such designation will be done in accordance with Provider’s instructions. 
   3. Authorized Users.  Each Authorized User must have their own unique access credentials to access the Services (“Access Credentials”). Authorized Users may not share Access Credentials. Subscriber is responsible for the acts and omissions of each Authorized User and everyone who accesses the Services using Access Credentials, including for any violation of the obligations or restrictions set forth in this Agreement by such individuals.
   4. Restrictions. Subscriber will not, and will ensure that Authorized Users do not: (a) lease, distribute, license, sell or otherwise commercially exploit the Services or make the Services available to a third party other than as expressly permitted in this Agreement; (b) use the Services to provide services to third parties; (c) access or attempt to access any of Provider’s systems, programs or data that are not made available for public use, or attempt to bypass any of the Services’ security and traffic management systems; (d) use the Services for benchmarking or for developing  products or services competitive with the Services; or (e) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, object code or underlying ideas, structure, know-how, algorithms, weights, parameters, architectures, file formats or programming or interoperability interfaces relevant to the Services or the Documentation.
   5. Third Party Services; Audiovisual Samples.
      
      1. The Services may enable interaction between the Services and certain products and services (e.g., OpenAI’s Sora video generation model) (“Third Party Services”) that are made available by third parties (e.g., OpenAI) (“Authorized Third Parties”). Third Party Services may includes services that generate audiovisual material (“Resulting Material”) based on samples submitted by or on behalf of Subscriber to the Services (“Audiovisual Samples”). Upon Subscriber’s instruction through the Services, Provider may provide Audiovisual Samples to an Authorized Third Party in order for the Third Party Services to generate Resulting Material. For example, an Authorized User may instruct the Services to provide Audiovisual Samples to a third party video generation model provider in order for the video generation model to generate video content based on Audiovisual Samples.
      2. The Services may also enable Subscriber to permit other users of the Services (“Subscriber Contacts”) to instruct Provider to provide Audiovisual Samples to an Authorized Third Party in order for the Third Party Services to generate Resulting Material based on the Audiovisual Samples (“Subscriber Contact Authorization”). For example, if permitted by Subscriber, a Subscriber Contact may instruct Provider to provide the Audiovisual Samples, together with Subscriber Contact’s audiovisual samples, to a third party video generation model provider in order for the video generation model to generate video content based on the Audiovisual Samples and Subscriber Contact’s audiovisual samples. 
      3. Subscriber shall ensure that all Audiovisual Samples, as well as any Resulting Material that are hosted by the Services on Subscriber’s behalf (“Hosted Resulting Materials”), meet the requirements set forth in Provider’s acceptable use policy [insert link]. In addition to any remedies that Provider may have at law or in equity, if Provider determines, in its sole discretion, that Subscriber’s Audiovisual Samples or Hosted Resulting Materials violated or are likely to violate the acceptable use policy, Provider may take any action it deems necessary to mitigate or prevent the violation, including without limitation, banning Subscriber from using the Services and/or the immediate removal of the applicable Audiovisual Sample or Resulting Material at any time without notice. Subscriber represents and warrants it has the right to provide the Audiovisual Samples to Provider and for Audiovisual Samples to be provided to an Authorized Third Party for use in connection with the applicable Third Party Service (including pursuant to an instruction by a Subscriber Contact), in the manner described in this Section 1.5. If the Audiovisual Samples include audiovisual elements of an individual other than Subscriber, Subscriber represents and warrants it has such individuals’ permission to provide such Audiovisual Samples to Provider for the purposes described herein, or otherwise has the all rights under such individuals’ name, likeness, voice, signature, and publicity rights to do the foregoing.
      4. Provider will not provide  Audiovisual Samples to an Authorized Third Party unless: (a) Subscriber enables the option in the Services that permits the sharing of Audiovisual Samples with Authorized Third Parties for use in connection with Third Party Services; and (b) an instruction for the Audiovisual Samples to be provided to the Authorized Third Party is made using (either by on behalf of Subscriber or, if applicable, a Subscriber Contact), including using the “Sign-in With Loti” functionality or similar functionality made available by the Third Party Service that allows an individual to use Access Credentials to access the Services through the Third Party Services (collectively, “Delivery Instruction”). Subscriber acknowledges that use of Access Credentials to access the Services in the manner described above shall be deemed to be instruction and authorization by Subscriber for Provider to provide the Audiovisual Samples to the Authorized Third Party for use in connection with the Third Party Services.
      5. Upon the occurrence of a Delivery Instruction, Subscriber hereby grants to Provider a non-exclusive, fully paid-up, royalty-free, sublicensable (through multiple tiers), worldwide: 

(a) right and license during the term of this Agreement to:

(1) distribute the Audiovisual Samples to the Authorized Third Party;  

(2) permit the Authorized Third Party to reproduce, modify, create derivative works based upon, display, perform, and otherwise use and process the Audiovisual Samples in connection with the provision of Third Party Service to and on behalf of Subscriber or a Subscriber Contact, as applicable; and 

(3) permit Provider to store, display, perform, and distribute the Resulting Material as instructed by or on behalf Subscriber or a Subscriber Contact, as applicable. 

(b) with respect to a Subscriber Contact Authorization, a perpetual and irrevocable right and license to:

(1) distribute, reproduce, modify, create derivative works based upon, display, perform, and otherwise use and process the Audiovisual Samples, and any works based upon Audiovisual Samples, as included in the Resulting Material generated by a Third Party Service by or on behalf of a Subscriber Contact.

The foregoing rights and licenses are granted under Subscriber’s intellectual property rights and any applicable rights of name, likeness, voice, signature, and publicity, including rights of name, likeness, voice, signature, and publicity of all individuals depicted or otherwise included in the Audiovisual Samples. Subscriber may terminate the right and license in Section 1.5.5(a) by choosing the corresponding option in the Services.

6. Notwithstanding the foregoing, Subscriber acknowledges on behalf of itself and all Authorized Users that: (a) Provider does not control or endorse, and is not responsible for, any Third Party Services, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Services, or any intellectual property rights therein; (b) certain Third Party Services may, among other things, be inaccurate, misleading or deceptive; (d) nothing in this Agreement shall be deemed to be a representation or warranty by Provider with respect to any Third Party Services; (d) Provider has no obligation to monitor Third Party Services; and (e) Provider may disable the interaction between the Services any Third Party Services at any time. Third Party Services may be subject to separate terms, and Subscriber and Authorized Users will be transacting directly with the Authorized Third Party with respect to user of the Third Party Services. Provider is not a party to these terms. When using Third Party Services, Subscriber and/or Authorized Users may be bound by these terms in addition to remaining bound by this Agreement. If there is a conflict between the Third Party Service terms and this Agreement, the Third Party Service terms will prevail with respect to the Third Party Services.

6. Trial Subscription.  If Subscriber obtains a trial subscription to the Services (as set forth in the Order Form) (“Trial”), subject to the terms and conditions of this Agreement, Provider will make the Services available to Subscriber for a term that will expire on the earlier of: (a) the end of the trial period set forth in the Order Form; or (b) the start date of any non-trial subscription purchased by Subscriber (the “Trial Period”), solely for Subscriber’s and any Designated Subscriber Associates’ internal trial of the Services in accordance with the Documentation. Notwithstanding the foregoing, Provider may terminate the Trial at any time by providing written notice to Subscriber. In the event of a conflict between this Section and any other portion of this Agreement, this Section will control. Additional terms and conditions governing the Trial may be imposed by Provider, and any such additional terms and conditions will be incorporated into this Agreement by reference upon Provider providing notice thereof to Subscriber. DURING THE TRIAL PERIOD, THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY AND PROVIDER SHALL HAVE NO OBLIGATIONS OF ANY TYPE WITH RESPECT TO THE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE PROVIDER’S AGGREGATE LIABILITY WITH RESPECT TO THE SERVICES WILL NOT EXCEED USD $100.

2. Fees and Payment
   
   1. Fees and Payment. All fees for the Services and applicable payment terms are set forth on the Order Form. If Subscriber fails to make any payment when due, then, in addition to any other remedies that may be available to Provider, Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law.
   2. Taxes. The fees payable under this Agreement do not include any taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (“Taxes”). Except for Taxes assessable against Provider based on Provider’s income, Subscriber is responsible for paying all Taxes associated with Provider’s purchases hereunder. If Provider has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this Section, the appropriate amount will be invoiced to and paid by Subscriber in accordance with Section 2.1, unless Subscriber provides Provider with a valid tax exemption certificate authorized by the appropriate taxing authority.
3. Term and Termination
   
   1. Agreement Term. This Agreement commences on the Effective Date and, unless earlier terminated in accordance with its terms, remains in effect while Subscriber maintains a subscription to the Services under the Order Form.
   2. Subscription Term.  The term of each subscription will be as specified in the applicable Order Form (“Subscription Term”). Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term, unless either party gives the other written notice at least 30 days before the end of the relevant Subscription Term. Except as expressly provided in the applicable Order Form, renewal subscriptions will be at Provider’s then-current rates for the Services.
   3. Termination. Either party may terminate this Agreement if the other party breaches this Agreement and has not cured such breach 30 days after receipt of written notice from the non-defaulting party.  
   4. Suspension.  Provider may suspend Subscriber’s or any Authorized User’s access and use of the Services if: (a) Subscriber fails to make payment in accordance with this Agreement; or (b) Subscriber or an Authorized User violates this Agreement; provided that unless this Agreement is otherwise terminated or expires, Provider will resume Subscriber’s or Authorized User’s access and use of the Services after the applicable payment is made or the violation is cured.
   5. Effects of Termination.  Upon termination or expiration of this Agreement: (a) all rights granted to Subscriber under this Agreement will immediately cease to exist and Subscriber will, and will ensure that all Authorized Users, immediately stop using the Services; and (b) solely if terminated by Subscriber in accordance with Section 3.3, Provider will refund the prorated amount of fees prepaid for the remainder of the Subscription Term. 
   6. Survival.  The following Sections will survive any expiration or termination of this Agreement:  Sections 1.5, 2, 3.5, 3.6, 4, 5, 7.3, 9, and 10.
4. Proprietary Rights
   
   1. Ownership. Provider and its suppliers retain all rights, title, and interest in and to the Services, including all related intellectual property rights. Provider does not grant any rights, express or implied, other than those expressly granted in this Agreement. 
   2. Feedback. Provider may from time to time submit comments, information, questions, data, ideas, descriptions of processes, or other information relating to the Services to Provider (“Feedback”). Provider may use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise.
5. Confidentiality
   
   1. Confidentiality. Each party (“Disclosing Party”) may disclose Confidential Information to the other party (“Receiving Party”) in connection with this Agreement. Provider’s Confidential Information includes the Services. Notwithstanding anything to the contrary in this Agreement, except for any personally identifiable data, Confidential Information does not include information that: (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
   2. Protection and Use of Confidential Information. The Receiving Party will: (a) not use the Confidential Information other than to perform its obligations or exercise its rights under this Agreement; (b) will not disclose the Confidential Information to any third party, except to its contractors or service provider who need to know such Confidential Information in connection with the performance of the Receiving Party’s obligations under this Agreement (provided that the Receiving Party will be responsible for any violation of this Section 5 by such contractors or service providers); and (c) take reasonable measures to prevent the unauthorized disclosure or use of Confidential Information. 
   3. Compelled Access or Disclosure. The Receiving Party may disclose Confidential Information if it is required by applicable law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure.
6. Subscriber Data; Biometric Data
   
   1. Subscriber Data.
      
      1. As between the parties, Subscriber owns the Subscriber Data. Subscriber is responsible for: (a) the legality, appropriateness, and integrity of Subscriber Data; (b) the completeness, reliability, accuracy and quality of Subscriber Data; (c) obtaining and maintaining all necessary licenses and consents (including consents with respect to name, likeness, voice, signature, and publicity) required to use or otherwise exploit Subscriber Data as provided in this Agreement; and (d) the submission of Subscriber Data into the Services. Provider is not responsible for any claims of infringement or violation of any proprietary or other rights (including name, likeness, voice, signature, and publicity rights) or violation of applicable laws arising from Provider’s processing or storage of any Subscriber Data in connection with this Agreement. Subscriber represents and warrants any personal data contained in Subscriber Data has been collected and is maintained in compliance with applicable data protection laws. Subject to the terms of this Agreement, in addition to the rights and licenses granted in Section 1.5, Subscriber hereby grants to Provider a non-exclusive, sublicensable (through multiple tiers), worldwide, fully paid-up, royalty-free right to store, reproduce, modify, create derivative works based upon, display, perform, and otherwise use and process Subscriber Data as contemplated under this Agreement, including to provide the Services.
      2. Each party shall, in connection with the exercise of its rights and the performance of its obligations under the Agreement, comply with all applicable data protection laws.
   2. Biometric Data. Subscriber consents to the collection, storage, use, and processing of Biometric Data in accordance with the Loti Biometric Data Policy located at [insert url] (“Biometric Data Policy”).
7. Representations and Warranties; Disclaimer
   
   1. Mutual Representations and Warranties. Each party represents and warrants that it has validly entered into this Agreement and has the legal power to do so, and that each party will comply with applicable laws in connection with this Agreement.  
   2. Provider Warranties. Provider warrants that it will use commercially reasonable efforts to ensure that the Services will perform in substantial conformity with the Documentation.
   3. Subscriber Representations and Warranties.  Subscriber represents and warrants that Subscriber has sufficient rights in the Subscriber Data to authorize Provider, its affiliates, Provider Personnel, and Authorized Third Parties to store, reproduce, modify, create derivative works of, display, perform, or otherwise use or process Subscriber Data as contemplated in this Agreement.
   4. Disclaimer. Except as otherwise expressly set out in this Agreement, the Services are provided “as is” and Provider disclaims all other representations and warranties, whether express or implied, relating to the Services, including without limitation, any warranties of design, merchantability, satisfactory quality fitness for a particular purpose, title or non-infringement of third party rights, or warranties arising from a course of dealing, course of performance, usage, or trade practice.
8. Indemnity
   
   1. Provider’s Indemnity. Provider will (a) defend Subscriber against any claim, action, demand, suit, or proceeding (“Claim”) made or brought against Subscriber by a third party alleging that the Services infringes the intellectual property rights of such third party, and (b) indemnify Subscriber for any damages finally awarded against Subscriber in connection with any such Claim. Notwithstanding the foregoing, Provider will not be required to defend or indemnify Subscriber to the extent the alleged infringement arises out of: (a) a combination of the Services with any materials or technology not provided by Provider; or (b) use of the Services in a manner inconsistent with this Agreement or any Documentation.
   2. Subscriber’s Indemnity. Subscriber will (a) defend Provider and its affiliates and any of their shareholders, partners, members, directors, officers, employees, service providers, contractors, successors and assigns (each, a “Provider Indemnitee”) against any Claim made or brought against a Provider Indemnitee by a third party arising out of any breach of this Agreement by Subscriber, and (b) indemnify Provider Indemnitees for any damages or losses incurred by Provider Indemnitee (including costs, expenses, losses and reasonable attorney fees) attributable to such Claim. 
   3. Indemnity Procedure. The obligations of each indemnifying party are conditioned upon receiving from the party seeking indemnification: (a) prompt written notice of the claim (but in any event notice in sufficient time for the indemnifying party to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (c) all reasonable necessary cooperation of the indemnified party, at indemnifying party’s expense..
9. Limitation of Liability. To the extent allowed by applicable law and notwithstanding any failure of essential purpose of any limited remedy or limitation of liability: (a) in no event will either party be liable for any damages for loss of profits, loss of business, loss of use or data, inadvertent disclosure of data, or interruption of business, or for any indirect, special, incidental or consequential damages of any kind or other economic loss arising from or relating to this Agreement or the subject hereof, even if such party has been advised of the possibility of such damages, however caused, and (b) notwithstanding anything in this Agreement to the contrary, each party’s entire liability arising from or relating to this Agreement or the subject hereof, under any legal theory (whether in contract, tort, indemnity or otherwise), if any, will not exceed the fees payable during the twelve (12) month period immediately preceding the applicable claim (or for a claim arising before the first anniversary of the Effective Date, the amount paid for the first twelve (12) month period). The foregoing limitation of liability does not apply to any liability of Subscriber arising out of Section 8.2
10. General Provisions
    
    1. Notices. Any notice, request, demand or other communication required or permitted hereunder will be in writing, will reference this Agreement and will be deemed to be properly given: (a) when delivered personally; (b) seven (7) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (c) two (2) business days after deposit with a private industry express courier, with written confirmation of receipt. All notices will be sent to the address set forth on the Order Form and to the notice of the person executing this Agreement (or to such other address as may be designated by a party by giving written notice to the other party pursuant to this Section 10.1).
    2. Non-Assignability. Subscriber will not have the right to assign, transfer, or otherwise delegate its rights, obligations, or interests under this Agreement to any third party, in whole or in part, without the prior written consent of Provider. Any attempted assignment, transfer, or delegation of this Agreement by Subscriber without the Provider’s prior written consent will be null and void. 
    3. Governing Law, Jurisdiction and Venue. This Agreement is to be construed in accordance with and governed by the internal laws of the State of Washington without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties. Each party hereto irrevocably submits to the exclusive jurisdiction and venue of courts in the King County, Washington with respect to any such suit, action, or proceeding.
    4. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the date of this Agreement and which are beyond the reasonable control of such party, such as acts of nature, natural disasters, war, terrorism, strikes, labor disputes, government actions, pandemic or epidemic outbreaks.
    5. Waiver. The waiver by either party of a breach of or a default under any provision of this Agreement will be in writing and will not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor will any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. 
    6. Severability. If the application of any provision of this Agreement to any particular facts or circumstances will be held to be invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, then (a) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement will not in any way be affected or impaired thereby, and (b) such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.
    7. Relationship of the Parties. Nothing contained in this Agreement will be deemed or construed as creating a joint venture, partnership, agency, employment or fiduciary relationship between the parties. Neither party nor its agents have any authority of any kind to bind the other party in any respect whatsoever, and the relationship of the parties is and at all times will continue to be that of independent contractors.
    8. Entire Agreement. This Agreement, the Order Forms, and any exhibits or other documents attached hereto and incorporated herein by reference constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, agreements and communications, whether oral or written, between the parties relating to the subject matter of this Agreement and all past courses of dealing or industry custom. 
11. Definitions
    
    1. “Authorized Users” means any Subscriber employee, contractor or agent who is permitted by Subscriber to use the Services on Subscriber’s behalf, as well as any Designated Subscriber Associates.
    2. “Biometric Data” has the meaning given to it in the Biometric Data Policy.
    3. “Confidential Information” means all non-public, proprietary, and confidential information, whether in tangible or intangible form, disclosed by one party to the other party during the term of this Agreement. Confidential Information may include, but is not limited to, software source code, algorithms, designs, documentation, technical specifications, financial data, business plans, and any other information marked as confidential or reasonably understood to be confidential.
    4. “Documentation” means any manuals, instructions, or other documents or materials that Provider provides or makes available to Subscriber in any form or medium which describe the functionality, components, features, and requirements for the use and operation of the Services.
    5. “Order Form” means the order documentation pursuant to which Subscriber purchases a subscription to the Services.
    6. “Services” means that Provider software services described in the Order Form. 
    7. “Subscriber Data”  means all information, data, and other content that is provided to Provider, its affiliates, Authorized Third-Parties or any of their personnel, by or on behalf of Subscriber or its Authorized Users in connection with this Agreement or the Services, including without limitation Audiovisual Samples.  

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