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Flawless End User License Agreement

END USER LICENSE AGREEMENT (EULA)

These Terms of Use (this “Agreement”) govern your use of the Flawless TrueSync and DeepEditor services, together with any other product or service made available through this website (collectively, the “Service”). The Service is made available to you by Flawless AI Inc. (“Flawless”, “we”, or “us”).  BY USING THE SERVICE, YOU AGREE ON BEHALF OF YOU AND YOUR ORGANIZATION (TOGETHER, “LICENSEE”) TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICE.

If you are accessing or using the Service under a separate written agreement between Licensee and Flawless (an “Enterprise Agreement”), then your use may be subject to additional or different terms. In the event of a conflict between this Agreement and the Enterprise Agreement, the Enterprise Agreement shall control.  If you are accessing or using the Service under a separate written agreement between Licensee and Flawless on a trial basis or to access a beta version of the Service (a “Beta License Agreement”), your use of the Service shall be exclusively governed by the Beta License Agreement.

If you are accessing or using the Service as a service provider (a “Service Provider”) to a third party (a “Principal”, e.g., a studio, agency, or other content production company or service provider) under the Principal’s account, this Agreement applies to your use of the Service on behalf of the Principal.

LICENSE GRANT
  1. Scope of Use. Subject to this Agreement including the payment of all applicable charges, Flawless hereby grants to Licensee, a limited, non-exclusive, non-transferable license to access and use the Service during the Term.
  2. License Restrictions. Licensee may not: (a) interfere with or disrupt the Service or attempt to gain access to any third-party systems or networks that connect to the Service (except as required to access and use the Service, and then only as specified by Flawless); (b) copy, transfer, sell, lease, lend, syndicate, or sub-syndicate the Service or use the Service for co-branding, timesharing, service bureau, arbitrage or other unauthorized purposes; (c) modify, prepare derivative works of, translate, reverse engineer, reverse compile, disassemble the Service, or any portion thereof; or (d) attempt to, directly or through a third party, do any of the foregoing.
Service Restrictions. Licensee may not use the Service in any manner or for any purpose:
  1. to create content (other than strictly for entertainment purposes) that is false, harmful, misleading, deceptive, or otherwise improper (including for disinformation purposes or the creation of “deep fakes”);
  2. that violates any local, state, national, or international law or regulation;
  3. that violates, infringes, or misappropriates any third-party intellectual property rights, personal rights, or rights of privacy or publicity;
  4. that transmits or would cause the transmission of malware, spyware, software viruses, or any other harmful computer code, files, or programs.
Access to the Service.
  1. Licensee shall comply with Flawless’s generally applicable technical and system requirements for accessing and using the Service, as such usage requirements may be specified by Flawless (including via email or electronic notification) from time to time (“Usage Requirements”);
  2. Licensee is responsible for acquiring and maintaining, at its sole cost and expense, all telecommunications and Internet services and other hardware and software required to access and use the Service in accordance with the Usage Requirements.
  3. To access and use the Service, Licensee must register and create a unique, password-protected account. Flawless may reject your registration in its sole discretion.
  4. Licensee will take reasonable measures to safeguard its account passwords and log-in information. LICENSEE IS SOLELY RESPONSIBLE FOR ALL USE OF THE SERVICE UNDER ITS ACCOUNT, WHETHER AUTHORIZED BY LICENSEE OR NOT, INCLUDING PAYMENT OF ALL APPLICABLE FEES AND CHARGES ASSOCIATED WITH SUCH USE.
Privacy. Personal data collected by Flawless is maintained and shared in accordance with Flawless’s Privacy Policy. By using the Service, Licensee consents to the Flawless Privacy Policy.
  1. Usage Data. Flawless may use and disclose data derived from Licensee’s use of the Service (a) as part of Flawless’s business operations, on an aggregate, anonymous basis such that any use or disclosure does not permit a third party to associate any particular data with Licensee and (b) if required by court order, law, or governmental agency.  In addition, Flawless may use data derived from the Service for Flawless’s internal business purposes, including to operate, manage, maintain, and improve Flawless’s products and services.
  2. Security. Flawless will implement and maintain technical and organizational measures appropriate to the nature of data provided by Licensee and generated as a result of Licensee’s use of the Service and will use commercially reasonable efforts to protect such data from unauthorized access, accidental or unlawful destruction, misuse, alteration, or disclosure. Each party will use commercially reasonable efforts to notify the other party if third parties gain unauthorized access to such data.
  3. Trial Service. All or portions of the Service may be offered to you on a trial or “beta” basis (“Trial Offerings”).  Trial Offerings are made available without any warranties of any kind and may be modified or discontinued at Flawless’s sole discretion.
INTELLECTUAL PROPERTY RIGHTS
  1. The Service. As between Flawless and Licensee, Flawless owns and retains all rights, title, and interest in and to the Service and all Flawless Intellectual Property. “Flawless Intellectual Property” means all of Flawless’s technology, inventions, discoveries, innovations, know-how, methods, processes, information, trademarks, software, documentation, and interfaces, including all improvements, modifications, works in process, derivatives, or changes, whether tangible or intangible, embodied in any form, and all Intellectual Property Rights in the foregoing, excluding for the avoidance of doubt any Licensee Materials (as defined below). “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or later in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
  2. Licensee Materials. As between Flawless and Licensee, Licensee retains all right, title, and interest in and to any content, data, information, and other materials that Licensee may upload to or otherwise process using the Service (“Licensee Materials”). As between Flawless and Licensee and subject to Flawless’s rights under Section 1.6 above and the remainder of this Section 2.2, Licensee is the sole owner of the results produced by Licensee using the Service (“Output”) and all Intellectual Property Rights in the foregoing.  Licensee shall not use any Output, directly or indirectly, alone or in combination with the Service, (a) for any machine learning purposes or otherwise to train artificial intelligence tools for the purpose of developing, replicating, or reverse engineering any feature or function of the Service or any Flawless technology or (b) to develop, modify, or improve any software, service, or other technology that performs any feature or function substantially similar to any feature or function of the Service or any Flawless technology.  Licensee shall not permit any third party to use the Output in any similar manner.
  3. Feedback. Licensee acknowledges that Flawless shall have the right to incorporate into any technology, products, and/or other services of Flawless all ideas, feedback, and suggestions provided by Licensee in connection with the Service without restriction or any obligation to Licensee.
SUPPORT
  1. Updates. Flawless will, in its sole discretion, provide new features, corrections, changes and updates to the Service as they become available.
  2. Customer Service. Flawless will use commercially reasonable efforts to support the Service.  Support inquiries should be directed to:  support@flawless.app.  
PAYMENT
  1.  Fees. Licensee will be charged in accordance with the Flawless’s then-current pricing for the Service or, if applicable, in accordance with Licensee’s Enterprise Agreement. All fees are stated in U.S. Dollars.
  2.  Payment.  Except as otherwise provided in an Enterprise Agreement, Licensee may be required to make payment by credit card or ACH. Licensee is responsible for the accuracy of its credit card information and/or banking information and keeping such information up to date. Except where prohibited by applicable law, all payments are non-refundable (including if this Agreement terminates).
  3.  Taxes. All fees are exclusive of taxes.  Licensee is solely responsible for all taxes, fees, duties, and governmental assessments (except for taxes based on Flawless’s net income) that are imposed or become due in connection with Licensee’s use of the Service under this Agreement.
TERM AND TERMINATION
  1. Term. This Agreement begins on the date that Licensee registers for the Service and continues until earlier terminated as provided in this Section 5 (the “Term”).
  2. Termination for Breach. Flawless may terminate this Agreement and Licensee’s right to access and use the Service:
    1. immediately upon notice if Licensee breaches any material provision of this Agreement, including Licensee’s payment obligations or any breach by Licensee of Section 1;
    2. upon termination of any applicable Enterprise Agreement;
      1. For a Service Provider, immediately upon termination of Principal’s account; or
    3.  If Flawless discontinues the Service for any reason.
Effect of Termination. Upon the effective date of termination of this Agreement for any reason:
  1. The license grant under Section 1.1 shall immediately terminate and Licensee will cease its use of the Service;
  2. Sections 1.2, 1.3, 1.6, 2, 4 (until all payments are made); 6, 7, 8, 9, 10 and 11 of this Agreement and this Section 5.3 will survive termination for any reason;
  3. Licensee shall promptly return to Flawless all Flawless Confidential Information (as defined below), including any software and related documentation provided by Flawless under this Agreement and all copies of the foregoing, or certify to Flawless that it has permanently deleted or destroyed all of the foregoing; and
  4. Licensee shall have 30 days to download or delete any Licensee Materials stored in the Service.  After such 30-day period, Flawless will delete all such Licensee Materials.
Suspension.  
  1. Flawless may suspend Licensee’s use of the Service, in its discretion, in whole or in part, (a) if Licensee has exceeded any prepaid usage; (b) for non-payment; or (c) if Flawless believes that Licensee or anyone using the Service under Licensee’s account has engaged in (i) any activity that may materially harm Flawless, the Service, or Flawless’s ability to operate and maintain the Service; or (ii) any fraudulent or illegal activity or any activity that could result in legal liability to Flawless.  Any such suspension may continue until the event causing such suspension has been cured or until Flawless has received satisfactory assurances that such event will not recur.
LICENSEE REPRESENTATIONS AND WARRANTIES
  1. Licensee represents, warrants, and covenants to Flawless that:
  1. It is free to enter into and fully perform this Agreement;
  2. Entering into this Agreement does not violate any agreements, rights, or obligations existing between Licensee and any third party;
  3. The Licensee Materials are owned or adequately licensed or controlled by Licensee and do not infringe upon or violate any copyright, trademark, or other proprietary right of any third party;
  4. It has obtained all necessary rights and consents from all talent appearing in any Licensee Materials to process such Licensee Materials using the Service (which processing may involve, for example, the modification of physical features or voices of such talent to visually sync to different languages or alternative dialog), including as may be required by applicable law or regulation or by any applicable agreement with, or requirement of, any labor union, guild, or other rights organization; and
  5. The Licensee Materials will not contain, and Licensee will not introduce or transmit, any virus, malware, or other harmful code or other data through its use of the Service.
DISCLAIMER

  1. EXCEPT AS OTHERWISE PROVIDED IN AN ENTERPRISE AGREEMENT, LICENSEE ACKNOWLEDGES THAT (A) ITS USE OF THE SERVICE IS AT ITS OWN RISK AND (B) THE SERVICE IS PROVIDED SOLELY ON AN “AS-IS” AND “AS AVAILABLE” BASIS. FLAWLESS MAKES, AND LICENSEE RECEIVES, NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE. FLAWLESS AND ITS LICENSORS EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. NEITHER FLAWLESS NOR ITS LICENSORS WARRANT THAT THE SERVICE WILL BE OPERABLE OR THAT LICENSEE’S USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SERVICE.
LIMITATIONS OF LIABILITY
  1. NO CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF DATA, FROM THE DISABLING OF THE SERVICE, OR ANY OTHER DAMAGES, HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY.
  2. LIMIT ON DIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY’S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY AND ALL CLAIMS ARISING UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ARISING OUT OF YOUR USE OF THE SERVICE, EXCEED THE AMOUNTS PAID OR PAYABLE TO FLAWLESS BY LICENSEE DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT FIRST GIVING RISE TO SUCH LIABILITY.
  3. EXCEPTIONS. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THIS SECTION 8 WILL NOT APPLY TO (A) LICENSEE’S INDEMNIFICATION OBLIGATIONS (INCLUDING ANY AMOUNTS PAYABLE IN CONNECTION WITH SUCH OBLIGATIONS); (B) A BREACH BY LICENSEE OF ITS CONFIDENTIALITY OBLIGATIONS; AND (C) A PARTY’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.
INDEMNIFICATION
  1. By Licensee. Licensee will indemnify and hold harmless Flawless, its affiliates, and its and their directors, officers, employees, and agents, and its and their respective successors, heirs and assigns (collectively, the “Flawless Parties”) from and against any liabilities, damages, losses, fines, penalties, or expenses (including reasonable attorneys’ fees and expenses of litigation) (collectively, “Losses”)  incurred by or imposed upon any of them in connection with, and defend each of them against, any third-party claim, action, or proceeding (a “Claim”) arising from or relating to (a) any breach by Licensee of any representation, warranty, covenant, or obligation under this Agreement; (b) any Licensee Materials (including any Claim that the Licensee Materials infringe, violate, or misappropriate the Intellectual Property Rights of a third party); (c) arising from or relating to Licensee’s use of the Service other than as permitted under this Agreement; or (d) arising from or relating to any breach by Licensee of any third-party agreement, including any agreement between Licensee and a Principal.
  2. Process. A Flawless Party requesting indemnification (an “Indemnified Party”) will (a) provide Licensee with notice of any indemnifiable Claim; (b) permit Licensee to assume and control the defense of such action upon the Licensee’s written notice to the Indemnified Party of its intention to indemnify; and (c) upon Licensee’s written request, provide to Licensee information and assistance reasonably necessary for Licensee to defend such Claim. The Indemnified Party shall have the right, at its sole cost and expense, to participate in the defense and settlement of any such Claim with counsel of its choice. Licensee will not enter into any settlement or compromise of any such Claim, which settlement or compromise would result in any liability to any Indemnified Party, without the Indemnified Party’s prior written consent.
CONFIDENTIALITY
  1. Confidential Information.  Licensee will maintain the strict confidentiality of the Service and all information and materials conveyed by Flawless to Licensee hereunder (other than Output), including but not limited to, financial information, pricing information, marketing information and the Service’s features and modes of operation, inventions (whether or not patentable), techniques, processes, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, analysis and performance information, user documentation and other technical information, plans and data (collectively, the “Flawless Confidential Information”). This undertaking will not apply to information that becomes part of the public domain through no act or omission of Licensee or is in Licensee’s lawful possession prior to the date of this Agreement as demonstrated by written documentation. Licensee shall not use the Flawless Confidential Information for any other purpose other than to access and use the Service as provided in this Agreement.
  2. Non-Disclosure. Licensee will not permit anyone other than its own most trusted employees with a need to know to access or use the Flawless Confidential Information. Licensee will not disclose the Flawless Confidential Information to any third party and will not use the Flawless Confidential Information other than as expressly authorized under this Agreement. Furthermore, Licensee: (a) recognizes that the unauthorized use or disclosure of Flawless Confidential Information will give rise to irreparable injury to Flawless for which monetary damages may be an inadequate remedy; and (b) agrees that Flawless may seek and obtain injunctive relief against the breach or threatened breach of Licensee’s obligations under this Agreement, in addition to any other legal and equitable remedies which may be available to Flawless.
PUBLICITY
  1. Public Statements and Attribution. Except as provided herein, neither party shall make any public statement, post on social media, or issue any press release regarding the relationship, Licensee’s use of the Service, or the nature of the results from Licensee’s use of the Service, without the other party’s prior written consent in each instance.  In any non-public setting and in its promotional or marketing materials, Licensee shall not refer to the Service, the functionality of the Service, or the results generated through the Service, whether orally or in writing, without express attribution to Flawless in each instance.  Licensee shall not take credit in any manner for the  Service or the functionality of the Flawless Intellectual Property, without attribution to Flawless.
  2. Flawless Customer Lists. Flawless shall have the right, but not the obligation, to list Licensee’s name and logo and the titles of any content processed using the Service (“Media”) on its website and in its social media channels.
  3. Demo Display. Subject to Licensee’s prior written approval, Flawless shall have the right, but not the obligation, following Licensee’s public release of Media to display on Flawless’s website, in its print and electronic marketing materials, and in connection with public events and presentations, Media cover art, publicly released still frames and videos from the Media and, in the case of translations, clips of up to 3 minutes in length from the translation and corresponding native language version.  Clips will be selected by mutual agreement of the parties.
  4. Screen Credit. Whenever credits are customary, Flawless shall be accorded the following credit on screen, on all positive prints of Media, in the front-end titles: “AI Editing by Flawless” or other substantially similar credit.  The credit shall be no less prominent than the most prominent credit afforded any other special effects provider for the Media.  All other aspects of the credit shall be determined by Licensee in its discretion.
MISCELLANEOUS
  1. Choice of Law. This Agreement and any matters relating to it will be governed by and construed in accordance with the laws of England and Wales, without regard to principles of conflicts of laws.
  2. Arbitration.  Any controversy, claim, or dispute arising out of or related this Agreement (a “Dispute”) shall be solely and exclusively resolved according to the procedures set forth in this Section. If the parties are unable to resolve any Dispute through informal means after using good faith efforts to do so, either party may initiate binding arbitration, including in relation to any question regarding its existence, validity or termination, under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, UK. The language to be used in the arbitral proceedings shall be English.
  3. Assignment. Licensee may not sublicense, assign, delegate or otherwise transfer this Agreement or any of the related rights or obligations for any reason and any attempt by Licensee to sublicense, assign, delegate or transfer this Agreement or any of the related rights or obligations hereunder will cause the immediate termination of this Agreement. Flawless may assign this agreement to a corporate affiliate or in connection with a merger, a sale of all or substantially all of Flawless’s assets, or other change of control transaction.
  4. No Waiver. The failure of Flawless to insist, in any one or more instances, upon the performance of any term or terms of this Agreement will not be construed as a waiver or relinquishment of its rights to such performance or future performance of such a term or terms, and the obligation of Licensee in respect thereto will continue in full force and effect.
  5. Severability. If an arbitrator or court of competent jurisdiction determines that any provision or portion of a provision of this Agreement is invalid, unlawful, or unenforceable to any extent, the parties agree that such provision will be deemed to be modified to the minimal extent necessary to make such provision enforceable while still retaining the intent of the parties. In such event, the remainder of this Agreement and its application to other persons will not be affected thereby, and such remaining provisions of this Agreement will continue to be valid and may be enforced to the fullest extent permitted by law.
  6. Entire Agreement. This Agreement and, if applicable, any Enterprise Agreement to which your organization is a party, constitutes the complete and exclusive statement of the terms and agreement between Flawless and Licensee and supersedes all prior representations, understandings, and communications, oral or written, between the parties with respect to the subject matter of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of your Enterprise Agreement, the Enterprise Agreement will control.
  7. Notices. All notices provided under this Agreement shall be in writing, delivered personally, sent by email, or sent by overnight courier, registered, or certified mail. Notices to Licensee shall be sent at the contact information provided by Licensee at registration. Notices to Flawless shall be sent via email to:

    Email: legal@flawlessai.com

    All such notices shall be deemed to have been given: (a) upon receipt when delivered personally or (b) upon verification of receipt via email, overnight courier, registered or certified mail.
  8. Modifications. Flawless may, in its sole and absolute discretion, change the terms of this Agreement from time to time. All changes to this Agreement will be effective when posted, and we will provide prior notice of such changes to you via the Service or contact information you may have provided to Flawless upon registration. Your continued use of the Service following any changes to the Agreement will constitute your agreement to be bound by such changes. If you object to any such changes, your sole recourse shall be to stop using the Service.

Last updated: 6th January, 2025