TradePending, LLC, a Delaware limited liability company (“TradePending,” “we,” “us,” or “our”), provides access to and use of its proprietary software-as-a-service platform and related services, including AI-powered avatar and video-generation functionality, and other services in an applicable ordering document from time to time (collectively, “Services”). 

“You” are an individual employee, contractor, or other person authorized by a TradePending customer (the “Customer”) to access and use the Services on the Customer’s behalf (an “Authorized User”). The terms and conditions governing TradePending’s contractual relationship with each Customer are set forth in a separate written agreement between TradePending and that Customer (the “Customer Agreement”). Nothing in these Terms and Conditions of Use (this “Agreement”) is intended to supersede or modify the Customer Agreement. Any rights, ownership interests, or obligations as between you and the Customer regarding Customer Data, Output, or other Customer Property are governed only by your agreements with the Customer, and TradePending has no involvement in, or responsibility for, such internal arrangements.

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE CUSTOMER, AND (3) YOU ARE NOT BARRED FROM USING THE SERVICES UNDER APPLICABLE LAW. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES. This Agreement is subject to change by TradePending in its sole discretion at any time.  

In addition, when using the Services you will be subject to our privacy policy at https://tradepending.com/privacy-policy/ (the “Privacy Policy”) and our Biometric Information Privacy Notice at https://tradepending.com/bipa/ (the “Biometric Information Privacy Notice” or “BIPA”). All such policies are incorporated by reference into this Agreement.

If you are receiving AI Services (as defined below) please refer to Section 15 which includes terms specific to your use of the AI Services.

1. Accounts. To access certain features of the Services, you may have to register an account (an “Account”), or have a valid account on a third-party service through which you can connect to the Services, as permitted by TradePending. Only people in the United States 18 years of age or older may create and use an Account.
   1. In registering an Account, you shall: (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
   2. Despite anything to the contrary herein, you agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of TradePending. You are responsible for all activities that occur under your Account.
   3. TradePending does not assume any responsibility or liability for any information you submit to the Services, or for any use or misuse by you or third parties of information transmitted or received using the Services.
   4. The Customer is solely responsible for determining which individuals may access the Services on its behalf and for managing, supervising, and policing the actions of its Authorized Users. TradePending is not responsible for enforcing any internal policies or employment obligations between you and the Customer.

2. License Grant and Use Restrictions.
   1. You are granted a limited, non-transferable license to access and use the Services as described herein. This license is revocable at any time. Such license is subject to this Agreement and does not include: (a) any resale or commercial use of the Services; (b) modifying or otherwise making any derivative uses of the Services, or any portion thereof; (c) use of any data mining, robots or similar data gathering or extraction methods; (d) downloading (other than the page caching) of any portion of the Services or any information contained therein, except as expressly permitted on the Services; or (e) any use of the Services other than for its intended purpose. 
   2. Additionally, you shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying ideas of the Services; (b) remove any proprietary notices or labels; (c) use the Services for any fraudulent, unlawful, or infringing purpose; (d) use the Services to create or improve any product or service competitive with the Services; (e) interfere with or disrupt the Services or any other user’s use of the Services; (f) bypass any access restrictions or security measures of the Services; or (g) perform benchmarking or competitive analysis of the Services. 
   3. Any use of the other than as specifically authorized, without the prior written permission of TradePending, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws. 
   4. You agree not to access (or attempt to access) the Services by any means other than through the interface provided by TradePending, unless you have been specifically allowed to do so in a separate agreement with TradePending.

3. Prohibited Uses. You, directly or indirectly, alone or with any other party, may not:
   1. use the Services to harass, threaten or otherwise cause distress, unwanted attention or discomfort to a person or entity;
   2. post, transmit, generate content, or otherwise use in connection with the Services any prohibited content including, without limitation, content that: (i) is pornographic, sexually explicit or offensive or has a link to an adult website; (ii) has graphic or gratuitous violence including realistic portrayals of people or animals being killed, maimed, tortured, or abused, or other similar content; (iii) is discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups, particularly if likely to humiliate, intimidate, or place a targeted individual or group in harm’s way; (iv) encourages or glorifies drug use; (v) is predatory in nature, or is harassing or bullying; (vi) promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual; (vii) constitutes or promotes information you know or ought to know is false or misleading or promotes illegal activities; (viii) is conduct that is abusive, threatening, obscene, defamatory or libelous; (ix) furthers or promotes criminal activity or provides instructional information about illegal activities; (x) violates or attempts to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any third party; or (xi) is inflammatory religious commentary or inaccurate or misleading quotations of religious texts; 
   3. use the Services to send any content that is highly repetitive, unwanted, unsolicited, “spam”, or bulk commercial email;
   4. use the Services to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
   5. use the Services to violate (intentionally or unintentionally) any applicable local, state, national or international law including, but not limited to, any regulations having the force of law; or
   6. interfere with or disrupt the Services, or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services.

4. TradePending Intellectual Property
   1. TradePending reserves all rights not specifically granted herein. You shall not modify any copyright notices, proprietary legends, any trademark and Services mark attributions, any patent markings, and other indicia of ownership on the content and information provided, made available or otherwise accessible to you via the Services (“TradePending Content”) or other materials accessed through the Services. The delivery of, and license to, the TradePending Content and/or access to third party materials does not transfer to you any commercial or promotional use rights in the TradePending Content or any portion thereof.  
   2. As between the parties, TradePending owns and shall continue to own all right, title and interest in and to all performance and usage data generated through your use of the Services, including any aggregated and statistical information or analyses created and developed by TradePending from such data (collectively, “Usage Data”). In addition, TradePending may disclosure such Usage Data without restriction provided that it is de-identified so you cannot be identified as the source within the Usage Data. 
   3. At your discretion, you may provide feedback to TradePending about the functionality and performance of the Services occasionally, including, without limitation, identifying potential errors, improvements, modifications, bug fixes, or enhancements (“Feedback”). If you, through your evaluation or otherwise, suggest any Feedback, you hereby assign the ownership in all Feedback to TradePending. If ownership in the Feedback cannot be granted to TradePending, you grant TradePending at no charge a perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction. You agree that TradePending may disclose any Feedback to any third party in any manner and you agree that TradePending can sublicense all Feedback in any form to any third party without restriction.
   4. TradePending owns and retain all right, title and interest in and to: (a) the Services and all improvements, enhancements or modifications thereto; (b) any software, applications, inventions, or other technology developed or used by TradePending in connection with the Services or support; (c) the TradePending Content, (d) the Usage Data, (e) Feedback, and (f) all intellectual property rights related to clauses (a)-(e). Unless explicitly stated, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise.

5. Customer Intellectual Property. 

1. As between the Customer and TradePending, the Customer owns and retains all right, title and interest (including all intellectual property rights) in and to (i) the input information and content inputted into the Services by an Authorized User and other content expressly deemed Customer’s or an Authorized User’s data herein (“Customer Data”), (ii) any proprietary information of Customer, including copies, reproductions, improvements, modifications, adaptations, and translations thereto, and derivative works thereof ((i) and (ii) collectively, the “Customer Property”). If ownership of the Customer Property does not automatically vest in Customer, TradePending hereby assigns all of its interests in the Customer Property to Customer. TradePending does not claim ownership of Customer Data. 
2. If you post or submit material via the Services considered Customer Data, the following shall apply:
   1. You represent and warrant that all Customer Data you provide are your original work products and will not be based on or derived from any third party’s work products unless you have secured permission from the third party and can demonstrate that to TradePending. You represent and warrant that your use of the Services in connection with any Customer Data or third-party content complies with all laws including, but not limited to, copyright law.
   2. You retain all ownership rights in Customer Data you are entitled to by law.
   3. You grant TradePending and its affiliates a revocable, worldwide, royalty-free, non-exclusive, sublicensable, transferable, license to use, reproduce, perform, distribute, and display Customer Data solely to provide the Services and improve the Services. You grant TradePending, its affiliates, and sublicensees the right to use your name and/or user name in connection with Customer Data.
   4. You grant each user of the Services (including the Customer) a nonexclusive license to access Customer Data through the Services, and to use, reproduce, distribute, display and perform Customer Data as permitted through the functionality of the Services and under this Agreement.
   5. The licenses granted in Customer Data terminate within a commercially reasonable time after you remove or delete Customer Data from the Services; however, you understand, agree that TradePending may retain, but not display, server copies of Customer Data that have been removed or deleted. You further understand, agree that TradePending may, both before and after such removal or deletion, create aggregated, de-identified, anonymized, or otherwise non-personal data derived from Customer Data, provided such data does not identify you or any other individual. Any such derived anonymized or aggregated data shall not constitute Customer Data and may be used and retained by TradePending in perpetuity for lawful purposes, including analytics, product improvement, research, and the development of new services.
   6. You will defend, indemnify and hold TradePending and its affiliates harmless from and against any claims resulting from Customer Data or materials you provide hereunder or your use of the Services.

6. Third-Party Services. 
   1. The Services may contain links to independent websites operated by third-party vendors or other unaffiliated parties (“External Sites”), as well as integrations or features that rely on third-party products or services (such as third-party sign-in providers or connectivity tools). TradePending does not control, monitor, endorse, or make any representations regarding any External Sites or third-party services, and is not responsible for their availability, security, content, functionality, or accuracy. If you choose to access External Sites or use third-party functionality, you do so entirely at your own discretion and risk.
   2. Your use of any External Sites or third-party services is governed solely by the terms and conditions, privacy policies, and other agreements presented by those third parties. It is your responsibility to review, understand, and comply with those third-party terms before using their services in connection with the Services. TradePending is not responsible or liable for any actions, omissions, or practices of such third parties, including any use, disclosure, or modification of data by those third parties, or any obligations they may impose on you.
   3. In addition, you are responsible for ensuring that your access to and use of the Services does not violate any agreements you have entered into with third parties, such as wireless carriers, internet service providers, or network administrators. By using the Services, you represent and warrant that your use complies with all such third-party agreements.

7. Access, Monitoring and Enforcement. TradePending does not recommend or endorse any specific procedures, products, or other information that may be mentioned or advertised via the Services. If you rely on any TradePending Content or Customer Data provided or otherwise accessible via the Services, you will do so only at your own risk. TradePending may not be held liable for any damages arising out of or related to your use of any such TradePending Content or Customer Data. You acknowledge that by accessing the Services, you may come into contact with content you find harmful, offensive, threatening, indecent or objectionable and you acknowledge that TradePending shall have no liability to you for the content including, but not limited to explicit language and other potentially offensive material. You agree not to impersonate any person or communicate under a false name or a name the user is not entitled or authorized to use. TradePending has the right (but not the obligation) to remove, prohibit, edit or discontinue any TradePending Content or Customer Data on the Services, including content that has been posted by users. Without limiting the foregoing, TradePending may remove any offending content without prior notice, terminate or suspend your Account or access to the Services and/or report such content or activities to law enforcement authorities. Without limiting the foregoing, TradePending may use any means necessary to ensure that TradePending Content or Customer Data does not breach the Agreement. Accounts under investigation may be temporarily locked. TradePending reserves the right to immediately and permanently terminate your Account without notice in the event that, in its sole discretion, you violate the Agreement. You are responsible for maintaining any necessary copies of your Customer Data. If a user Account has been terminated, the user will have no opportunity to retrieve or download content. 

8. Security, Harmful Code and Credentials. You shall not (i) transmit to TradePending or upload to this Services any Harmful Code or use or (ii) misappropriate the data on this Services for your own commercial gain. “Harmful Code” shall mean any software (sometimes referred to as “viruses”, “worms”, “trojan horses”, “time bombs”, “time locks”, “drop dead devices”, “traps”, “access codes”, “cancelbots” or “trap door devices”) that: (a) is intentionally designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede, any data, storage media, program, system, equipment or communication, based on any event, including but not limited to (A) exceeding several copies, (B) exceeding a number of users, (C) passage of a period of time, (D) advancement to a particular date or other numeral, or (E) use of a certain feature; or (b) would enable an unauthorized person to cause such result; or (c) would enable an unauthorized person to access another person’s information without such other person’s knowledge and permission. You may not use your username and password for any unauthorized purpose.

9. Termination and Suspension. TradePending may terminate your access to our Services for any reason at any time. The provisions that by their nature are designed to survive termination or expiration of the Agreement shall survive termination or expiration of the Agreement or your access to our Services. 

10. Warranty Disclaimers. THE SERVICES ARE PROVIDED ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TRADEPENDING SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF TITLE, ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AGAINST INTERFERENCE WITH YOUR OPERATION OR ENJOYMENT OF THE SERVICES. NOR DO WE PROVIDE ANY WARRANTY REGARDING THE SECURITY OR AVAILABILITY OF THE SERVICES, THAT ANY ASPECT OF THE SERVICES IS FREE FROM ERROR, OR WITH REGARD TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PRESENTED DURING YOUR USE OF THE SERVICES. While TradePending uses reasonable efforts to include accurate and up-to-date information on the Services, TradePending makes no warranties or representations as to its accuracy. TradePending assumes no liability or responsibility for any errors or representations in the TradePending Content or the Services or Customer Data.

11. Limitation of Liability.
    1. IN NO EVENT WILL TRADEPENDING BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE PRIVACY POLICY OR BIPA UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, ANY STATUTE, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, STATUTORY, ENHANCED, OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER TRADEPENDING WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.  
    2. IN NO EVENT WILL TRADEPENDING’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PRIVACY POLICY, OR THE BIPA COLLECTIVELY, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, ANY STATUTE, AND OTHERWISE, EXCEED THE ACTUAL AMOUNT OF DIRECT DAMAGES DETERMINED TO BE RECOVERABLE CAPPED AT NO MORE THAN THE GREATER OF (I) THE AMOUNT THAT YOU PAID TO TRADEPENDING FOR THE RIGHT TO ACCESS AND USE THE SERVICES GIVING RISE TO THE DAMAGES DURING THE SIX MONTHS PRECEDING THE CLAIM AND (II) $50.  
    3. THE LIMITATIONS ON TRADEPENDING’S LIABILITY TO YOU CONTAINED IN THIS AGREEMENT APPLY EVEN IF THE REMEDY AVAILABLE TO YOU FAILS OF ITS ESSENTIAL PURPOSE OR DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES.
    4. SOME APPLICABLE LAWS MIGHT IMPOSE RESTRICTIONS REGARDING THE EXTENT TO WHICH CERTAIN WARRANTIES MAY BE DISCLAIMED OR TO WHICH CERTAIN DAMAGES MAY BE LIMITED IN SOME CIRCUMSTANCES. ACCORDINGLY, SOME OF THE WARRANTY DISCLAIMERS AND LIABILITY LIMITS SET FORTH ABOVE MAY NOT APPLY TO YOU. YOU AGREE NONETHELESS THAT ALL SUCH DISCLAIMERS AS ARE PERMITTED BY APPLICABLE LAW SHALL APPLY TO YOU, AND THAT TRADEPENDING’S LIABILITY TO YOU SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12. Indemnification. You agree to defend, indemnify, and hold TradePending, its officers, directors, employees, agents, licensors and suppliers, harmless from and against any claims, actions, demands, liabilities and settlements, including without limitation, reasonable legal and accounting fees (a) arising out of, or related to, your use or misuse of the Services; (b) resulting from, or alleged to result from, your violation of this Agreement and/or the Privacy Policy; and (c) arising out of, or related to, your use, misuse, or reliance upon any Customer Data or TradePending Content, whether based on warranty, contract, tort or any other legal theory.    

13. Compliance with Law; Governing Law and Venue. By using the Services, you agree to comply with all applicable laws and regulations, including but not limited to, privacy laws, copyright laws and other laws regarding intellectual property. This Agreement shall be governed by the laws of the State of North Carolina, without regard to conflict of law principles. Any legal action arising under this Agreement shall be brought exclusively in the state or federal courts located in Durham County, North Carolina, and you irrevocably consent to personal jurisdiction and venue therein.

14. Miscellaneous.
    1. If you gain access to the Services as part of your job, your employer may have agreed to additional terms or conditions related to their corporate subscription to the Services. It is your responsibility to understand those additional terms and comply with them in full.
    2. This Agreement, together with the Privacy Policy and Biometric Information Privacy Notice (and our agreement with Customer), constitutes the entire agreement between you and TradePending regarding your use of the Services as an Authorized User. If any provision is held invalid or unenforceable, such provision shall be reformed to the minimum extent necessary for the Agreement to remain in effect in accordance with its terms as modified by such reformation, and the remaining provisions remain in full force and effect. Our failure to enforce any right or provision shall not constitute a waiver.
    3. The Services may contain areas in which additional terms and conditions apply. For purposes of the use of such areas in connection with the Services, in the event of a conflict between the terms and conditions of such other areas and the Agreement, the terms and conditions of the other area shall prevail, to the extent that there is a conflict this Agreement.
    4. The Agreement may not be modified, supplemented, amended or interpreted by any trade usage or prior course of dealing unless specifically agreed upon in writing. 
    5. Reasonable attorneys’ fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of the Agreement.
    6. TradePending shall not be liable to you for any delay or failure of TradePending to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of TradePending. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, labor strike, or delays by you in performing any requirements hereunder.
    7. By accessing and/or using the Services on the behalf of another legal entity, you consent on behalf of that legal entity to TradePending publicly listing the name of that legal entity as a user of the Services and publicly displaying that legal entity’s standard logo for the purpose of TradePending’s marketing and publicity.
    8. By accessing and/or using the Services for business purposes, you consent to us providing your use information to your employer and/or colleagues, identified by the email address used to register for your Account, for the purpose of marketing and promotion.
    9. TradePending may assign this Agreement, in whole or in part, at any time with or without providing you with notice. You may not assign this Agreement, or your rights hereunder, to anyone else, whether temporarily or permanently.  
    10. All notices regarding the Agreement and the Services will be deemed given one (1) business day after e-mail transmission from TradePending to you, or two (2) business days after the date of posting.
    11. Questions about this Agreement may be directed to support@tradepending.com.

15. AI Services Terms
    1. AI Product Terms. 
       1. These terms supplement the Terms and Conditions of Use or, if you or the organization you represent has subscribed to TradePending Services, these terms supplement the Customer Agreement or other written agreement between you or the organization you represent and TradePending (each the “Agreement”). These Product Terms apply to your access to or use of any of the products, services, or features described below (“AI Services”).
       2. The Agreement and these AI Services Terms make up the entire agreement between the parties regarding the use of the AI Services, and supersede all proposals and prior discussions and writings between the parties with respect thereto. These AI Services Terms extend contract obligations of the parties. They add to and do not limit or negate any right, obligation or restriction in the Agreement, except as specifically provided for in these AI Services Terms with respect to the AI Services.
       3. If there is a conflict between the Agreement and these AI Services Terms, the parties agree these Product Specific Terms shall govern, but only with respect to the AI Services. These AI Services Terms shall be governed by the laws applicable to the Agreement.
    2. Definitions.
       1. “AI Avatars” means the Service that Customers and their Users may use to create Avatar Videos.
       2. “Avatar Video” means the digital audio-video Generated Content created by a User using AI Avatars.
       3. “Custom Avatar” means a TradePending Avatar created by a User based on a Training Video provided by that User.
       4. “Training Video” means audio-visual Content submitted by a User to AI Avatars for the purpose of creating a Custom Avatar. The Training Video is Customer Content and is an Input (as defined in the AI Services Terms).
       5. “TradePending Avatar” means a unique set of instructions and inputs that are reduced to computer code or other data and used with AI Avatars to create digital audio-video content representing a person. A TradePending Avatar is distinct from the resulting Avatar Video created using the TradePending Avatar. Notwithstanding anything in the Agreement to the contrary, TradePending Avatars are owned by TradePending and deemed to be TradePending Content.
       6. “TradePending Content” means certain types of content that we make generally available through the Services, such as avatars, scripts, images, audio clips, and video templates. 
    3. AI Services. 
       1. The AI Services include our generation of the AI Avatars and generation of TradePending Content and Outputs using the AI Avatars as described below. TradePending may add to, remove or rename the Services forming the AI Services from time to time. The AI Services are not subject to any service level agreement or other uptime commitment. TradePending and its AI Technology Providers reserve the right to temporarily limit access to the AI Services at any time or for any reason, including, without limitation, to address the volume of workloads processed by the AI Technology Providers. 
       2. Assigning Subscriptions: TradePending offers a paid version of AI Avatars made available as an add-on subscription to certain TradePending Services. Customer is responsible for assigning paid AI Avatars add-on subscriptions to its Users’ accounts. Customer may re-assign AI Avatars add-on subscriptions to different Users within its account, provided that any re-assignment of an AI Avatars add-on subscription is not made to circumvent any usage limits applicable to AI Avatars.
       3. Use of Custom Avatars: A Custom Avatar is personal to the User who submitted the Training Video and represents the User’s image, voice and likeness. To create a Custom Avatar, a User who submits a Training Video must provide consents which permit TradePending to (i) create the Custom Avatar using the User’s Training Video; and (ii) create Avatar Videos using the Custom Avatar when instructed by the User through the TradePending Platform. Only the User who created the Custom Avatar may use the Custom Avatar to generate digital audio-video content through the TradePending Platform. If an individual is no longer a User or an AI Avatars add-on subscription is removed from such User’s account, the Custom Avatar will no longer be available and may be deleted by TradePending even if the Customer remains subscribed to the Services. Customer is prohibited from providing any person access to a Custom Avatar for a User other than the User who created the Custom Avatar. 
       4. You may access and use TradePending Content or you can create or upload your own. Using content together with the features and functionalities of the Services, including the artificial intelligence components, you may be able to build scenes and direct Avatars to read scripts and act them out in realistic manners. Because Customer, and not you, will own any videos that incorporate those Custom Avatars and can exercise choice and control over that Customer Data, please ensure you are fully informed by Customer about how it intends to use them before you consent.
    4. Intellectual Property Ownership. 
       1. Depending on the access and permissions that Customer grants to you, you may be able to create, generate, or use Avatar Videos. This Agreement and the Customer Agreement contain our commitment to deliver the Services to Customer, who may then invite Authorized Users to create video content. When an Authorized User (including, you) submits information or content to the Services that is considered Customer Data, such as scripts, voice or video samples, (including Training Videos and other content) or generates videos using the Services (including Avatar Videos), you acknowledge and agree that as between TradePending and Customer, such Customer Data is owned by Customer and the Agreement and the Customer Agreement provides Customer with many choices and control over that Customer Data. For example, Customer may provision or deprovision access to Customer Data, enable or disable third party integrations, manage permissions, retention and export settings, or publish or distribute Customer Data to third party sites or end users, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data.  “Customer Data” excludes the Services, TradePending Content, Third-Party Products and Usage Data.
       2. Customer (for itself and all of its Authorized Users) and you (as an Authorized User) grant us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, Custom Avatars, and the Training Video and any Third-Party Products created or deployed by or for Customer, only as reasonably necessary (a) to provide, maintain and improve the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law, to prevent fraud; and (d) as expressly permitted in writing by Customer.
    5. Third Party Providers: The AI Services are powered by technology from third party technology providers (“AI Technology Providers”). By using the AI Services, you consent to the transfer of Customer Content you (and the Customer) submit to the AI Services to the AI Technology Providers for processing in accordance with the Agreement, these AI Services Terms and any other applicable Product Specific Terms. In the event that such AI Technology Providers process your personal information on our behalf as part of the AI Services, we describe our data privacy practices in our Privacy Policy and their data privacy practices on their applicable site.
    6. Customer Responsibilities: Customer is responsible for (i) informing its Authorized Users of all restrictions relevant to Customer’s and its Authorized Users’ use of the AI Services; (ii) all acts or omissions of an Authorized User in their use of the AI Services, including (without limitation) any breach of Applicable Law; and (iii) obtaining all necessary consents, licenses and waivers for any individuals appearing in Customer Data, including (without limitation) Authorized Users whose image, voice, likeness or biometric data appears in or is used to create the Outputs.
    7. Generated Content:
       1. The AI Services have features and functionality that allow Customer and its Authorized Users to generate content, including, without limitation, text, voice, and images and Avatar Video (“Output”) using audio, video, images, instructions, information, materials, text, scripts, or other content submitted to the AI Services by Customer or its Users including Training Videos (collectively, “Inputs”) or by using TradePending Content. Customer is responsible for (i) all Inputs, including obtaining the necessary rights and permissions to use such Inputs; and (ii) the use, reproduction, distribution, display, and performance of any Outputs. Customer acknowledges that Outputs may not be accurate, complete, reliable, or otherwise fit for use (including from a legal and/or business perspective).
       2. Customer and its Authorized Users are not required to use any Outputs and should carefully review (and, if necessary, modify) all Outputs before using it for any purpose, to ensure compliance with the Agreement and Applicable Law. Due to the nature of the AI Services, Customer understands that Outputs provided to it and its Users may: (a) be similar to or the same as content that TradePending generates on behalf of others; or (b) incorporate or reflect third-party content or materials.
       3. Notwithstanding anything to the contrary in the Agreement, as between Customer and TradePending, Output is deemed to be Customer Data for the purposes of these AI Services Terms.
    8. Prohibited Inputs/Content: Customer is responsible for ensuring that neither it nor its Authorized Users will upload Inputs or use the AI Services to generate any prohibited content including, without limitation, Inputs, Outputs, or content that: (i) is pornographic, sexually explicit or offensive or has nudity or a link to an adult website; (ii) contains graphic or gratuitous violence; (iii) conveys a message of hate against any individual or group; (iv) encourages or glorifies drug use; (v) is predatory, or is submitted for the purpose of harassment or bullying; (vi) is highly repetitive and/or unwanted including “Spam” messages; (vii) promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual; (viii) is or promotes information that Customer, or its Users, knows is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (ix) furthers or promotes criminal activity or provides instructional information about illegal activities; or (x) violates or tries to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person or third-party. TradePending reserves the right to investigate and take appropriate action against anyone who, in TradePending’s sole discretion, violates these provisions including removing the offending Content without prior notice, terminating or suspending Customer’s (or its User’s) account or access to the Services and/or reporting such Content or activities to law enforcement authorities.
    9. Relationship between You, Customer, and Us: AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS OR CONFIGURATIONS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA OR USE OF CUSTOM AVATARS; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA, CUSTOM AVATARS AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY USER RELATING TO OR BASED ON CUSTOMER DATA, CUSTOM AVATARS, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. 
    10. No Representations or Warranties: THE AI SERVICES ARE PROVIDED “AS IS”, AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. UNLESS SPECIFICALLY SET FORTH IN A SALES ORDER, TRADEPENDING MAKES NO GUARANTEES AS TO UPTIME OR AVAILABILITY OF THE AI SERVICES. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, TRADEPENDING DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED, REGARDING THE AI SERVICES AND THE OUTPUT, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, ACCURACY, AVAILABILITY, OR OTHER VIOLATION OF RIGHTS. THE AI SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.
    11. Indemnity: IN ADDITION TO ANY INDEMNITY PROVIDED FOR IN THE AGREEMENT, CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS TRADEPENDING AND ITS LICENSORS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, SETTLEMENTS, PENALTIES, COSTS, OR EXPENSES, INCLUDING REASONABLE LEGAL FEES, ARISING FROM OR RELATING TO ANY DISPUTE BETWEEN CUSTOMER AND ANY USER OR THIRD PARTY REGARDING THE OWNERSHIP, OR PERMISSIBLE USE, OF OUTPUTS.
    12. Limitation of Liability:  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY, EXCLUSIONS OF LIABILITY AND LIMITATIONS OF LIABILITY CONTAINED IN THE AGREEMENT APPLY TO THE AI SERVICES FOR THE BENEFIT OF THE TRADEPENDING INDEMNITEES UNDER THE AGREEMENT AND THE AI TECHNOLOGY PARTNERS. ALL USE OF THE AI SERVICES SHALL BE SUBJECT TO THE LIMITATIONS OF LIABILITY SET FORTH IN THE AGREEMENT.