Terms of Service

Right to Access Keyframe Platform. Subject to Customer’s compliance with all of the terms and conditions of this Agreement, Keyframe grants Customer a non-exclusive, non-sublicensable, non-transferable right during the term of this Agreement to access and use the Platform as set forth in the applicable Order Form. “Order Form” means the online sign-up flow, order form or other ordering document entered into by Customer that references this Agreement.

License to Keyframe Personas. Subject to Customer’s compliance with all of the terms and conditions of this Agreement, Keyframe grants Customer a non-exclusive, non-sublicensable, non-transferable, perpetual right to use the Keyframe Personas solely as embodied in the Output generated through Customer’s permitted use of the Platform. “Keyframe Personas” means the photoreal, interactive video models developed and owned by Keyframe, including any associated visual appearances, voice profiles, and expressive characteristics.

Customer Data. As between Keyframe and Customer, Customer retains all right, title, and interest in and to any data, designs, files, code, parameters, or other materials submitted or uploaded by Customer to the Platform (“Input”), as well as any video sessions, generated responses, or other materials produced through Customer’s use of the Platform as a result of processing Customer’s Input (“Output”, together with Input, “Customer Data”). For the avoidance of doubt, Output does not include any Keyframe Personas or other pre-existing materials developed or owned by Keyframe that are made available to Customer through the Platform.

Custom Personas. “Custom Personas” mean any personas developed by Keyframe exclusively for Customer based on images, models, or other materials provided by Customer as Input. As between Keyframe and Customer, Customer retains all right, title, and interest in and to any Custom Personas, and Custom Personas shall be deemed Customer Data for all purposes under this Agreement. Customer hereby grants Keyframe a non-exclusive license to use the images, models, and other materials provided by Customer solely for the purpose of developing and delivering the applicable Custom Personas to Customer. Notwithstanding the foregoing, Keyframe reserves the right to suspend, revoke access to, or permanently delete any Custom Persona that Keyframe reasonably determines violates its Terms of Service, policies, or any applicable law or regulation. Keyframe will endeavor to provide Customer with reasonable prior notice before taking such action, except where immediate action is required to prevent harm or ensure compliance. Customer acknowledges that no refund or compensation shall be owed in connection with any suspension or deletion resulting from a violation of Keyframe’s Terms of Service or policies. Keyframe reserves the right to charge fees for the hosting, access, use, or ongoing availability of Custom Personas, as set forth in the applicable Order Form or upon reasonable prior written notice to Customer.

Data Security. Keyframe will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. These measures will be no less protective than those Keyframe uses to protect its own confidential information of a similar nature. In the event Keyframe becomes aware of a confirmed security breach that results in unauthorized access to or disclosure of Customer Data, Keyframe will notify Customer without undue delay and will provide reasonable cooperation to assist Customer in investigating and mitigating the effects of such breach. Customer acknowledges that no security measures are perfect or impenetrable, and Keyframe does not guarantee that Customer Data will be free from unauthorized access or disclosure.

Output Accuracy. Customer acknowledges that all video sessions, generated responses, and other Output produced through the Platform are generated by AI models based on the Input and configurations provided by Customer, and that Output may not always be accurate, appropriate, or suitable for Customer’s intended use. Keyframe makes no representation or warranty, express or implied, as to the accuracy, completeness, or fitness for any particular purpose of any Output, and Customer is solely responsible for reviewing and validating all Output prior to any use or distribution.

Modification of Platform. Keyframe may, at any time and in its sole discretion, modify, update, enhance, restrict, suspend, or discontinue the Platform, in whole or in part, including by changing or removing features, functionality, endpoints, specifications, documentation, access methods, usage limits, or availability. Keyframe has no obligation to maintain or support any particular version of the Platform or to ensure backward compatibility. Any such modifications may be made with or without notice and may result in interruptions to or degradation of the Platform. Keyframe shall have no liability arising out of or related to any modification, suspension, or discontinuation of the Platform, and Customer acknowledges that its use of the Platform is at its own risk and that it should not rely on the continued availability of any aspect of the Platform.

Registration. In order to access and use the Platform, you may be required to register an account by providing us with your email and other information requested in our registration form. You agree to provide us with complete and accurate registration information. You may not attempt to impersonate another person in registration. If you are registering on behalf of an organization, you warrant that you are authorized to agree to this Agreement on their behalf. You are responsible for the security of your account (including any API keys or credentials). You accept that you are solely responsible for all activities that take place through your account, and that failure to limit access to your devices or systems may permit unauthorized use by third parties.

General Technology Restrictions. Customer represents and warrants that it will not, directly or indirectly: (i) sublicense the Platform for use by a third party; (ii) reverse engineer or attempt to extract the source code or underlying methodology from the Platform or any related software, except to the extent that this restriction is expressly prohibited by Applicable Laws; (iii) use or facilitate the use of the Platform for any activities that are prohibited by Applicable Laws or otherwise; (iv) bypass or circumvent measures employed to prevent or limit access to the Platform; (v) use the Platform to create a product or service competitive with Keyframe’s products or services; (vi) create derivative works of or otherwise create, attempt to create or derive, or knowingly assist any third party to create or derive, the source code underlying the Platform; or (vii) otherwise use or interact with the Platform for any purpose not expressly permitted under this Agreement. You acknowledge and agree that this Agreement in no way shall be construed to provide to Customer, or any third party, any express or implied right or license to access, use, copy, modify or otherwise exploit the Platform or any other technology or intellectual property of Keyframe, except as expressly set forth in this Agreement. “Applicable Laws” means all federal and state laws, treaties, rules, regulations, regulatory and supervisory guidance, directives, policies, orders or determinations of a regulatory authority applicable to the activities and obligations contemplated under this Agreement.

Acceptable Use; Prohibited Inputs. Customer is solely responsible for ensuring that all Input submitted to the Platform and all Output generated through Customer’s use of the Platform complies with all Applicable Laws and regulations. Customer agrees that it will not, and will not permit any third party to, submit to the Platform or use the Platform to generate Output (including any Custom Personas) containing or promoting any content that: (i) is defamatory, harassing, bullying, threatening, hateful, or abusive toward any individual or group on the basis of race, ethnicity, religion, gender, sexual orientation, disability, or any other protected characteristic; (ii) is sexually explicit, obscene, or pornographic; (iii) is deceptive, misleading, or fraudulent, including content designed for use in deceptive advertising, phishing, or impersonation of any person or entity; (iv) promotes, glorifies, or facilitates violence, terrorism, self-harm, or any illegal activity; (v) constitutes spam or unsolicited commercial communications; or (vi) violates any Applicable Laws or regulations, including those relating to intellectual property, privacy, data protection, or consumer protection.

Plans; Fees; Free Tier. Customer’s use of the Platform is subject to the plan selected via the applicable ordering page, online sign-up flow, or order form (“Plan”). Keyframe may offer a free or freemium tier (“Free Tier”) and one or more paid tiers; the applicable Plan may include usage caps, feature restrictions, throttling, overage charges, or upgrade requirements, each as described in the pricing page or applicable Order Form. Customer is responsible for all usage under its account, including usage by its authorized users and through Customer’s credentials and API keys. Keyframe may modify, suspend, or discontinue any Plan (including the Free Tier) consistent with this Agreement and the Order Forms.

Self-Serve Credit Card Billing. For self-serve Plans, Customer will provide a valid payment method (e.g., credit card) and authorizes Keyframe (and its payment processor) to charge all fees and taxes when due. Unless the Order Forms state otherwise, subscription components (if any) will be billed in advance on a recurring basis and usage-based components (including any overages) will be billed in arrears for the applicable billing period (and may be charged as usage accrues). Paid self-serve Plans automatically renew for successive billing periods until cancelled through the console or as otherwise described in the Order Forms; if a charge fails, Keyframe may retry the charge and Customer must promptly update its payment method.

Invoiced Billing. If Keyframe approves invoiced billing for Customer, Keyframe will invoice Customer in accordance with the applicable Order Form, and Customer will pay all undisputed amounts within thirty (30) days of the invoice date. Any purchase Order Forms are for administrative convenience only and will not modify this Agreement. Customer will notify Keyframe in writing of any good-faith dispute regarding an invoice within thirty (30) days of the invoice date and will timely pay all undisputed amounts while the parties work to resolve the dispute.

Prepaid Credits. Customer may prepay for usage credits (“Credits”) which may be applied toward usage of the Platform at the rates set forth on Keyframe’s pricing page. Except for documented billing errors or similar service issues attributed to Keyframe, all purchases of Credits are final and non-refundable, and Keyframe will not issue refunds or credits for any unused, partially used, or remaining Credits under any circumstances, including upon termination or expiration of Customer’s account. Keyframe reserves the right to modify the pricing or Credit redemption rates applicable to future Credit purchases upon reasonable notice, but any Credits purchased prior to such modification will be honored at the rates in effect at the time of purchase. Keyframe further reserves the right to expire and remove any unused Credits from Customer’s account if Customer’s account has been inactive for a period of twelve (12) consecutive months, provided that Keyframe shall provide Customer with no less than thirty (30) days’ prior written notice before any such expiration occurs.

Taxes; Price Changes; No Refunds. Fees are exclusive of all taxes, duties, levies, and similar governmental assessments (including sales, use, VAT/GST, and withholding taxes), and Customer is responsible for all such amounts other than taxes based on Keyframe’s net income; if withholding is required by law, Customer will gross up payments so Keyframe receives the invoiced amount, unless prohibited by law. Keyframe may change fees or introduce new fees upon prior notice (including by posting to the pricing page or in-product notice), effective as of the next billing period or as otherwise stated in the notice. Except as required by law or expressly stated in the Order Forms, all fees are non-cancellable and non-refundable.

Late Payments; Suspension. Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs. Keyframe may suspend or limit access to the Platform (including throttling, disabling API keys, or downgrading to the Free Tier) for non-payment of undisputed amounts after providing commercially reasonable notice and an opportunity to cure, unless Keyframe reasonably determines immediate suspension is necessary to protect the Platform or comply with Applicable Laws.

Termination of Agreement. You may stop using the Platform at any time with or without notice. This Agreement will remain in effect until terminated in accordance with this Section. Either party may terminate this Agreement for convenience upon written notice to the other; provided, however, that to the extent the parties have entered into one or more executed Order Forms with a stated term, such Order Form will remain in effect for its stated term unless earlier terminated in accordance with its terms or this Agreement, and termination of this Agreement will not, by itself, terminate any then-effective Order Form. Upon any termination or expiration of an Order Form (or this Agreement, if no Order Form is then in effect), Customer will promptly cease all use of the Platform under the terminated arrangement and, if applicable, any continued use must be pursuant to a then-effective Order Form or other written authorization from Keyframe. Keyframe may suspend or terminate Customer’s access to the Platform, or discontinue the Platform or any portion or feature thereof, at any time; provided that Keyframe will not terminate an unexpired Order Form for convenience unless the applicable Order Form expressly permits it, and any suspension or termination may be implemented immediately if Keyframe reasonably determines that Customer’s use poses a security risk, violates this Agreement, or materially degrades the Platform. Except as expressly set forth in an Order Form, Keyframe will have no liability or other obligation to Customer arising out of or relating to any termination, suspension, or discontinuance under this Section.

Effect of Termination. Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under this Agreement up to the date of termination or expiration. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, proprietary rights, indemnification, limitations of liability, and disclaimers.

Reservation of Rights. Keyframe and its licensors retain all right, title, and interest, including all intellectual property and proprietary rights, in and to the Platform, and all software, code, algorithms, protocols, interfaces, tools, documentation, data structures, and other technology underlying or embodied in, or used to provide, the Platform (collectively, “Keyframe Materials”). Except for the limited rights expressly granted to Customer under this Agreement, no rights or licenses are granted, whether by implication, estoppel, or otherwise. Keyframe expressly reserves all rights in and to the Keyframe Materials not expressly granted hereunder.

Confidential Information. Customer credentials (such as passwords, API keys, and client IDs) are intended to be used by you and identify you and your Keyframe account. You will keep your credentials confidential and make reasonable efforts to prevent and discourage third parties from using your credentials. Customer credentials may not be embedded in open source projects. Our communications to you and the Platform may contain Keyframe confidential information. Keyframe confidential information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without Keyframe’s prior written consent. Keyframe confidential information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose Keyframe confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.

Feedback. You may from time to time provide feedback (including suggestions, comments for enhancements, functionality or usability, etc.) (“Feedback”) to Keyframe regarding your experience using, and needs and integration requirements for, the Platform. Keyframe shall have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality, and you hereby grant Keyframe the full, unencumbered, royalty-free right to incorporate and otherwise fully exploit Feedback in connection with Keyframe’s products and services.

Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Keyframe may collect, generate, derive, retain, analyze, and compile data and information relating to the access to, use of, and performance of the Platform, including metrics, logs, and analytics (“Aggregated Statistics”). Keyframe owns all right, title, and interest in and to the Aggregated Statistics and may use, disclose, publish, commercialize, and otherwise exploit Aggregated Statistics for any lawful purpose, including to operate, improve, develop, secure, benchmark, market, and make available Keyframe’s products and services, and to publish industry or network metrics.

Governing Law. This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, or the parties’ relationship (each, a “Dispute”), shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws principles that would result in the application of the laws of any other jurisdiction.

Binding Arbitration; JAMS. Except as expressly set forth in Section 9(c) (Exceptions; Injunctive Relief), any Dispute shall be finally resolved by binding arbitration administered by JAMS in accordance with the JAMS Comprehensive Arbitration Rules and Procedures (or, if applicable, the JAMS Streamlined Arbitration Rules and Procedures), as in effect at the time the arbitration is commenced. The arbitration shall be seated in San Francisco, California, and conducted in English before one (1) arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Exceptions; Injunctive Relief. Notwithstanding anything to the contrary, either party may seek temporary, preliminary, or permanent injunctive relief (or other equitable relief) in any court of competent jurisdiction located in Los Angeles County, CA to prevent or enjoin actual or threatened misuse, infringement, or misappropriation of its intellectual property rights, confidential information, or proprietary rights, without the necessity of posting bond or proving actual damages to the extent permitted by Applicable Law. In addition, either party may bring an individual claim in small claims court in Los Angeles County, CA, if the claim qualifies.

Class Action Waiver. To the fullest extent permitted by Applicable Law, the parties agree that any Dispute will be brought and resolved on an individual basis only, and not as a plaintiff or class member in any purported class, collective, consolidated, coordinated, or representative action or proceeding. The arbitrator may not consolidate claims or preside over any form of representative or class proceeding.

Waiver of Jury Trial. To the fullest extent permitted by Applicable Law, each party hereby knowingly and irrevocably waives any right to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement or the Platform.

Exclusive Forum for Court Proceedings. To the extent any Dispute is not subject to arbitration under this Agreement, the parties agree to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco, CA and each party irrevocably submits to such jurisdiction and venue and waives any objection based on inconvenient forum.

Confidentiality. The arbitration, including the existence of the arbitration, all materials submitted, and all testimony and awards, shall be confidential and may not be disclosed except as necessary to conduct the arbitration, to enforce an award, or as required by Applicable Law.

Time Limit. To the fullest extent permitted by Applicable Law, any Dispute must be brought by you within one (1) year after the claim or cause of action first arose, or it is permanently barred.

Export Compliance. Customer will comply with the export laws and regulations of the United States, the European Union and other applicable jurisdictions in providing and using the Platform.

Publicity. Customer agrees that Keyframe may refer to Customer’s name, logo, and trademarks in Keyframe’s marketing materials and website; however, Keyframe will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email) not to be unreasonably withheld, conditioned, or delayed.

Third-Party Infrastructure. Customer acknowledges that the Platform relies on third-party infrastructure, hardware, and services, including cloud computing providers and GPU infrastructure providers (collectively, “Third-Party Infrastructure”), and that the availability, performance, and security of the Platform may be affected by the operation, maintenance, or failure of such Third-Party Infrastructure. Keyframe will use commercially reasonable efforts to maintain Platform availability but makes no representation or warranty regarding the performance or availability of any Third-Party Infrastructure, and Keyframe shall have no liability to Customer for any interruption, degradation, loss of data, or other harm arising out of or related to any failure, outage, or limitation of Third-Party Infrastructure, whether or not within Keyframe’s control.

Assignment; Delegation. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that Keyframe may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

Amendment; Waiver. Keyframe reserves the right in its sole discretion and at any time and for any reason to modify this Agreement. Any modifications to this Agreement shall become effective upon the date of posting. Your continued use of, or access to, the Platform after an update goes into effect will constitute acceptance of the update. If you do not agree with an update, you may stop using the Platform or terminate this Agreement. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any such waiver will apply only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise to, or is intended to give rise to any rights of any kind in favor of any third parties.

Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to you may be sent to the email address provided by you when you created your account with Keyframe. Notices to Keyframe must be sent to the following: 2450 Colorado Ave, STE 100E, Santa Monica, CA 90404, Attn: Legal.

Entire Agreement. This Agreement comprises the entire agreement between you and Keyframe with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Keyframe, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.