Enterprise Terms
of Service

Welcome, and thank you for your interest in Tavus Inc. (“Tavus”, “we”, “us” or “our”). These Enterprise Terms of Service (these “Terms”, and together with any Order Forms, the “Agreement”) govern your access to and use of the Tavus Platform, and related interfaces such as APIs or developer tools. The Tavus Platform includes a range of content generation and interactive media services. 

PLEASE READ THESE TERMS CAREFULLY. THE AGREEMENT GOVERNS THE USE OF THE TAVUS PLATFORM AND APPLIES TO ALL USERS ACCESSING THE TAVUS PLATFORM. BY ACCESSING OR USING THE TAVUS PLATFORM IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, OR ENTERING INTO AN ORDER FORM REFERENCING THESE TERMS, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT, (2) YOU ARE NOT BARRED FROM USING THE TAVUS PLATFORM UNDER THE LAWS OF THE UNITED STATES, OR ANY OTHER APPLICABLE JURISDICTION; AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT ON BEHALF OF THE ENTITY IDENTIFIED IN THE APPLICABLE ORDER FORM, AND ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE TAVUS PLATFORM.

TERMS AND CONDITIONS

1. DEFINITIONS. Capitalized terms will have the meanings set forth in this Section 1, or in the section where they are first used.
   
   1. “Access Protocols” means the API keys, passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access and use the Tavus Platform.
   2. “Tavus APIs” means the application programming interfaces, endpoints and related tools and specifications made available by Tavus to enable programmatic access to the Tavus Platform, including for submitting Customer Content, invoking features, or retrieving Media Files.
   3. “Authorized User” means each of Customer’s employees, agents, independent contractors, and/or service providers who are authorized to access and use the Tavus Platform pursuant to Customer’s rights under this Agreement.
   4. “Customer” or “You” means the entity identified in the applicable Order Form.
   5. “Customer Avatar” means a model created through the Tavus Platform, which is based on Seed Files submitted by Customer or on its behalf. A Customer Avatar may replicate the appearance, voice, mannerisms, or other characteristics of the individual depicted in the Seed Files and may be used to generate Media Files or Interactive Media Files.
   6. “Customer Content” means all data, video, audio, text, prompts, images, and other content or materials submitted to the Tavus Platform by Customer or on its behalf, including through a user interface or the Tavus APIs. Customer Content includes content originating from Customer’s End Users or third parties, such as voice data, facial movements, or behavioral inputs, submitted or transmitted to Tavus for use in connection with the Tavus Platform.
   7. “Documentation” means the technical materials provided by Tavus to Customer in hard copy or electronic form describing the use and operation of the Tavus Platform.
   8. “End User” means any individual or entity, other than an Authorized User, who interacts with or accesses one of Customer’s products or services that integrates with or relies on the Tavus Platform, and whose content, data, or inputs may be submitted to Tavus as Customer Content for processing.
   9. “Entitlement” means the particular scope of use and associated restrictions and limitations specified in the corresponding Order Form.
   10.  “Error” means a reproducible failure of the Tavus Platform to substantially conform to the Documentation. 
   11. “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world
   12. “Interactive Media File” means any audiovisual output generated by the Tavus Platform in real time in response to live inputs, including outputs generated through the Tavus Conversational feature using Customer Avatars or Stock Avatars.
   13. “LypSync” means the functionality available on the Tavus Platform that enables Customer to modify Customer Content, including by adjusting mouth movements in a video to align with audio, resulting in a Media File.
   14. “Media File” means any audiovisual output generated by the Tavus Platform, including content created using Customer Avatars or Stock Avatars, or by modifying Customer Content. Media Files include, without limitation, outputs generated through the Phoenix and LipSync features.
   15. “Order Form” means an order form that, is signed by both parties and references this Agreement.
   16. “Phoenix” means the functionality available on the Tavus Platform that enables Customer to (i) create Customer Avatars from Seed Files and (ii) generate Media Files by combining Customer Avatars or Stock Avatars with Customer Content.
   17. “Seed File” means the subset of Customer Content consisting of video, audio or other materials submitted by Customer or on its behalf for the purpose of creating a Customer Avatar through the Tavus Platform. 
   18. “Stock Avatar” means a model made available by Tavus through the Tavus Platform that is not based on Seed Files submitted by Customer or on its behalf. Stock Avatars may be used to generate Media Files or Interactive Media Files.
   19. “Supported Environment” means the minimum hardware, software, and connectivity configuration specified from time to time by Tavus as required to use the Tavus Platform. The current requirements are described in the Documentation
   20. “Tavus Conversational” means the functionality available on the Tavus Platform that enables Customer to generate Interactive Media Files using Customer Avatars or Stock Avatars in response to live or real-time inputs.
   21. “Tavus Platform” means the Tavus offering, accessible via its website and, where applicable, through Tavus provided APIs or developer interfaces. The Tavus Platform includes, without limitation, access to the Phoenix, Tavus Conversational, and LipSync features.
2. ACCOUNTS
   
   1. Creation. In order to access certain features of the Tavus Platform, Customer may be required to register an account on the Tavus Platform (an “Account”), or have a valid account on a third-party service through which Customer can connect to the Tavus Platform, as permitted by the Tavus Platform (each such account, a “Third-Party Account”).
   2. Access Through a Third-Party Service. The Tavus Platform may allow Customer to link its Account with a Third-Party Account by allowing Tavus to access Customer’s Third-Party Account, as is permitted under the applicable terms and conditions that govern Customer’s use of each Third-Party Account. Customer represents it is entitled to disclose its Third-Party Account login information to Tavus and/or grant Tavus access to its Third-Party Account without breach by Customer of any of the terms and conditions that govern Customer’s use of the applicable Third-Party Account and without obligating Tavus to pay any fees or making Tavus subject to any usage limitations imposed by such third-party service providers. CUSTOMER’S RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH CUSTOMER’S THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY CUSTOMER’S AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND TAVUS DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT CUSTOMER HAS SET IN SUCH THIRD-PARTY ACCOUNTS.
   3. Registration Data. In registering an account on the Tavus Platform, Customer shall: (i) provide true, accurate, current, and complete information about itself 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.
   4. Account. Notwithstanding anything to the contrary herein, Customer acknowledges and agrees that it has no ownership or other property interest in its Account, and Customer further acknowledges and agrees that all rights in and to its Account are and will forever be owned by and inure to the benefit of Tavus. Furthermore, Customer is responsible for all activities that occur under its Account. 
3. PROVISION OF THE TAVUS PLATFORM
   
   1. Access. Subject to Customer’s payment of the fees set forth in the applicable Order Form (“Fees”), Tavus will provide Customer with access to, and the functionality of, the Tavus Platform as described in the applicable Order Form. On or as soon as reasonably practicable after the Effective Date, Tavus will provide Customer with any necessary Access Protocols to enable Customer and its Authorized Users to access and use the Tavus Platform in accordance with this Agreement and the applicable Order Form. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Tavus Platform, and provide Tavus with prompt notification of any such unauthorized use known to Customer.  Customer is responsible for procuring and maintaining its own telecommunications or computer network hardware as required by Customer or any Authorized User to access the Tavus Platform from the Internet.
   2. Support Services. Subject to the terms and conditions of this Agreement, Tavus will exercise commercially reasonable efforts to (a) provide support for the use of the Tavus Platform to Customer, and (b) keep the Tavus Platform operational and available to Customer, in each case as set forth in the applicable Order Form.

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4. INTELLECTUAL PROPERTY
   
   1. License Grant. Subject to Customer’s compliance with the terms and conditions of this Agreement, Tavus grants Customer a non-exclusive, non-transferable (except as permitted under Section 12.4) license during the Term (as defined below), solely within the Supported Environment to: (a) access and use the Tavus Platform for Customer’s internal business purposes or to incorporate into Customer’s own products or services that are made available to End Users, solely in accordance with the Documentation; (b) use and reproduce a reasonable number of copies of the Documentation solely to support Customer’s authorized use of the Tavus Platform; and (c) integrate and use the Tavus APIs made available by Tavus into Customer’s websites or applications, for use by Customer’s End Users. Customer may permit any Authorized Users to access and use the features and functions of the Tavus Platform as contemplated by this Agreement.
   2. Restrictions. Customer will not, and will not permit any Authorized User or any of Customer’s end users to: (a) allow any third party to access the Tavus Platform or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the Tavus Platform or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Tavus Platform or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Tavus Platform, except as permitted by law; (e) intentionally interfere in any manner with the operation of the Tavus Platform or the hardware and network used to operate the Tavus Platform; (f) modify, copy or make derivative works based on any part of the Tavus Platform or Documentation; (g) access or use the Tavus Platform to build a similar or competitive product or service; (h) attempt to access the Tavus Platform through any unapproved interface; or (i) otherwise use the Tavus Platform or Documentation in any manner that exceeds the scope of use permitted under Section 4.1 or in a manner inconsistent with applicable law, the Documentation, or this Agreement. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Tavus or its licensors on the Tavus Platform.
   3. Ownership of the Tavus Platform. The Tavus Platform and Documentation, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Tavus and its licensors. All rights in and to the Tavus Platform and Documentation not expressly granted to Customer in this Agreement are reserved by Tavus and its licensors. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Tavus Platform, Documentation, or any part thereof.
   4. Feedback. Customer hereby grants Tavus a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Tavus Platform any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including its Authorized Users, relating to the Tavus Platform. Tavus will not identify Customer as the source of any such feedback.
5. FEES AND PAYMENTS
   
   1. Fees. In consideration for the access rights granted to Customer by Tavus under this Agreement, Customer will pay to Tavus the Fees in the amounts and in accordance with the terms set forth in the applicable Order Form. By providing Tavus and/or its Third-Party Service providers with Customer’s payment information, Customer agrees that Tavus and/or its Third-Party Service Providers are authorized to charge Customer for all Fees due and payable to Tavus hereunder and that no additional notice or consent is required. Unless stated otherwise in the applicable Order Form, Tavus reserves the right to modify the Fees payable hereunder upon written notice to Customer at least sixty (60) days prior to the end of the then-current term. Tavus reserves the right (in addition to any other rights or remedies Tavus may have) to discontinue and suspend Customers’ and all Authorized Users’ access to the Tavus Platform if any Fees are more than thirty (30) days overdue until such amounts are paid in full. Customer will maintain complete, accurate and up-to-date Customer billing and contact information at all times.
   2. Third-Party Service Provider. Tavus uses Stripe, Inc. and Orb, Inc. as its third-party service providers for payment services (e.g., card acceptance, merchant settlement, and related services) (each a “Third-Party Service Provider”). If Customer makes a purchase on the Tavus Platform, Customer will be required to provide its payment details and any additional information required to complete its order directly to a Tavus Third-Party Service Provider. Customer agrees to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/ssa) and hereby consents and authorizes Tavus and Stripe to share any information and payment instructions Customer provides with one or more Third-Party Service Provider(s) to the minimum extent required to complete Customer’s transactions. Please note that online payment transactions may be subject to validation checks by our Third-Party Service Providers and Customer’s card issuer, and Tavus is not responsible if Customer’s card issuer declines to authorize payment for any reason. For Customer’s protection, Tavus’ Third-Party Service Providers use various fraud prevention protocols and industry standard verification systems to reduce fraud and Customer authorizes them, as applicable, to verify and authenticate Customer’s payment information. Customer’s card issuer may charge Customer an online handling fee or processing fee. Tavus is not responsible for this. In some jurisdictions, Tavus’ Third-Party Service Providers may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.
   3. Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Tavus’ income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Tavus Platform to Customer under this Agreement, or the licenses granted herein to Customer. Customer will make all payments of Fees to Tavus free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Tavus will be Customer’s sole responsibility, and Customer will provide Tavus with official receipts issued by the appropriate taxing authority, or such other evidence as Tavus  may reasonably request, to establish that such taxes have been paid. 
   4. Interest. Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.
6. CUSTOMER RESPONSIBILITIES
   
   1. Customer Responsibility for Customer Content. Customer is solely responsible for the accuracy, quality and legality of all Customer Content, including any Seed Files submitted by Customer or on its behalf, as well as all Customer Avatars, Media Files, and Interactive Media Files generated through Customer’s use of the Tavus Platform. Customer represents and warrants that is has obtained, or will obtain, all rights, licenses, consents, and permissions necessary (including from Customer’s End Users, as applicable) to submit Customer Content to the Tavus Platform and to permit Tavus to process such content as necessary to provide the Tavus Platform and perform its obligations under this Agreement, including generating Customer Avatars, Media Files, and Interactive Media Files. Customer is solely responsible for ensuring that all notices are given, and all rights and authorizations are obtained, under applicable laws (including, without limitation, data privacy, data protection, or biometrics laws) for Tavus to collect, use, process, store, and disclose Customer Content and any outputs generated from it. This includes, as applicable: (i) explicit consents required for the processing of biometric data; (ii) all notices, consents, and written releases from individuals whose likeness, voice, or biometric identifiers are included in Customer Content; and (iii) all consents required to process personal information under applicable data privacy laws.
   2. Customer Responsibility for Use of Generated Files. Customer is solely responsible for all uses of Media Files and Interactive Media Files generated through Customer’s use of the Tavus Platform, including any consequences of their creation, use, sharing, display or distribution. Customer acknowledges that Tavus does not control or review any Customer Content, Media Files, or Interactive Media Files, and disclaims all liability arising from such content or its use. Without limiting the foregoing, Customer is solely responsible for ensuring that no Media File or Interactive Media File (a) impersonates any individual without their consent; (b) misrepresents affiliation, sponsorship, or authorship; (c) violates any third party’s rights of publicity, privacy, or reputation; or (d) causes harm, offense, or confusion.
   3. Ownership of Customer Content and Outputs. As between Customer and Tavus, Customer (or its End Users, as applicable) own all right, title, and interest in and to all Customer Content, including any Seed Files submitted by Customer, its Authorized Users, or its End Users, as well as any Media Files or Interactive Media Files generated through Customer’s use of the Tavus Platform, and all associated Intellectual Property Rights. Tavus does not claim ownership of any Customer Content or of any Media Files or Interactive Media Files created on your behalf. Except as expressly provided in this Agreement, all rights in and to the Customer Content, Seed Files, Media Files, and Interactive Media Files are reserved by you or your End Users, as applicable. For clarity, Customer Avatars are generated using Seed Files and managed solely within the Tavus Platform. They are not made available for download, transfer, or independent use outside the Tavus Platform. 
   4. License to Tavus. Customer hereby grants Tavus a non-exclusive, worldwide, royalty-free license to use (a) Customer Content (including any Seed Files) to generate Media Files and Interactive Media Files, as requested by Customer or its Authorized Users; and (b) Customer Content,  Media Files, and Interactive Media Files to provide Customer with the functionality of the Tavus Platform, and to improve Tavus’ products and services, including the Tavus Platform. Customer also grants Tavus a license to use any trademarks, service marks, or logos included in Customer Content as necessary to fulfill its requests or deliver the functionality of the Tavus Platform, including in generating Media Files or Interactive Media Files. Tavus may collect and use aggregated and/or de-identified usage data regarding Customer’s (and its End Users’) use of the Tavus Platform to: (i) improve the Tavus Platform and Tavus’ related products and services; (ii) provide analytics and benchmarking services; and (iii) generate and disclose statistics regarding use of the Tavus Platform, provided that no customer-identifiable statistics will be disclosed to third parties without Customer’s consent. 
   5. Customer Warranties and Platform Use Restrictions. Customer represents and warrants that any Customer Content provided to Tavus through the Tavus Platform will not (a) be deceptive, defamatory, obscene, pornographic or unlawful; (b) intentionally contain any viruses, worms or other malicious computer programming codes intended to damage Tavus’ systems or data; or (c) otherwise violate the rights of a third party, including without limitation any privacy or publicity rights. Additional responsibilities related to the use of generated content are set forth in Section 6.2. Customer agrees that any use of the Tavus Platform contrary to or in violation of the representations and warranties of Customer in this Section 6.5 constitutes unauthorized and improper use of the Tavus Platform. Any breach of this Section 6.5 gives Tavus the right to suspend Customer’s access to the Tavus Platform and terminate this Agreement immediately. 
   6. Customer Responsibility for Data and Security. Customer and its Authorized Users may have access to Customer Content and Media Files on the Tavus Platform. If so, Customer will be responsible for any and all changes or deletions to such content made by Customer or its Authorized Users, or by Tavus at Customer’s or its Authorized Users’ request. Customer is responsible for the security of all Tavus API keys and other Access Protocols required to  access the Tavus Platform. Customer may have the ability to download Media Files out of the Tavus Platform and is encouraged to make its own back-ups. Tavus is not obligated to back up any Customer Content, Media Files, or Interactive Media Files. Customer is solely responsible for creating backup copies of any Customer Content or Media Files it wants to preserve, at Customer’s sole cost and expense.
7. WARRANTIES AND DISCLAIMERS
   
   1. Limited Warranty. Tavus represents and warrants that it will provide the Tavus Platform and perform its obligations under this Agreement in a professional and workmanlike manner substantially consistent with general industry standards. Provided that Customer notifies Tavus in writing of the breach within thirty (30) days following defective performance of the Tavus Platform and specifies the breach in reasonable detail, Tavus will, as Customer’s sole and exclusive remedy, for any breach of the foregoing, re-perform the functionality on the Tavus Platform which gave rise to the breach or, at Tavus’ option, refund the fees paid by Customer for access to the Tavus Platform which gave rise to the breach. Tavus further warrants to Customer that the Tavus Platform will operate free from Errors during the Term, provided that such warranty will not apply to the extent such failures arise, in whole or in part, from (a) any use of the Tavus Platform not in accordance with this Agreement or as specified in the Documentation; (b) any use of the Tavus Platform in combination with other products, equipment, software or data not supplied by Tavus; or (c) any modification of the Tavus Platform by any person other than Tavus or its authorized agents. Provided that Customer notifies Tavus in writing of any breach of the foregoing warranty during the Term, Tavus will, as Customer’s sole and exclusive remedy, provide the support described in Section 3.2. 
   2. Disclaimer. THE LIMITED WARRANTY SET FORTH IN SECTION 7.1 IS MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TAVUS PLATFORM AND DOCUMENTATION ARE PROVIDED “AS IS,” AND TAVUS MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. TAVUS DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE TAVUS PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. 
8. LIMITATION OF LIABILITY
   
   1. Disclaimer of Certain Damages. EXCEPT FOR BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS IN SECTION 9 AND A PARTY’S LIABILITY UNDER ITS INDEMNIFICATION OBLIGATIONS IN SECTION 10, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.  
   2. Liability Cap. EXCEPT FOR BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS IN SECTION 9 AND A PARTY’S LIABILITY UNDER ITS INDEMNIFICATION OBLIGATIONS IN SECTION 10, THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE SUM OF ALL FEES PAID AND PAYABLE BY CUSTOMER TO TAVUS DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL TAVUS’ LICENSORS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS EMPLOYEES OR AGENTS OR FOR DEATH OR PERSONAL INJURY.
   3. Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 8 will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set, and the Agreement entered into, in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties. 
9. CONFIDENTIALITY
   
   1. Confidential Information. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. The Tavus Platform, Documentation, and all enhancements and improvements thereto will be considered Tavus’ Confidential Information.
   2. Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information, as applicable, to Authorized Users or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in at least the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence. 
   3. Exceptions. The confidentiality obligations set forth in Section 9.2 will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
10. INDEMNIFICATION

10.1 By Tavus. Tavus will defend at its expense any suit brought against Customer, and will pay any settlement Tavus makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Tavus Platform infringes such third party’s patents, copyrights, trademarks or trade secret rights. If any portion of the Tavus Platform becomes, or in Tavus’ opinion is likely to become, the subject of a claim of infringement, Tavus may, at Tavus’ option: (a) procure for Customer the right to continue using the Tavus Platform; (b) replace the Tavus Platform with non-infringing software or services which do not materially impair the functionality of the Tavus Platform; (c) modify the Tavus Platform so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Tavus Platform and Documentation. Notwithstanding the foregoing, Tavus will have no obligation under this Section 10.1 or otherwise with respect to any infringement claim based upon (i) any use of the Tavus Platform not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Tavus Platform in combination with other products, equipment, software or data not supplied by Tavus; or (iii) any modification of the Tavus Platform by any person other than Tavus or its authorized agents (collectively, the “Exclusions” and each, an “Exclusion”). This Section 10.1 states the sole and exclusive remedy of Customer and the entire liability of Tavus, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions described herein.

10.2 By Customer. Customer will defend at its expense any suit brought against Tavus, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim made by a third party arising out of or relating to: (a) an Exclusion; (b) an allegation that Customer Content infringes such third party’s patents, copyrights, trademarks or trade secret rights; (c) Customer’s breach of its obligations under Section 6.1; or (d) an allegation that a Media File or Interactive Media File created pursuant Customer’s, or its Authorized Users’, or its End Users’ instructions violates or infringes such third party’s rights. This Section 10.2 states the sole and exclusive remedy of Tavus and the entire liability of Customer, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein.

10.3 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; provided, however, that any delay in providing such notice shall not relieve the indemnifying party of its obligations under this Section 10 except to the extent that the indemnifying party is materially prejudiced by such delay; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit. 

11. TERM AND TERMINATION
    
    1. Term. This Agreement will begin on the Effective Date and continue in full force and effect for as long as any Order Form remains in effect, unless earlier terminated in accordance with this Agreement (the “Term”). Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the effective date set forth in such Order Form and continue in full force and effect for a period of one (1) year, unless earlier terminated in accordance with this Agreement. Thereafter, an Order Form will automatically renew for additional terms of one (1) year unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the expiration of the then-current term.
    2. Termination for Breach. Either party may terminate this Agreement or any Order Form immediately upon written notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach. 
    3. Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, as set forth in the Section 9; and (c) any amounts owed to Tavus under this Agreement will become immediately due and payable. Sections 1, 2, 4.2, 4.3, 4.4, 5, 6.1, 6.2, 6.3, 7.2, 8, 9, 10, 11.3, and 12 will survive expiration or termination of this Agreement for any reason.
    4. Data Extraction and Deletion.  Customer may download Media Files during the Term of this Agreement. Tavus may, but is not required to, allow Customer to download Media Files after expiration of the Term. To request deletion of a Customer Avatar, Customer may contact Tavus at support@tavus.io. 
12. MISCELLANEOUS
    
    1. Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for Santa Clara County, California, for any lawsuit filed there against Customer by Tavus arising from or related to this Agreement. 
    2. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. 
    3. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    4. No Assignment. Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns. 
    5. Compliance with Law. Customer will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its use of the Tavus Platform and Documentation.
    6. Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
    7. Publicity; Marketing. Upon the written agreement of Customer (in its sole discretion), the parties agree to collaborate in good faith with respect to any public statements regarding the relationships contemplated by this Agreement, and to allow each other to use each other’s names, logos, and trademarks (“Marks”) on a case-by-case basis, for marketing purposes, solely as confirmed in writing by an authorized representative of the other party. Use of each other’s Marks shall at all times comply with the applicable party’s then current guidelines for use of such Marks. If a party has approved the use of its Marks by the other party, such party may revoke its authorization for the use of its Marks upon written notice to the other party. 
    8. Independent Contractors. Customer’s relationship to Tavus is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will not have, and will not represent to any third party that it has, any authority to act on behalf of the other party.
    9. Notices. All notices required or permitted under this agreement must be delivered in writing, if to Tavus, by emailing support@tavus.io and if to Customer by emailing the Customer Point of Contact email address listed on the Cover Page, provided, however, that with respect to any notices relating to breaches of this Agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed on the Cover Page by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.
    10. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.
    11. Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and Tavus.