Terms of Service
Welcome, and thank you for your interest in Tavus Inc. (“Tavus”, “we”, “us” or “our”). These Terms of Service (these “Terms”, and together with any applicable Supplemental Terms (as defined in Section 3.2 (Supplemental Terms)), the “Agreement”) govern your access to and use of the Tavus Platform, our software-as-a-service offering made available through our website and, where applicable, related interfaces such as APIs or developer tools. The Tavus Platform includes a range of content generation and interactive media services. If you or the organization you represent have signed a separate Master Services Agreement with Tavus, then that agreement and not these Terms control your use of the Tavus Platform.
PLEASE READ THIS AGREEMENT CAREFULLY. THIS 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, OR COMPLETING THE ACCOUNT REGISTRATION PROCESS, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH TAVUS, (3) YOU ARE NOT BARRED FROM USING THE TAVUS PLATFORM UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE TAVUS PLATFORM ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. 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 TAVUS PLATFORM.
IF YOU SUBSCRIBE TO ANY FEATURE OR FUNCTIONALITY OF THE TAVUS PLATFORM FOR A TERM (THE “INITIAL TERM”), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT TAVUS’ THEN-CURRENT FEE FOR SUCH FEATURES AND FUNCTIONALITY UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 5.3(a) (AUTOMATIC RENEWAL) BELOW.
SECTION 12 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND TAVUS. AMONG OTHER THINGS, SECTION 12 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 12 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 12 (ARBITRATION AGREEMENT) CAREFULLY.
UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 12) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 12.10 (30-DAY RIGHT TO OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE TAVUS PLATFORM WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
THE AGREEMENT IS SUBJECT TO CHANGE BY TAVUS IN ITS SOLE DISCRETION AT ANY TIME AS SET FORTH IN SECTION 14.1 (AGREEMENT UPDATES).
1. DEFINITIONS. Capitalized terms will have the meanings set forth in this Section 1, or in the section where they are first used.
1.1 “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 you or your Authorized Users to access and use the Tavus Platform.
1.2 “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.
1.3 “Authorized User” means each of your employees, agents, independent contractors, and/or service providers who are authorized to access and use the Tavus Platform pursuant to your rights under this Agreement.
1.4 “Customer” means a model created through the Tavus Platform, which is based on Seed Files submitted by you or on your 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.
1.5 “Customer Content” means all data, video, audio, text, prompts, images, and other content or materials submitted to the Tavus Platform by you or on your behalf, including through a user interface or the Tavus APIs. Customer Content includes content originating from your 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.
1.6 “Documentation” means the technical materials provided by Tavus to you in hard copy or electronic form describing the use and operation of the Tavus Platform.
1.7 “End User” means any individual or entity, other than an Authorized User, who interacts with or accesses one of your 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.
1.8 “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.
1.9 “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.
1.10 “LipSync” means the functionality available on the Tavus Platform that enables you to modify Customer Content, including by adjusting mouth movements in a video to align with audio, resulting in a Media File.
1.11 “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.
1.12 “Phoenix” means the functionality available on the Tavus Platform that enables you to (i) create Customer Avatars from Seed Files and (ii) generate Media Files by combining Customer Avatars or Stock Avatars with Customer Content.
1.13 “Seed File” means the subset of Customer Content consisting of video, audio or other materials submitted by you or on your behalf for the purpose of creating a Customer Avatar through the Tavus Platform.
1.14 “Stock Avatar” means a model made available by Tavus through the Tavus Platform that is not based on Seed Files submitted by you or on your behalf. Stock Avatars may be used to generate Media Files or Interactive Media Files.
1.15 “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.
1.16 “Tavus Conversational” means the functionality available on the Tavus Platform that enables you to generate Interactive Media Files using Customer Avatars or Stock Avatars in response to live or real-time inputs.
1.17 “Tavus Platform” means Tavus’ software-as-a-service offering, accessible via our 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
2.1 Creation. In order to access certain features of the Tavus Platform, you 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 you can connect to the Tavus Platform, as permitted by the Tavus Platform (each such account, a “Third-Party Account”).
2.2 Access Through a Third-Party Service. The Tavus Platform may allow you to link your Account with a Third-Party Account by allowing Tavus to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent you are entitled to disclose your Third-Party Account login information to Tavus and grant Tavus access to your Third-Party Account without breach by you of any of the terms and conditions that govern your 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. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR 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 YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.
2.3 Registration Data. In registering an account on the Tavus Platform, 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.
2.4 Account. Notwithstanding anything to the contrary herein, you acknowledge and 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 Tavus. Furthermore, you are responsible for all activities that occur under your Account.
3. PROVISION OF THE TAVUS PLATFORM
3.1 Access. Subject to your compliance with the terms and conditions of this Agreement, Tavus will provide you with access to and the functionality of the Tavus Platform. Tavus will provide you with the necessary Access Protocols to allow you and your Authorized Users to access and use the Tavus Platform. You 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 you.
3.2 Supplemental Terms. Your use of, and participation in, certain features and functionality of the Tavus Platform may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms will either be set forth in the applicable supplemental service or presented to you for your acceptance when you sign up to use the supplemental service. If these Terms are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental service.
3.3 Hosting. Tavus will, at its own expense, provide for the hosting of the Tavus Platform. You are responsible for procuring and maintaining your own telecommunications or computer network hardware as required by you or your Authorized User to access the Tavus Platform from the Internet.
3.4 Updates. You understand that the Tavus Platform is evolving. You acknowledge and agree that Tavus may update the Tavus Platform with or without notifying you. You may need to update third-party software from time to time in order to continue to use the Tavus Platform. Any future release, update or other addition to the Tavus Platform shall be subject to this Agreement.
4. INTELLECTUAL PROPERTY
4.1 License Grant. Subject to your compliance with the terms and conditions of this Agreement, Tavus grants you a non-exclusive, non-transferable (except as permitted under Section 12.6) license during the Term (as defined below), solely within the Supported Environment to (a) access and use the Tavus Platform for your personal use, internal business purposes, or to incorporate into your 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 your authorized use of the Tavus Platform; and (c) integrate and use the Tavus APIs made available by Tavus into your websites and/or applications, for use by your End Users. You may permit any Authorized Users to access and use the features and functions of the Tavus Platform as contemplated by this Agreement.
4.2 License Restrictions. You will not, and will not permit any Authorized User or any of your 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. You will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Tavus or its licensors on the Tavus Platform.
4.3 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 you 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 you regarding the Tavus Platform, Documentation, or any part thereof.
4.4 Feedback. You hereby grant 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 you, including your Authorized Users, relating to the Tavus Platform. Tavus will not identify you as the source of any such feedback.
5. FEES AND EXPENSES; PAYMENTS
5.1 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 you make a purchase on the Tavus Platform, you will be required to provide your payment details and any additional information required to complete your order directly to a Tavus Third-Party Service Provider. You agree 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 consent and authorize Tavus and Stripe to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by our Third-Party Service Providers and your card issuer, and Tavus is not responsible if your card issuer declines to authorize payment for any reason. For your protection, Tavus’ Third-Party Service Providers use various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize them, as applicable, to verify and authenticate your payment information. Your card issuer may charge you 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.
5.2 Payment. You shall pay all fees or charges (“Fees”) to your Account in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable. By providing Tavus and/or our Third-Party Service Provider with your payment information, you agree that Tavus and/or our Third-Party Service Provider is authorized to immediately invoice your Account for all Fees due and payable to Tavus hereunder and that no additional notice or consent is required. You shall immediately notify Tavus of any change in your payment information to maintain its completeness and accuracy. Tavus reserves the right at any time to change its prices and billing methods in its sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to Tavus and/or our Third-Party Service Provider or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement, all Fees for the Tavus Platform are non-refundable.
5.3 Subscriptions. If you purchase access to certain features and functionality of the Tavus Platform on a time-limited basis (a “Subscription”), the Fee for such Subscription (“Service Subscription Fee”) will be billed at the start of the Subscription (“Subscription Service Commencement Date”) and at regular intervals in accordance with your elections at the time of purchase. Tavus reserves the right to change the timing of our billing. Tavus reserves the right to change the Subscription pricing at any time in accordance with Section 14.1 (Agreement Updates). If changes to the Subscription price occur that impact your Subscription, Tavus will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your Account. If you do not agree with such changes, you may cancel your Subscription as set forth in Section 5.3(a)(i) (Cancelling Subscriptions).
(a) Automatic Renewal. If you elect to purchase a Subscription, your Subscription will continue and automatically renew at Tavus’ then-current price for such Subscription until terminated in accordance with this Agreement. The frequency at which your Subscription renews (i.e., weekly, monthly, annually, etc.) will be designated at the time at you sign up for the Subscription. By subscribing, you authorize Tavus to charge the payment method designated in your Account now, and again at the beginning of any subsequent Subscription period. Upon renewal of your Subscription, if Tavus does not receive payment, (i) you shall pay all amounts due on your Account upon demand and/or (ii) you agree that Tavus may either terminate or suspend your Subscription and continue to attempt to charge your designated payment method until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).
(i) Cancelling Subscriptions. You may cancel your Subscription by logging into and going to the “Change/Cancel Membership” section of your “Billing Portal/Account Settings” page. If you do not wish your Account to renew automatically, or if you want to change or terminate your Subscription, you must log in and go to the “Change/Cancel Membership” section of your “Billing Portal/Account Settings” page.
(ii) Effect of Cancellation. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Service Subscription Fee paid for the then-current Subscription period.
(b) Upgrades and Downgrades. If you choose to upgrade your Subscription in the middle of a Subscription period, such upgrade will take effect immediately and any incremental fees associated with such upgrade will be charged in accordance with this Agreement. In any future Renewal Term, the fees will reflect any such upgrades. If you choose to downgrade a Subscription, the downgrade will take effect as of the first day of the next Renewal Term. Downgrading a Subscription may cause loss of content, features, or capacity of the Tavus Platform as available, and Tavus does not accept any liability for such loss.
5.4 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 you 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 you under this Agreement, or the licenses granted herein to you. You 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 your sole responsibility, and you 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.
5.5 Free Trials and Promotional Access. Any free trial or other promotion that provides users access to the Tavus Platform must be used within the specified time of the trial. At the end of the trial or promotional period, your use of the Tavus Platform will automatically roll into a paid Subscription at our then-current Service Subscription Fees, and you will be charged for such Subscription as set forth in Section 5.4 (Subscriptions) if you do not cancel prior to the Subscription Service Commencement Date. If you are inadvertently charged for a Subscription and provide us with written notice of the error, Tavus will have the charges reversed.
6. CUSTOMER RESPONSIBILITIES
6.1 Customer Responsibility for Customer Content. You are solely responsible for the accuracy, quality and legality of all Customer Content, including any Seed Files submitted by you or on your behalf, as well as all Customer Avatars, Media Files, and Interactive Media Files generated through your use of the Tavus Platform. You represent and warrant that you have obtained, or will obtain, all rights, licenses, consents, and permissions necessary (including from your End Users, as applicable) to submit Customer Content to the Tavus Platform and to permit Tavus to generate Customer Avatars, Media Files, and Interactive Media Files from that content. You are 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.
6.2 Customer Responsibility for Use of Generated Files. You are solely responsible for all uses of Media Files and Interactive Media Files generated through your use of the Tavus Platform, including any consequences of their creation, use, sharing, display or distribution. You acknowledge 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, you are 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.
6.3 Ownership of Customer Content and Outputs. As between you and Tavus, you (or your End Users, as applicable) own all right, title, and interest in and to all Customer Content, including any Seed Files submitted by you, your Authorized Users, or your End Users, as well as any Media Files or Interactive Media Files generated through your 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.
6.4 License to Tavus. You hereby grant Tavus a non-exclusive, worldwide, perpetual, royalty-free and fully paid license to use (a) Customer Content (including any Seed Files) to generate Media Files and Interactive Media Files, as requested by you or your Authorized Users; and (b) Customer Content, Media Files, and Interactive Media Files to provide you with the functionality of, and to maintain and improve, Tavus’ products and services, including the Tavus Platform. You also grant Tavus a license to use any trademarks, service marks, or logos included in Customer Content as necessary to fulfill your 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 your (and your 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 your consent.
6.5 Customer Warranties and Platform Use Restrictions. You represent and warrant 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. You agree that any use of the Tavus Platform contrary to or in violation of your representations and warranties 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 your access to the Tavus Platform and terminate this Agreement immediately.
6.6 Customer Responsibility for Data and Security. You and your Authorized Users may have access to the Customer Content and Media Files on the Tavus Platform. If so, you will be responsible for any and all changes or deletions to such content made by you or your Authorized Users, or by Tavus at your or your Authorized Users’ request. You are responsible for the security of all Tavus API keys and other Access Protocols required to access the Tavus Platform. You may have the ability to download Media Files out of the Tavus Platform and are encouraged to make your own back-ups. Tavus is not obligated to back up any Customer Content, Media Files, or Interactive Media Files. You are solely responsible for creating backup copies of any Customer Content or Media Files you want to preserve, at your sole cost and expense.
7. DISCLAIMER OF WARRANTIES
7.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE TAVUS PLATFORM IS AT YOUR SOLE RISK, AND THE TAVUS PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE TAVUS PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE TAVUS PLATFORM.
(a) THE TAVUS PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE TAVUS PLATFORM WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICE); (2) YOUR USE OF THE TAVUS PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE TAVUS PLATFORM WILL BE ACCURATE OR RELIABLE.
(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE TAVUS PLATFORM IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE TAVUS PLATFORM, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) FROM TIME TO TIME, TAVUS MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPIREMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT TAVUS’ SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
8. LIMITATION OF LIABILITY
8.1 Disclaimer of Certain Damages. IN NO EVENT WILL THE TAVUS PARTIES BE LIABLE TO YOU 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 TAVUS 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. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF A TAVUS PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A TAVUS PARTY’S NEGLIGENCE; OR FOR (A) ANY INJURY CAUSED BY A TAVUS PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
8.2 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TAVUS PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (I) THE TOTAL AMOUNT PAID TO TAVUS BY YOU DURING THE THREE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (II) $100; OR (III) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF A TAVUS PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A TAVUS PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A TAVUS PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
8.3 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TAVUS AND YOU.
9. CONFIDENTIALITY
9.1 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.
9.2 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.
9.3 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 Indemnity. You will defend at your own expense any suit brought against Tavus, Tavus’ affiliates, and its and their respective officers, directors, employees, and agents (each, a “Tavus Party” and collectively, the “Tavus Parties”), from any third party claim, suit or proceeding brought against any of the Tavus Parties arising or related to: (a) any use of the Tavus Platform by you, your Authorized Users, or your End Users that is 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; (c) any allegation that Customer Content (including Seed Files) provided by you, your Authorized Users, or your End Users infringes, misappropriates, or otherwise violates a third party’s intellectual property rights, publicity rights, privacy rights, or other proprietary rights; (d) any breach of your obligations under Section 6.1; (e) any allegation that a Media File or Interactive Media File created pursuant to your or your Authorized Users’ or End Users’ instructions violates, infringes or otherwise violates a third party’s rights; or (f) any violation of any applicable laws, rules or regulations by you, your Authorized Users, or your End Users (collectively, “Claims”), and shall pay those amounts (including damages, interest, costs, and attorneys’ fees) finally awarded by a court of competent jurisdiction against the Tavus Parties or payable pursuant to a settlement agreed to by the you with respect to such Claim. Tavus reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Tavus in asserting any available defenses. This provision does not require you to indemnify any of the Tavus Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Tavus Platform provided hereunder. You agree that the provisions in this Section will survive any termination of your Account, this Agreement and/or your access to the Tavus Platform.
11. TERM AND TERMINATION
11.1 Term. The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above), and continues in full force and effect while you use the Tavus Platform, unless terminated earlier in accordance with this Agreement.
11.2 Termination by Tavus. The Service Subscription Fee for the Tavus Platform is non-refundable. If you have materially breached any provision of this Agreement, or if Tavus is required to do so by law (e.g., where the provision of the Tavus Platform is, or becomes, unlawful), Tavus has the right to, immediately and without notice, suspend or terminate any service provided to you. Tavus reserves the right to terminate this Agreement and your access to the Tavus Platform at any time without cause upon notice to you. You agree that all terminations for cause are made in Tavus’ sole discretion and that Tavus shall not be liable to you or any third party for any termination of your Account.
11.3 Termination by You. If you want to terminate this Agreement, you may do so by closing your Account for the Tavus Platform. ANY SUCH TERMINATION WILL BE EFFECTIVE AT THE END OF THE THEN-CURRENT TERM OF ANY AND ALL OF THE SUBSCRIPTIONS AS SET FORTH IN SECTION 5.3(a) (AUTOMATIC RENEWAL), WHICH WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 5.3(a) (AUTOMATIC RENEWAL).
11.4 Effect of Termination. Upon termination of your access to the Tavus Platform or the applicable feature or functionality thereof, your right to use the Tavus Platform or the applicable feature or functionality thereof will automatically terminate, and we may delete the Customer Content associated therewith from our live databases. To request deletion of Customer Content and other data associated with your Account, you must contact us at support@tavus.io. If we terminate your Account for cause, we may also bar your further use or access to the Tavus Platform. Tavus will not have any liability whatsoever to you for any suspension or termination, including for deletion of Customer Content. All provisions of this Agreement which by their nature should survive, will survive termination of your access to the Tavus Platform, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
11.5 No Subsequent Registration. If this Agreement is terminated for cause by Tavus or if your Account or ability to access the Tavus Platform is discontinued by Tavus due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Tavus Platform through use of a different member name or otherwise.
12. ARBITRATION AGREEMENT. Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with Tavus and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
12.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Tavus agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Tavus Platform, any communications you receive, any products sold or distributed through the Tavus Platform or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Tavus may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Tavus may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.
12.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and Tavus. If that occurs, Tavus is committed to working with you to reach a reasonable resolution. You and Tavus agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Tavus therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Tavus that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to support@tavus.io or regular mail to our offices located at 2261 Market Street STE 86391, San Francisco, CA 94114. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
12.3 Waiver of Jury Trial. YOU AND TAVUS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Tavus are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 12.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
12.4 Waiver of Class and Other Non-Individualized Relief. YOU AND TAVUS AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 12.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 12.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Tavus agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Tavus from participating in a class-wide settlement of claims.
12.5 Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Tavus agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and Tavus otherwise agree, or the Batch Arbitration process discussed in Section 12.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.
You and Tavus agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
12.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 12.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.
12.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 12.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 12.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 12.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 12.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 12.9 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
12.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Tavus need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
12.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Tavus agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Tavus by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Tavus.
You and Tavus agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
12.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 2261 Market Street STE 86391, San Francisco, CA 94114, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
12.11 Invalidity, Expiration. Except as provided in Section 12.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Tavus as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
12.12 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Tavus makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Tavus at 2261 Market Street STE 86391, San Francisco, CA 94114, your continued use of the Tavus Platform, including the acceptance of products and services offered on the Tavus Platform following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Tavus Platform, any communications you receive, any products sold or distributed through the Tavus Platform or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Tavus will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
13. PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY RIGHT INFRINGEMENT. It is Tavus’ policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Tavus by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Tavus Platform in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (iii) a description of the location on the Tavus Platform of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf. Contact information for Tavus’ designated agent for notice of claims of infringement is as follows:
Tavus Inc
2261 Market Street
STE 86391
San Francisco, CA 94114
14. MISCELLANEOUS
14.1 Agreement Updates. When changes are made, Tavus will make a new copy of these Terms and/or Supplemental Terms, as applicable, available on the Tavus Platform, and we will also update the “Last Updated” date at the top of this Agreement. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account. Tavus may require you to provide consent to the updated Agreement in a specified manner before further use of the Tavus Platform is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE TAVUS PLATFORM.
14.2 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Tavus agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Santa Clara County, California.
14.3 Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
14.4 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.
14.5 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.
14.6 No Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Tavus’ prior written consent. Tavus may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
14.7 Compliance with Law. You will always comply with all international and domestic laws, ordinances, regulations, and statutes applicable to your use of the Tavus Platform and Documentation.
14.8 Force Majeure. Tavus shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
14.9 Notices. Where Tavus requires that you provide an email address, you are responsible for providing Tavus with a valid and current email address. In the event that the email address you provide to Tavus is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Tavus’ dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Tavus at the following address: 2261 Market Street STE 86391, San Francisco, CA 94114. Such notice shall be deemed given when received by Tavus by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
14.10 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
