COLOSSUM STUDIOSLast Updated: March 28, 2025
These Terms of Service, including our Privacy Policy, which is incorporated herein by reference (https://www.colossum.io/privacy) (together, this “Agreement”), is a legally binding contract between you and Colossum Studios Inc. (“Colossum,” “us,” “we,” or “our”) regarding your use of the Services. References to “Customer,” “you”, and “your” refer to the individual accepting this Agreement, placing an Order, creating an Account, or otherwise using the Services. If the Services are being used on behalf of a company, organization, or other entity by an individual authorized to accept this Agreement on its behalf, then all references to “Customer,” “you,” or “your” refer to such entity and its Affiliates. If you are a company, organization, or other entity, the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind you to this Agreement. If you are accessing Colossum's services via the API or under a specific enterprise plan, please also consult any applicable Enterprise Terms of Service provided separately.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, EXECUTING OR OTHERWISE ENTERING INTO AN ORDER THAT REFERENCES THIS AGREEMENT, USING (OR MAKING ANY PAYMENT FOR) THE SERVICES, OR OTHERWISE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT (THE DATE UPON WHICH YOU ACCEPT THIS AGREEMENT IS REFERRED TO AS THE “EFFECTIVE DATE”), YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING OUR PRIVACY POLICY. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICES. YOUR USE OF THE SERVICES, AND OUR PROVISION OF THE SERVICES TO YOU, CONSTITUTES AN AGREEMENT BY US AND BY YOU TO BE BOUND BY THESE TERMS.
ARBITRATION NOTICE.
Except for certain kinds of disputes described in Section 16.2, you agree that disputes arising under this Agreement will be resolved by binding, individual arbitration, and BY ACCEPTING THIS AGREEMENT, YOU AND COLOSSUM ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
Certain capitalized terms used in this Agreement are defined in Section 17 (Definitions) and others are defined contextually in this Agreement.
The Services provides certain features and functionalities that allow users to upload videos and use generative artificial intelligence technology to create, modify, share, and otherwise use 3D digital twin reconstructions derived from that video Input.
To the extent access to the Platform or APIs are purchased or otherwise made available to you as a Service pursuant to an Order and subject to the terms and conditions of this Agreement and the applicable Order, Colossum will make the Platform or APIs available to Customer during the Subscription Term to use its Output as allowed under this Agreement. If Customer is a company or other entity, Customer’s Users may internally access the Platform or APIs on Customer’s behalf, and API Customers may permit API Users to access the APIs and receive the benefits of the Service as part of Customer’s service offering.
Subject to the terms and conditions of this Agreement and the applicable Order, Colossum grants Customer a limited, non-transferable, revocable, non-exclusive, non-sublicensable license for its Users to download an applicable Remote App onto a Supported Device to create, manage, or otherwise use its Output. Customer and its Users are responsible for installing all updates that Colossum provides or makes available for download to the Remote App. Remote Apps may be made available through the Apple App Store, the Google Play Store, or other distribution channels (“Distribution Channels”). If you obtain a Remote App through a Distribution Channel, you may be subject to additional terms and conditions of the Distribution Channel. This Agreement is only between you and Colossum, and not with the Distribution Channel. (Optional: Remove this section if you do not offer mobile apps)
To access the Services, Customer and its Users must register for an account (“Account”) and, in doing so, may be required to provide Colossum with information (such as name, email address, or other contact information). Customer agrees that the information it provides to Colossum is accurate, complete, and not misleading and that it will keep it accurate and up to date at all times. Only Users, using the mechanisms designated by Colossum (“Log-in Credentials”), may access and use the Services. Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and all actions taken through their Log-in Credentials. Customer will promptly notify Colossum if it becomes aware of any compromise of any Log-in Credentials. Colossum may Process Log-in Credentials in connection with Colossum’s provision of the Services or for Colossum’s internal business purposes. You represent and warrant to Colossum that: (a) you have not previously been suspended or removed from the Services; (b) your registration and use of the Services is in compliance with all Laws; and (c) you are at least 18 years old. If you are under 13 years old, you are not authorized to use the Services. If you are under 18 years old, you represent and warrant that you have your parent’s or legal guardian’s consent to use the Service and to be bound by the terms and conditions of this Agreement. Colossum reserves the right to terminate Accounts that are inactive for an extended period of time.
Except as otherwise expressly permitted in an Order or herein, Customer will not (and will not permit its Users or anyone else to) do any of the following:
Customer acknowledges that the Services are not intended to meet any legal obligations for these uses, including HIPAA requirements, and that Colossum is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, Colossum has no liability for Prohibited Data or use of the Service for High Risk Activities.
Please contact us at support@colossum.io if you experience any issue with respect to the Services. We are under no obligation to respond to or to resolve all or any issue reported to us or to provide any updates, upgrades, or other technical or maintenance support with respect to the Services unless otherwise specified in an Order.
Colossum may modify or discontinue all or any part of the Services at any time (including by limiting or discontinuing certain features or functionality of the Services), temporarily or permanently, without notifying Customer (except that Colossum will use commercially reasonable efforts provide Customer with 30 days’ prior notice in the event of any deprecation of any material feature or functionality of the Services). Colossum will have no liability for any change or modification to the Services or any suspension or termination of access to or use of the Services as a result thereof. Notwithstanding the foregoing, any such change or modification will only apply on a going-forward basis with respect to any Order entered into or renewed after Colossum’s implementation thereof.
Customer will provide and maintain any hardware, software, other technology, and infrastructure that Customer require to access and use the Services including any Supported Devices described in the Documentation.
Use of Third-Party Technology is subject to Customer’s agreements with the relevant provider and not this Agreement. Colossum does not control and has no liability for Third-Party Technology, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Platforms or their providers use Input. By enabling any Third-Party Technology to interact with the Services, Customer authorizes Colossum to access and exchange Input with such Third-Party Platform on Customer’s behalf. The Services may also contain links to third-party websites. Linked websites are not under Colossum’s control, and Colossum is not responsible for their content. Once sharing occurs, Colossum will have no control over the information that has been shared. Please be sure to review the terms of use and privacy policy of any Third-Party Technology or providers of any such linked websites before you share any User Content or information with them. Once sharing occurs, Colossum will have no control over the information that has been shared.
To the extent Personal Data as defined in Colossum’s Privacy Policy is uploaded, transmitted, submitted, provided, or Processed in connection with Customer’s use of the Services, Colossum will comply with the Privacy Policy (https://www.colossum.io/privacy).
Colossum may immediately suspend Customer’s and its Users’ access to the Service if: (a) Customer breaches Section 3.4 (Restrictions) or Section 4.4 (Customer Obligations); (b) Customer’s Account is 30 days or more overdue; (c) changes to Laws or new Laws require that Colossum suspend the Services or otherwise may impose additional liability on us; or (d) Customer or its Users actions risk harm to any of Colossum’s other customers or the security, availability, or integrity of the Services. Where practicable, Colossum will use reasonable efforts to provide Customer with prior notice of the suspension. If the issue that led to the suspension is resolved, Colossum will use reasonable efforts to restore your access to the Services.
As between the parties, Colossum owns and retains all right, title, and interest, including all related intellectual property and proprietary rights, in and to the Aggregated Data and Usage Data (including any improvements, modifications, and enhancements thereto), the know-how and analytical results generated in the Processing and use thereof, and any and all new products, services, and developments, modifications, customizations, or improvements to the Services made based on the Aggregated Data or Usage Data.
You acknowledge and agree that: (a) Colossum may, from time to time, establish general practices and limits concerning the use of the Services, including imposing limits on the maximum period of time that Input or Output will be retained by the Services and the maximum storage space that will be allotted on Colossum’s or its third-party service providers’ servers on your behalf; and (b) Colossum has no responsibility or liability for the deletion or failure to store any Input or Output maintained or used in connection with the Services. You further acknowledge that Colossum reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
You agree that you are solely responsible and liable for your interactions with any other user of the Service, and Colossum will have no liability or responsibility with respect thereto. Colossum reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Services.
You retain any copyright and other proprietary rights that you may hold in the Input that you Upload to the Services, subject to the licenses granted in this Agreement. Customer is responsible for its Input, including its content (especially video content capturing locations or individuals) and accuracy, and will comply with Laws and the Policies when using the Services. Customer represents and warrants that it has made all disclosures, provided all notices (including to any individuals depicted in uploaded videos), and has obtained all rights, consents, and permissions necessary for Colossum to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process Input as set forth in this Agreement without violating or infringing Laws, third-party rights (including privacy and publicity rights), or terms or policies that apply to the Input. You agree to pay all monies owing to any person or entity resulting from uploading the Input and from Colossum’s exercise of the license set forth in this Section 4 (Input and Generative AI).
You hereby grant to Colossum a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to use, host, and store the Input provided during an active Subscription Term, but solely as reasonably necessary to: (1) provide the Services (including generating the 3D digital twin reconstructions); (2) derive or generate Usage Data or Output; (3) create and compile Aggregated Data; (4) improve the Services, its other products and services, and to develop new products and services; (5) create, test, improve, train, or otherwise develop the artificial intelligence or machine learning models, systems, architecture, weights or related technology used by Colossum in connection with the Services; or (6) as otherwise required by Laws, agreed to in writing between the parties, or otherwise permitted herein. The foregoing license will be perpetual and irrevocable with respect to any Input contained, incorporated, included embodied, or otherwise reflected in Output, Usage Data, or Aggregated Data.
You hereby grant to Colossum a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works, and distribute Input provided outside of an active Subscription Term, in whole or in part, in any media formats and through any media channels, in each case, including as reasonably necessary to: (1) provide the Services; (2) derive or generate Usage Data or Output; (3) create and compile Aggregated Data; (4) improve the Services, its other products and services, and to develop new products and services; (5) create, test, improve, train, or otherwise develop the artificial intelligence or machine learning models, systems, architecture, weights or related technology used by Colossum in connection with the Services; or (6) as otherwise required by Laws, agreed to in writing between the parties, or otherwise permitted herein. The foregoing license will be perpetual and irrevocable with respect to any Input contained, incorporated, included embodied, or otherwise reflected in Output, Usage Data, or Aggregated Data.
Without limiting the generality of the foregoing licenses, Colossum may Process Usage Data or Aggregated Data for its lawful business purposes, including to: (1) track use of the Services for billing purposes; (2) provide support for the Services; (3) monitor the performance and stability of the Services; (4) prevent or address technical issues with the Services; (5) improve the Services, its other products and services, and to develop new products and services; (6) create, test, improve, train, or otherwise develop the artificial intelligence or machine learning models, systems, architecture, weights or related technology used by Colossum in connection with the Services; and (7) for all other lawful business practices, such as analytics, benchmarking, and reports. Customer will not interfere with the collection of Usage Data or Aggregated Data.
Colossum will implement reasonable technical and organizational measures designed to protect the Input from unauthorized access, use, or disclosure. Customer is solely responsible for its Input, including its content and accuracy, and for backing up Input. Input is not subject to the confidentiality obligations under Section 13, and each Party's rights and obligations with respect to the use and security thereof are governed by this Section 4.3.
Customer will not (and will not permit its Users or anyone else to) do any of the following:
If you Upload a video to the Services that includes one or more identifiable persons, you hereby represent and warrant that you have obtained all necessary consents and permissions from such persons (or their legal guardians, if applicable) for their likeness to be included in the video Input and processed by the Services to potentially generate Output depicting them or their environment, consistent with the licenses granted herein and our Privacy Policy. You hereby grant such persons and their administrators, guardians, heirs, and trustees, if any, an irrevocable, perpetual, royalty free, fully paid-up, worldwide license to reproduce, distribute, and publicly display any Output clearly depicting them for personal, non-commercial use and through any online platform or service, but not to promote any third-party product, good, or service. The license contained in this Section does not permit the subject of any video or their administrators, guardians, heirs, or trustees to sell Output depicting them, whether on a standalone basis or as embodied in any product (including your products and services), unless separately agreed upon. If you use any Output that clearly identifies or recognizably resembles a person, you will publicly identify that such output was AI-generated if the context does not make this obvious.
You must not Upload Input if you are not the owner of or are not fully authorized to grant rights in all of the elements of that Input, including the video footage itself and the rights related to any locations or individuals depicted therein. Colossum disclaims any and all liability in connection with Input. You are solely responsible for your (and your Users' or API User's, as applicable) Input and the consequences of providing Input via the Services. By providing Input via the Services, you affirm, represent, and warrant to us that:
We are under no obligation to edit or control any Output or any Input that you or other users Upload, and we will not be in any way responsible or liable for Input or Output. Colossum may, however, at any time and without prior notice, screen, remove, edit, or block any Input or Output that in our sole judgment violates this Agreement, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Services, you will be exposed to Input or Output from a variety of sources and acknowledge that Input or Output may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Colossum with respect to Input or Output. If notified by a user or content owner that Input or Output allegedly does not conform to this Agreement, we may investigate the allegation and determine in our sole discretion whether to remove the applicable Input or Output, which we reserve the right to do at any time and without notice. For clarity, Colossum does not permit infringing activities on the Services.
Colossum does not control and does not have any obligation to monitor: (a) Input or Output; (b) any content made available by third parties; or (c) the use of the Services by its users. You acknowledge and agree that Colossum reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Services (including Input and Output) for operational and other purposes, including ensuring compliance with these terms and improving the service. If at any time Colossum chooses to monitor Input or Output, then Colossum still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use thereof. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy. Colossum may block, filter, mute, remove or disable access to any Input or Output without any liability to the applicable user to whom such Input or Output pertains or to any other users of the Service.
As between the parties and to the greatest extent permitted by Law, Customer owns and retains all right, title, and interest in and to the Output generated specifically from its Input, and Colossum hereby assigns to Customer all of Colossum's right, title, and interest in and to such Output. The foregoing assignment above does not include any right, title, or interest to output of any third party, nor does it assign any rights in the underlying Colossum technology or models used to create the Output. Notwithstanding the foregoing, Customer acknowledges and agrees that it can only use the Outputs for commercial purposes if the Outputs were produced during an active Subscription Term under Customer's paid subscription explicitly allowing for the commercial use of those Outputs.
You hereby grant to Colossum a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to Process, host and store the Output produced during an active Subscription Term, in each case, only (1) to provide or improve the Services or develop new products or services, (2) create and compile Aggregated Data, or (3) to create, test, improve, train, or otherwise develop the artificial intelligence or machine learning models, systems, architecture, weights or related technology used by Colossum in connection with the Services.
You hereby grant to Colossum a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform, communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in this Agreement, and distribute Output produced outside of an active Subscription Term, in whole or in part, in any media formats and through any media channels, in each case, (1) to provide or improve the Services or develop new products or services, (2) create and compile Aggregated Data, or (3) to create, test, improve, train, or otherwise develop the artificial intelligence or machine learning models, systems, architecture, weights or related technology used by Colossum in connection with the Services.
CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT: (A) THERE MAY BE ERRORS, INCONSISTENCIES, ARTIFACTS, OR INACCURACIES IN OUTPUT (INCLUDING THE GEOMETRY, TEXTURE, OR SCALE OF 3D RECONSTRUCTIONS) FOR VARIOUS REASONS (INCLUDING THE QUALITY AND COVERAGE OF THE INPUT VIDEO FROM WHICH IT IS DERIVED AND THE INHERENT TECHNICAL LIMITATIONS AND PROBABILISTIC NATURE OF MACHINE LEARNING OR ARTIFICIAL INTELLIGENCE TECHNOLOGY USED IN CONNECTION WITH THE SERVICES); (B) THE NATURE OF THE SERVICES AND MACHINE LEARNING OR ARTIFICIAL INTELLIGENCE TECHNOLOGY GENERALLY, OUTPUT MAY NOT BE UNIQUE, NOVEL, EXCLUSIVE, OR OTHERWISE SPECIFIC TO YOU OR YOUR INPUT AND OTHER USERS OF THE SERVICES MAY RECEIVE SIMILAR OUTPUT VIA THE SERVICES (ESPECIALLY IF INPUTS ARE SIMILAR); (C) THE OUTPUT OR ANY PART THEREOF MAY (1) RESEMBLE OR BE SIMILAR TO CONTENT OWNED OR CONTROLLED BY A THIRD PARTY, OR (2) BE SUBJECT TO OR PROTECTED BY THIRD-PARTY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS (E.G., COPYRIGHT IN UNDERLYING ARCHITECTURE DEPICTED, TRADEMARKS VISIBLE IN THE SCENE); (D) CUSTOMER MAY NOT HAVE ANY RIGHT OR LICENSE TO USE OR OTHERWISE EXPLOIT THE OUTPUT IN ALL CONTEXTS, ESPECIALLY COMMERCIALLY, DEPENDING ON THE CONTENT DEPICTED AND APPLICABLE THIRD-PARTY RIGHTS; CUSTOMER MAY NOT BE ABLE TO SECURE OR OBTAIN, IN ANY JURISDICTION, ANY EXCLUSIVE INTELLECTUAL PROPERTY RIGHTS (LIKE COPYRIGHT OR PATENTS) RELATING SOLELY TO THE AI-GENERATED ASPECTS OF THE OUTPUT; AND (E) OUTPUT MAY HAVE APPLICABILITY OR OTHERWISE BE RELEVANT TO OTHER USERS OF THE SERVICES. TO THE GREATEST EXTENT PERMITTED BY LAW, COLOSSUM MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY OF THE FOREGOING ACKNOWLEDGMENTS. COLOSSUM DOES NOT REPRESENT OR WARRANT THAT THE OUTPUT WILL BE ACCURATE, COMPLETE, METRICALLY PRECISE, RELIABLE, FREE FROM ERRORS OR OTHER DEFECTS, AND COLOSSUM WILL NOT BE LIABLE FOR ANY ERRORS, INCONSISTENCIES, OR INACCURACIES IN THE OUTPUT. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING THE ACCURACY, COMPLETENESS, AND SUITABILITY OF THE OUTPUT FOR ITS INTENDED PURPOSE AND IS SOLELY LIABLE FOR ANY RELIANCE PLACED THEREON. OUTPUT IS NOT INTENDED FOR USE IN SAFETY-CRITICAL APPLICATIONS OR WHERE INACCURACIES COULD LEAD TO DAMAGE, INJURY, OR LOSS.
Colossum respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Services to do the same. Infringing activity will not be tolerated on or through the Services.
We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Services, you may contact our Designated Agent at the following address:
Colossum Studios Inc.If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:
Your Notification of Claimed Infringement may be shared by Colossum with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Colossum making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
Colossum reserves the right to: (a) investigate, remove, or disable access to material that Colossum believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Services; and (b) in appropriate circumstances, terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people's copyright or other intellectual property rights. Colossum may terminate the accounts of users that are determined by Colossum to be repeat infringers. Colossum reserves the right, however, to suspend or terminate accounts of users in our sole discretion.
If you receive a notification from Colossum that material made available by you on or through the Services has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Colossum with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Colossum's Designated Agent through one of the methods identified in Section 5.2 (DMCA Notification), and include substantially the following information:
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party's obligations to provide a valid counter notification under the Copyright Act.
If you submit a Counter Notification to Colossum in response to a Notification of Claimed Infringement, then Colossum will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Colossum will investigate the removal or disabling of access to such content in 10 business days. Colossum will then make a determination based on such investigation not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Colossum's Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Colossum's system or network.
The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys' fees, incurred by the alleged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Colossum] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Colossum reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
(Optional: Include if you have mobile apps) When you install our Remote Apps, you agree to receive push notifications, which are messages an app sends you on your Supported Device when you are not in the Remote App. You can turn off notifications by visiting your Supported Device's “settings” page.
We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
Each Subscription Term will automatically renew for successive terms equal in length to the Subscription Term unless otherwise specified in the Order. Customer may cancel the Services through Customer's account settings or by emailing Colossum at support@colossum.io. YOUR CANCELLATION MUST BE RECEIVED AT LEAST ONE DAY BEFORE THE EXPIRATION OF THE THEN-CURRENT SUBSCRIPTION TERM IN ORDER TO AVOID BEING CHARGED FOR THE NEXT SUBSCRIPTION TERM.
Certain Services or features thereof may require you to pay fees (“Fees”). Before you pay any Fees, you will have an opportunity to review and accept the Fees that you will be charged. To the extent the Services or any portion thereof is made available for a Fee, you may be required to select a payment plan and provide information regarding your credit card or other payment method. You represent and warrant to Colossum that such payment information is complete, accurate, and correct in all respects and that you are authorized to pay Fees using such payment method. If you dispute any charges you must notify Colossum in writing within sixty (60) days of the date that you are billed for such charges, or within such longer period of time as may be required under Laws. You will be responsible for all taxes associated with the Services, other than taxes based on Colossum's net income. Payments made by you hereunder are final and non-refundable, unless otherwise determined by Colossum.
Notwithstanding any amounts owed to Colossum hereunder, COLOSSUM DOES NOT PROCESS PAYMENT FOR ANY FEES ITSELF. To facilitate payment of Fees via bank account, credit card, or debit card, we use third-party payment processors, such as Stripe, Inc. (“Stripe”) or others (the “Payment Processor”). These payment processing services are provided by the Payment Processor and are subject to the Payment Processor's terms and conditions and other policies (e.g., for Stripe, available at https://stripe.com/legal and Stripe's Global Privacy Policy available at: https://stripe.com/privacy) (collectively, the "Payment Processor Agreements"). By agreeing to this Agreement, users that use the payment functionalities made available through the Services also agree to be bound by the applicable Payment Processor Agreements, as the same may be modified by the Payment Processor from time to time. You hereby authorize the Payment Processor to: (a) store your payment information, (b) continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Services, and (c) bill your payment method prior to the commencement of renewal Subscription Terms in accordance with the terms of the applicable payment plan. Please contact the Payment Processor for more information. Colossum assumes no liability or responsibility for any payments you make through the Services via the Payment Processor. You will promptly update your Account information with the Payment Processor of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Colossum (via the Payment Processor) the amount for your selected payment plan in accordance with the terms of such plan and this Agreement. If your payment method is no longer valid at the time a renewal Fee is due, then Colossum reserves the right to delete your Account and any information or Input associated with your Account without any liability to you.
Colossum reserves the right to determine pricing for the Services and the features thereof. We will use reasonable efforts to keep pricing information with respect to the Services that is published on Colossum's pricing page or provided in an Order up to date, and Colossum encourages Customers to check it regularly for current pricing information. Colossum may change the Fees for the Service (including any feature or functionality of the Service) on a going forward basis and Colossum will notify Customer of any such changes at least thirty (30) days before they apply (which may include notifying Customer via the Services, a pop-up notice, email, or through other reasonable means). Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed Fees. Colossum may make promotional offers with different features and different pricing to any of Colossum's other customers. These promotional offers, unless made to Customer, will not apply to your Order or this Agreement.
Fees for renewal Subscription Terms are at Colossum's then-current Fees at the time of such renewal regardless of any discounted pricing or promotional offers previously extended to Customer (unless otherwise set forth in an Order).
Each party represents and warrants to the other party that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; and (b) no authorization or approval from any third party is required in connection with such party's execution, delivery, or performance of its obligations under this Agreement. Customer represents and warrants to Colossum that: (a) it will comply with all Laws; and (b) it has provided all notices to and obtained all necessary and sufficient rights, permissions, capacity, consents, and authority to fully comply with its obligations under this Agreement (including, without limitation, to submit, upload, transmit, or use Input in connection with the Services and to grant Colossum the rights in Section 4.1 (Input Generally), 4.2 (Use of Input) and in Section 10 (Ownership)) without violating Laws, infringing, misappropriating, or otherwise diluting any third-party rights (including intellectual property, publicity, privacy, or other proprietary rights), or breaching any terms or conditions in any agreement or privacy policies with a third party.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Colossum does not disclaim any warranty or other right that Colossum is prohibited from disclaiming under Law. THE SERVICES AND OUTPUT ARE PROVIDED “AS IS.” EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, COLOSSUM, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICES OR COLOSSUM OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES (INCLUDING THE OUTPUT) WILL CREATE ANY WARRANTY REGARDING COLOSSUM OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICES AND YOUR DEALING WITH ANY OTHER USER OF THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICES AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES) OR ANY LOSS OF DATA, INCLUDING USER CONTENT OR INPUT. COLOSSUM DOES NOT WARRANT THAT THE SERVICES OR ANY PORTION OF THE SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICES (INCLUDING OUTPUT), WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND COLOSSUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. WE DO NOT WARRANT THAT COLOSSUM WILL REVIEW INPUT OR OUTPUT FOR ACCURACY, COMPLETENESS, OR LEGAL COMPLIANCE, OR THAT IT WILL MAINTAIN INPUT OR OUTPUT WITHOUT LOSS. WE MAKE NO WARRANTY REGARDING THE OUTPUT OR THE SERVICES' SUITABILITY FOR ANY PARTICULAR PURPOSE, INCLUDING AS A REPLACEMENT FOR PROFESSIONAL SURVEYING, ENGINEERING, SAFETY OR COMPLIANCE MEASURES. COLOSSUM IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE COLOSSUM'S CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD. Under no circumstances will Colossum be liable in any way for any third-party content, information, data, or other materials displayed or otherwise made available in connection with the Services (including any errors or omissions in any such materials) or for any loss or damage of any kind incurred as a result of the use of any such materials.
This Agreement starts on the Effective Date and continues until the earlier of (a) expiration or termination of all Subscription Terms, or (b) termination of this Agreement pursuant to Section 9.2.
Either party may terminate this Agreement (including any or all Orders) if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. If Customer violates any provision of this Agreement, then your authorization to access the Services and this Agreement automatically terminate. In addition, Colossum may, in its sole discretion, terminate this Agreement or Customer's Account on the Services, or suspend or terminate Customer's access to the Services, at any time for any reason or no reason, with or without notice, and without any liability to Customer arising from such termination. You may terminate your Account and this Agreement at any time through your account settings or by contacting Colossum at support@colossum.io.
Upon expiration or termination of an Order or this Agreement, Customer's access to and Colossum's obligations to provide the Services will cease. During a Subscription Term and for the 30 day period immediately following the date of expiration or earlier termination of the applicable Subscription Term, Customer may export Output generated from its Input from the applicable Service using the export features described in the applicable Documentation (subject to any format or resolution limitations of the service tier). After that 30 day period, Colossum will be under no obligation to store or retain the applicable Input or Output and may delete the applicable Input and Output at any time in its sole discretion. Input, Output, and other Confidential Information, as defined in Section 13, may be retained in Recipient's standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement's confidentiality restrictions.
These provisions survive expiration or termination of this Agreement: 3.4 (Restrictions), 3.11 (Usage Data and Aggregated Data), 4 (Input and Generative AI, including licenses granted and acknowledgements), 7 (Commercial Terms, regarding payments owed), 8 (Representations and Warranties; Disclaimer), 9.3 (Effect of Termination), 9.4 (Survival), 10 (Ownership), 11 (Limitations of Liability), 12 (Indemnification), 13 (Confidentiality), 15 (Modifications), 16 (Miscellaneous), 17 (Definitions), and any other provision that, by its terms, is intended to survive expiration or termination. Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except as expressly provided in Section 4.9.1 regarding Output, as between the parties, Customer retains all intellectual property rights and other rights in its Input. Except for Customer's use rights in this Agreement and its ownership of Output as defined in Section 4.9.1, Colossum and its licensors retain all intellectual property rights and other rights in the Service, Software, Documentation, Usage Data, Aggregated Data, and Colossum's underlying technology, algorithms, models, materials, interfaces, content, information, or other forms of intellectual property used in connection with or generated by the Services, including any modifications or improvements to these items made by us or on our behalf.
We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Services (“Feedback”), then you hereby transfer and assign to Colossum all of your intellectual property and other rights in such Feedback. Colossum may exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
The name, logos, trademarks, service marks, and other branding elements of Colossum Studios Inc. or its products or services (collectively the “Colossum Trademarks”) are owned by Colossum. Other names, logos, trademarks, service marks, or other branding elements used or otherwise displayed via the Service may be owned by Colossum's third-party licensors or other users, each of whom may or may not endorse or in any way be affiliated with Colossum. Nothing in this Agreement, Documentation, Policies, Additional Terms, or the Services will be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Colossum Trademarks without our prior written consent (which may be revoked at any time by Colossum in its sole discretion). All goodwill generated from any approved use of Colossum Trademarks will inure to our exclusive benefit.
Neither Colossum's nor its suppliers or licensors will have liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance (including those arising from: (a) the use or the inability to use the Services; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the Services; (c) unauthorized access to or alteration of Input or Output; (d) statements or conduct of any other user of the Service; or (e) any other matter relating to the Services). EXCEPT AS PROVIDED IN SUBSECTIONS (E) AND (F) OF SECTION 16.2 (ARBITRATION), NEITHER COLOSSUM'S NOR ITS SUPPLIERS' OR LICENSORS' TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED IN THE AGGREGATE THE GREATER OF: (A) $100.00 (USD); OR (B) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO COLOSSUM PURSUANT TO THIS AGREEMENT DURING THE 6 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT. THE WAIVERS AND LIMITATIONS IN THIS SECTION 11 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
Customer will defend, indemnify, and hold harmless Colossum, its affiliates, and their respective directors, officers, employees, agents, successors and assigns (collectively “Colossum Parties”) from and against any claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs and expenses (including reasonable attorney's fees) (“Claims”) brought by a third party against Colossum Parties arising out of or in connection with: (1) the Input (including Claims related to intellectual property infringement, privacy rights violations, or lack of necessary consents related to video content); (2) Customer's use of the Output in a manner not authorized by this Agreement or that infringes third-party rights; (3) Customer's or its Users' violations of Law, fraud, gross negligence, or willful misconduct; or (4) Customer's or its Users' breach or non-fulfillment of any representation, warranty, or covenant in this Agreement. Colossum will provide Customer with: (a) prompt written notice of the Claim (provided that any delay in providing notice will not relieve Customer of its indemnity obligations under this Agreement unless, and only to the extent, the Customer was prejudiced by the delay); (b) the exclusive right to control and direct the investigation, defense and settlement of the Claim (provided that Customer may not settle any Claim without Colossum's prior written consent, not to be unreasonably withheld, if the settlement requires Colossum to admit liability, pay any amounts, or take or refrain from taking any action); and (c) reasonable assistance and cooperation requested by Customer, at Customer's sole cost and expense. Colossum may participate in the defense of a Claim with its own counsel at its own expense. Customer will pay all damages, costs, and expenses (including reasonable attorneys' fees) finally awarded against the Colossum Parties or agreed to in a settlement approved by Customer in connection with such Claims.
“Confidential Information” means information disclosed by one party (“Discloser”) to the other party (“Recipient”) under this Agreement that is marked as proprietary or confidential or, if disclosed orally, is designated as proprietary or confidential at the time of disclosure, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Our Confidential Information includes the terms and conditions of this Agreement, non-public aspects of the Services (including algorithms, models, performance benchmarks not publicly released), and any technical or performance information about the Services. Your Confidential Information includes your non-public Input, subject to the licenses and usage rights granted in Section 4.
As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement (including Colossum's rights to use Input as described in Section 4); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. Recipient will protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, but not less than reasonable care. At Discloser's request, Recipient will delete or return all Confidential Information, except: (i) where Colossum is the Recipient, Colossum may retain Customer's Confidential Information (including Input) as necessary to exercise its rights under the licenses granted herein (e.g., for model training, service improvement, consistent with Section 4) or as required for legal or compliance purposes; and (ii) Confidential Information may be retained in Recipient's standard backup or archival systems until erased or overwritten in the ordinary course, provided it remains subject to this Agreement's confidentiality restrictions. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for Colossum, its hosting providers and subprocessors involved in delivering the Service), provided it remains responsible for their compliance with this Section 13 and they are bound to confidentiality obligations no less protective than this Section 13.
These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the Recipient; (b) it rightfully knew or possessed prior to receipt under this Agreement without obligation of confidentiality; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using or referencing the Discloser's Confidential Information. Input and Output are subject to the specific usage, licensing, and ownership terms in Section 4 and Section 10, which take precedence over this Section 13 where applicable. Usage Data and Aggregated Data are not Customer's Confidential Information.
Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief (like an injunction), in addition to other available remedies, for breach or threatened breach of this Section 13, without the necessity of posting any bond or proving actual damages.
Nothing in this Agreement prohibits either party from making disclosures, including of Input and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates reasonably in any effort to obtain confidential treatment or a protective order.
If Customer or its Users receive access to or use of Services or features thereof on a trial basis or as an alpha, beta, or early access offering (“Trials”), such access to or use is permitted only for Customer's internal evaluation and testing purposes during the period designated by Colossum (or if no period is designated, for 14 days). These Trials will be considered part of the Services and, subject to the remainder of this Section, all provisions of this Agreement relating to the Services will apply to these Trials. Trials are optional and either party may terminate Trials at any time for any reason. Trials may be inoperable, incomplete, or include features that Colossum may never release, and their features and performance information are deemed to be Colossum's Confidential Information. Colossum may suspend Customer's and its Users' access to the Trials at any time. Customer's and its Users' use of Trials is at their own risk. Notwithstanding Section 4.9, any Output generated or derived from your use of these Trials may only be used for your internal evaluation and testing of the Trial and for no other purpose (including no commercial purpose), unless otherwise explicitly agreed in writing by Colossum. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, COLOSSUM PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS, AND OUR LIABILITY FOR TRIALS WILL NOT EXCEED US $50.00.
Colossum may modify this Agreement from time to time by posting the modified version on its website or providing notice to Customer (e.g., via email or through the Service). Modifications take effect at Customer's next Subscription Term renewal or upon acceptance of a new Order incorporating the modified terms, unless Colossum indicates an earlier effective date is required (e.g., due to legal or security reasons). If Colossum requires modifications with an earlier effective date and Customer objects to a material change, Customer's exclusive remedy is to terminate this Agreement by providing written notice to Colossum within 30 days of Colossum's notice of the modification. If Customer terminates under this provision, Colossum will provide Customer a pro-rata refund of any pre-paid Fees for the unused portion of the terminated Subscription Term. To exercise this termination right, Customer must notify Colossum of its objections within 30 days after Colossum's notice of the modified Agreement. If Customer does not exercise this termination right, Customer's continued use of the Service after the effective date of the modification constitutes its acceptance of the modifications. Colossum may require Customer to click to accept the modified Agreement.
The parties are independent contractors, not agents, partners, or joint venturers. This Agreement, including the Privacy Policy and any other agreements expressly incorporated by reference (like an Order or Additional Terms), constitutes the entire and exclusive understanding and agreement between Customer and Colossum regarding your use of the Services, superseding any prior agreements or understandings. The terms in any Customer purchase order, ordering document, vendor registration form, or business form will not amend or modify this Agreement and are expressly rejected by Colossum; any of these Customer documents are for administrative purposes only and have no legal effect. Customer may not assign or transfer this Agreement or its rights under this Agreement, in whole or in part, by operation of law or otherwise, without Colossum's prior written consent. Any attempt to assign without consent is void. Colossum may assign this Agreement and all rights granted under this Agreement (including with respect to Input licenses) freely, at any time without notice or consent (e.g., in connection with a merger, acquisition, or sale of assets). The failure to require performance of any provision will not affect a party's right to require performance at any other time after that, nor will a waiver by a party of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, pandemic, epidemic, health emergency, blockade, war, act of terrorism, riot, natural disaster, or significant Internet or utility failures not caused by the party. Throughout this Agreement the use of the word “including” means “including but not limited to.” If any part of this Agreement is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible under Law, and the remaining parts will remain in full force and effect. Colossum may use subcontractors (e.g., cloud hosting providers) and permit them to exercise Colossum's rights and to perform Colossum's obligations on behalf of Colossum, but Colossum remains responsible for their compliance with this Agreement.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COLOSSUM ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
(a) Generally. Except as described in subsections (b) and (c) below, you and Colossum agree that every dispute arising in connection with this Agreement, the Services, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
(b) Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law in aid of arbitration; or (iv) file suit in a court of law to address an intellectual property infringement claim (excluding disputes over ownership or use of Output which are subject to arbitration unless falling under another exception).
(c) Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 16.2 within 30 days after the date that you agree to this Agreement by sending a letter to Colossum Studios Inc., Attention: Legal Department – Arbitration Opt-Out, `54 Rainey St, Austin, TX 78701` that specifies: your full legal name, the email address associated with your Account on the Services, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Colossum receives your Opt-Out Notice, this Section 16.2 will be void and any action arising out of this Agreement will be resolved as set forth in Section 16.3. The remaining provisions of this Agreement will not be affected by your Opt-Out Notice.
(d) Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by this Agreement. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Colossum. If the AAA is unavailable, the parties will agree to another arbitration provider or the court will appoint a substitute.
(e) Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Colossum's address for Notice is: Colossum Studios Inc., `54 Rainey St, Austin, TX 78701`, Attn: Legal Department. The Notice of Arbitration must: (i) identify the name or Account number of the party making the claim; (ii) describe the nature and basis of the claim or dispute; and (iii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Colossum may commence an arbitration proceeding. If you commence arbitration in accordance with this Agreement, Colossum will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Colossum has received 25 or more similar demands for arbitration originating from related accounts or coordinated efforts, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the prevailing party may seek reimbursement of any fees paid to AAA and attorneys' fees.
(f) Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence (if you are an individual) or Colossum's principal place of business `54 Rainey St, Austin, TX 78701` unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephonic or video hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence or other agreed location. During the arbitration, the amount of any settlement offer made by you or Colossum must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
(g) Arbitration Relief. Except as provided in subsection (h) below, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Colossum before an arbitrator was selected, Colossum will pay to you the higher of: (i) the amount awarded by the arbitrator and (ii) US$1,000 (unless a higher statutory minimum exists). The arbitrator's award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
(h) No Class Actions. YOU AND COLOSSUM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Colossum agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
(i) Modifications to this Arbitration Provision. If Colossum makes any future substantive change to this arbitration provision (other than a change to Colossum's address for Notice), you may reject the change by sending us written notice within 30 days of the change to Colossum's address for Notice of Arbitration, in which case your Account with Colossum will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
(j) Enforceability. If subsection (h) (No Class Actions) above is found to be unenforceable or if the entirety of this Section 16.2 is found to be unenforceable (e.g., if Colossum receives a valid Opt-Out Notice from you), then the entirety of this Section 16.2 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 16.3 will govern any action arising out of or related to this Agreement.
This Agreement is governed by the laws of the State of Texas and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. If arbitration is found not to apply under Section 16.2, the jurisdiction and venue for actions related to this Agreement will be exclusively the state and United States federal courts located in Austin, Texas 78701, and both parties submit to the personal jurisdiction of those courts.
Customer's use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that Colossum may post on or link to from the Services or otherwise provide to Customer (e.g., in an Order) (“Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.
By using the Services, Customer consents to receiving certain electronic communications from Colossum as further described in Colossum's Privacy Policy. Please read Colossum's Privacy Policy (https://www.colossum.io/privacy) to learn more about Colossum electronic communications practices. Customer agree that any notices, agreements, disclosures, or other communications that Colossum sends to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing.
The Services are offered by Colossum Studios Inc., located at 54 Rainey St, Austin, TX 78701. Customer may contact Colossum by sending correspondence to that address or by emailing Colossum at support@colossum.io.
(Optional: Include if applicable) If Customer is a California resident, then under California Civil Code Section 1789.3, Customer may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
The Services are operated from the United States. We make no representation that the Services are appropriate or available for use outside of the United States. Access to the Services from countries or territories or by individuals where such access is illegal is prohibited. Customer agrees to comply with all relevant U.S. and foreign export and import Laws in using the Services, Input, and Output. Customer (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (b) agrees not to access or use the Services in violation of any U.S. export embargo, prohibition or restriction, and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations (ITAR) or requiring an export license without prior written agreement from Colossum.
Elements of the Services are commercial computer software. If the user or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation (“FAR”) 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement (“DFARS”) 227.7202 for military purposes. All other use is prohibited.
(Optional: Include if you offer iOS apps) This Section (Notice Regarding Apple) only applies to the extent Customer is using the Remote App on an iOS device. Customer acknowledge that this Agreement are between Customer and Colossum only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Remote App or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Remote App. If the Remote App fails to conform to any applicable warranty, Customer may notify Apple, and Apple will refund any applicable purchase price for the Remote App to Customer. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Remote App. Apple is not responsible for addressing any claims by Customer or any third party relating to the Remote App or Customer possession and/or use of the Remote App, including: (a) product liability claims; (b) any claim that the Remote App fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Remote App and/or your possession and use of the Remote App infringe a third party's intellectual property rights. Customer agree to comply with any applicable third-party terms when using the Remote App. Apple and Apple's subsidiaries are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Customer as a third-party beneficiary of this Agreement. Customer hereby represent and warrant that: (i) Customer are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) Customer are not listed on any U.S. Government list of prohibited or restricted parties.
(Optional: Include if you offer Android apps via Google Play) This Section (Notice Regarding Google) only applies to the extent Customer is using a Remote App downloadable from the Google Play Store. You acknowledge that this Agreement is between you and Colossum only, and not with Google, Inc. (“Google”). Your use of such Remote App must comply with Google's then-current Google Play Terms of Service. Google is only a provider of Google Play Store from which you downloaded or otherwise obtained such Remote App. Colossum, and not Google, is solely responsible for such Remote App. Google has no obligation or liability to you with respect to such Remote App or this Agreement. You acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to such Remote App.
"Account" means the account Customer or its Users must register for to access the Services.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Aggregated Data" means Input that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer, its Users, or a specific individual whose likeness might have been in the Input.
"API" means Colossum's application programming interfaces provided as part of the Services.
"API Customer" means a Customer that subscribes to use the API version of the Services.
"API User" means any API Customer's end user who interacts with the Service via the API integrated into the API Customer's offering.
"Colossum" means Colossum Studios Inc.
"Confidential Information" has the meaning set forth in Section 13.1.
"Customer" means the individual or entity accepting this Agreement.
"Documentation" means all documentation, materials, or information, technical or otherwise, relating or used with respect to the applicable Services, including specifications, operating manuals, user instructions, and technical literature, in any form, in each case provided or made available to Customer by Colossum from time to time.
"Effective Date" means the date Customer first accepts this Agreement.
"Feedback" has the meaning set forth in Section 10.2.
"Fees" means the fees payable by Customer for the Services.
"High Risk Activities" means activities where use or failure of the Services could lead to death, personal injury, or significant property or environmental damage, including operation of nuclear facilities, air traffic control, life support systems, emergency response services, autonomous vehicle operation, or critical infrastructure control.
"Input" means any data, information, content or materials (including video footage, messages, photos, audio, images, text, prompts, parameters, and any other works of authorship or other works) that Customer (including its Users) submits, uploads, provides, makes available, or otherwise transmits (collectively, "Upload") to or in connection with the Services for processing.
"Laws" means all applicable relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer (like GDPR, CCPA), intellectual property, international communications, and export of data, including Personal Data and Input.
"Log-in Credentials" means the user IDs, passwords, keys, or other credentials designated by Colossum for accessing the Services.
"Order" means an order for Services that is executed by the parties or a process Customer completes through the online order flow Colossum provides, each of which references this Agreement.
"Output" means any data, results, output, or other content (including 3D digital twin reconstructions, models, meshes, textures, point clouds, or other representations) that is generated, derived, or synthesized by the Services based on Customer's Input (excluding Usage Data or Aggregated Data).
"Personal Data" has the meaning given in Colossum's Privacy Policy.
"Platform" means Colossum's online cloud platform for accessing the Services.
"Policies" means Colossum's acceptable use policy or other policies regarding usage of the Services as may be made available by Colossum from time to time.
"Privacy Policy" means the Colossum Privacy Policy available at https://www.colossum.io/privacy.
"Process" means to collect, access, use, disclose, transfer, transmit, store, host, adapt, modify, analyze, derive from, or otherwise process.
"Prohibited Data" means any: (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation (unless explicitly permitted for a specific service feature with appropriate safeguards and consent); (b) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) ("HIPAA"); (c) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS), except as necessary for payment processing through the designated Payment Processor; (d) other information subject to regulation or protection under specific Laws such as the Children's Online Privacy Protection Act (COPPA) or Gramm-Leach-Bliley Act (GLBA) (or related rules or regulations); (e) social security numbers, driver's license numbers, or other government-issued ID numbers (except where necessary for account verification, subject to heightened security); or (f) any data similar to the above protected under applicable Laws, unless the Service is explicitly designed and marketed for processing such data and Customer complies with all associated requirements.
"Remote App(s)" (Optional: Include if applicable) means Colossum's proprietary Software in the form of mobile application(s) designed to be installed on Supported Devices as described in the Documentation.
"Service(s)" means Colossum's proprietary product(s) or service(s) provided or made available to you by Colossum under this Agreement, which utilize uploaded video Input and generative artificial intelligence to allow you to create, modify, share, and otherwise use 3D digital twin reconstructions (Output). The Services may include Colossum's Platform, APIs, Remote Apps, Software, models, and related technologies.
"Software" means any software, scripts, models, or other code provided or made available by Colossum to you under this Agreement in object code or other format.
"Subscription Term" means the period during which Customer's subscription to access and use an applicable Service is in effect, as identified in the applicable Order.
"Supported Device" (Optional: Include if applicable) means a hardware device (e.g., smartphone, tablet) on which a Remote App can be installed and used as specified in the Documentation.
"Third-Party Technology" means any platform, add-on, service, plug-in, software, or other third-party product or service not licensed by Colossum that Customer elects to integrate or enable for use with the Services.
"Usage Data" means technical information generated from the use of the Services, which data does not identify Users, any other natural human persons, or Customer specifically, such as technical logs, API calls, feature usage statistics, performance data, crash reports, system events, and learnings about Customer's use of the Services, but excluding identifiable Input or Output content itself.
"User" means any employee, contractor, or agent of Customer that Customer authorizes to use the Services on Customer's behalf under its Account.