These Terms of Use (these "Terms"), effective as of the date on which you begin use of the Uthana Platform, are made between Uthana, Inc. ("Uthana", "we", or "us") and the individual using the Uthana Platform (“you”), and govern your use of the Uthana Platform.

These Terms constitute a binding contract between you and Uthana, and your use of the Uthana Platform is at all times subject to the terms and conditions outlined herein. These Terms incorporate by reference all other terms and policies governing your use of the Uthana Platform, including our Privacy Policy, as well as any other policies we may adopt from time to time. Capitalized terms used herein but not otherwise defined have the meanings set forth in the applicable supplemental policies.

1. Definitions.
   1. "Account" means the account you set up to access the Uthana Platform, and represents your legal and services relationship with Uthana.
   2. "Customer Data" means information, data, images, intellectual property and other content, in any form or medium, that is submitted, posted, imported, or otherwise transmitted by or uploaded by you through the Uthana Platform as part of your use of various features and functionality; provided that, for purposes of clarity, Customer Data as defined herein does not include Usage Data.
   3. "Documentation" means documentation made available to you regarding the functionality of the Uthana Platform.
   4. "Usage Data" means service usage data collected and processed by Uthana in connection with your use of the Platform, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Platform, and to investigate and prevent system abuse (in each case, without containing any of your identifying information).
   5. "Uthana IP" means the Uthana Platform and any and all intellectual property provided to you or any other User in connection with the foregoing. For the avoidance of doubt, Uthana IP includes Usage Data, Documentation and any information, data, or other content derived from Uthana’s provision of the Uthana Platform but does not include Customer Data.
   6. "Uthana Platform" means Uthana’s proprietary, generative artificial intelligence-based and hosted software platform for creating 3D animations, made available at using uthana.com (or a successor or sub-site).
   7. "User," "you," and "your" refer to the individual person, company, or organization that has visited or is using the Uthana Platform; that accesses or uses any part of an Account; or that directs the use of the Account in the performance of its functions.
2. Account Registration and Requirements.
   1. Registration. You must provide a valid email address and password in order to complete the Account signup process. Account registration and provisioning is at Uthana’s sole discretion, and signing up does not guarantee that you will be eligible for Account registration.
   2. Requirements.
      1. You must be a human to create an Account. Accounts registered by "bots" or other automated methods are not permitted.
      2. You must be age 18 or older. The Children’s Online Privacy Protection Act ("COPPA") requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen (13). We do not knowingly collect or solicit personally identifiable information from children under thirteen (13). Users under the age of 18 are not permitted to use Uthana.
      3. Uthana does not target the Uthana Platform to children under 18, and we do not permit any Users under 18 on our Uthana Platform. If we learn of any User under the age of 18, we will terminate that User’s Account immediately.
      4. Your login may only be used by one person. You may not share your Account with others, and you may not use anyone else’s Account.
   3. Account Security. You are responsible for keeping your Account secure while you use the Uthana Platform. You are responsible for maintaining the security of your Account and password. Uthana cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You will promptly notify Uthana if you become aware of any unauthorized use of, or access to, our Uthana Platform through your Account, including any unauthorized use of your password or Account.
3. Uthana Platform Access and Use. Subject to and conditioned on your compliance with the terms and conditions of these Terms, Uthana hereby grants you a right to access and use the Uthana Platform, on a non-exclusive, non-transferable, and non-sublicensable basis.
   1. Use Restrictions. You shall not use the Uthana Platform for any purposes beyond the scope of the access granted in these Terms.
   2. Reservation of Rights. Uthana reserves all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Uthana IP.
   3. Data Processing. Notwithstanding anything to the contrary in these Terms, Uthana may monitor your use of the Uthana Platform and collect and compile Account data, Customer Data and Usage Data. You hereby grant to Uthana a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display your Customer Data as necessary to provide you with Uthana Platform functionality and to continuously improve the service.
   4. Suspension. Notwithstanding anything to the contrary in these Terms, Uthana may temporarily suspend your Account and/or access to the Uthana Platform if: (i) Uthana reasonably determines that (a) there is a threat or attack on any of the Uthana IP; (b) your or another User’s use of the Uthana IP disrupts or poses a security risk to the Uthana IP or to any other User, customer, or vendor of Uthana; (c) you are using the Uthana IP for fraudulent or illegal activities; (e) Uthana’s provision of the Uthana Platform to you is prohibited by applicable law; or (f) any Customer Data submitted, posted, or otherwise transmitted by you through the Uthana Platform may infringe or otherwise violate any third party’s intellectual property or other rights; (ii) any vendor of Uthana has suspended or terminated Uthana’s access to or use of any Third-Party Products required to enable you to access the Uthana Platform; or (iii) in accordance with a violation of any other term of these Terms (each of (i), (ii), or (iii), a "Service Suspension"). Uthana will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or any other User may incur as a result of a Service Suspension.
   5. Term and Termination. These Terms go into effect when you begin use of the Uthana Platform, and will remain in effect unless earlier terminated by you. If you sign up for an annual subscription plan for your Account, that subscription will remain in effect for one (1) year, subject to auto-renewal. You are free to terminate your Account at any time, by contacting us support@uthana.com. Please refer to our Privacy Policy to understand how we treat information you provide to us after you have stopped using our services.
4. User Responsibilities.
   1. General. You are at all times responsible and liable for all uses of the Uthana Platform resulting from access from your Account, directly or indirectly, whether such access or use is permitted by or in violation of these Terms.
   2. Third-Party Products. Uthana may from time to time make Third-Party Products available to you or may allow for certain Third-Party Products to be integrated with the Uthana Platform to allow for the transmission of Customer Data from such Third-Party Products into the Uthana Platform. For purposes of these Terms, such Third-Party Products are subject to their own terms and conditions. Uthana is not responsible for the operation of any Third-Party Products and makes no representations or warranties of any kind with respect to Third-Party Products or their respective providers. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install or use such Third-Party Products. By authorizing Uthana to transmit your Customer Data from Third-Party Products into the Uthana Platform, you represent and warrant to Uthana that you have all right, power, and authority to provide such authorization.
   3. User Controls and Responsibility. You have and will retain sole responsibility for: (i) your technology infrastructure and network and internet connection(s) from which you access the Uthana Platform; (ii) the security, use, and permissions to use your personal or professional email accounts associated credentials, along with the credentials of your Uthana Platform Account; and (iii) all access to and use of the Uthana Platform, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. You are solely responsible for Customer Data you upload to or transmit through the Uthana Platform, and you represent and warrant you have sufficient rights to provide such Customer Data to Uthana in connection with your use of the Uthana Platform.
5. Account Fees. We may charge a fee for using the Uthana Platform) (the ("Paid Services").
   1. Paid Uthana Platform Access. Certain aspects of features of the Uthana Platform may be subject to payments now or in the future ("Account Fees").
      1. Payment Processor. We use a third-party payment processor (the "Payment Processor") to bill you through a payment account linked to your Account on the Uthana Platform (your "Billing Account") for any owed Account Fees. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Currently, we use Stripe, Inc. as our Payment Processor. You can access Stripe’s Terms of Service at https://stripe.com/us/checkout/legal and their Privacy Policy at https://stripe.com/us/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use our Paid Services, you agree to pay us, through the Payment Processor, all Account Fees then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your "Payment Method"). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.
      2. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
      3. Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Paid Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT.
      4. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
      5. Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
      6. Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Services.
      7. Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at support@uthana.com.
6. Confidential Information.
   1. Definition. From time to time during the Subscription Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (i) is marked, designated or otherwise identified as "confidential" or something similar at the time of disclosure or within a reasonable period of time thereafter; or (ii) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, "Confidential Information"). Except for Personal Information, Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without use of, reference to, or reliance upon the disclosing Party's Confidential Information.
   2. Duty. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder ("Representatives"). The receiving Party will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under these Terms, including to make required court filings. Further, notwithstanding the foregoing, each Party may disclose the terms and existence of these Terms to its actual or potential investors, debtholders, acquirers, or merger partners under customary confidentiality terms.
7. Data Security and Processing of Personal Information.
   1. Security Measures. Uthana will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect applicable Customer Data from unauthorized access, use, alteration or disclosure.
   2. Processing of Personal Information; No Sensitive Data. Uthana’s rights and obligations with respect to personal information that it collects directly from you are set forth in Uthana’s Privacy Policy.
8. Intellectual Property Ownership; Feedback.
   1. Uthana IP. You acknowledge that, as between you and Uthana, Uthana owns all right, title, and interest, including all intellectual property rights, in and to the Uthana IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
   2. Feedback. If you send us any communications or materials by mail, email, telephone, or otherwise, suggesting or recommending changes to the Uthana IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Uthana is free to use such Feedback.
9. Warranty Disclaimer. UTHANA AND ITS LICENSORS, SUPPLIERS, PARTNERS, PARENT, SUBSIDIARIES OR AFFILIATED ENTITIES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACT EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (UTHANA AND ALL SUCH PARTIES TOGETHER, THE "UTHANA PARTIES") MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE UTHANA IP, AND THE UTHANA PARTIES WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, AVAILABILITY, OCCURRENCE OF ERRORS, , OR USABILITY OF RENDERINGS FROM THE  UTHANA PLATFORM OR ANY CLAIMS, ACTIONS, SUITS PROCEDURES, COSTS, EXPENSES, DAMAGES OR LIABILITIES ARISING OUT OF USE OF, OR IN ANY WAY RELATED TO YOUR ACCESS OF THE UTHANA PLATFORM OR USE OF ANY UTHANA IP. THE UTHANA IP IS PROVIDED BY UTHANA (AND ITS LICENSORS AND SUPPLIERS) ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE UTHANA IP WILL BE UNINTERRUPTED OR ERROR-FREE. UTHANA DOES NOT GUARANTEE SPECIFIC RESULTS OR THAT THE UTHANA PLATFORM OR RENDERINGS WILL BE ACCURATE OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
10. Indemnification. You agree to indemnify and hold the Uthana Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Uthana IP (including any actions taken by a third party using your Account), and (b) your violation or breach of any of the terms of these Terms. In the event of such a claim, suit, or action ("Claim"), we will attempt to provide notice of the Claim to the contact information we have for your Account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
11. Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE UTHANA PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO UTHANA IN CONNECTION WITH THE ACCOUNT FEES FOR THE PLATFORM IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
12. General.
    1. Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Account, in any way (by operation of law or otherwise) without Uthana’s prior written consent. We may freely transfer, assign, or delegate these Terms.
    2. Choice of Law. This Agreement are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of California, without regard to the conflicts of laws provisions thereof.
    3. Arbitration Agreement. Please read the following "ARBITRATION AGREEMENT" carefully because it requires you to arbitrate certain disputes and claims with Uthana and limits the manner in which you can seek relief from Uthana. Both you and Uthana acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Uthana's officers, directors, employees and independent contractors ("Representatives") are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Representatives will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
       1. Arbitration Rules; Applicability of Arbitration Agreement. You and Uthana shall use best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Los Angeles County, CA. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the "Rules") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
       2. Costs of Arbitration. The Rules will govern payment of all arbitration fees. Uthana will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Uthana will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
       3. Waiver of Jury Trial. YOU AND UTHANA WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Uthana are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Uthana over whether to vacate or enforce an arbitration award, YOU AND UTHANA WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
       4. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Uthana is entitled to arbitration; instead all claims and disputes will be resolved in a court.
       5. Exclusive Venue. If you send the opt-out notice in (e), and/or in any circumstances where the foregoing arbitration agreement permits either you or Uthana to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Uthana agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, in Los Angeles County, CA, or the federal district in which that county falls.
       6. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Uthana.
    4. Miscellaneous. The failure of Uthana to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Uthana agree that these Terms is the complete and exclusive statement of the mutual understanding between you and Uthana, and that the terms contained herein supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and Uthana. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venturer of Uthana, and you do not have any authority of any kind to bind Uthana in any respect whatsoever.