Last Modified: February 10th, 2025

These Terms of Use (this "Agreement") are a binding contract between you or the entity you represent ("Customer," "you," or "your") and Lica World, Inc. ("Provider," "we," or "us"). We are an innovative AI-enabled platform that empowers creators to transform raw recordings into professional-quality videos with seamless, real-time design capabilities via our website and extension (the “Platform”). You and the Provider shall hereinafter be individually referred to as a “Party” and collectively as the “Parties.”

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR USING THE PLATFORM, THE SERVICES OR OUR PRODUCT OR EXTENSION (COLLECTIVELY, “LICA SERVICES”; THE EARLIEST DATE OF ACCESSING OR USING ANY OF LICA SERVICES, THE “EFFECTIVE DATE”), YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE, THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND IF ENTERING INTO THIS AGREEMENT FOR AN ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (C) ACCEPT THIS AGREEMENT ON YOUR BEHALF OR ON BEHALF OF THE ENTITY YOU REPRESENT IF YOU ARE ENTERING INTO THIS AGREEMENT FOR AN ENTITY AND AGREE THAT YOU OR SUCH ENTITY, AS APPLICABLE, ARE LEGALLY BOUND BY THE TERMS AND CONDITIONS AND ALL APPLICABLE LAWS. 

YOUR CONTINUED USE OF THE PLATFORM SHALL CONSTITUTE YOUR ACCEPTANCE TO THE TERMS AND CONDITIONS, AS REVISED FROM TIME TO TIME. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE LICA SERVICES. 

These Terms of Use shall be read together with Privacy Policy, other terms and conditions and all other notices, disclaimers, guidelines and Documentation appearing on Lica’s website or the Platform from time to time (collectively referred to as “Terms and Conditions”). The Terms and Conditions constitute the entire agreement upon which you are allowed to access and use the Lica Services. Lica Services provided under this Agreement are for business or commercial, and not personal or consumer, use.

1. Definitions. 

"Aggregated Statistics" has the meaning set out in Section 3(d).

"AI Customer Input" means information, data, materials, text, prompts, images, works, code, or other content that is input, entered, posted, uploaded, submitted, transferred, or otherwise transmitted by or on behalf of Customer or any other Authorized User through Lica Services.

"AI Customer Output" means information, data, materials, text, images, code, works, or other content generated by or otherwise output from Lica Services in response to an AI Customer Input.

"AI Technology" means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.

"Authorized User" means Customer and Customer's employees, consultants, contractors and agents (i) who are authorized by Customer to access and use Lica Services under the rights granted to Customer under this Agreement and (ii) for whom access to Lica Services has been purchased hereunder.

"Confidential Information" has the meaning set out in 7.

"Customer Data" means AI Customer Input and AI Customer Output. Customer Data does not include Aggregated Statistics.

"Documentation" means Provider's user manuals, handbooks, model cards, and guides relating to Lica Services provided by Provider to Customer either electronically or in hard copy form.

"Feedback" has the meaning set out in Section 9(c).

"Fees" has the meaning set out in 6.

"Losses" has the meaning set out in Section 11(a)(i).

"Order" means an ordering document or online order entered into between you and us that references this Agreement and describes Lica Services you are subscribing to, or between any Person and us that references this Agreement and describes Lica Services made available to you.

"Person" means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.

"Personal Information" means information that: (a) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (b) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, health, genetic, medical, or medical insurance data, answers to security questions, an individual's internet activity or similar interaction history, inferences drawn from other personal information to create consumer profiles, geolocation data, an individual's commercial, employment, or education history, and other personal characteristics and identifiers. Customer's business contact information is not by itself deemed to be Personal Information.

"Privacy Policy" has the meaning set out in 8.

"Process" means to take any action or perform any operation or set of operations that Lica Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other improvements or derivative works, process, weigh, perform statistical analysis, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. "Processing" and "Processed" have correlative meanings.

"Provider IP" means Lica Services, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of Lica Services, but does not include Customer Data. Provider IP includes all modifications, enhancements, refinements, adaptations, customizations, improvements, and derivative works of Lica Services.

"Services" means the services provided by Provider under this Agreement that are detailed on Provider's website available at https://www.lica.world/, including music synchronization, voice enhancement and editing, and automated video styling and production capabilities made available through the Platform.

"Service Levels" has the meaning set out in 5.

"Service Suspension" has the meaning set out in Section 3(f).

"Term" has the meaning set out in Section 13(a).

"Third-Party Claim" has the meaning set out in Section 11(a)(i).

"Third-Party Products" means any products, technology, content, data, services, information, websites, or other materials that are owned by third parties and are included in, incorporated into, or accessible through Lica Services, including any third-party AI Technology.

"Training Data" means any and all information, data, materials, text, prompts, images, code, and other content that is used to train, validate, test, retrain, or improve any AI Technology incorporated into or used with, in connection with, or in support of, Lica Services.

2. Eligibility and Account Requirements.

   1. Age and Capacity. Persons who are incompetent to contract within the meaning of applicable law, including minors, un-discharged insolvents, or persons of unsound mind, are not eligible to use the Lica Services.

   2. Account Registration and Communication. In Connection with your account registration with Lica and accessing or using Lica Services, you agree to:

      1. provide true, accurate, current and complete information during registration process; 

      2. maintain and promptly update your account information to keep it accurate, current and complete;  

      3. authorize Provider to verify your account information through such inquiries as Provider deems necessary or appropriate, including requests for documentation and additional information; 

      4. expressly consent to receive communications from Provider through telephone, email, SMS or other means of communication for Service-related notifications and updates, technical alerts and security announcements, customer support communications, Feedback requests and surveys, Platform updates and new feature announcements, marketing communications (subject to applicable law and your right to opt out) and etc.

      5. comply with all applicable laws and policies regarding data privacy, service quality, confidentiality, and user integrity.

If you provide any information that is untrue, inaccurate, not current, or incomplete, or Provider has reasonable grounds to suspect such information, Provider has the right to suspend or terminate your account and refuse any and all current or future use of Lica Services without prior notice.

3. Platform Alerts. Provider may send automatic and/or customized alerts related to Lica Services. You acknowledge and agree that: (i) alerts may be delayed, prevented, or misdirected by various factors beyond Provider's control; (ii) Provider makes no warranties regarding the delivery, accuracy, or timeliness of alerts; (iii) Provider shall not be liable for any delays, delivery failures, or other damage resulting from such problems; and (iv) Provider may modify or discontinue alerts at any time without notice.

3. Access and Use.

   1. Provision of Access. Subject to terms and conditions of this Agreement, Provider hereby grants you a limited, non-exclusive, non-transferable right to access and use Lica Services during the Term, solely for your internal business operations by Authorized Users under these terms and conditions. Provider shall provide you the necessary passwords and access credentials to allow you access to Lica Services. 

   2. Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of Lica Services.

   3. Use Restrictions. You shall not use Lica Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: 

      1. copy, modify, or create derivative works of Lica Services or Documentation, in whole or in part;

      2. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available Lica Services or Documentation;

      3. reverse engineer, disassemble, decompile, decode, or duplicate Lica Services, reproduce Training Data other than Customer Data, engage in model extraction, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying AI Technology or component of Lica Services, in whole or in part;

      4. access or use the Services or any AI Customer Output to develop, train, or improve any other AI Technology or any competing or similar product or service;

      5. use web scraping, web harvesting, web data extraction or any other method to access, search, extract, or collect data from Lica Services or any AI Customer Output;

      6. remove any proprietary notices from Lica Services or Documentation; 

      7. use Lica Services to create or generate AI Customer Output, or use AI Customer Output in a manner, that you know or should know infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; 

      8. submit, enter, post, or otherwise transmit or Process any information that (1) is Personal Information, (2) may be harmful to minors or persons under 18 years of age, (3) threatens the unity, integrity, defense, security or sovereignty of any nation, or may affect foreign relations, or (4) violates any person's privacy rights or is discriminatory in nature, through Lica Services; 

      9. impose unreasonable loads on Provider's infrastructure; 

      10. interfere with the Platform's proper operation; 

      11. circumvent any security measures; or

      12. make unsolicited communications to other customers or users of Provider.

   4. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer's use of Lica Services and collect and compile data and information related to Customer's use of Lica Services to be used by Provider in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of Lica Services ("Aggregated Statistics"). As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. You agree that Provider may use and make publicly available Aggregated Statistics to the extent and in the manner permitted under applicable law. 

   5. Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Provider IP or Third-Party Products.

   6. Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer's and any other Authorized User's access to any portion or all of Lica Services at any time without prior notice if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer's or any other Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP, to Provider, or to any other customer or vendor of Provider; (C) Customer or any other Authorized User is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Provider's provision of Lica Services to Customer or any other Authorized User is prohibited by applicable law; (F) Customer is using Lica Services in material violation of Section 3(c); or (G) there is a need for repairs, maintenance, or introduction of new facilities at Provider’s sole discretion; (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable Customer to access and use Lica Services; or (iii) in accordance with 6 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Provider shall use commercially reasonable efforts to provide updates regarding resumption of access to Lica Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to Lica Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.

4. Customer Responsibilities.

   1. Account Use. Your account is personal to you and subject to the following conditions: (i) you shall not share your account or account credentials with or allow to access or use Lica Services, any third party except Authorized Users; (ii) you are solely responsible and liable for all acts or omissions resulting from access provided by you, whether or not authorized by you directly or indirectly, whether permitted by or in violation of this Agreement; (iii) you shall immediately notify Provider of any unauthorized use of your account or any other breach of security; (iv) Provider reserves the right to monitor account usage for security purposes; (v) Provider may suspend, disable, or terminate your account (1) if determined to be in violation of these terms, (2) upon reasonable suspicion of unauthorized or fraudulent use. (3) to protect the security or integrity of Lica Services, or (4) for any other reason at Provider’s sole discretion. Without limiting the generality of the foregoing, you shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of Lica Services and shall cause Authorized Users to comply with such provisions.

   2. Use of AI Customer Output. You are solely responsible for (i) evaluating (including by human review) AI Customer Output for accuracy, completeness, and other factors relevant to your use before using, distributing, or relying on the AI Customer Output and (ii) your decisions, actions, and omissions in reliance or based on the AI Customer Output. 

   3. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with Lica Services confidential. You shall not sell or transfer them to any other person or entity. You shall promptly notify us about any unauthorized access to your passwords or access credentials.

   4. Third-Party Products. Lica Services may permit access to Third-Party Products. For purposes of this Agreement, these Third-Party Products are subject to their own terms and conditions which may be presented to you for acceptance by website link or otherwise. Lica Services may also include or incorporate Third-Party Products licensed or provided by third parties that require us to pass through additional terms to you. You shall comply with all such applicable pass-through terms, through the Documentation, or otherwise, as such terms may be updated, modified, or added from time to time. We may add or remove Third-Party Products from time to time. If you do not agree to abide by the applicable terms for any Third-Party Products, then you should not install, access, or use these Third-Party Products or any Lica Services that include or incorporate these Third-Party Products.  

5. Service Levels and Support.

   1. Service Levels. Subject to the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to make Lica Services available ("Service Levels").

2. Support. The access and use rights granted hereunder entitle Customer to the support services described on the Order for the period set out in the Order and thereafter, solely if Customer purchases additional support services.

5. Fees and Payment. Unless otherwise provided in the Order, Customer shall pay Provider the fees as described on the Order ("Fees") within thirty (30) days from the invoice date without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date. If Customer fails to make any payment when due, without limiting Provider's other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if the failure continues for 15 days or more, Provider may suspend, under Section 3(f), Customer's and all other Authorized Users' access to any portion or all of Lica Services until such amounts are paid in full. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.

6. Confidential Information. From time to time during the Term, Provider and Customer 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, whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Without limiting the foregoing, Provider IP is Provider's Confidential 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; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. In addition, the receiving party will protect the disclosing party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the disclosing party’s request or upon termination or expiration of this Agreement, the receiving party will return to the disclosing party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the receiving party does not have a continuing right to use under this Agreement, and the receiving party will, upon request, certify to the disclosing party its compliance with this Section.

Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) 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 this Agreement, including to make required court filings. Each party's obligations of non-disclosure regarding Confidential Information are effective as of the date the Confidential Information is first disclosed to the receiving party and will continue as long as permitted by applicable law. 

7. Privacy Policy. Provider complies with its privacy policy, available at https://www.lica.world/privacy ("Privacy Policy"), in providing Lica Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through Lica Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

8. Intellectual Property Ownership; Feedback. 

   2. Provider IP. Customer acknowledges that, as between Customer and Provider, subject to Section 9(b) Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, for 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. Provider hereby grants you a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Provider IP and Third-Party Products solely to the extent incorporated into and necessary for you to use and otherwise exploit the AI Customer Output in accordance with the terms and conditions herein.

   3. Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data, except as set out in Section 9(a) with respect to Provider IP and Third-Party Products incorporated into AI Customer Output and subject to the license granted herein. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to (i) reproduce, distribute, and otherwise use and display the Customer Data and Process the Customer Data as may be necessary for Provider to provide Lica Services to Customer and (ii) use, modify, and adapt AI Customer Input and AI Customer Output to train, develop, adapt, modify, enhance, or improve Lica Services and other products or services, to the extent permitted by applicable law. Notwithstanding anything in this Agreement to the contrary, unless prohibited by applicable law, we may delete Customer Data at any time if we determine that Customer Data violates the terms of this Agreement or that deletion is necessary to comply with applicable law.

   4. Feedback. If you or any other Authorized User sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to Lica Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use that Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your Authorized Users to assign to us, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are have no obligation to acknowledge receipt of or use any Feedback.

9. Warranty and Disclaimer. 

   2. Customer Warranty. You represent, warrant, and covenant that (i) you own or otherwise have and will have all necessary rights, permissions, and consents in and relating to the Customer Data so that, as received by Provider and Processed in accordance with this Agreement, it does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law, and (ii) no Customer Data contains or will contain any Personal Information. 

   3. LICA SERVICES AND AI CUSTOMER OUTPUT ARE PROVIDED "AS IS" AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT ANY OF LICA SERVICES, PRODUCTS OR RESULTS OF THE USE THEREOF, INCLUDING ANY AI OUTPUTS, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU ACKNOWLEDGE THAT, GIVEN THE NATURE OF LICA SERVICES AND AI TECHNOLOGY, AI CUSTOMER OUTPUT (I) MAY BE INACCURATE, MISLEADING, BIASED, OR OFFENSIVE, (II) MAY BE THE SAME AS OR SIMILAR TO OUTPUT THE SERVICES GENERATE FOR OTHER CUSTOMERS, (III) MAY NOT QUALIFY FOR INTELLECTUAL PROPERTY PROTECTION, (IV) MAY BE SUBJECT TO THIRD PARTY TERMS, INCLUDING, AS APPLICABLE, OPEN SOURCE LICENSES, AND (V) DO NOT NECESSARILY REFLECT, AND MAY BE INCONSISTENT WITH, PROVIDER'S AND THIRD-PARTY PROVIDERS' VIEWS.

10. Indemnification. 

    2. Provider Indemnification. 

       1. Provider shall indemnify, defend, and hold Customer harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees ("Losses"), incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that Lica Services, or Customer's or any Authorized User's use thereof in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights, provided that Customer promptly notifies Provider in writing of the Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such Third-Party Claim.

       2. If such a Third-Party Claim is made or Provider reasonably anticipates such a Third-Party Claim will be made, Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace Lica Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

       3. This Section 11(a) will not apply to the extent that any such Third-Party Claim arises from (A) Customer's or any other Authorized User's use of Lica Services or AI Customer Output in combination with any products, services, or software not provided by or on behalf of Provider; (B) modifications to Lica Services or AI Customer Output other than by or on behalf of Provider; (C) AI Customer Input; (D) Third-Party Products (including to the extent allegedly infringing AI Customer Output derives from content from a Third-Party Product); (E) Customer's disablement or circumvention of any applicable source citation, filtering, or safety tools or functions of Lica Services; (F) your violation of this Agreement or applicable laws; (G) Training Data or AI Customer Output; or (H) trademark violations resulting from Customer's use of the AI Customer Output in trade or commerce.

    3. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the AI Customer Input, or Processing or any other use thereof in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; (ii) based on Customer's or any Authorized User's negligence or willful misconduct or use of Lica Services in a manner not authorized by this Agreement or applicable laws; provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

    4. Sole Remedy. THIS SECTION 11 SETS OUT CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT LICA SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 

11. Limitations of Liability. EXCEPT AS PROHIBITED BY LAW, IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS PROHIBITED BY, IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 12 DO NOT APPLY TO THE PARTIES’ OBLIGATIONS UNDER SECTION 7 OR SECTION 11 OR EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

12. Term and Termination. 

    2. Term. The term of this Agreement begins on the Effective Date and continues for the period set out in the Order (the "Term").

    3. Termination. In addition to any other express termination right set out in this Agreement:

       1. Either party may terminate this Agreement for any reason upon 60 days' advance notice. 

       2. Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach.

       3. Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

    4. Effect of Expiration or Termination. Upon expiration or termination of this Agreement, Customer shall immediately discontinue use of the Provider IP or Lica Services and all licenses granted hereunder by or on behalf of Provider shall immediately terminate. No expiration or termination of this Agreement will affect Customer's obligation to pay all Fees that may have become due before that expiration or termination, or entitle Customer to any refund. Within 60 days following expiration or termination of this Agreement, Provider may permanently delete Customer Data from Lica Services and all systems Provider controls, unless otherwise required by applicable law. Notwithstanding the foregoing and for the avoidance of doubt, Provider shall not be obligated to delete, destroy, or disable any modifications, developments, or improvements to Lica Services or any other products or services resulting from Provider's use of Customer Data pursuant to Section 9(b)(ii).

    5. Survival. This Section 13(d), Sections 6, 7, 9, 11, 12, 15, 16, 17, and 18, and any right, obligation, or required performance of the parties herein which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive termination or expiration.

13. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time without any prior written notice to you, and that modified terms become effective on posting. We suggest that you regularly check these Terms of Use to apprise yourself of any updates. You are responsible for reviewing and becoming familiar with any modifications. Your continued use of Lica Services after the effective date of the modifications will be deemed acceptance of the modified terms.  

14. Export Regulation. Lica Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release Lica Services or the software or technology included in Lica Services to, or make Lica Services or the software or technology included in Lica Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making Lica Services or the software or technology included in Lica Services available outside the US.

15. US Government Rights. Each of the software components that constitute Lica Services and the Documentation is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to Lica Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.

16. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the city of San Francisco and County of San Francisco, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. 

17. Arbitration and Class Action Waiver. The Parties agree that any dispute, controversy or claim arising out of or related to the Terms and Conditions shall be submitted to and decided by binding arbitration in the State of California. Arbitration shall be administered consistent with the rules of JAMS in effect at the time the arbitration is commenced. The Parties waive all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or collective action or representative claims against each other in court, arbitration, or any other proceeding. Any arbitral award determination shall be final and binding upon the Parties.  Costs of arbitration shall be equally divided between the Parties of the dispute to the extent not expressly prohibited by applicable laws. Each party shall bear his/her/its own attorneys’ fees to the extent not expressly prohibited by applicable laws. This agreement to arbitrate is freely negotiated between and is mutually entered into between the Parties. Each Party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. The Parties agree that any dispute should be resolved individually and not in connection with any type of class or collective actions or representative claims.

18. Miscellaneous. This Agreement, including the Order between you and us, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the body of this Agreement and the Order, the body of this Agreement controls unless the parties expressly indicate in the Order an intent to deviate from the terms of this Agreement. Any notices to us must be sent to purvanshi@lica.world or our corporate headquarters address and must be delivered either in person, by email, certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to Lica Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.