TERMS OF SERVICE

Welcome to Character2.ai! These Terms of Service ("Terms") constitute a legally binding agreement between you and Character2.ai, Inc. ("Character2.ai," "we," "our," or "us"). These Terms govern your access to and use of our website at Character2.ai and our mobile application (collectively, the "Platform"), along with all services, features, content, and functionality offered through the Platform (together with the Platform, the "Services").

Please read these Terms carefully before using our Services. By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services.

In these Terms, "you" refers to you as an individual user of the Services or, if you are accessing the Services on behalf of a legal entity, both you and that entity. If you are using the Services on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms and that such entity agrees to be responsible for any breach of these Terms by you or any other employee or agent of such entity.

IMPORTANT NOTICE: THESE TERMS CONTAIN AN ARBITRATION PROVISION THAT REQUIRES YOU TO ARBITRATE CLAIMS AGAINST CHARACTER2.AI ON AN INDIVIDUAL BASIS. THIS MEANS YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS OR OTHER REPRESENTATIVE PROCEEDINGS. PLEASE READ THIS PROVISION CAREFULLY.

1. ELIGIBILITY AND REGISTRATION

Age Requirements. You must be at least 18 years old to use our Services. By using the Services, you represent and warrant that you are at least 18 years old. Character2.ai does not knowingly collect information from or direct any of our Services to children under 18. If we learn that a user under 18 has created an account, we will promptly terminate that account.

Account Registration. To access certain features of our Services, you may need to register for an account. When registering, you agree to provide accurate, current, and complete information about yourself. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify Character2.ai of any unauthorized use of your account or any other breach of security.

Account Security. You are responsible for safeguarding your password and for restricting access to your account from your devices. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your account, whether or not you have authorized such activities or actions.

2. USE OF SERVICES

Acceptable Use. You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:

  • In any way that violates any applicable federal, state, local, or international law or regulation;
  • To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation;
  • To impersonate or attempt to impersonate Character2.ai, a Character2.ai employee, another user, or any other person or entity;
  • To engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which may harm Character2.ai or users of the Services;
  • To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.

Prohibited Content. You agree not to upload, transmit, or otherwise make available through the Services any content that:

  • Is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
  • Promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
  • Infringes any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any party;
  • Contains any material that could give rise to criminal or civil liability under applicable laws or regulations, or that otherwise may be in conflict with these Terms;
  • Is likely to deceive or mislead any person;
  • Promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory, or libelous;
  • Involves commercial activities such as contests, sweepstakes, and other sales promotions, barter, or advertising;
  • Contains software viruses, malware, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware;
  • Depicts or promotes animal cruelty or violence;
  • Involves minors in any way, including but not limited to content that sexualizes minors or depicts minors in harmful situations;
  • Promotes self-harm, suicide, or eating disorders;
  • Promotes terrorism, violent extremism, or illegal activities;
  • Attempts to provide professional advice in regulated fields such as medicine, law, or finance.

Service Modifications. Character2.ai reserves the right to modify, suspend, or discontinue the Services (or any part thereof) at any time with or without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

3. INTELLECTUAL PROPERTY RIGHTS

Our Intellectual Property. The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Character2.ai, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

License to Use Services. Subject to your compliance with these Terms, Character2.ai grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal, non-commercial use. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials;
  • You may store files that are automatically cached by your Web browser for display enhancement purposes;
  • You may print or download one copy of a reasonable number of pages of the website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

User Content. By submitting, posting, or displaying content on or through the Services ("User Content"), you grant Character2.ai a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such User Content in any and all media or distribution methods now known or later developed. This license authorizes us to make your User Content available to the rest of the world and to let others do the same.

AI-Generated Content. When you create an AI character ("Character") using our Services, you retain ownership rights to that Character's design and configuration. Similarly, when you interact with a Character and receive generated content ("Generations"), you own those specific Generations that result from your interactions. However, you grant Character2.ai a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Characters and Generations for the purposes of providing, improving, and promoting our Services.

Feedback. Any feedback, comments, or suggestions you may provide regarding the Services is entirely voluntary, and we will be free to use such feedback, comments, or suggestions without any obligation to you.

4. COPYRIGHT INFRINGEMENT

DMCA Compliance. Character2.ai respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent with the following information:

  1. An electronic or physical signature of the copyright owner or a person authorized to act on their behalf;
  2. A description of the copyrighted work that you claim has been infringed;
  3. A description of where the material that you claim is infringing is located on the Services, with enough detail that we can find it;
  4. Your contact information, including your address, telephone number, and email address;
  5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our designated copyright agent for notice of alleged copyright infringement can be reached at: copyright@character2.ai

Repeat Infringers. Character2.ai will terminate the accounts of users that are determined to be repeat infringers of others' copyrights.

5. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, CHARACTER2.AI EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

CHARACTER2.AI MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. CHARACTER2.AI MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES, INCLUDING AI-GENERATED CONTENT.

YOU ACKNOWLEDGE THAT AI-GENERATED CONTENT IS INHERENTLY UNPREDICTABLE AND MAY PRODUCE OUTPUTS THAT ARE INACCURATE, OFFENSIVE, OR INAPPROPRIATE. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF ANY AI-GENERATED CONTENT.

6. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHARACTER2.AI AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

  1. YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES;
  2. ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES;
  3. ANY CONTENT OBTAINED FROM THE SERVICES;
  4. UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT;
  5. ANY AI-GENERATED CONTENT, INCLUDING CHARACTERS AND GENERATIONS.

IN NO EVENT SHALL CHARACTER2.AI'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF: (A) $100 USD OR (B) THE AMOUNT PAID BY YOU TO CHARACTER2.AI FOR THE SERVICES DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT CHARACTER2.AI HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE.

7. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Character2.ai, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your User Content, any use of the Services' content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Services.

8. DISPUTE RESOLUTION

Governing Law. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule.

Agreement to Arbitrate. You and Character2.ai agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Services (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

Arbitration Procedures. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes then in effect. The arbitration will be conducted in Santa Clara County, California, unless you and Character2.ai agree otherwise. The arbitrator will have exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

Class Action Waiver. YOU AND CHARACTER2.AI 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 Character2.ai 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.

Opt-Out Right. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Character2.ai, Attn: Legal Department, or to the following email address: legal@character2.ai, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Character2.ai username (if any), the email address you used to set up your Character2.ai account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you.

9. TERMINATION

Character2.ai may terminate or suspend your access to all or part of the Services, without notice, for any conduct that Character2.ai, in its sole discretion, believes is in violation of these Terms or is harmful to the interests of another user, a third-party, or Character2.ai. Upon termination, your right to use the Services will immediately cease.

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

10. CHANGES TO TERMS

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

11. MISCELLANEOUS

Entire Agreement. These Terms constitute the entire agreement between you and Character2.ai regarding our Services and supersede all prior and contemporaneous written or oral agreements between you and Character2.ai.

Waiver and Severability. No waiver by Character2.ai of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Character2.ai to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Character2.ai without restriction. Any assignment attempted to be made in violation of these Terms shall be void.

Contact Information. Questions or comments about the Services or these Terms may be directed to Character2.ai by emailing support@character2.ai.

TERMS OF SERVICE

Welcome to Character2.ai! These Terms of Service ("Terms") constitute a legally binding agreement between you and Character2.ai, Inc. ("Character2.ai," "we," "our," or "us"). These Terms govern your access to and use of our website at Character2.ai and our mobile application (collectively, the "Platform"), along with all services, features, content, and functionality offered through the Platform (together with the Platform, the "Services").

Please read these Terms carefully before using our Services. By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services.

In these Terms, "you" refers to you as an individual user of the Services or, if you are accessing the Services on behalf of a legal entity, both you and that entity. If you are using the Services on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms and that such entity agrees to be responsible for any breach of these Terms by you or any other employee or agent of such entity.

IMPORTANT NOTICE: THESE TERMS CONTAIN AN ARBITRATION PROVISION THAT REQUIRES YOU TO ARBITRATE CLAIMS AGAINST CHARACTER2.AI ON AN INDIVIDUAL BASIS. THIS MEANS YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS OR OTHER REPRESENTATIVE PROCEEDINGS. PLEASE READ THIS PROVISION CAREFULLY.

1. ELIGIBILITY AND REGISTRATION

Age Requirements. You must be at least 18 years old to use our Services. By using the Services, you represent and warrant that you are at least 18 years old. Character2.ai does not knowingly collect information from or direct any of our Services to children under 18. If we learn that a user under 18 has created an account, we will promptly terminate that account.

Account Registration. To access certain features of our Services, you may need to register for an account. When registering, you agree to provide accurate, current, and complete information about yourself. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify Character2.ai of any unauthorized use of your account or any other breach of security.

Account Security. You are responsible for safeguarding your password and for restricting access to your account from your devices. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your account, whether or not you have authorized such activities or actions.

2. USE OF SERVICES

Acceptable Use. You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:

  • In any way that violates any applicable federal, state, local, or international law or regulation;
  • To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation;
  • To impersonate or attempt to impersonate Character2.ai, a Character2.ai employee, another user, or any other person or entity;
  • To engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which may harm Character2.ai or users of the Services;
  • To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.

Prohibited Content. You agree not to upload, transmit, or otherwise make available through the Services any content that:

  • Is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
  • Promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
  • Infringes any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any party;
  • Contains any material that could give rise to criminal or civil liability under applicable laws or regulations, or that otherwise may be in conflict with these Terms;
  • Is likely to deceive or mislead any person;
  • Promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory, or libelous;
  • Involves commercial activities such as contests, sweepstakes, and other sales promotions, barter, or advertising;
  • Contains software viruses, malware, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware;
  • Depicts or promotes animal cruelty or violence;
  • Involves minors in any way, including but not limited to content that sexualizes minors or depicts minors in harmful situations;
  • Promotes self-harm, suicide, or eating disorders;
  • Promotes terrorism, violent extremism, or illegal activities;
  • Attempts to provide professional advice in regulated fields such as medicine, law, or finance.

Service Modifications. Character2.ai reserves the right to modify, suspend, or discontinue the Services (or any part thereof) at any time with or without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

3. INTELLECTUAL PROPERTY RIGHTS

Our Intellectual Property. The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Character2.ai, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

License to Use Services. Subject to your compliance with these Terms, Character2.ai grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal, non-commercial use. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials;
  • You may store files that are automatically cached by your Web browser for display enhancement purposes;
  • You may print or download one copy of a reasonable number of pages of the website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

User Content. By submitting, posting, or displaying content on or through the Services ("User Content"), you grant Character2.ai a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such User Content in any and all media or distribution methods now known or later developed. This license authorizes us to make your User Content available to the rest of the world and to let others do the same.

AI-Generated Content. When you create an AI character ("Character") using our Services, you retain ownership rights to that Character's design and configuration. Similarly, when you interact with a Character and receive generated content ("Generations"), you own those specific Generations that result from your interactions. However, you grant Character2.ai a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Characters and Generations for the purposes of providing, improving, and promoting our Services.

Feedback. Any feedback, comments, or suggestions you may provide regarding the Services is entirely voluntary, and we will be free to use such feedback, comments, or suggestions without any obligation to you.

4. COPYRIGHT INFRINGEMENT

DMCA Compliance. Character2.ai respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent with the following information:

  1. An electronic or physical signature of the copyright owner or a person authorized to act on their behalf;
  2. A description of the copyrighted work that you claim has been infringed;
  3. A description of where the material that you claim is infringing is located on the Services, with enough detail that we can find it;
  4. Your contact information, including your address, telephone number, and email address;
  5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our designated copyright agent for notice of alleged copyright infringement can be reached at: copyright@character2.ai

Repeat Infringers. Character2.ai will terminate the accounts of users that are determined to be repeat infringers of others' copyrights.

5. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, CHARACTER2.AI EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

CHARACTER2.AI MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. CHARACTER2.AI MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES, INCLUDING AI-GENERATED CONTENT.

YOU ACKNOWLEDGE THAT AI-GENERATED CONTENT IS INHERENTLY UNPREDICTABLE AND MAY PRODUCE OUTPUTS THAT ARE INACCURATE, OFFENSIVE, OR INAPPROPRIATE. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF ANY AI-GENERATED CONTENT.

6. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHARACTER2.AI AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

  1. YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES;
  2. ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES;
  3. ANY CONTENT OBTAINED FROM THE SERVICES;
  4. UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT;
  5. ANY AI-GENERATED CONTENT, INCLUDING CHARACTERS AND GENERATIONS.

IN NO EVENT SHALL CHARACTER2.AI'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF: (A) $100 USD OR (B) THE AMOUNT PAID BY YOU TO CHARACTER2.AI FOR THE SERVICES DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT CHARACTER2.AI HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE.

7. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Character2.ai, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your User Content, any use of the Services' content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Services.

8. DISPUTE RESOLUTION

Governing Law. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule.

Agreement to Arbitrate. You and Character2.ai agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Services (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

Arbitration Procedures. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes then in effect. The arbitration will be conducted in Santa Clara County, California, unless you and Character2.ai agree otherwise. The arbitrator will have exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

Class Action Waiver. YOU AND CHARACTER2.AI 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 Character2.ai 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.

Opt-Out Right. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Character2.ai, Attn: Legal Department, or to the following email address: legal@character2.ai, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Character2.ai username (if any), the email address you used to set up your Character2.ai account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you.

9. TERMINATION

Character2.ai may terminate or suspend your access to all or part of the Services, without notice, for any conduct that Character2.ai, in its sole discretion, believes is in violation of these Terms or is harmful to the interests of another user, a third-party, or Character2.ai. Upon termination, your right to use the Services will immediately cease.

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

10. CHANGES TO TERMS

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

11. MISCELLANEOUS

Entire Agreement. These Terms constitute the entire agreement between you and Character2.ai regarding our Services and supersede all prior and contemporaneous written or oral agreements between you and Character2.ai.

Waiver and Severability. No waiver by Character2.ai of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Character2.ai to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Character2.ai without restriction. Any assignment attempted to be made in violation of these Terms shall be void.

Contact Information. Questions or comments about the Services or these Terms may be directed to Character2.ai by emailing support@character2.ai.