Filmadex Terms of Service

These Terms of Service ("Terms") are a legally binding agreement between you and Okliko Inc., a Delaware corporation and the operator of Filmadex.

"Filmadex," "Okliko," "we," "us," and "our" refer to Okliko Inc. "You" and "your" refer to the individual or entity accessing or using Filmadex.

These Terms govern your access to and use of the Filmadex website, applications, project workspaces, artificial intelligence features, collaboration tools, project-development tools, trailer and media tools, subscription services, and related products and services collectively referred to as the "Service."

By creating an account, accepting an invitation, purchasing a subscription, clicking to accept these Terms, or otherwise accessing or using the Service, you agree to:

• these Terms;
• the Filmadex Privacy Policy;
• the Filmadex IP & Data Ownership Policy;
• the Filmadex Data Processing Addendum, where applicable;
• any plan, promotion, beta, or feature-specific terms presented to you; and
• any additional written agreement entered into between you and Okliko Inc.

If you do not agree, you may not use the Service.

1. Eligibility and Authority

You must be at least 18 years old to use Filmadex.

By using Filmadex, you represent and warrant that:

• you are legally capable of entering into a binding agreement;
• you are not prohibited from using the Service under applicable law;
• all information you provide is accurate and current;
• you will comply with these Terms and all applicable laws; and
• if you use Filmadex for a company, production company, organization, project owner, employer, or other entity, you have authority to bind that entity to these Terms.

Filmadex is not directed to children or minors.

We may refuse registration, restrict access, require verification, or close an account at our discretion, subject to applicable law.

2. Filmadex Service

Filmadex provides technology intended to assist users with developing, organizing, analyzing, visualizing, packaging, presenting, sharing, and collaborating on film and other creative projects.

Features may include:

• project-development workspaces;
• script importing and analysis;
• logline, synopsis, treatment, character, scene, and story tools;
• coverage and project-analysis tools;
• storyboard and shot-development tools;
• image, animation, audio, and video features;
• trailer-development and trailer-upload tools;
• project packaging and presentation tools;
• cast, crew, asset, and collaborator management;
• public or private project sharing; and
• artificial intelligence-assisted tools.

Features may differ by plan, account, location, device, project role, availability, and testing status.

Filmadex may add, modify, limit, replace, suspend, or discontinue any portion of the Service at any time.

3. No Guarantee of Project Results

Filmadex is a technology platform.

Filmadex does not guarantee that any project will:

• receive favorable coverage or evaluation;
• be selected for a program, showcase, festival, slate, or opportunity;
• attract producers, cast, crew, agents, managers, financiers, buyers, investors, distributors, or audiences;
• receive financing;
• obtain production, distribution, or representation;
• be acquired, optioned, licensed, released, or commercially successful;
• meet legal, guild, union, insurance, production, financing, or distribution requirements; or
• achieve any creative, professional, financial, or commercial result.

Filmadex is not acting as your producer, agent, manager, attorney, financial adviser, investment adviser, distributor, casting director, employer, fiduciary, insurer, or representative.

Use of Filmadex does not create an agency, fiduciary, partnership, employment, joint venture, or production relationship.

4. Accounts and Account Security

You are responsible for:

• maintaining the confidentiality of your login credentials;
• maintaining control of the email account associated with your Filmadex account;
• all actions taken through your account;
• protecting devices used to access Filmadex;
• using appropriate passwords and security controls;
• limiting account access to authorized people; and
• promptly notifying Filmadex of suspected unauthorized access.

You may not share credentials in a manner that circumvents subscription, seat, collaborator, project, usage, or access restrictions.

To the maximum extent permitted by law, Filmadex is not responsible for loss or harm resulting from unauthorized use of your account, credentials, devices, or project permissions unless caused solely by Filmadex's gross negligence or willful misconduct.

Contact [email protected] promptly if you suspect unauthorized account activity.

5. Project Owners, Administrators, and Collaborators

A user who creates or controls a project may be designated as its owner or administrator.

Project owners and administrators may be able to:

• invite or remove collaborators;
• assign roles and permissions;
• control project settings;
• grant access to project materials;
• publish or share project content;
• initiate paid or AI-enabled actions; and
• delete or transfer projects where supported.

The project owner is solely responsible for:

• deciding who may access a project;
• assigning appropriate permissions;
• obtaining authorization to invite collaborators;
• ensuring collaborator email addresses and personal information are used lawfully;
• removing access when it is no longer appropriate;
• maintaining appropriate confidentiality agreements;
• resolving ownership and chain-of-title matters; and
• communicating applicable restrictions to collaborators.

A person's ability to access or edit a Filmadex project does not establish that person's ownership of the project or any contribution.

Removing a collaborator from a project does not determine or extinguish any copyright, contractual, compensation, credit, employment, or other legal right that person may have.

Filmadex does not adjudicate disputes between project owners, writers, contributors, collaborators, employers, contractors, production companies, financiers, cast, crew, or other participants.

6. Subscriptions and Paid Services

Certain features require a subscription, payment, usage allowance, or separate purchase.

Prices, billing periods, included features, and usage limits are displayed at the time of purchase or within the applicable plan description.

By purchasing a paid service, you authorize Okliko Inc. and its payment processor to charge:

• the stated subscription or purchase price;
• applicable taxes;
• disclosed usage charges;
• renewal charges; and
• any other charges you expressly authorize.

You are responsible for keeping payment information current.

We may suspend or restrict paid features if:

• payment is declined;
• an amount remains unpaid;
• a payment is reversed;
• a chargeback is submitted;
• fraud is suspected; or
• billing information is invalid.

Automatic Renewal

Unless otherwise stated, paid subscriptions automatically renew for successive billing periods until canceled.

The renewal price will be the then-current price for the applicable plan unless another price has been expressly promised.

We may change prices prospectively. We will provide notice when legally required before a changed price applies to a renewing subscription.

Cancellation

You may cancel through the billing or account functionality made available within Filmadex.

You may also contact [email protected] if you are unable to access the available cancellation method.

Cancellation normally takes effect at the end of the then-current paid billing period. You will generally retain access until that period ends.

Refunds

Except where required by law or expressly stated in writing:

• fees are non-refundable;
• partial subscription periods are not refunded;
• unused features or usage allowances are not refunded;
• dissatisfaction with an AI output does not create a refund right;
• failure to use the Service does not create a refund right; and
• cancellation does not retroactively reverse previous charges.

Any discretionary refund, account credit, or usage restoration does not create an obligation to provide the same remedy in another case.

7. AI Credits, Usage Allowances, and Limits

A Filmadex plan may include limits or allowances relating to:

• AI text operations;
• image generations;
• animation or video duration;
• trailer creation;
• storage;
• projects;
• collaborators;
• exports;
• file size;
• processing quality; or
• other features.

Usage allowances and credits:

• are contractual permissions to use designated features;
• are not money, currency, property, securities, or stored financial value;
• have no cash value;
• may not be sold, exchanged, transferred, or redeemed;
• may be limited to specific features, models, formats, durations, or quality levels;
• may reset, expire, or change according to the applicable plan;
• may not roll over unless Filmadex expressly states otherwise; and
• may be revoked if obtained through fraud, error, abuse, or unauthorized activity.

Usage may be recorded when a request is submitted, accepted, reserved, or begins processing.

AI requests may fail, time out, be rejected, produce unexpected results, or be blocked by provider or safety systems.

Unless required by law or expressly promised:

• a failed generation does not automatically require a credit reversal;
• an unsatisfactory or unusable output does not automatically require a credit reversal;
• a generation that technically completes may be treated as consumed; and
• Filmadex may determine whether a confirmed technical failure qualifies for restoration.

Filmadex's usage records will control absent clear evidence of a billing or measurement error.

8. User Content

"User Content" includes any material submitted, uploaded, entered, generated, edited, transmitted, stored, published, or made available through Filmadex, including:

• scripts;
• treatments;
• loglines;
• synopses;
• outlines;
• story and character information;
• project documents;
• images;
• storyboards;
• artwork;
• photographs;
• footage;
• trailers;
• animation;
• video;
• music;
• sound recordings;
• dialogue;
• voiceover;
• voice recordings;
• names and likenesses;
• prompts;
• instructions;
• AI inputs and outputs;
• cast and crew information;
• comments;
• notes;
• feedback;
• metadata; and
• collaborator contributions.

As between you and Filmadex, you retain any ownership rights you lawfully hold in your User Content.

Ownership is further addressed in the Filmadex IP & Data Ownership Policy.

9. License to Filmadex

You grant Okliko Inc., its affiliates, successors, assignees, contractors, subprocessors, and service providers a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, reproduce, transmit, process, analyze, format, modify, adapt, translate, display, perform, distribute, create technical derivatives of, and otherwise use User Content solely as reasonably necessary to:

• provide the Service;
• complete actions you request;
• operate project workspaces;
• enable collaboration;
• create previews, thumbnails, transcodes, exports, and alternate technical formats;
• generate requested AI outputs;
• display content to audiences you select;
• publish public or shared content at your direction;
• provide customer support;
• maintain, secure, test, troubleshoot, and improve the operation of Filmadex;
• detect fraud, abuse, infringement, or prohibited activity;
• enforce these Terms;
• comply with law; and
• complete a merger, financing, acquisition, restructuring, asset transfer, or similar corporate transaction.

This license permits Filmadex to sublicense relevant rights to service providers that assist in providing the Service.

To the extent permitted by law, you waive and agree not to assert moral rights against Filmadex or its service providers solely with respect to uses authorized by this license.

The license does not authorize Filmadex to independently option, produce, finance, sell, license, or distribute your film project for Filmadex's own commercial exploitation.

The license generally ends when the applicable User Content is deleted, except to the extent that:

• processing was already initiated;
• copies remain in routine backups;
• retention is required for security, legal, fraud-prevention, or dispute purposes;
• the content was made public;
• the content was shared with or exported by another user;
• another lawful rights holder retains the content; or
• continued use is otherwise permitted by these Terms.

10. User Representations and Warranties

You represent and warrant that:

• you own or control all rights needed to submit and use your User Content;
• your User Content and intended use comply with law;
• your User Content does not infringe copyright, trademark, moral, privacy, publicity, contractual, confidentiality, or other rights;
• you have obtained all necessary licenses, releases, consents, notices, and permissions;
• you have authority to provide personal information relating to other people;
• your instructions to Filmadex are lawful;
• your User Content is not misleading in a manner likely to cause unlawful harm;
• your User Content does not contain malicious code; and
• Filmadex's permitted processing of your User Content will not violate another person's rights.

These responsibilities include obtaining any rights needed for:

• scripts and underlying works;
• adaptations;
• music compositions;
• sound recordings;
• photographs;
• footage;
• artwork;
• trademarks;
• locations;
• performances;
• names and likenesses;
• voices;
• digital replicas;
• cast and crew information;
• confidential materials;
• project submissions; and
• third-party project contributions.

11. Artificial Intelligence Features

Certain Filmadex features use artificial intelligence, machine learning, automation, or third-party model providers.

You understand that AI outputs may:

• be inaccurate;
• contain factual or creative errors;
• include technical artifacts;
• misinterpret your instructions;
• omit important information;
• be incomplete or inconsistent;
• resemble outputs generated for other users;
• contain biased, offensive, inappropriate, or unexpected material;
• be rejected or modified by safety systems;
• fail to reflect professional filmmaking standards;
• fail to qualify for copyright or other intellectual property protection;
• incorporate elements that require clearance; or
• be unsuitable for publication, production, advertising, financing, distribution, or commercial use.

You are responsible for reviewing, editing, verifying, clearing, and approving all AI outputs before relying on or using them.

Filmadex does not guarantee that an AI output is:

• unique;
• exclusive;
• original;
• accurate;
• copyrightable;
• registrable;
• non-infringing;
• commercially usable;
• free of third-party rights;
• suitable for a particular purpose; or
• accepted by any producer, distributor, investor, guild, union, insurer, platform, regulator, or other party.

You must not represent that an AI output was created entirely by a human where such a representation would be false, misleading, or unlawful.

You are responsible for complying with any legally required disclosure, attribution, labeling, consent, provenance, or recordkeeping obligations.

The processing and use of AI inputs and outputs are further described in the Filmadex Privacy Policy and IP & Data Ownership Policy.

12. Real People, Voices, Likenesses, and Digital Replicas

You may not use Filmadex to create, upload, edit, or distribute an unauthorized or unlawful simulation, impersonation, endorsement, digital replica, cloned voice, or recognizable depiction of a real person.

You must have all rights and permissions required to use a real person's:

• name;
• image;
• likeness;
• voice;
• performance;
• appearance;
• movements;
• personal characteristics;
• biographical information; or
• identity.

You are solely responsible for determining whether consent, compensation, guild terms, union terms, employment terms, publicity rights, privacy rights, or other requirements apply.

Filmadex may remove, restrict, or refuse content involving real people at its discretion.

13. Sensitive and Restricted Personal Information

Unless a specific Filmadex feature expressly requests the information and its submission is lawful and necessary, you may not upload:

• government identification numbers;
• complete financial-account information;
• complete payment-card information;
• passwords or authentication credentials;
• medical or health records concerning an identifiable person;
• genetic data;
• biometric identifiers used to uniquely identify a person;
• information concerning criminal convictions or allegations;
• highly sensitive employment records;
• personal information concerning children or minors; or
• information subject to a specialized legal regime that Filmadex has not expressly agreed in writing to support.

Photographs, video, voice recordings, and likeness materials may be submitted only when you have the required authority and rights.

14. Public, Shared, and Published Content

Filmadex may allow you to publish project materials publicly or share them through links, invitations, project pages, social platforms, or other distribution methods.

You are solely responsible for deciding whether and how to share content.

Once content is made public or shared:

• recipients may view, save, copy, record, discuss, redistribute, or misuse it;
• search engines or social platforms may index or cache it;
• collaborators may retain exported copies;
• confidentiality may be lost; and
• Filmadex may be unable to retrieve or delete third-party copies.

Filmadex is not responsible for the use of content by an authorized recipient or public audience.

Do not publish confidential, proprietary, sensitive, uncleared, or unreleased project materials unless you accept the risks of publication.

15. User Content and Conduct Restrictions

You may not use Filmadex to create, submit, upload, store, display, distribute, or facilitate content or conduct that:

• violates applicable law;
• infringes intellectual property rights;
• violates privacy, publicity, confidentiality, or contractual rights;
• impersonates another person;
• falsely suggests sponsorship, authorization, or endorsement;
• is fraudulent, deceptive, defamatory, or unlawfully misleading;
• harasses, threatens, exploits, or endangers another person;
• promotes unlawful discrimination, hatred, or violence;
• contains unlawful sexual content;
• sexually exploits or depicts minors;
• facilitates terrorism, trafficking, fraud, or unlawful violence;
• includes malware, spyware, ransomware, or malicious code;
• unlawfully collects or discloses personal information;
• is submitted without required rights or consent;
• interferes with another person's use of Filmadex; or
• exposes Filmadex or another party to legal or security risk.

Filmadex may determine, in its reasonable discretion, whether content or conduct violates these Terms.

16. Technical and Competitive Restrictions

You may not:

• access another person's account without authorization;
• bypass or circumvent access, subscription, credit, safety, or usage controls;
• reverse engineer, decompile, disassemble, decode, or attempt to derive source code except where applicable law expressly prohibits this restriction;
• scrape, crawl, index, harvest, or data-mine Filmadex without written permission;
• use bots or automated systems to access Filmadex in an unauthorized manner;
• interfere with security or availability;
• probe or test vulnerabilities without written authorization;
• overload Filmadex systems;
• copy or reproduce Filmadex's interface, workflow, databases, or proprietary materials;
• frame or mirror the Service;
• resell Filmadex access without written authorization;
• use Filmadex to build a competing service;
• use Filmadex content, outputs, or platform data to train a competing model or system where prohibited by law, provider terms, or these Terms;
• conceal the origin of automated requests; or
• use Filmadex in a way that creates unreasonable cost, risk, or operational burden.

17. Monitoring, Enforcement, and Investigations

Filmadex has no obligation to monitor all User Content or user activity.

Filmadex may, but is not required to:

• review content;
• use automated moderation systems;
• investigate suspected violations;
• preserve relevant records;
• restrict or remove content;
• suspend processing;
• block uploads or generations;
• report unlawful conduct;
• cooperate with legally valid requests; or
• take other action Filmadex reasonably considers necessary.

Filmadex may remove or permanently delete User Content without prior notice where reasonably necessary to:

• enforce these Terms;
• respond to infringement or legal complaints;
• protect users or third parties;
• prevent fraud or abuse;
• comply with law;
• protect Filmadex's systems or reputation; or
• respond to a service-provider restriction.

Filmadex does not endorse User Content or any opinion, recommendation, representation, or advice expressed by users.

To the maximum extent permitted by law, Filmadex disclaims liability for User Content and the acts or omissions of users, collaborators, invitees, and third parties.

18. Third-Party Services and Providers

Filmadex relies on third parties to provide portions of the Service, including providers of:

• hosting;
• data storage;
• authentication;
• payment processing;
• artificial intelligence;
• image, audio, animation, and video processing;
• email delivery;
• security;
• logging;
• analytics;
• communications; and
• infrastructure.

Third-party services may be governed by their own terms, policies, restrictions, availability, and technical limitations.

Filmadex is not responsible for:

• a third party's service;
• third-party outages;
• model or provider changes;
• provider safety decisions;
• third-party content;
• external websites;
• third-party data practices;
• rejected or delayed processing;
• discontinued models or features; or
• acts or omissions outside Filmadex's reasonable control.

Filmadex may replace or change providers without notice where reasonably necessary.

19. Data Protection Roles and DPA

Okliko Inc. generally acts as controller of personal information used for:

• account administration;
• subscriptions;
• billing;
• customer support;
• communications;
• security;
• fraud prevention;
• platform analytics; and
• Filmadex's own business operations.

When an organizational customer or project owner submits personal information within project materials and directs Filmadex to process that information solely to provide the Service, the customer generally acts as controller or business and Okliko Inc. generally acts as processor or service provider.

The Filmadex Data Processing Addendum applies where required and forms part of these Terms.

A customer acting as controller is responsible for:

• establishing a lawful basis for processing;
• providing legally required notices;
• obtaining required consent;
• responding to data-subject requests;
• complying with applicable privacy law;
• ensuring its instructions are lawful; and
• avoiding the submission of prohibited sensitive information.

20. Filmadex Intellectual Property

Okliko Inc. and its licensors own all rights, title, and interest in:

• the Filmadex software;
• source code and object code;
• interface;
• visual design;
• branding;
• trademarks;
• databases;
• workflows;
• functionality;
• documentation;
• system prompts;
• templates;
• platform-generated system materials;
• internal processes;
• analytics;
• model-routing logic; and
• underlying technology.

Subject to these Terms, Filmadex grants you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable right to use the Service for its intended purpose during your authorized access.

No right is granted except as expressly stated.

21. Feedback

If you provide suggestions, ideas, comments, feature requests, testing feedback, or other feedback concerning Filmadex, you grant Okliko Inc. a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use, reproduce, modify, commercialize, and otherwise exploit that feedback without compensation or restriction.

Feedback does not include ownership of your underlying script, story, characters, project, or confidential project materials merely because you discuss them while requesting support.

22. Confidentiality and Independent Protection

Filmadex will handle non-public project content as described in its Privacy Policy and IP & Data Ownership Policy.

However:

• Filmadex is not a substitute for a nondisclosure agreement;
• access permissions do not replace written collaborator agreements;
• Filmadex does not establish chain of title;
• no online service can guarantee absolute security;
• authorized collaborators may copy or disclose content; and
• Filmadex is not responsible for enforcing private agreements between users.

You should independently protect valuable intellectual property through appropriate contracts, copyright registrations, releases, assignments, confidentiality agreements, and professional advice.

23. Copyright and Intellectual Property Complaints

Filmadex respects intellectual property rights.

A copyright or other intellectual property complaint may be sent to:

[email protected]

A complaint should include sufficient information to identify:

• the rights allegedly infringed;
• the protected work;
• the disputed material;
• the location of the disputed material;
• the complaining party;
• the basis of the complaint; and
• the complaining party's authority to act.

Filmadex may remove or restrict disputed content, notify the affected user, request additional information, restore content, or take other appropriate action.

Filmadex may terminate accounts of repeat infringers in appropriate circumstances.

If Okliko Inc. registers a designated agent under the Digital Millennium Copyright Act, the legally required agent information will be published separately in a Filmadex Copyright and DMCA Notice.

Knowingly submitting a false infringement complaint may create legal liability.

24. Beta and Experimental Features

Filmadex may provide beta, preview, test, pilot, experimental, or early-access features.

Such features may:

• be incomplete;
• contain errors;
• change without notice;
• operate inconsistently;
• have reduced security or reliability;
• produce unexpected results;
• have limited support;
• be subject to additional terms; or
• be discontinued.

You use beta and experimental features at your own risk.

Unless required by law, Filmadex has no obligation to continue or commercially release a beta feature.

25. Suspension and Termination

You may stop using Filmadex at any time.

Filmadex may immediately restrict, suspend, or terminate access if Filmadex reasonably believes:

• you violated these Terms;
• payment is overdue or reversed;
• your account creates fraud, security, legal, or operational risk;
• your conduct may harm Filmadex, another user, or a third party;
• your content may infringe rights;
• your use violates provider restrictions;
• suspension is required by law;
• continued service is commercially impracticable; or
• your account has been inactive for an extended period.

Filmadex may also terminate or discontinue all or part of the Service with notice where reasonably practicable.

If Filmadex terminates a paid subscription without cause and applicable law requires compensation, Filmadex may provide a prorated refund or service credit for the unused prepaid period.

Upon termination:

• your right to use the Service ends;
• associated collaborators may lose access;
• you may lose access to User Content;
• unpaid amounts become due;
• Filmadex may delete or retain information as described in its policies; and
• provisions intended to survive will remain effective.

You may not create another account to evade a suspension or termination.

26. Export, Backup, and Data Loss

You are responsible for maintaining independent copies of materials you cannot afford to lose.

Filmadex may provide storage, export, download, or sharing features, but Filmadex is not an archival, legal-deposit, or guaranteed backup service.

Filmadex does not guarantee that:

• every item can be exported;
• every export will preserve formatting or metadata;
• deleted content can be recovered;
• content will remain available indefinitely;
• third-party formats will remain supported; or
• processing failures will not damage or alter content.

Before closing an account or project, you should export and independently retain materials you need.

To the maximum extent permitted by law, Filmadex is not liable for loss, corruption, deletion, alteration, or inability to recover User Content.

27. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS."

USE OF FILMADEX IS AT YOUR SOLE RISK.

OKLIKO INC., FILMADEX, AND THEIR AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• TITLE;
• NON-INFRINGEMENT;
• ACCURACY;
• COMPLETENESS;
• AVAILABILITY;
• SECURITY;
• RELIABILITY;
• QUIET ENJOYMENT;
• COURSE OF DEALING; AND
• COURSE OF PERFORMANCE.

FILMADEX DOES NOT WARRANT THAT:

• THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE;
• DEFECTS WILL BE CORRECTED;
• THE SERVICE WILL BE SECURE;
• USER CONTENT WILL NOT BE LOST;
• OUTPUTS WILL BE ACCURATE OR UNIQUE;
• OUTPUTS WILL BE LEGALLY PROTECTABLE OR CLEARED;
• THE SERVICE WILL MEET YOUR REQUIREMENTS;
• ANY PROJECT WILL ACHIEVE A PARTICULAR RESULT; OR
• THIRD-PARTY SERVICES WILL REMAIN AVAILABLE.

NO ORAL OR WRITTEN STATEMENT CREATES A WARRANTY UNLESS EXPRESSLY INCLUDED IN A SIGNED WRITTEN AGREEMENT WITH OKLIKO INC.

Some jurisdictions do not permit certain warranty exclusions. In those jurisdictions, exclusions apply only to the maximum extent permitted.

28. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OKLIKO INC., FILMADEX, AND THEIR AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR:

• INDIRECT DAMAGES;
• INCIDENTAL DAMAGES;
• SPECIAL DAMAGES;
• CONSEQUENTIAL DAMAGES;
• EXEMPLARY DAMAGES;
• PUNITIVE DAMAGES;
• LOST PROFITS;
• LOST REVENUE;
• LOST BUSINESS;
• LOST OPPORTUNITIES;
• LOST FINANCING;
• LOST PRODUCTION OR DISTRIBUTION OPPORTUNITIES;
• LOST DATA;
• LOSS OF GOODWILL;
• PROJECT DELAYS;
• PRODUCTION COSTS;
• COSTS OF SUBSTITUTE SERVICES;
• PERSONAL OR PROPERTY DAMAGE;
• UNAUTHORIZED COLLABORATOR CONDUCT;
• THIRD-PARTY CLAIMS; OR
• DAMAGES ARISING FROM AI OUTPUTS, USER CONTENT, OR THIRD-PARTY SERVICES.

These exclusions apply regardless of:

• the legal theory asserted;
• whether damages were foreseeable;
• whether Filmadex was advised of the possibility; and
• whether a limited remedy fails its essential purpose.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF OKLIKO INC. AND FILMADEX ARISING FROM OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

• THE AMOUNT YOU PAID TO FILMADEX DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
• $100.

The limitation applies collectively to all claims and is not increased by multiple claims, users, projects, subscriptions, or events.

Nothing in these Terms limits liability that cannot lawfully be limited.

29. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Okliko Inc., Filmadex, and their affiliates, successors, officers, directors, employees, contractors, licensors, service providers, and agents from all claims, proceedings, demands, damages, judgments, losses, liabilities, penalties, fines, settlements, costs, and expenses, including reasonable attorneys' fees, arising directly or indirectly from:

• your use or misuse of Filmadex;
• use of your account, whether authorized or unauthorized;
• your User Content;
• your AI inputs or outputs;
• your publication, production, distribution, licensing, or commercial use of any material;
• your breach of these Terms;
• your violation of law;
• your violation of another person's rights;
• your failure to obtain a license, consent, release, or authorization;
• a privacy or data-protection violation caused by your instructions or content;
• a dispute with a collaborator or project participant;
• a claim involving credit, compensation, employment, guild, union, authorship, ownership, or chain of title;
• a real person's name, voice, image, likeness, or performance;
• your subscription, payment, chargeback, or tax obligations; or
• any matter for which you are responsible under these Terms.

Filmadex may control the defense and settlement of an indemnified claim.

You may not settle a claim in a manner that admits fault by Filmadex, imposes an obligation on Filmadex, or affects Filmadex's rights without Filmadex's prior written consent.

You must cooperate reasonably in the defense.

30. Informal Dispute Resolution

Before filing a formal claim, you and Filmadex agree to attempt to resolve the dispute informally.

The party raising the dispute must send a written notice to [email protected] or, for Filmadex, to the email address associated with your account.

The notice must describe:

• the party raising the dispute;
• the relevant account;
• the facts;
• the legal basis;
• the requested resolution; and
• supporting documentation.

The parties will attempt in good faith to resolve the dispute during the 30 days following receipt of the notice.

This requirement does not prevent a party from seeking urgent injunctive relief where delay could cause irreparable harm.

31. Binding Individual Arbitration for United States Users

This section applies only to users located in the United States and only to the extent permitted by law.

Except for excluded claims described below, any dispute arising from or relating to Filmadex, these Terms, or the relationship between you and Okliko Inc. will be resolved through binding individual arbitration rather than in court.

The arbitration will be governed by the Federal Arbitration Act and administered by the American Arbitration Association under its applicable Consumer Arbitration Rules or Commercial Arbitration Rules, depending on the nature of the account and dispute.

The arbitrator may award any individual remedy available in court, subject to these Terms.

The arbitrator may not consolidate claims or conduct a class, collective, coordinated, consolidated, or representative proceeding without the written agreement of all parties.

Excluded Claims

Either party may bring:

• an eligible individual claim in small-claims court;
• a claim seeking urgent injunctive relief for unauthorized access, security abuse, or intellectual property infringement; or
• a claim that applicable law does not permit to be arbitrated.

Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND FILMADEX AGREE THAT EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY.

YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, COORDINATED, OR REPRESENTATIVE ACTION OR ARBITRATION.

Jury Trial Waiver

For any claim proceeding in court, you and Filmadex waive the right to a jury trial to the maximum extent permitted by law.

Arbitration Opt-Out

You may opt out of the arbitration and class-action provisions by sending an email to [email protected] within 30 days after first accepting these Terms.

The email must include:

• your full name;
• the email associated with your account; and
• a clear statement that you are opting out of arbitration.

Opting out will not affect other provisions of these Terms.

32. Governing Law and Courts

Except where the arbitration section applies or mandatory local law provides otherwise, these Terms and disputes relating to Filmadex are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any court proceeding not subject to arbitration must be brought exclusively in a state or federal court with jurisdiction in Delaware, and each party consents to personal jurisdiction and venue there.

Consumers may retain mandatory rights and forums that cannot lawfully be waived under the laws of their place of residence.

33. Export Controls and Sanctions

You may not use, export, re-export, transfer, or provide Filmadex in violation of applicable export-control, sanctions, or trade laws.

You represent that you are not:

• located in a jurisdiction where use is prohibited;
• identified on an applicable restricted-party list; or
• acting on behalf of a prohibited person or entity.

Filmadex may restrict access when necessary to comply with applicable law or provider requirements.

34. Changes to These Terms

Filmadex may update these Terms to reflect changes in:

• the Service;
• pricing or plans;
• business operations;
• service providers;
• law;
• regulation;
• security practices; or
• risk.

The updated version will state its effective date.

Where legally required or reasonably appropriate, Filmadex will provide additional notice of material changes.

Your continued use after revised Terms take effect constitutes acceptance, except where law requires affirmative consent.

35. Electronic Communications and Notices

You consent to receive agreements, notices, disclosures, receipts, and other communications electronically.

Filmadex may send notices:

• to the email associated with your account;
• within the Service;
• through an account notification; or
• by posting an updated legal document.

Notices to Filmadex should be sent to:

[email protected]

You are responsible for keeping your account email current.

36. General Provisions

These Terms and the policies incorporated into them form the entire agreement concerning the Service unless a separate signed agreement states otherwise.

If a provision is invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain effective.

Failure to enforce a provision is not a waiver.

Headings are for convenience only.

You may not assign or transfer these Terms without Okliko Inc.'s prior written consent.

Okliko Inc. may assign or transfer these Terms, in whole or in part, without your consent in connection with:

• a merger;
• acquisition;
• financing;
• corporate reorganization;
• sale of assets;
• change of control; or
• transfer of the Filmadex business.

No person other than the parties and expressly protected Filmadex parties has rights under these Terms.

Provisions relating to ownership, licenses, fees, disclaimers, liability, indemnification, disputes, and any provisions that by their nature should survive will survive termination.

37. Contact

Filmadex is a product operated by Okliko Inc.

Questions, notices, privacy requests, billing inquiries, and legal or intellectual property complaints may be sent to:

[email protected]