Terms and Conditions

Enterprise AI Video

THANK YOU FOR SUBSCRIBING TO THE ENTERPRISE AI VIDEO SERVICES OF IDOMOO INC. OR ANY AFFILIATE THEREOF (“IDOMOO” or “WE” or “US”). THESE CORPORATE AI VIDEO TERMS AND CONDITIONS (THIS “AGREEMENT”) GOVERN YOUR USE OF IDOMOO’S SERVICES (AS DEFINED BELOW). BY EXECUTING THE ORDER FORM TO WHICH THIS AGREEMENT IS ATTACHED (THE “ORDER FORM”), YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU READ, UNDERSTOOD AND AGREED TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY.

1. Definitions

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity or the right to appoint more than 50% of such entity’s directors or members of a similar body.

“Beta Services” means products, services, integrations, functionality or features that Idomoo may make available to you to try at your discretion, which may be described as “alpha,” “beta,” “pilot,” “limited release,” “developer preview,” “non-production,” “early-stage”, or other similar description.

“Customer Data” means any information, content and data of any kind, which may include images, videos, documents, URLs and the content of any landing page or website to which you will refer us, names, dates, financial and other specific information, provided by you, or anyone on your behalf, to Idomoo for the purpose of provision of Services.

“Customized Video” means the video produced using the Input, in whole or in part, third party content, or Idomoo Templates and the Output through the Platform.

“Idomoo Template” means a readymade video template or video style, which we may made available to you and be customized thereto for creation of Customized Videos and Output.

“Input” means any data, instructions, content, or materials submitted by you into the Services, including Customer Data.

“Output” means any result, content, or material generated through the Services, including Customized Videos.

“Services” means, in general, the generation by Idomoo through its System of Customized Videos. The term “Services” shall include also the Professional Services (as defined below) to the extent purchased by you pursuant to the Order Form.

“System” means Idomoo’s proprietary system allowing incorporation of Customer Data into a complete and functional video. using third party artificial intelligence services and media providers, including, without limitation, any applicable software and technology.

“User Account” means the account with Idomoo within which all your activities connected to the Services are carried out.

“Website” means Idomoo’s official website, at Idomoo.com, as may be updated from time to time, and any successor thereof.

2. The Services.

The Services. Idomoo will provide the Services described on any one or more applicable Order Forms available to Customer pursuant to this Agreement and the applicable Order Form and then-current version of any supporting technical documentation provided to you by Idomoo or available on Website (“Documentation”). The Services are provided on a subscription basis for the applicable subscription term. Idomoo hereby grants to Customer a non-exclusive, non- transferable, worldwide right during the subscription term to access the System and use the Services solely for its internal business purposes and pursuant to the Documentation, including any restrictions designated on an applicable Order Form. To the extent detailed in the Order Form, we shall provide you also with additional professional services related to the Services (such as editorial and creative services) (the “Professional Services”). The provision of the Professional Services shall be subject to the terms of this Agreement and, if applicable, also in the Order Form.

2.1 Use of the Video.

2.1.1 Subject to the restrictions set forth herein and in the Third-Party Licenses (as defined below), you may freely use the Customized Video for any legal purpose. You may share, publish or broadcast a Customized Video on any platform or social network (subject to the terms of use of any such platform or social network), you may integrate a Customized Video into any of your (or your client’s) projects, including advertisements, movies, presentations, clips, etc. The Customized Video will be stored by us in your User Account for a limited period as agreed with you in the applicable Order Form.

2.1.2 Except as provided in this Section ‎2.2.1, you may not sell or sublicense the Customized Video to any third party; you may not use the Customized Video as a template for the use by multiple end users. You agree that licenses are non-transferable between end users. Provided however that if you are hired by your client to create the Customized Video as part of your project or projects for such client, then, with respect to a Customized Video, the use by your client (and by your client only, without the right to further transfer the right of use of the Customized Video) of the Customized Video will be covered by these Agreement as well, and you undertake to familiarize your client with the terms of this Agreement and obtain its consent to be bound by it.

2.2 Use of Artificial Intelligence. When you use our Services, you understand and agree:

2.2.1 Any Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice.

2.2.2 You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.

2.2.3 The Output may be based on artificial intelligence algorithms and may not reflect human creativity or judgement.

2.2.4 You explicitly acknowledge and confirm your understanding that the use by other users of the System may result in an output of a similar video as the Customized Video generated through your use of the System without incorporating your unique Customer Data, and in such case you will have no claim against Idomoo or such other users with respect to such similar video or the use thereof, and you hereby waive any such claim, including any claim of infringement.

2.2.5 You understand and acknowledge that when accessing and using the Services: (i) you may be exposed to Outputs from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such Output, (ii) you may be exposed to Outputs that offensive, indecent, or objectionable, and (iii) that the Outputs are generated automatically and do not constitute professional, legal, medical, financial, or any other type of advice.

2.3 Hosting and Storage. In providing the Services, Idomoo may use the Amazon Web Services™ for hosting and storage purposes or such other reputable provider of hosting and storage services as Idomoo may choose. Idomoo reserves the right to change at any time the hosting and storage solutions used by it for provision of the Services. You acknowledge that such hosting services are beyond the control of Idomoo and Idomoo shall not be liable for any damage, fault or delay which are caused by or at such provider of hosting services.

2.4 Third Party Providers. In addition to the hosting and storage services detailed above, in providing the Services, Idomoo may use certain third-party content and service providers (the “Third-Party Licensors”), including without limitation providers of images, sounds and artificial intelligence engine. Idomoo reserves the right to change at any time the solutions and providers used by it for such purpose in provision of the Services. You acknowledge that such solutions and providers are beyond the control of Idomoo and Idomoo shall not be liable for any damage, fault or delay which are caused by or at such third-party provider of services nor is Idomoo responsible for the applicability to your needs of any content or material provided by any such Third-Party Licensors and used in connection of the Services. You further acknowledge that the use of such solutions and providers are subject to third party licenses and terms of use, including, without limitation, open-source licenses. In particular, as of the date of this Agreement, the Services are subject to the license specified in Exhibit A (as such list may be updated from time to time by us in our sole discretion without being required to notify you of such update), which are hereby referred to and incorporated herein by reference (such terms of use and licenses, and any further agreements governing the use of third-party services replacing the above or governing the use of additional third-party services to be used by Idomoo in the provision of the Services, the “Third-Party Licenses”). You agree to comply with all obligations under the Third-Party Licenses and avoid any act or omission which may result in breach of the Third-Party Licenses.

2.5 Demo; Beta Services. To the extent a trial Customized Video generation demo is available to you on our System (the “Demo”), you may not create additional Customized Videos beyond the permissible number (by utilizing multiple accounts or any other means). Without derogating from any other remedy available to it for such breach, Idomoo shall be entitled to charge you the full price, on the basis of its then current rates, for any Customized Video created other than within the limited framework of the Demo. From time to time, Idomoo may offer you access to Beta Services, which are optional for you to use. The Beta Services are not made generally available and may contain bugs, errors, defects, or harmful components. Idomoo may terminate access to Beta Services or the Demo at any time without notice. In addition, your use of the Demo, Beta Services, or any other free trial offering is subject to Idomoo’s general principles of fair use. You must not engage in any activity that disrupts, degrades, or otherwise negatively impacts the operation of the System, the Services, or the experience of other users, including automated access, excessive usage, or exploitation of any vulnerabilities. Subject to Applicable Laws, you grant Idomoo a worldwide, non-exclusive, royalty free right in the Customized Video generated during the Demo period, to publicly display or otherwise use the Customized Video for purposes of marketing, including without limitation, advertising, publishing and public relations. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, DEMO AND ANY OTHER FREE TRIAL OR BETA SERVICES ARE PROVIDED ‘AS IS’ WITHOUT ANY COMMITMENTS, INDEMNITY OR WARRANTY BY IDOMOO OF ANY KIND AND IDOMOO SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE OR HARM ARISING FROM OR RELATED TO SERVICES.

3. Proprietary Rights

3.1 Your Proprietary Rights. As between us and you, you shall own all of your Customer Data and we acquire no right, title or interest thereof, except for the right to use or to enable third parties (including any Third-Party Licensor) to use the Customer Data for the creation of the Customized Videos as part of the Services and for the delivery of such Customized Videos, to the extent applicable (all subject to the provisions of this Agreement, including any restriction set forth herein on your right of use of the Customized Videos). In addition, subject to the receipt of the applicable Fees (as defined below) as between us and you, and subject to the provisions of this Agreement and Third-Party Licenses, generated Customized Videos that are actually delivered to you shall become your property, excluding any Third-Party IPR embedded therein.

3.2 Idomoo Technology. This is an agreement for use of the Services and not an agreement for sale. You acknowledge that you are obtaining only a limited right to use the Services. Subject to your right to use the Services as specified herein, in the applicable Order Form and as may be described on the Website and subject to Third Party IPR (as defined below), Idomoo shall own all rights, title and interest in and to the Services, including all intellectual rights related thereto, and any and all related and underlying software and System (including with respect to any improvements, enhancements or modification to the Services or the related intellectual property rights made as a result of your feedback or recommendation, with respect to which you shall be deemed to have granted to us a royalty-free, worldwide, irrevocable, perpetual, sublicensable, transferable license to use and incorporate into the Services) (“Idomoo IPR”). Idomoo’s name, trademarks, service marks, logos, and the product names associated with the Services are trademarks and/or service marks and/or trade names owned by Idomoo or third parties who licensed their rights to Idomoo, and no right or license is granted hereunder to use them. You may not copy any features, functions, images or graphics of the Idomoo IPR or any Third Party IPR.

3.3 Third Parties Proprietary Rights. Each third party provider used by Idomoo in connection with the Services (including those set forth in Sections ‎2.3 and ‎2.4 hereinunder) shall own all rights, title and interest in and to its services, technology and content (including without limitation any image, sound and video) added to the Customized Video (including with respect to any additions, improvements, updates, and modifications thereto) (“Third Party IPR”).

3.4 License Granted to Idomoo. You grant Idomoo and its authorized Third-Party Licensors a limited, non-exclusive, worldwide, royalty-free license to use and process Input (including the Customer Data) as necessary to perform the AI Services and deliver the Output, maintain functionality, and support system integrity.

4. Use of the Services and the Website

4.1 Acceptable Use. You are responsible for all acts or omissions related to your use of the Services, including use by anyone on your behalf. You agree to comply with all applicable laws and regulations (“Applicable Laws”), including those relating to data privacy, international communications, and the transmission of personal or technical data. You specifically agree not to:

4.1.1 Misuse the Services or the Website

Resell, sublicense, or lease the Services without Idomoo’s prior written consent.
Access or attempt to access any account (yours or others’) through unauthorized or automated means, except via Idomoo’s official interface.
Use the Services or the Website to develop or support a competing product or service, or copy any features, functions, or content of the Services, the Website or Idomoo intellectual property.
Use, reproduce, or provide access to Idomoo or third-party intellectual property, except as expressly permitted by this Agreement.

4.1.2 Compromise Security or Functionality or Interfere with Systems or Website. Engage in or attempt to:

Disrupt, damage, or impair the performance or security of Idomoo’s Website, systems, or networks (including third-party infrastructure supporting the Services).
Reverse engineer, decompile, disassemble, or otherwise derive source code from the Services or any underlying intellectual property.
Overload, disable, or otherwise interfere with systems or networks used to deliver the Services including the Website (e.g., via denial-of-service attacks or flooding).
Use automated tools (e.g., scraping, bots) to extract data from the Services or the Website.
Develop or use applications that interact with the Services without prior written authorization (e.g., through APIs).
Attempt to probe, scan, or test the vulnerability of the Services and the Website or related systems, or breach any security or authentication measures.

4.1.3 Engage in Illegal Conduct

Breach this Agreement or any applicable rules or instructions from Idomoo or its third-party providers.
Impersonate any person or entity or mistake your identity or affiliation or falsely claim authorship of content primarily made of licensed third-party content
Collect or process personal data of third parties without their explicit consent.
Engage in illegal conduct, disinformation, deceptive practices, promoting violence or hatred, harassment, fraud, cyberbullying, harming minors, election interference, political manipulation (e.g., voter suppression or impersonating public figures), or otherwise violating laws, privacy rights or industry standards. This includes creating sharing, or distributing content that threatens child safety, such as sexually explicit content involving minors or child exploitation.

4.2 Restrictive Use. You agree not to use the AI Services or third-party content, and not to permit others to, for any of the following prohibited activities:

4.2.1 Content Restrictions. Use third-party content:

in a way that allows others to download, extract, or redistribute it as a standalone file (separate from the project or end use).
as a distinctive feature of a trademark, logo. design mark, tradename, business name or service mark, or attempting to register the content as such.
in connection with unflattering or controversial subjects without a disclaimer that the content is for illustrative purposes and depicts a model.
in “on-demand” products (e.g., “made-to-order” applications for customizable goods).
in digital templates intended for resale or distribution (e.g., website or greeting card templates).

4.2. Machine Learning and Biometric Restrictions. Use Output or associated metadata (e.g., captions, keywords) for training, developing or improving foundation models, machine learning, artificial intelligence, biometric or recognition technologies (especially for identifying natural persons), or granting third-party access to such metadata separately from the content.

4.2.3 Sensitive Information. introduce any Input containing sensitive personal data (e.g., health records, government IDs) that is subject to specific data protection requirements, unless expressly authorized in writing.

4.2.4 General Prohibitions and Compliance:

Offer the Services or Outputs on more permissive terms than those granted to you.
Provide access to a governmental entity, without Idomoo’s prior written authorization.
Frame, mirror, or embed any part of the Services in third-party platform or service without Idomoo’s prior written authorization.
Make the Services available to anyone under 13, or to those between 13-18 without parental/guardian consent.
Obtain unwarranted financial or other benefits by manipulating credits. tokens or creating multiple account structures to exploit undue benefits (e.g., free plans).
Make any use of the Services or Outputs that would be classified as “prohibited” or “high-risk” under applicable law.

4.3 Human in the Loop. When using the Services to provide tailored professional advice, a qualified professional must remain involved in the process.

4.4 Compliance with Laws. Idomoo’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement will derogate from Idomoo’s right to take any action that Idomoo believes to be required to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by Idomoo with respect to such use.

Idomoo Templates. Your use of an Idomoo Template shall in no way prevent any others from using the same Idomoo Template for any purpose. Idomoo exclusively retains all rights in its Idomoo Templates made available as part of the AI Services. You are granted only a limited, non-exclusive and non-transferable right to use such Idomoo Templates for the creation of the Output.

5. Input.

5.1 Responsibility and Compliance. You are solely responsible for all data (including Input) submitted by you, on your behalf, or by parties you engage. You must ensure that no data is submitted to Idomoo unless it fully complies with all Applicable Laws including laws relating to data protection and privacy laws (“Privacy Laws”). You assume all risks related to your data, including its accuracy, quality, and legality, and any disclosures that could make you or others personally identifiable.

5.2 Prohibited Content. You must not (and must not allow others to) submit Input that:

Is false, misleading, or includes unauthorized disclosures.
Is unlawful, defamatory, obscene, harassing, harmful to minors, or otherwise objectionable.
Contains malware, viruses, Trojan horses, or other harmful code or files.
Encourages or facilitates illegal conduct under Applicable Law.
Constitutes spam, chain letters, or pyramid schemes.
Infringes, misappropriates, or violates any intellectual property or third-party rights, or privacy rights.

5.3 Warranties. You represent and warrant that:

You have all necessary rights, consents, and authority to submit the Input;
Its use by Idomoo for the purposes of the Services will not violate this Agreement or cause harm to any third party.

5.4 Idomoo’s Review Rights. Idomoo is not obligated to monitor or inspect Input. However, we may review, edit, remove, or reinstate Input at our discretion. If we take such action, we will, subject to Applicable Law, notify you as soon as reasonably practicable.

5.5 IDOMOO TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY WHATSOEVER FOR ANY INPUT. SHOULD IDOMOO BECOME AWARE THAT YOU HAVE BREACHED THIS AGREEMENT (OR ANY PART OF IT), OR SHOULD IDOMOO BECOME AWARE (WHETHER BY NOTICE TO IDOMOO OR OTHERWISE) OF ANY THIRD PARTY CLAIMS WITH RESPECT TO THE INPUT WHICH IF TRUE WOULD MEAN THAT YOU HAVE BREACHED THIS AGREEMENT, IDOMOO SHALL BE ENTITLED, AT ITS SOLE DISCRETION, TO REMOVE THE CONTENT IN VIOLATION IMMEDIATELY, TERMINATE OR SUSPEND YOUR USER ACCOUNT IN RESPECT OF SUCH CONTENT OR IN GENERAL, AND NOTIFY THE RELEVANT AUTHORITIES, WITHOUT ANY LIABILITY TO YOU FOR SUCH ACTIONS (INCLUDING IF EVENTUALLY SUCH THIRD PARTY CLAIMS WERE PROVEN NOT TO BE TRUE). YOU AGREE TO INDEMNIFY AND HOLD IDOMOO AND ITS THIRD PARTY LICENSORS HARMLESS FROM ANY LIABILITY, DAMAGES, LOSSES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES), IF AND WHEN INCURRED, RESULTING FROM ANY THIRD PARTY (INCLUDING WITHOUT LIMITATION THIRD PARTIES RELATED TO THE PROVISION OF THE SERVICES) CLAIM OR DEMAND ARISING IN CONNECTION WITH YOUR INPUT, YOUR USE OF THE SERVICES, YOUR VIOLATION OF THIS AGREEMENT (INCLUDING THE VIOLATION OF ANY THIRD PARTY LICENSES INCORPORATED HEREIN BY REFERENCE), OR YOUR VIOLATION OF ANY RIGHTS OF OTHERS.

5.6 Data Backup. You have sole responsibility for adequate protection and backup of data and/or equipment you use in connection with the Services. Idomoo and any third party used by Idomoo for the provision of the Services may store the Input on its servers or with third party hosting and storage services, including, but not limited to, the Customized Videos, for a limited period of time as set in the Order Form (if applicable) (and following the lapse of such period Idomoo may erase such information and shall not be obligated to keep a record thereof). In the event in which Idomoo delivers or makes available to you the Customized Videos, other than merely by links to where such video clips are hosted, it is your responsibility to download such Customized Videos immediately after they are made available to you by Idomoo and create any necessary backups of such Customized Videos.

6. Registration and User account

6.1 User Account. The Services will be provided to you through your User Account. When opening your User Account and when utilizing the Services we will ask you to provide us with certain information including information regarding your designated contact person(s) and billing information. All information provided by you to Idomoo in connection with opening of the User Account must be true, current and complete. You should update such information from time to time, and no later than 7 days after any change to it. You grant Idomoo the right to independently verify any information that you provide, but Idomoo does not have the obligation to do so. If you provide any information that is false, inaccurate, out of date or incomplete, or if we have reason to believe that the information which you have provided us with is false, inaccurate, out of date or incomplete, we may suspend or terminate your User Account and refuse any and all current or future use of the Services.

6.2 Login. To log in, you must use the email address and password (or other allowed identification means) you entered in the registration process. We may also establish and require from time to time additional or different means of identification and authentication for logging in and accessing your User Account, or for accessing other certain services of Idomoo. You are responsible for maintaining the confidentiality of your password. You are fully responsible for all activities that occur under your password and in your User Account, and agree to notify Idomoo immediately of any unauthorized use of your User Account or any other breach of security.

7. Privacy & Security

7.1 Data Processing Agreement. The terms of Idomoo’s Data Processing Addendum (DPA) are incorporated into this Agreement by reference and apply to any personal information processed on Idomoo’s systems as part of the Customer Data.

Additionally, the use of any Services is subject to Idomoo’s Privacy and Information Security Policy, which forms an integral part of this Agreement. These documents may be updated by Idomoo from time to time. Continued use of the Services after such updates will be considered your acceptance of the changes, so we recommend reviewing them periodically.

7.2 Third-Party Providers. Customer Data provided for the generation or delivery of Customized Videos may be shared with third-party providers listed in the DPA. These providers process data in accordance with their own terms of use and privacy policies, for purposes such as service improvement and detecting violations of their policies.

7.3 Security Measures. Idomoo uses industry-standard systems and procedures to protect personal information and prevent unauthorized access to your User Account, Customer Data, and Customized Videos. While these safeguards reduce risk, no system can guarantee complete security, and Idomoo cannot ensure that your information will be fully protected against unauthorized access or interception. For more details, visit Idomoo Academy and see Privacy and Information Security Policy.

7.4 Use of Non-Identifiable and Independently Collected Data.

Nothing in this Agreement restricts:

7.4.1 Idomoo’s use of System Data or data derived from it, provided that such data cannot, alone or in combination, identify or associate with: you, your affiliates, users, customers, or confidential information; or any device used to access or use the Services through you or your affiliates.

7.4.2 Either party’s use of third-party data that was collected or maintained independently of this Agreement.

8. Confidentiality

8.1 Each Party acknowledges that it may receive or otherwise have access to Confidential Information of the other Party in connection with the Agreement. All information furnished by either party (“Disclosing Party”) to the other party (“Receiving Party”) with regard to any activities of Disclosing Party, and all information learned by Receiving Party in the scope of this Agreement, including but not limited to the business, marketing and sales plans of Disclosing Party, and designs, manufacturing process and any information pertaining to Disclosing Party’s intellectual property (“Confidential Information”), shall be deemed to have been furnished in confidence and shall not be used by Receiving Party for any purpose whatsoever other than for Receiving Party’s performance under this Agreement.

8.2 Receiving Party shall take all necessary precautions to hold such Confidential Information in strict confidence and to prevent the disclosure thereof to any third party; and it shall exercise at least such degree of care to preserve and safeguard the Confidential Information as that which it would undertake to preserve and safeguard its own confidential information, including, without limitation, taking all reasonable steps to ensure that the Disclosing Party’s Confidential Information to which it has access is not disclosed or distributed by its personnel in violation of the terms of this Agreement.

8.3 At Disclosing Party’s request, Receiving Party will promptly deliver to Disclosing Party all documents and materials of any nature pertaining to Receiving Party’s engagement with Disclosing Party, and will not take with it any documents or materials or copies thereof containing any Confidential Information.

8.4 The undertakings set out above do not apply to any information that is: (a) in the public domain at the date of this Agreement or which subsequently comes into the public domain other than by breach of the Receiving Party’s confidentiality obligations; (b) in the possession of the Receiving Party at the date of receipt, other than under an obligation of confidentiality; (c) obtained without an obligation of confidence from a third party not in breach of a confidentiality agreement with a party to this Agreement concerning the information obtained; (d) was specifically approved for use/release with the prior written consent of the Disclosing Party; or (e) required to be disclosed by law, rule, regulation or, by order of a governmental body or regulatory or other competent authority (if disclosure is required by such an authority, the Receiving Party shall, where legally permissible to do so, promptly notify the Disclosing Party and only disclose such information required under such order).

8.5 The Receiving Party will include its Affiliates where those Affiliates have a legitimate interest in receiving the Confidential Information and are bound by equivalent obligations.

8.6 Receiving Party may disclose the Confidential Information to its employees on a need to know basis, and provided that such employees are bound by written confidentiality and non-use undertakings towards Receiving Party which also apply to the Confidential Information disclosed to Receiving Party under this Agreement.

8.7 Neither party shall disclose to any third party the terms of this Agreement, the Order Form or of any other specific commercial or financial arrangement made between the parties, other than its Affiliates and their legal counsel and accountants, and other than as part of a due diligence procedure relating an investment in or acquisition of such party (subject to a confidentiality undertaking by the party to whom such information is disclosed), without the other party’s prior written consent. However, a party may disclose such information if it is compelled by law to do so, provided it gives the other party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure.

9. Trial Period; Paid Service; Payment of Fees

9.1 To the extent agreed by the parties in the Order Form, Idomoo will allow you to use all or portion of the Services for free, for a limited period specified in the Order Form (the “Trial Period”). You acknowledge and agree that your ability to use the Services during the Trial Period may be limited, including without limitation, such that you may not be able to use the System in the same scope, capacity, functionality or otherwise in the manner that others who have paid for their right to use the Services and that features which are available in paying customers may not be available to you during the Trial Period, all as such limitations shall be determined by Idomoo from time to time in its sole discretion. Among other limitations, Idomoo may limit your use of the Services to specific versions and/or hours and/or limit the number of Customized Videos which you are entitled to generate in a certain period of time. Without derogating from Sections 9 and 10 below, you hereby confirm that you have no claim with respect to any of the above limitations that may be imposed from time to time by Idomoo. You further agree and consent that Customized Videos generated during the Trial Period may contain Idomoo’s logo or watermark. It is clarified that You are forbidden from removing such logo or watermarks from Customized Videos generated using the free Services during the Trial Period, or to use the watermarked versions for any commercial purpose or any other purpose, other than personal use. In addition, You may not create additional Customized Videos beyond the permissible number (by utilizing multiple accounts or any other means). Without derogating from any other remedy available to it for such breach, Idomoo shall be entitled to charge you the full price, on the basis of its then current rates, for any Customized Video created other than within the limited framework of the Demo or in connection with the Services.

9.2 You shall pay Idomoo all applicable fees and charges with respect to the Services (the “Fees”) as shall be agreed in the applicable Order Form. All payment obligations are non-cancelable and all amounts paid are non-refundable. Unless otherwise set forth in the Order Form, all payments are due within 30 days of the date of the applicable invoice issued to you by Idomoo. At our discretion, late payments may be charged with a late payment interest at a rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. The Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. We are solely responsible for taxes assessable against us based on our income.

10. Warranties and Disclaimers

Subject to your compliance with your undertakings herein, we warrant that the Services shall be performed substantially in accordance with the Documentation. Your sole remedy for non-compliance shall be the making by us of reasonable commercial efforts to fix such non-compliance.

EXCEPT FOR THE AFORESAID WARRANTY, THE SERVICES INCLUDING, BUT NOT LIMITED TO, PROFESSIONAL SERVICES (IF APPLICABLE), THE THIRD PARTY LICENSES, THE CLEARING SERVICESAND ANY HOSTING AND STORAGE SERVICES PROVIDED BY THIRD PARTIES TO FACILITATE THE SERVICES, ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW All OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF THIRD PARTY RIGHTS IN RELATION TO THE SERVICE. WITHOUT DEROGATING FROM THE AFORESAID, IDOMOO MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR THE SYSTEM.

The availability and functionality of the Services depend on various factors and elements, including software, hardware and communication networks, and partially provided by third parties, including third party hosting and storage services. These factors are not fault free. We do not warrant or guarantee that the Services (including, without limitation, the hosting and storage services will operate without disruption, limitations, delays, errors or interruptions, or that they will be accessible, or available at all times, or immune from unauthorized access or error free.

To the extent you present or display the Customized Video to any third party, you will do so on your sole responsibility, and not on behalf of Idomoo or any of its Third-Party Licensors. Without derogating from any other provisions of this Agreement, you agree to indemnify and hold Idomoo and its Third-Party Licensors harmless from any liability, damages, losses, costs and expenses (including attorneys’ fees), if and when incurred, resulting from or in connection with such presentation or display of the Customized Video to third parties.

11. Indemnification; Limitation of Liability

11.1 Idomoo Indemnification. Subject to Section ‎11.3 (Procedures) and the remainder of this Section ‎11.1, Idomoo shall (a) defend you and your shareholders, partners, members, directors, officers, employees, lenders, successors and assigns, (collectively, each a “Customer Indemnitee”) from and against any claim by a third party alleging that the technology underlying the Services, when used as authorized under this Agreement, directly infringes such third party’s copyright, U.S. patent, or trademark and (b) in relation to such claim, indemnify and hold harmless the Customer Indemnitees from any damages and costs finally awarded or agreed to in settlement by Idomoo (including reasonable attorneys’ fees). If your use of the Services is, or in Idomoo’s opinion is likely to be, enjoined due to the type of infringement specified above, if required by settlement, or if Idomoo determines such actions are reasonably necessary to avoid material liability, Idomoo may, in its sole discretion: (i) substitute substantially functionally similar products or services; (ii) procure for you the right to continue using the Services; or if (i) and (ii) are not commercially reasonable, (iii) terminate the Agreement and refund the fees paid by you for the portion of the subscription term which was paid by you but not rendered by Idomoo. The foregoing indemnification obligation shall not apply: (1) if the Services are modified by any party other than Idomoo; (2) the Services are combined with other non-Services services or processes not authorized by Idomoo; (3) to any unauthorized use of the Services; (4) to any action arising as a result of Customer Data or any third-party components contained within or uploaded to the Services; or (5) if Customer Indemnitee settles or makes any admissions with respect to a claim without Idomoo’s prior written consent. THIS SECTION ‎11.1 SETS FORTH IDOMOO’S SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

11.2 Your Indemnification. You shall (a) defend Idomoo, its shareholders, partners, members, directors, officers, employees, lenders, successors and assigns from and against any claim by a third party alleging that the Customer Data, or your use of the Services in breach of this Agreement infringes or misappropriates such third party’s intellectual property rights or violates applicable laws, and (b) in relation to such claim, indemnify and hold harmless Idomoo from any damages and costs finally awarded or agreed to in settlement by you (including reasonable attorneys’ fees).

11.3 Procedures. The obligations of each indemnifying party are conditioned upon receiving from the party seeking indemnification: (i) prompt written notice of the claim (but in any event notice in sufficient time for the indemnifying party to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of the indemnified party, at indemnifying party’s expense.

11.4 Limitations.

11.4.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL YOU, IDOMOO OR ITS THIRD PARTY PROVIDERS (INCLUDING WITHOUT LIMITATION ANY THIRD PARTY LICENSOR OR ANY PLATFORM OR MARKET PLACE THROUGH WHICH IDOMOO OFFERS ITS SERVICES) BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR ANY OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, THE HOSTING AND STORAGE SERVICES OR THE THIRD PARTY LICENSES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF IDOMOO HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE.

11.4.2 EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO IDOMOO FOR THE SERVICES UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUT AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE APPLICABLE ORDER FORM.

11.4.3 Exceptions to Limitations. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY RESULTING FROM ITS GROSS NEGLIGENCE OR THE GROSS NEGLIGENCE OF ITS PERSONNEL; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAWS; OR (D) A PARTY’S LIABILITY UNDER SECTION ‎11 (INDEMNIFICATION).

12. Term and Termination

12.1 Term. This agreement is effective from the moment of your execution of the Order Form and shall continue in full force and effect until terminated in accordance with the terms of this section or as otherwise specified in the applicable Order Form.

12.2 Termination. Either party may terminate this Agreement: (a) if the other party materially breaches its obligations hereunder, which default is incapable of cure or which, being capable of cure, has not been cured within 14 days after receipt of written notice from the non-defaulting party; or (b) for convenience, by providing to the other party with a 90-day prior written notice. Such termination shall not affect any Order Form that shall be outstanding on the date of termination and the parties shall continue to comply with their respective obligations thereunder.

12.3 Effect of Termination. The termination of this Agreement for any reason shall not affect any rights, obligations or liabilities accrued through the date of termination, including, but not limited to, any unpaid Fees and any other obligations you have incurred through the date of termination for your use of the Services. The provisions of Sections 3, 4 and 6 through 11 shall survive the termination or expiration of the Agreement.

13. Governing Laws and Governing Courts

Idomoo Contracting Party	Governing Law	Governing Courts
Idomoo Inc.	The laws of the State of New York	The courts of New York, New York
Idomoo UK Ltd.	The laws of England and Wales	The courts of London, England
Idomoo Ltd.	The laws of Israel	The courts of Tel Aviv, Israel

14. Miscellaneous

This Agreement, any Order Form related thereto comprise the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. In the event of a conflict between the terms of an Order Form and this Agreement, the terms of the Order form shall prevail. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement or use of the Services. The failure of Idomoo to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Idomoo in writing. The section headings in the Agreement are included for convenience only and shall take no part in the interpretation or construing of the Agreement. This Agreement may not be assigned by you, whether by operation of law or otherwise, without the prior written approval of Idomoo and any assignment without such prior written consent shall be void. We may freely assign this Agreement and our rights and obligations hereunder and any related Order Form by providing you a notice thereof. The Services, other technology we make available, and derivatives thereof may be subject to export laws and regulations of the United States, Israel and other jurisdictions. You represent that you are not named on any U.S., UK, or Israeli government denied-party list and are not located in a jurisdiction subject to comprehensive sanctions or export restrictions. You shall not permit anyone to access or use Services in a U.S. UK or Israeli embargoed country or in violation of any U.S. UK or Israeli export law or regulation.

Last Updated: August, 2025

Third Party Licenses