Zencoder Legal

Terms of Service

Last Updated: May 19, 2026

The following terms "For Good", "We", "Us" or "Our" mean For Good AI Inc. (dba Zencoder Inc.).

The terms "You" or "Your" refer to the individual person, company, entity or organization that is using the Services (defined below).

For Good and You may be referred to in these Terms of Service each as a "Party" and collectively as the "Parties".

All other defined terms shall be capitalized and bolded for easy reference.

These Terms of Service, together with Our Acceptable Use Policy, Our Privacy Policy, any Order Terms, and any updates made in accordance with these Terms of Service, are collectively referred to as the "Terms". The Terms are a legally binding agreement between You and For Good governing Your access to and use of the Services. By clicking "I accept" or a similar button, creating an Account, accessing the Services, or using any portion of the Services, You acknowledge that You have read, understood, and agree to be bound by the Terms. If You do not agree to the Terms, cannot comply with them, or are in breach of them, You may not access or use the Services.

PLEASE READ SECTION 9 CAREFULLY. SECTION 9 INCLUDES BINDING ARBITRATION PROVISIONS AND WAIVERS OF YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING.

1. Service

1.1 Service-Related Definitions

  1. "Account" means the account You create or maintain to access or use the Services, whether as a Trial Account, Free Account, or Paid Account.
  2. "Account Page" means the account, billing, checkout, plan, usage, or settings page made available through the Services for Your Account.
  3. "Authorized Account Admin" means an account owner, billing administrator, or other administrator authorized to manage billing, plan, usage, or account settings for Your Account.
  4. "Beta Services" includes software, services, or features of the Services that are in alpha, beta, evaluation, trial, or pre-release form.
  5. "Consumption Charges" means charges for optional additional usage, Usage-Based Features, Top-Up Credits, auto top-up, or other paid usage that You or an Authorized Account Admin affirmatively purchase, enable, or approve.
  6. "Order Terms" means the checkout page, Account Page, order confirmation, plan notice, migration notice, or other in-product or written terms that identify the applicable plan, fees, billing cycle, renewal term, limits, features, or entitlements for Your Account.
  7. "Services" means, collectively, hosted or downloadable software, applications, APIs, generative AI offerings, service manuals, documentation, and other services provided by Us for Trial, Free or Paid Accounts, including any updates thereto. The Services do not include "Third-Party Products" as defined in Section 10.3.
  8. "Subscription Fees" means the recurring base fees for a Paid Account or paid plan, as shown at checkout, in Your Account Page, in an order flow, or in other Order Terms. Subscription Fees are charged for access to the applicable plan, features, and included entitlements, and are not based on Your actual usage unless the applicable Order Terms expressly state otherwise.
  9. "Trial" means temporary access to the Services for evaluation or promotional use.
  10. "Usage Limits" means rate limits, token or credit caps, seat limits, model limits, consumption thresholds, feature limits, and other limitations applicable to Your Account type, plan, Subscription, or Trial, as described in the Services, Your Account Page, the Acceptable Use Policy, or the applicable Order Terms.
  11. "Your Content" means content, information, or data submitted, uploaded, integrated, or otherwise provided by or on behalf of You to the Services ("Input"), as well as any content generated by the Services based on or derived from such Input ("Output"). Your Content explicitly excludes Feedback, Usage Data, and Our Technology (each defined below).

1.2 Access to the Services

Subject to Your adherence to these Terms, We grant You a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services (via Trial Account, Free Account, or Paid Account, each defined below, and referred to as "Your Account" as applicable), solely as authorized herein. You acknowledge that Your license to use the Services is limited by these Terms. If You violate these Terms or do not agree to these Terms, Your license to use the Services shall immediately terminate, and You must immediately cease using the Services. Additionally, Your access to and use of the Services may be subject to Usage Limits. Usage Limits may vary by Account type, plan, Subscription, Trial, feature, model, usage pattern, or other eligibility criteria. We may display Usage Limits in the Services, Your Account Page, or the applicable Order Terms. If You exceed applicable Usage Limits, We may throttle or reduce performance, limit or disable certain features, suspend access, require verification, require an upgrade, or take other steps reasonably designed to protect the Services, prevent misuse, manage capacity, or enforce these Terms. We will not charge You Consumption Charges unless You or an Authorized Account Admin affirmatively purchases, enables, or approves the applicable paid usage through the Services. Without limiting any other rights or remedies available to Us under these Terms, We may, in Our reasonable discretion, immediately suspend, limit, disable, or terminate all or part of the Services or Your Account, with or without notice, where We determine that action is needed, including to protect the Services, prevent misuse, enforce these Terms, manage capacity, address nonpayment, comply with law, address security risks, or avoid harm to For Good, users, or third parties. Where reasonably practicable, We will provide notice before suspending or terminating a Paid Account.

1.3 Beta Services

We may offer Beta Services as part of the Services. Beta Services are provided to You on a temporary basis, may not be generally available, and are provided "AS-IS" and "as-available" without any warranties of any kind, express or implied. We may change, suspend, or discontinue any Beta Services at any time for any reason. We are not responsible for Your use of or reliance on Beta Services, and any information that You provide or make available through Beta Services may be permanently deleted.

2. Accounts, Subscriptions, Trials, and Fees

2.1 Subscription Services

The Services may include subscription-based paid plans or features that You may order through the Services ("Subscription"). Unless otherwise stated in the applicable Order Terms, the Subscription start date will be the date You first purchase, select, or are enrolled in the Subscription through the Services ("Subscription Start Date"). If Your Trial requires a payment method to get started, the Subscription Start Date will be the first day after the Trial ends unless You cancel before the Trial ends. The Subscription will continue for the initial period shown in the applicable Order Terms ("Initial Term"). After the Initial Term, each Subscription will automatically renew for successive renewal periods of the same duration as the Initial Term, or such other duration shown in the applicable Order Terms, unless You cancel or downgrade before the next renewal period begins. Each renewal period is a "Renewal Term." The Initial Term and any Renewal Terms are collectively the "Subscription Term." During the Subscription Term, Your Account is designated as a "Paid Account."

2.2 Subscription Fees

Subscription Fees are the recurring base fees for Your Paid Account or paid plan. Subscription Fees are charged for access to the applicable plan, features, and Included Credits (defined below), and are payable regardless of Your actual usage during the applicable Subscription Term. All Subscription Fees are quoted and payable in United States dollars unless otherwise stated in the applicable Order Terms. Payment obligations for the Subscription Term are non-cancelable, and Subscription Fees paid are non-refundable except as described in Section 3.2.3 or the applicable Order Terms. Unless otherwise stated in the applicable Order Terms, You may not decrease Your Subscription during a then-current Subscription Term, and any downgrade request will apply to the next applicable renewal period. We may increase Subscription Fees by providing notice at least forty-five (45) days before the commencement of the applicable Renewal Term. Notwithstanding the foregoing, all annual Subscriptions are subject to a year-over-year seven percent (7%) price increase upon each applicable Renewal Term (if any) to account for inflation, enhanced features, and improved service quality. If there is a conflict between the Subscription Fees displayed on Our pricing page or documentation and the Subscription Fees confirmed in Your Account Page or other applicable Order Terms, Your Account Page or other applicable Order Terms will control.

2.3 Top-Ups and Usage-Based Features

Certain Services may include optional add-ons, top-ups, credits, tokens, model access, agents, workflows, compute, or other usage-based features or supplemental entitlements ("Usage-Based Features"). Usage-Based Features are part of the Services and are governed by these Terms and any terms shown at purchase, in the Services, on Your Account Page, or in other applicable Order Terms. We may use credits, tokens, calls, usage units, or similar measures to determine access to or consumption of Usage-Based Features. Credits, tokens, calls, usage units, or other usage entitlements included with Your Account type, plan, Subscription, or Trial for a stated period are "Included Credits." Optional prepaid credits, tokens, calls, usage units, or other usage entitlements purchased separately from Subscription Fees for additional usage are "Top-Up Credits." The number of credits or units consumed for a particular action may vary based on the model, feature, input, output, context size, processing requirements, provider pricing, system routing, and other business or operational factors. Before You purchase Top-Up Credits, enable auto top-up, or purchase another Usage-Based Feature, We will display the applicable price, package, threshold, expiration, and other material purchase terms in the Services, Your Account Page, or other applicable Order Terms. We may change pricing, credit packages, consumption rates, model multipliers, supported models, routing, usage calculations, limits, features, and entitlements from time to time. Unless otherwise stated, changes apply prospectively. We will not charge You for Top-Up Credits, auto top-up, or other Usage-Based Features unless You or an Authorized Account Admin affirmatively purchases, enables, or approves them. If auto top-up is available, it is disabled by default and must be separately enabled through the Services. Unless otherwise stated at purchase or in the applicable Order Terms, Included Credits expire or reset at the end of the applicable billing cycle or stated period, have no cash value, are non-refundable, and may not be transferred. Unless otherwise stated at purchase or in the applicable Order Terms, Top-Up Credits expire twelve (12) months after purchase, have no cash value, are non-refundable, and may not be transferred. We will use reasonable efforts to make current credit balances and applicable consumption information available through the Services or Your Account Page. If Your available credits or usage entitlements are exhausted, We may limit, throttle, suspend, delay, or disable access to usage-dependent features until additional credits are purchased, usage renews, or You upgrade Your plan. We may also limit, suspend, expire, revoke, or refuse to honor credits or entitlements where We reasonably believe there has been fraud, abuse, misuse, chargeback activity, nonpayment, security risk, legal risk, or violation of these Terms.

2.4 Taxes

Fees and Consumption Charges are exclusive of and do not include any direct or indirect local, state, federal or foreign taxes, levies, duties, or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder, excluding taxes based on For Good's net income, receipts, or property. If For Good has the legal obligation to pay or collect Taxes for which You are responsible under this section, the appropriate amount shall be paid by You.

2.5 Free Accounts

An Account that is not associated with a Subscription or Trial is designated as a "Free Account" and provides limited access to the Services. Free Accounts are offered at Our sole discretion and may be modified, limited, suspended, or discontinued by Us at any time, with or without notice. Free Accounts may include reduced or no access to usage-based features, hosted model usage, bundled credits, paid features, or other functionality, and We may require You to upgrade to a Paid Account to continue accessing or using some or all Services. If Your Paid Account is canceled or downgraded and You have unused Top-Up Credits, those unused Top-Up Credits will remain available through limited Free Account access until they are exhausted or expire, unless Your Account was terminated for breach, fraud, misuse, chargeback, or legal reasons, subject to the Usage Limits, features, and functionality made available in the Services. Free Accounts may also have reduced functionality, usage limits, or entitlements as shown in the Services or Your Account Page. We may restrict the availability of Free Accounts by region, country, Account type, eligibility criteria, or other factors. Unless otherwise stated in the Services or Your Account Page, Trial entitlements and unused Trial usage do not carry over to a Free Account. Free Accounts are further subject to Section 2.9.

2.6 Trials

We may offer Trials for evaluation or promotional purposes. During a Trial, Your Account is designated as a "Trial Account." Trial availability, duration, features, Usage Limits, credits, payment-method requirements, and conversion terms may vary based on the Trial offered to You. If Your Trial does not require a payment method to get started, Your Trial will begin when You register and will continue for the period shown at sign-up, in Your Account Page, or in the applicable Order Terms. Unless You upgrade to a Paid Account before the Trial ends, Your Account will automatically downgrade to a Free Account at the end of the Trial, if a Free Account is available. If Your Trial requires a payment method to get started, Your Trial will begin when You register and will continue until the earlier of: (a) seven (7) days after registration, unless a different Trial period is shown at sign-up, in Your Account Page, or in the applicable Order Terms; or (b) Your use of the Trial credits, limits, or other Trial entitlements made available to You at sign-up. Unless You cancel before the Trial ends, Your Account will automatically convert to the paid plan shown at sign-up, in Your Account Page, or in the applicable Order Terms, and We will charge Your payment method for the applicable Subscription Fees. You may cancel a Trial before it converts to a paid Subscription through the Services where available or by contacting support@zencoder.ai. If You cancel before the Trial ends, We will not charge You the Subscription Fees for the post-Trial Subscription. At the end of the Trial, Your Account may be downgraded to a Free Account or disabled, depending on availability and eligibility. We may use reasonable verification measures before or during a Trial, including payment method validation, billing verification, identity verification, or domain verification. We may deny, limit, suspend, or terminate Trial access if We reasonably believe a Trial is being misused, including through duplicate accounts, false or misleading information, automated account creation, credential sharing, payment method abuse, or attempts to circumvent Trial, Free Account, plan, credit, or rate limits. You may not initiate or maintain more than one Trial Account unless We expressly authorize otherwise. Any data or information You provide through the Services during the Trial may be permanently deleted unless You upgrade to a Paid Account or export Your Content before the Trial ends. The Services during a Trial are offered "AS-IS" and "as-available" without warranties of any kind, express or implied. We are not liable for any issues arising from Your use of the Services during the Trial, except where such liability cannot be excluded under applicable law. In such cases, Our liability will be limited to one hundred U.S. dollars (USD $100). You will remain responsible for any damages resulting from misuse of the Services or breaches of these Terms during the Trial. Trial Accounts are further subject to Section 2.9.

2.7 Model Selection and BYOK

Certain features of the Services may allow You to select among different large language models or related third-party services ("Models"). Model availability, capabilities, performance, Usage Limits, consumption rates, and related entitlements may vary by Account type, plan, feature, Model, provider, or other operational factors, and may be modified, replaced, or discontinued in accordance with Section 2.9. Your Account or other Services interface will reflect then-current supported Models, usage limitations, and applicable consumption information where reasonably practicable. Some Services may also allow You to connect and use Your own API key(s), token(s), or other credentials issued directly to You by a third-party provider ("BYOK"), or to integrate through third-party command-line or local development utilities ("Third-Party CLI") using custom authentication. When BYOK or Third-Party CLI is enabled, Your use of those features is treated as integration with a Third-Party Product under Section 10.3. You are solely responsible for all usage, billing, and compliance obligations arising from Your use of BYOK, Third-Party CLI, and any other Third-Party Products, including credential security and consumption monitoring.

2.8 Payment Method and Billing Authorization

You are responsible for managing Authorized Account Admin permissions and billing controls within Your Account. If You provide a payment method, You represent that You are authorized to use that payment method and authorize Us and Our payment processors to charge that payment method for applicable Subscription Fees, Taxes, and any Consumption Charges that You or an Authorized Account Admin affirmatively purchase, enable, or approve. You are responsible for keeping payment and billing information accurate and current. If a payment cannot be processed, We may suspend, limit, downgrade, or terminate Your access to the Services.

2.9 Accounts, Plans, and Documentation

We may modify, suspend, discontinue, replace, reprice, or limit any part of the Services, including any Account type, plan, feature, Usage-Based Feature, credit, entitlement, model, integration, Usage Limit, or paid functionality, from time to time. We will not be liable for any modification, suspension, discontinuation, replacement, repricing, or limitation of the Services or any part of them. Where reasonably practicable, We may provide advance notice of material changes affecting Paid Accounts, but We may make changes without advance notice where needed for security, legal compliance, abuse prevention, provider changes, capacity management, product changes, or other business or operational needs. We endeavor to keep Our pricing page, documentation, and other descriptions of the Services current. However, if there is a conflict between information displayed on Our pricing page, in documentation, or in other descriptions of the Services and the details confirmed in Your Account Page or other applicable Order Terms, the Account Page or other applicable Order Terms will control with respect to Your Account.

3. Term & Termination

3.1 Term

These Terms are effective on the earlier of (a) Your acceptance of these Terms by clicking "I accept", (b) Your first access or use of the Services, or (c) Your Subscription Start Date, if applicable. These Terms will continue until terminated in accordance with Section 3.2.

3.2 Termination

3.2.1 Your Cancellation or Downgrade

You may downgrade from a Paid Account to a Free Account or cancel Your Account or Your Subscription at any time by making such request in the Services directly or contacting Us at support@zencoder.ai. Unless otherwise stated in the applicable Order Terms, cancellation or downgrade of an active Subscription will take effect at the end of Your then-current Subscription Term. If You cancel a Subscription, We will not charge You for the next Renewal Term unless You re-subscribe or otherwise authorize a new paid plan. You are responsible for all Subscription Fees, Consumption Charges, and Taxes incurred before the cancellation or downgrade takes effect. Except as expressly stated in these Terms or the applicable Order Terms, You are not entitled to any refund for prepaid but unused Subscription Fees, Top-Up Credits, Consumption Charges, or Taxes.

3.2.2 Termination for Legal Reasons or Breach

We may terminate Your Subscription or Your Account if: (a) We are required to do so by applicable law or regulation; or (b) We reasonably believe that You are in breach of these Terms. If You have an active Subscription as outlined in Section 2.1, You acknowledge and agree that You are not entitled to any refund or return of any prepaid but unused Subscription Fees, Top-Up Credits, Consumption Charges, or Taxes if We terminate Your Subscription or Account in accordance with this Section 3.2.2. Where the breach is capable of cure and does not involve fraud, security risk, misuse, nonpayment, legal risk, or harm to For Good or third parties, We may provide a reasonable opportunity to cure before termination.

3.2.3 Termination by Us for Convenience

We may terminate Your Subscription or Your Account at any time for any or no reason and without liability to You arising from such termination. If You have an active Subscription as outlined in Section 2.1 and We terminate Your Subscription for convenience under this Section 3.2.3, Your sole remedy will be a prorated refund of prepaid but unused Subscription Fees for the remainder of the then-current Subscription Term. Top-Up Credits, Consumption Charges, and Taxes are non-refundable except to the extent required by applicable law or expressly stated in the applicable Order Terms. If We terminate for convenience, We will either allow You to use unused Top-Up Credits until expiration through limited account access or refund unused unexpired Top-Up Credits, at Our election.

3.3 Effect of Termination

The following provisions shall survive any termination or expiration of these Terms: Section 2.2 (Subscription Fees), Section 2.3 (Top-Ups and Usage-Based Features), Section 2.4 (Taxes), Section 2.8 (Payment Method and Billing Authorization), Section 2.9 (Accounts, Plan, and Documentation), Section 3.3 (Effect of Termination), Section 4 (Mutual Proprietary Rights), Section 5.3 (Your Use Restrictions), Section 6 (Warranties and Disclaimers), Section 7 (Indemnification), Section 8 (Limitation of Liability), Section 9 (Governing Law, Waivers, and Arbitration), and Section 10 (Miscellaneous Provisions).

4. Mutual Proprietary Rights

4.1 Your Content

The license rights You grant Us under this Section 4.1 depend on the type of Account through which You access the Services at the time Your Content is submitted or made available to the Services. If You access the Services through a Free Account, including after expiration or non-conversion of a Trial Account, You grant Us a non-exclusive, transferable, sublicensable, royalty-free license to use Your Content solely to: (a) provide the Services to You for as long as You continue to maintain a Free Account; (b) make performance enhancements to the Services, including but not limited to benchmarking our systems and models to select the best performing options; and (c) fine-tune or train AI models to function more effectively. If You access the Services through a Trial Account or Paid Account, You grant Us a non-exclusive, transferable, sublicensable, royalty-free license to use Your Content solely to: (x) provide the Services to You during the applicable Trial or Subscription Term; (y) make performance enhancements to the Services, including but not limited to benchmarking our systems and models to select the best performing options; and (z) with Your further consent, to fine-tune or train AI models to function more effectively. As between Us and You and to the extent permitted by applicable law, You retain sole responsibility and ownership of all rights, title, and interest in and to all of Your Content. You acknowledge that, except for any portions that include Your proprietary Input, Output may be the same as or similar to Output provided to other customers. Consequently, Your rights, title, and interest in that Output are non-exclusive and are limited solely to the permitted uses allowed under these Terms. You remain solely responsible for all Input and represent and warrant that You have the requisite rights and licenses to provide such Input for use with the Services. You further acknowledge that, due to the unique nature of the Services, the Output may occasionally contain errors and/or be subject to third-party rights, including open-source licenses. Notwithstanding any other provision herein, We do not make any representation or warranty as to fitness, accuracy or noninfringement of the Output, or as to the rights, title, or interest in or to said Output, and You acknowledge it is Your sole responsibility and obligation to ensure that an appropriately qualified human has independently confirmed the fitness, accuracy, reliability, legality and appropriateness of the Output before using it in production, relying on it for material business, legal, security, or compliance purposes, or disclosing it externally. For the avoidance of doubt, nothing in these Terms grants Us ownership rights in Your Content, and nothing in these Terms authorizes Us to share Your proprietary Input with other customers. For Free Accounts, You acknowledge that the rights granted in this Section 4.1 are part of the consideration for Your access to the Services at no cost. For Trial Accounts and Paid Accounts, "further consent" to use Your Content to fine-tune or train AI models may be provided through account settings, product controls, an order form, or another written or electronic authorization.

4.2 Feedback

If You choose to provide optional suggestions, ideas, recommendations, bug reports, corrections, Output ratings, or other feedback regarding the Services ("Feedback"), We, in our sole discretion, are free to reproduce, make, use, create derivative works of, publicly perform, display, import, transmit, distribute, license, sell, offer to sell, or otherwise dispose of such Feedback, without payment of compensation or any other obligation of any kind to You. We are also entitled not to use Your Feedback for any or no reason.

4.3 Usage Data

We may collect, generate, and derive performance, telemetry, analytical, or usage data relating to Your access to or use of the Services ("Usage Data"). Usage Data does not include any of Your Content. We may use Usage Data to provide, monitor, maintain, secure, support, and improve the Services and our products and services generally. We may also use, disclose, license, or otherwise make available aggregated or de-identified Usage Data for reports, benchmarks, analytics, and other business purposes, provided that such Usage Data cannot reasonably be used to identify You, Your organization, any user, or any individual as the source of such Usage Data. For clarity, nothing in this Section 4.3 gives Us the right to identify You to third parties as a source of or contributor to any Usage Data. Usage Data will be deemed Our Technology (defined below).

4.4 Intellectual Property Rights

You acknowledge that the Services and Our Technology, to which You will be given access under these Terms, are covered by or subject to IP Rights (defined below) owned by Us, and We do not convey to You any rights of ownership in or related to the Services, Our Technology, Usage Data, or the IP Rights owned by Us and Our suppliers. You further acknowledge that Our business model, including the pricing of Our Services or our decision to provide the Services to You at no charge, is based on: (a) Us retaining sole and exclusive ownership of all IP Rights in the Services and Our Technology; (b) Us providing to You a limited license to use the Services and Our Technology in accordance with the limitations set forth in these Terms; and (c) You granting Us a license to Your Content as outlined in these Terms. "IP Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, registrations, derivatives thereof, and forms of protection of a similar nature anywhere in the world. "Our Technology" means Our proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information).

5. Mutual Responsibilities

5.1 Our Responsibilities

We shall use commercially reasonable efforts to maintain the security and integrity of the Services and Your Content.

5.2 Your Responsibilities

5.2.1 Minimum Age

You must be at least the greater of (i) 18 years of age, or (ii) the age of majority in Your jurisdiction of residence, to access and/or use the Services.

5.2.2 Acceptable Use

You agree to access and/or use the Services for business use, in compliance with these Terms and Our Acceptable Use Policy, including but not limited to the actions outlined in Your Use Restrictions (below). The Services may not be resold, sublicensed, or otherwise provided to third parties without Our written consent.

5.2.3 Account Creation & Maintenance

To access or use the Services, You must create and maintain login credentials for Your Account (either a Trial, Free, or Paid Account, as applicable). The obligations in this Section apply both at the time of creating Your Account, and at all times thereafter while maintaining or using it. By creating and maintaining Your Account, You:

  • represent and warrant that You are at least the greater of (i) 18 years of age, or (ii) the age of majority in Your jurisdiction of residence, and that You have the power and authority to enter into these Terms;
  • represent and warrant that all information provided during registration and throughout Your use of the Services is truthful, accurate, and complete, and agree to promptly update such information as necessary;
  • agree not to misrepresent Your identity, impersonate any individual or entity, or create an account for any person other than Yourself without appropriate authorization;
  • agree not to provide false, misleading, or unverifiable contact, billing, or identification information, including the use of temporary, disposable, or anonymized contact details intended to circumvent verification requirements;
  • agree to notify Us immediately upon becoming aware of any unauthorized access to or misuse of Your Account or any breach of security;
  • agree not to allow any unauthorized person or entity to access the Services through Your Account and agree to implement and maintain appropriate safeguards to protect account credentials;
  • agree not to create multiple accounts or use automated means (including bots, scripts, or similar technologies) to create, access, or use the Services;
  • agree that Your Account, including its login credentials, is personal to You (or, if You are an entity, to Your designated authorized Users) and may not be shared with or used by any other person or entity;
  • acknowledge and agree that You may maintain only one (1) Account in total, whether as a Trial, Free, or Paid Account. If You elect to use a Trial Account, it must be the first and only Trial Account associated with You. Upon completion of a Trial, You may continue with either a Free Account or a Paid Account. In all cases, You may not hold more than one Account at any time or create additional Trial or Free Accounts, whether directly or indirectly, without Our prior written consent. For clarity, this restriction applies to accounts created, maintained, accessed, or controlled by the same individual, email address, payment method, device, domain, organization, or other identifier where We reasonably determine that such accounts are being used to circumvent Trial, Free Account, plan, credit, rate, usage, eligibility, payment, or verification limits;
  • acknowledge and agree that You assume sole responsibility for all activity and compliance of all individuals accessing the Services through Your Account;
  • acknowledge and agree that We may, at Our sole discretion, require additional verification of identity or other information to confirm Your eligibility to use the Services; and
  • acknowledge and agree that We reserve the right to suspend, restrict, or terminate Your Account at any time, including Free Accounts which may be limited, suspended, or discontinued at Our sole discretion, if we reasonably believe fraudulent activity, misrepresentation, or excessive use inconsistent with normal usage patterns or these Terms.

5.2.4 Your Content

By using the Services, You agree that You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Your Content.

5.2.5 Geography

If the Services or any portion thereof are determined to be illegal under the laws of the country in which You are located, You must refrain from using the Services.

5.3 Your Use Restrictions

You will not, and will not permit any user, third party, automated tool, bot, or agent to, directly or indirectly: (a) include personal data in Your Content; (b) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, or otherwise modify any aspect of the Services or Our Technology; (c) use any user interface other than what is organically provided by Us, or use robotic automation to interact with the user interface, except as expressly permitted in writing by Us; (d) call Our APIs without prior explicit written permission from Us at support@zencoder.ai; (e) decompile, disassemble, reverse engineer, discover the underlying source code or structure of, or copy the Services or Our Technology; (f) insert malicious or harmful material into the Services with the intent to manipulate, damage, extract prompts, or otherwise use it in a way that deviates from legitimate software development activities; (g) insert poisonous data, or run any activity or action that might harm, exploit, or undermine the Services or the Content of any third party; (h) interfere with, disrupt, or gain unauthorized access to the Services, including data or accounts therein; (i) upload to the Services or use the Services to send or store viruses, worms, time bombs, backdoor, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; (j) transfer to the Services or otherwise use any code, exploit, or undisclosed feature designed to delete, disable, deactivate, interfere with, or otherwise harm the Services or provide unauthorized access thereto; (k) use any robot, spider, data scraping, or extraction tool or similar mechanism, to access or interact with the Services, except as expressly permitted in writing by Us; (l) use the Services to send or create infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or that violates third-party privacy or personal rights; (m) use the Services for generating code that is designed for illegal activities, including but not limited to unsolicited emails and cybersecurity violations; (n) resell, sublicense, sell, rent, lease, transfer, assign, distribute, white-label, time share or otherwise commercially exploit or make the Services available to any third party (including by embedding, bundling, or incorporating the Services into a product or managed service) without Our prior written consent; (o) use distillation techniques to extract the AI responses/preferences of Our Technology to train, fine-tune, or build a competitive product or service, or copy any ideas, features, functions or graphics of the Services, or extract information from the Services in furtherance of competing with Us; (p) access the Services in order to benchmark or compare its features, functionality, or performance without prior written approval from Us at support@zencoder.ai; (q) provide Us Feedback that is unlawful, defamatory, harassing, or discriminatory, or submit Your Content that infringes upon third-party intellectual property rights; (r) use the Services in violation of applicable laws, including laws governing export controls, data privacy, and intellectual property; (s) be party to a contract with a provider of a Third-Party Product that breaches, or purports to obligate You to breach these Terms; or (t) breach any contractual obligation with the providers of a Third-Party Product.

5.4 Export Control

The Services are subject to U.S. export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets Control of the United States Department of Treasury. You will not access or use the Services if You or any Authorized Users are in any jurisdiction in which the provision of the Services, software, or other components is prohibited under U.S. or other applicable laws or regulations (a "Prohibited Jurisdiction") and You will not provide access to the Services to any government, entity, or individual located in any Prohibited Jurisdiction. You represent and warrant that: (a) You are not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) You are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) You will not permit any individual to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) You will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which You are located.

6. Warranties and Disclaimers

6.1 Warranties

Each Party represents and warrants that it has the legal power and authority to enter into these Terms. Additionally, by using any portion of the Services, You represent and warrant to Us that: (a) You are at least 18 years of age; (b) You will only access and use the Services in compliance with these Terms and any and all applicable law(s); (c) Your Feedback, if any, and Your Content are not libelous, defamatory, obscene, indecent, harassing, hateful or violent; (d) Your Content is not intended to harm Us or any third party; (e) You have all requisite consents, rights and authority to use Your Content and its use does not violate these Terms, the rights of a third party, or any and all applicable law(s); (f) Your Content does not include viruses or other harmful codes; and if You are entering into these Terms on behalf of Your company, entity, or organization ("Organization"), then (g) You are authorized to bind the Organization to these Terms, (h) Your acceptance of these Terms is binding to the Organization, and (i) references to You will also include the Organization.

6.2 Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT THE SERVICES, INCLUDING ALL MATERIALS, CONTENT, AND OUTPUT, ARE PROVIDED "AS IS" AND "AS AVAILABLE." FOR GOOD, ITS AFFILIATES, SUPPLIERS, AND LICENSORS MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING, USAGE, OR TRADE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DO NOT WARRANT THAT THE SERVICES, OUTPUT, OR ANY MATERIALS OR CONTENT OFFERED ON OR THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE, ERROR-FREE, FREE OF CONTENT THAT INFRINGES THIRD-PARTY RIGHTS, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY OF THE FOREGOING ISSUES (IF ANY) WILL BE CORRECTED. BY ACCESSING OR USING THE SERVICES, YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS ARISING FROM YOUR USE OF OUTPUT GENERATED BY THE SERVICES, AND YOU ARE SOLELY RESPONSIBLE FOR REVIEWING THE ACCURACY AND APPROPRIATENESS OF OUTPUT BEFORE USING IT. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FOR GOOD EXPRESSLY DISCLAIMS ALL WARRANTIES AND LIABILITY RELATED TO THIRD-PARTY PRODUCTS, INCLUDING ANY CONTENT RECEIVED FROM THIRD-PARTY PRODUCTS.

7. Indemnification

To the fullest extent permitted by applicable law, You are responsible for Your use of the Services and You shall indemnify, defend, and hold harmless For Good and its subsidiaries, affiliates, successors, assignees, and their respective shareholders, directors, employees, consultants, and agents from and against any liabilities, costs, damages, fees, or claims made or brought by a third party arising out of: (a) Your Input; (b) Your use of Output; (c) Your use of the Services in violation of these Terms; (d) Your failure to comply with applicable law, including with respect to export law; or (e) Third-Party Products.

8. Limitation of Liability

8.1 Exclusion of Consequential and Related Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL FOR GOOD OR OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) IN CONNECTION WITH THESE TERMS, YOUR ACCESS TO OR USE OF THE SERVICES OR THIRD-PARTY PRODUCTS, THE OUTPUT OR ANY MATERIALS OR CONTENT MADE OR PROVIDED ON OR THROUGH THE SERVICES OR THIRD-PARTY PRODUCTS, OR YOUR INABILITY TO ACCESS OR USE THE SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

8.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, YOUR ACCESS TO OR USE OF THE SERVICES OR THIRD-PARTY PRODUCTS, THE OUTPUT OR ANY MATERIALS OR CONTENT MADE ON OR THROUGH THE SERVICES, OR YOUR INABILITY TO ACCESS OR USE THE SERVICES OR THIRD-PARTY PRODUCTS WILL NOT EXCEED THE GREATER OF: (A) THE SUBSCRIPTION FEES AND CONSUMPTION CHARGES PAID BY YOU FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM, EXCLUDING TAXES, THIRD-PARTY PRODUCT CHARGES, AND AMOUNTS PAID DIRECTLY TO THIRD PARTIES, OR (B) $100.00 USD. THE FOREGOING LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

8.3 Applicability

The limitations set forth in Sections 8.1-8.2 apply solely to For Good's liability to You. Nothing in this Section 8 limits Your liability to For Good, including without limitation Your indemnification obligations under Section 7 or any cost-recovery obligations under the Acceptable Use Policy.

9. Governing Law, Waivers, and Binding Arbitration

9.1 Governing Law and Venue

These Terms and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflicts of laws rules, the United Nations Convention on the International Sale of Goods, or the Uniform Computer Information Transactions Act. Both Parties consent to the exclusive personal jurisdiction and venue in the State and Federal courts within Santa Clara County, California, U.S.A. for resolution of any lawsuit or court proceeding permitted under these Terms. Notwithstanding the foregoing, Parties will act in good faith to resolve any disputes.

9.2 Waiver of Jury Trial

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND FOR GOOD ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY IN THE EVENT OF A DISPUTE. EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY FOR DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, INCLUDING WITHOUT LIMITATION COUNTERCLAIMS REGARDING SUCH DISPUTES. THE WAIVER IN THE PRECEDING SENTENCE APPLIES REGARDLESS OF THE TYPE OF DISPUTE, WHETHER PROCEEDING UNDER CLAIMS OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY.

9.3 Waiver of Class Action

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION IN THE EVENT OF A DISPUTE RELATED TO THESE TERMS, THE SERVICES OR THIRD-PARTY PRODUCTS. NEITHER PARTY SHALL BRING OR PARTICIPATE IN ANY CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES OR THIRD-PARTY PRODUCTS. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND FOR GOOD MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

9.4 Binding Arbitration

Before initiating arbitration, a Party must first provide written notice of the dispute and allow the other Party thirty (30) days to attempt to resolve it informally. The notice must describe the nature and basis of the dispute and the relief sought. You and For Good each agree to resolve any claim, dispute, or controversy arising out of or relating to these Terms, the Services, or Third-Party Products by binding arbitration administered by JAMS under its applicable rules and minimum standards. The arbitration will be conducted in English and will take place in Santa Clara County, California, unless otherwise required by applicable law or the applicable JAMS rules or minimum standards. The arbitrator will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, formation, or scope of this arbitration agreement, including any claim that all or part of this arbitration agreement is void or voidable. The Parties will pay arbitration fees and costs in accordance with the applicable JAMS rules and minimum standards. If You are a consumer, You will not be required to pay more than the amount JAMS permits consumers to pay under its applicable consumer minimum standards, and We will pay any additional arbitration fees and costs that We are required to pay under those standards or applicable law. The arbitrator may award attorneys' fees and costs only to the extent permitted by applicable law. Any judgment on the arbitrator's award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, For Good may seek injunctive or other equitable relief in court as necessary to prevent actual or threatened misuse of the Services, breach of security, infringement or misappropriation of Our Technology, or violation of Our proprietary rights.

10. Miscellaneous Provisions

10.1 Entire Agreement

These Terms constitute the entire agreement between the Parties regarding Your use of the Services and Third-Party Products and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. The Parties are not relying and have not relied on any representations or warranties whatsoever regarding the subject matter of these Terms, express or implied, except for the representations and warranties set forth in these Terms.

10.2 Additional Terms

Your use of the Services may be subject to additional terms, documentation and policies applicable to the Services that We post online or in the Services, including but not limited to our Privacy Policy and Acceptable Use Policy ("Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

10.3 Third-Party Products

10.3.1 Integration with Third-Party Products

You may enable integrations or data transfers between the Services and third-party products, applications, and services, such as third-party AI providers, that are not acting as For Good's subprocessor or subcontractor (collectively, "Third-Party Products"). For example, if You connect the Services to a third-party service using the API key, token, or other access method issued to You by that third-party service ("User Third-Party Credentials"), that service is a Third-Party Product in that context, even if For Good has its own independent relationship with the same third party. A third-party AI provider is not a Third-Party Product in the context of For Good's use of For Good's own account at the third-party AI provider to process Your Content, but that same provider would be a Third-Party Product with respect to any actions it takes outside For Good's own account, such as to process Your Content at the same time through Your account with that provider using an API key it issued to You.

10.3.2 Third-Party Service Disclaimers

FOR GOOD EXPRESSLY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR THIRD-PARTY PRODUCTS. For Good makes no representations or warranties regarding Third-Party Products, including but not limited to, uptime, availability, functionality, output quality, accuracy, non-infringement, privacy practices, or adherence to Your expectations. You are responsible for reviewing, vetting, and managing any content received from Third-Party Products. Anything disclosed to the Services by a Third-Party Product is considered Your Input, and You are responsible for it. You acknowledge it is Your responsibility to ensure compliance with terms, security, and data privacy standards of any Third-Party Products You use.

10.3.3 Credential Management

You are solely responsible for the security, confidentiality, and proper management of all User Third-Party Credentials used to access Third-Party Products through the Services, including implementation of appropriate credential rotation and access revocation procedures.

10.3.4 Usage and Billing Responsibility

You are solely responsible for (a) monitoring usage metrics, consumption patterns, and associated costs related to Third-Party Products, and (b) all charges, fees, or costs incurred through Your use of Third-Party Products. For Good is not responsible for or involved in billing arrangements between You and providers of Third-Party Products.

10.4 Modifications

We may change these Terms from time to time. Non-material revisions will be effective immediately upon publication. For existing Accounts, material revisions will be effective thirty (30) days after We post the updated Terms at https://zencoder.ai/legal/terms-of-service, or on the date stated in a notice We provide to You. If You do not agree to the updated Terms, You should cancel Your Subscription or Account and discontinue Your use of the Services. Cancellation is subject to Section 3.2.1.

10.5 Force Majeure

For Good will not be liable for delays or failures in performance of the Services caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, government action, third-party service provider outages, or internet disruptions, provided For Good takes commercially reasonable steps to mitigate the impact. For the avoidance of doubt, this provision does not excuse Your obligation to pay Subscription Fees, Consumption Charges, Taxes, or other amounts incurred before or during the affected Subscription Term, or relieve You of Your obligations under these Terms.

10.6 Waiver

No failure or delay by Us in exercising any right under these Terms shall constitute a waiver of that right.

10.7 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in full force and effect.

10.8 Assignment

You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to Your Content, at any time without notice or consent.

10.9 Email Communications

We may communicate directly with You via email with respect to any support, training, product updates, release notes, best practices or other information related to any Services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

10.10 Publicity

Either Party may reference the name and logo of the other Party in lists of its customers or vendors, unless the other Party provides written opt-out notice.

10.11 Notices

Notice(s) to You from Us may be made via email or through the Services which shall satisfy any legal requirement that such communications be in writing. Notice(s) from You to Us shall be in writing, mailed to, For Good AI Inc., 500 W Hamilton Ave, 112550, Campbell, CA 95008, USA, with copy via email to notice@zencoder.ai.

10.12 Contact Information

The Services are offered by For Good AI Inc. (dba Zencoder Inc.). Our mailing address is For Good AI Inc., 500 W Hamilton Ave, 112550, Campbell, CA 95008, USA. You may contact Us by sending mail to the foregoing address or by emailing contact@zencoder.ai.