Zencoder Legal

Terms of Service

Last Updated: June 12, 2024

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

The following terms "You" or "Your" refers 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 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 ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND FOR GOOD AI INC. SECTION 9 OF THESE TERMS CONTAINS IMPORTANT CLAUSES THAT AFFECT YOUR RIGHTS, INCLUDING A BINDING ARBITRATION CLAUSE AND WAIVERS OF YOUR RIGHT TO PURSUE A CLASS ACTION LAWSUIT OR A JURY TRIAL. BY CLICKING "I ACCEPT" OR A SIMILAR BUTTON PROVIDED BY FOR GOOD BEFORE ACCESSING ANY OF OUR SERVICES, OR BY USING ANY PORTION OF THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, OUR ACCEPTABLE USE POLICY, AND OUR PRIVACY POLICY (COLLECTIVELY, "THESE TERMS"), INCLUDING ANY CHANGES MADE IN ACCORDANCE WITH THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, CANNOT MEET THE RESPONSIBILITIES OUTLINED BELOW, OR ARE IN BREACH OF THESE TERMS, YOU DO NOT HAVE PERMISSION TO USE THE SERVICES.

1. Service

1.1 Service-Related Definitions

  1. "Beta Services" includes software, services, or features of the Services that are in alpha, beta, evaluation, trial, or pre-release form.
  2. "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.
  3. "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 Company 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 daily or periodic usage limits described on Your Billing Plan within the actual Services. You acknowledge and understand that exceeding these limits may result in throttling (slower performance), temporary suspension, or additional charges, as detailed therein. We reserve the right, in our sole discretion, to immediately suspend all or part of the Services, or terminate them, with or without notice to You.

1.3 Beta Services

We may offer Beta Services as part of the Services; in which case the following terms shall apply. You acknowledge and agree that Beta Services, if any, are provided to You on a temporary basis, are not generally available, and are provided "AS-IS" and "as-available" without any warranties of any kind, express or implied. We have the sole discretion in deciding whether to continue offering Beta Services, if any, and may change or terminate 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 during the trial or beta service may be permanently deleted.

1.4 Trials for New Customers

New customers may be eligible for a short-term trial of our Services at no charge ("Trial"). During a Trial, Your Account is designated as a "Trial Account." If granted access to a Trial, the Trial begins when You register a Trial Account and continues until the earlier of: (i) Your deletion of the Trial Account; (ii) the Subscription Start Date (Section 2.1); or (iii) the termination of Your Trial access at Our sole discretion. At the end of the Trial, the Trial Account will automatically be downgraded to a Free Account (defined below) unless you choose to upgrade to a Paid Account. 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 $100. You will remain responsible for any damages resulting from misuse of the Services or breaches of these Terms during the Trial.

2. Fees & Payment Terms (For Paid Accounts)

2.1 Subscription Services (for Paid Accounts)

The Services may include subscription-based paid plans or features that You may order through the Services ("Subscription"). The Subscription start date will be the day You first purchase the Subscription through the Services ("Subscription Start Date") and will continue for the entirety of the initial term of the Subscription as outlined in Your order through the Services ("Initial Term"). After the Initial Term, each Subscription will automatically renew for the same duration as the Initial Term (e.g., 1 month or 12 months, whichever is applicable) for successive renewal periods (each a "Renewal Term"), unless You opt-out of the then-upcoming Renewal Term prior to its start by "downgrading" Your Subscription through the Services or by terminating Your Account in accordance with Section 3.2. The Initial Term and any Renewal Term(s), together are the "Subscription Term." During the Subscription Term, Your Account is designated as a "Paid Account." A "Free Account" refers to an Account maintained without a Subscription to access advanced features only available for Paid Accounts.

2.2 Fees (for Paid Accounts)

Subscription Services require payment of fees as outlined in Your order with Us ("Fees"). All Fees are quoted and payable in United States dollars, payment obligations for the Subscription Term are non-cancelable, and Fees paid are non-refundable except as described in Section 3.2.3 below. Subscription Fees are based on the Subscription purchased and not Your actual usage. For purposes of clarity, the Subscription purchased cannot be decreased during a Subscription Term and any request to downgrade Your Subscription will only apply to the next-applicable Renewal Term. We reserve the right to increase Fees by providing notice to You of such increase 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.

2.3 Taxes (for Paid Accounts)

Fees 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.

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

  1. 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. If You have an active Subscription as outlined above in Section 2.1, You are responsible for paying all Fees due on the entirety of Your then-current Subscription Term and You acknowledge that You are not entitled to any refund for pre-paid but unused Fees on Your then-current Subscription Term.
  2. We may terminate Your Subscription and Your Account if: (a) We are required to do so by applicable law or regulations; or (b) We reasonably believe, in our sole discretion, that You are in breach these Terms. If You have an active Subscription as outlined above in Section 2.1, You acknowledge and agree that You are not entitled to any refund or return of any pre-paid but unused Fees on Your Subscription Term if We terminate Your Subscription in accordance with this Section 3.2.2.
  3. We may terminate Your Subscription and 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 above in Section 2.1, You acknowledge that You are only entitled to a refund for pre-paid but unused Fees on Your Subscription Term if We terminate Your Subscription in accordance with this Section 3.2.3.

3.3 Effect of Termination

The following provisions shall survive any termination or expiration of these Terms: 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

By creating a Free Account and accessing the Services at no cost to You, You grant Us a non-exclusive, transferable, sublicensable, royalty-free license to use Your Content solely to: (x) provide the Services to You for as long as you continue to maintain a Free Account; (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) fine-tune or train AI models to function more effectively. By creating a Trial Account or Paid Account and accessing the Services, You grant Us a non-exclusive, transferable, sublicensable, royalty-free license to use Your Content solely to: (a) provide the Services to You during the applicable Trial or Subscription Term; (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) 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, the Output provided by Us may be the same as or similar to the 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 Your use or disclosure of it. For the avoidance of doubt, nothing in these Terms grants Company ownership rights in Your Content, and nothing in these Terms authorizes Us to share Your proprietary Input to other customers.

4.2 Feedback

If You choose to provide suggestions, ideas, recommendations, bug reports, corrections, usage data, or other feedback regarding the Services ("Feedback"), We may use Feedback to improve the Services. You grant us a non-exclusive, transferable, sublicensable, royalty-free, worldwide license to use, reproduce, publicly display, publicly perform, distribute, modify, and create derivative works of Feedback for any purpose whatsoever, commercial or otherwise. You acknowledge that We may incorporate Feedback into the Services without providing You any additional consideration. We are entitled not to use Customer Feedback for any or no reason.

4.3 Usage Data

We may collect, generate, and derive performance, analytical, or usage data relating to Your access to or use of the Services ("Usage Data"). Usage Data will not include any of Your Content. We will only use Usage Data to provide the Services to You (including by monitoring the performance and stability of the Services working to prevent or address technical issues with the Services, and improving the Services), to improve our products and services generally, and to create and distribute reports and other materials regarding use of the Services that cannot be associated with You or any other organization or individual. Usage Data will be deemed Our Technology (defined below). For purposes of 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.

4.4 Intellectual Property Rights

You acknowledge that the Services and Our Technology (defined below), 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, or the IP Rights owned by Us and our suppliers. You further acknowledge that Our business model, including the pricing of Services, 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.

5. Your Responsibilities

5.1 Account Creation & Maintenance

To access or use the Services, You will create an account with login credentials ("Your Account") either during a Trial, as a Free Account, or a Paid Account. By creating Your Account, You: (a) represent and warrant that You are at least 18 years of age (or the age of majority in Your jurisdiction of residence) and have the requisite power and authority to enter into these Terms; (b) assume sole responsibility for the activity and compliance of all individuals accessing the Services through Your Account; (c) agree to maintain accurate and up-to-date account information at all times; and (d) agree to notify Us immediately upon becoming aware of any unauthorized access to or misuse of Your Account or any breach of security. You shall not 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.

5.2 Your Content

You agree that You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Your Content.

5.3 Your Use Restrictions

You shall not, and shall ensure that individuals accessing the Services through Your Account do not, nor shall You aid or permit any third party, entity, or robot to, attempt to or actually: (a) include personal data in Your Content, unless explicitly permitted under these Terms; (b) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, or otherwise modify any aspect of the Services or Our Technology; (c) use another user interface than what is organically provided by Us, or use robotic automation for the user interface; (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, backdoors, 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 with respect to the Services; (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) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Services available to any third party without prior written consent from Us; (o) use distillation techniques to extract 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 to benchmark or compare its features, functionality, or performance without prior written approval from Us at support@zencoder.ai; (q) provide Us Feedback or Your Content that is unlawful, defamatory, harassing, discriminatory, or infringing upon third-party intellectual property rights; or (r) use the Services in violation of applicable laws, including laws governing export controls, data privacy, and intellectual property.

6. Warranties and Disclaimers

6.1 Warranties

By using any portion of the Services, You represent and warrant to Us as follows: (a) You are a validly existing legal entity (if applicable) and have all necessary power and authority to enter into and perform Your obligations under these Terms; (b) these Terms have been duly executed by You and constitute a legal, valid, and binding obligation of You; (c) Your Feedback (if any) and Your Content are not libelous, defamatory, obscene, indecent, harassing, hateful, or violent; (i) do not violate these Terms, infringe the rights of a third party, or contravene any applicable law(s); and (ii) do not include viruses, malware, or other harmful code; (d) You have obtained all necessary consents, rights, and authority to use and provide Your Content to the Services, and its use does not violate applicable laws, regulations, or the rights of any third party; and (e) You warrant that all individuals accessing the Services through Your Account are at least 18 years of age or the age of majority in their jurisdiction of residence.

6.2 Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS AND 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." WE, OUR AFFILIATES, SUPPLIERS, AND OUR 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 AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY WARRANTY 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, INCLUDING OUTPUT OR ANY MATERIALS OR CONTENT OFFERED ON OR THROUGH THE SERVICES, ARE ACCURATE, COMPLETE, ERROR-FREE, WILL BE FREE OF CONTENT THAT INFRINGES THIRD PARTY RIGHTS, OR WITHOUT VIRUSES OR OTHER HARMFUL COMPONENTS, NOR DO WE WARRANT THAT THE FOREGOING ISSUES (IF ANY) WILL BE CORRECTED. BY ACCESSING AND USING THE SERVICES, YOU AGREE THAT YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM USING OR DISCLOSING OUTPUT AND THAT IT IS YOUR SOLE RESPONSIBILITY TO PERFORM THE HUMAN REVIEW OF OUTPUT DESCRIBED IN SECTION 4.1. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM 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 shall indemnify, defend, and hold harmless Us and our subsidiaries, affiliates, successors, assignees, and their respective shareholders, directors, employees, consultants, and agents (collectively, "For Good Indemnitees") from and against any third‐party claims, actions, demands, liabilities, costs, damages, fees, or expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Your use of the Services in violation of these Terms; (b) Your Input or use of Output; (c) Your breach of any representation, warranty, or obligation under these Terms; or (d) Your failure to comply with applicable laws (including export control laws). We will notify You of any claim for which We seek indemnification, and You may participate in the defense and settlement of any such claim; provided, however, that We may also defend and settle any claim in Our sole discretion, and You agree to provide any assistance that may be reasonably requested by Us.

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 WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES), ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR INABILITY TO USE THE SERVICES, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY OF ALL CLAIMS ARISING OUT OF OR 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 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 AMOUNT YOU HAVE PAID TO FOR GOOD FOR ACCESS TO AND USE OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM, 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.

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 EACH MAY ONLY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

9.4 Binding Arbitration

You and For Good each agree to resolve any claim, dispute, or controversy arising out of or in connection with or relating to these Terms, the Services or Third-Party Products by binding arbitration via JAMS (www.jamsadr.com). The arbitration proceeding will be conducted in English and take place in Santa Clara County, California. Each Party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance to JAMS rules. The arbitrator's award will include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses. Any judgment on the arbitrator's award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing provisions on binding arbitration, You acknowledge and agree that For Good is entitled to seek injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened breach of security 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 supersedes 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. For Good has no obligation to review, vet, filter, modify, or monitor any content received from Third-Party Products, but You do. 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 responsibility 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. It is Your responsibility to check these Terms periodically for changes. You acknowledge and agree that non-material revisions will be effective immediately upon publication and all other changes will be effective to already-existing Accounts at the time of publication thirty (30) days after posting online at https://zencoder.ai/legal/terms-of-service or upon written notice to You. If You do not agree to the modified terms, then You should immediately discontinue Your use of the Services.

10.5 Waiver

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

10.6 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.

10.7 Assignment

You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Us. 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.

10.8 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.

10.9 Publicity

Either Party may reference the name and logo of the other Party in lists of its customers or vendors, unless or until the other Party provides direction not to do so via written notice.

10.10 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.

10.11 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.