Effective Date: 25. August 2026
Last Updated: 25. August 2026
These Terms of Service ("Terms" or "Agreement") govern access to and use of the enGEN3 platform and are entered into between you ("Account Holder," "you") and enGEN3 LLC ("enGEN3," "we," "us"), a Wyoming LLC with its principal place of business at 2260 Franklin St, Sheridan, WY 82070. Each of you and enGEN3 is a "Party" and together the "Parties." Your use of the Platform is expressly conditioned on your compliance with these Terms. You also agree to the enGEN3 Privacy Policy, and the Acceptable Use Policy set out in Section 7, each of which is incorporated by reference. BY ACCESSING THE PLATFORM YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND ALL DOCUMENTS INCORPORATED BY REFERENCE. THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER IN SECTION 27 THAT AFFECT YOUR LEGAL RIGHTS. READ THEM CAREFULLY.
"Account" means the credentialed access created under Section 4.
"Account Holder Materials" means any text, image, video, audio, document, dataset, model file, or other material you upload, transmit, or otherwise make available to the Platform, including Source-of-Truth Datasets and Likeness Materials.
"Affiliate" means any entity that controls, is controlled by, or is under common control with a Party.
"Authorized User" means an individual you permit to access the Platform under your Account, including employees, contractors, and collaborators.
"Canon Rules" means the creative, narrative, visual, and licensing constraints that a Rights Holder establishes for a Universe, together with any governance configuration applied to them on the Platform.
"Creator" means the Rights Holder: an Account Holder who owns or controls the intellectual property underlying a Universe and publishes or authorizes that Universe on the Platform.
"Digital Twin" means a model, asset, or capability trained on or derived from the likeness, voice, performance, or other identifying characteristics of an identifiable individual.
"Fan" or "Co-Creator" means an Account Holder who participates in fan-facing or participatory features of the Platform under applicable product-specific terms, including the Turbocharger End-User Terms. A Fan is a Co-Creator for purposes of these Terms.
"Fan Terms" means product-specific end-user terms governing a Co-Creator’s access to a given enGEN3 product, including the Turbocharger End-User Terms.
"Generated Output" or "Output" means any image, video, audio, text, model, asset, or other material produced through the Platform's generative or assembly tools by or at the direction of you or your Authorized Users.
"Governance Review" means the automated and human review the Platform applies to submitted and Generated Output against Canon Rules, the Acceptable Use Policy, and rights and permissions constraints, resulting in an allow, hold, or block determination.
"Likeness Materials" means Account Holder Materials that contain the face, body, voice, performance, or other identifying characteristics of an identifiable individual.
"Marketplace" means the Platform features enabling the listing, purchase, sale, or licensing of assets, Outputs, or rights between Platform participants.
"Platform" means the enGEN3 platform and all related products, services, tools, features, interfaces, agents, model integrations, marketplaces, documentation, and support, however accessed.
"Provenance Record" means the record the Platform maintains associating an asset with its originating Account Holder or Co-Creator, source inputs, model and provider identifiers, permissions, and derivative lineage.
"Rights Holder" means an Account Holder who publishes a Universe to the Platform and who owns or controls the intellectual property underlying it.
"Source-of-Truth Dataset" means the rights-cleared material a Rights Holder designates as the authoritative training and reference basis for an identity, character, or style model.
"Subscription" means a paid plan providing access to the Platform.
"Third-Party Platform" means any third-party site, service, application, or social platform not provided or controlled by enGEN3.
"Universe" means an intellectual property world published to the Platform, together with its assets, Canon Rules, permissions, and licensing terms.
The Platform serves distinct populations under distinct agreements:
• These Terms are the General Terms. They govern every Account Holder on every enGEN3 surface, including Creators/Rights Holders and Co-Creators.
• Product-specific supplemental terms govern individual enGEN3 products, including the Turbocharger End-User Terms. Supplemental terms are incorporated into this Agreement by reference and apply in addition to it. Where supplemental terms conflict with these General Terms, the supplemental terms control, and only with respect to the product they cover.
• A Universe Licence may govern participation in a specific Universe, published by the applicable Rights Holder and presented at the point of access.
• A Brand Agreement governs the relationship between enGEN3 and a Rights Holder running a campaign on an enGEN3 product.
• An Order Form or enterprise agreement may govern a specific commercial relationship.
Where an executed Order Formor enterprise agreement conflicts with these Terms, that document controls for that Account Holder. Where a Universe Licence imposes obligations stricter than these Terms with respect to a Universe, the Universe Licence controls for activity within that Universe.
One entity, one account. enGEN3 LLC operates every enGEN3 surface. Turbocharger is a product of enGEN3 LLC and not a separate entity. A single enGEN3 account governed by these Terms is used across all of them, and an account created on any enGEN3 product is an account under these Terms.
You must be at least 18 years old to hold an Account. If you accept these Terms on behalf of an entity, you represent that you have authority to bind that entity, and "you" refers to that entity. Digital Twin features are restricted to Account Holders who are at least 18 and who have completed the applicable consent process.
We will provide you with the ability to create an Account and, where your plan permits, to create Authorized User accounts. You may permit Authorized Users to access the Platform only through your Account. You are responsible for maintaining the confidentiality of credentials, for all activity occurring under your Account including unauthorized activity, and for the acts and omissions of your Authorized Users as if they were your own. Notify us promptly at https://discord.gg/CjkhwzeS6P of any suspected unauthorized access.
Subject to these Terms, and to payment of applicable fees where a paid plan or feature requires them, we grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable right to access and use the Platform for the period during which we make the applicable free or paid access available to you. Turbocharger may include free fuel, builds, invitation-based access, or other promotional access under its supplemental terms. Additional participation in a Universe or additional Platform functionality may require a paid Subscription or upgrade. You may not transfer, resell, or sublicense your access, in whole or in part, modified or unmodified.
Access to any specific Universe is additionally subject to the permissions and licence terms set by the applicable Rights Holder.
We will (a) make the Platform available in accordance with these Terms; (b) use commercially reasonable efforts to maintain availability, excepting planned maintenance and circumstances beyond our reasonable control; and (c) provide the Platform in compliance with laws applicable to us as a provider, excluding your particular use.
The Platform routes generation requests to multiple third-party model providers. We may add, substitute, or remove providers at any time. We do not guarantee that any particular model, provider, feature, or output characteristic will remain available, and provider changes do not entitle you to a refund or credit.
You agree not to use the Platform, and to ensure your Authorized Users do not use the Platform, to create, upload, generate, publish, or transmit any material that:
(a) is obscene, sexually explicit, or contains nudity, except where expressly permitted under a mature-content designation and in compliance with applicable law;
(b) sexualizes or depicts minors in any sexual or suggestive manner, or is otherwise harmful to children;
(c) is abusive, harassing, inflammatory, or denigrating toward any individual or group, including on the basis of any legally protected characteristic;
(d) promotes bigotry, hatred, violence, self-harm, terrorism, or extremism;
(e) is false, fraudulent, defamatory, threatening, or otherwise tortious or unlawful;
(f) infringes or misappropriates any copyright, trademark, trade secret, right of publicity, right of privacy, moral right, or other proprietary right;
(g) contains malware, disabling code, or any other harmful component;
(h) facilitates illegal activity, including sanctions evasion, fraud, or the sale of restricted goods; or
(i) otherwise violates applicable law.
Synthetic media and likeness. You additionally agree not to use the Platform to:
(j) create or distribute a Digital Twin or likeness-based depiction of any identifiable individual without all required consents, releases, and clearances, including rights of publicity, applicable union and guild agreements, and any performer or talent contract;
(k) depict any identifiable individual endorsing a product, position, or statement they have not approved;
(l) create synthetic media of any public official, candidate, or election process in a manner prohibited by applicable law, or without the disclosures such law requires;
(m) generate material intended to deceive as to the identity or source of the material, or to impersonate any person or entity;
(n) create sexual or intimate depictions of any identifiable individual without that individual's express written consent; or
(o) circumvent, disable, or attempt to defeat Governance Review, consent verification, provenance recording, or any other rights or safety control.
Rights clearance for uploads. You further agree not to upload Account Holder Materials that (p) include the likeness, voice, or performance of any individual without all necessary consents, clearances, and releases; (q) are subject to uncleared music synchronization, master recording, or performance rights; (r) are subject to any contractual, guild, or regulatory restriction that would prohibit their use in Platform-generated derivative works; or (s) you do not own or hold sufficient licence to, including sublicensing and distribution rights adequate for the derivative uses contemplated.
You are solely responsible for obtaining all clearances necessary for your Account Holder Materials. We do not review Account Holder Materials for rights clearance and assume no liability for your uploads.
We may publish additional rules from time to time, which are incorporated into this Agreement on posting. We may remove or disable access to any material that violates this Section, and have no liability for taking, failing to take, or being unable to take such action.
AI transparency and labelling. Where applicable law requires an AI interaction notice, disclosure, label, or machine-readable marking for AI-generated or AI-manipulated content, enGEN3 may apply that notice or marking to the Platform or Output. You may not remove, disable, or obscure a legally required marking or disclosure and remain responsible for any additional disclosure applicable to your own publication or distribution of Output.
Publishing a Universe. If you publish a Universe, you represent and warrant that you own or control all intellectual property necessary to do so, including the right to authorize the derivative works the Platform enables and to license those rights to Co-Creators through the Platform.
You keep what you own. Publishing a Universe transfers nothing. You retain all right, title, and interest in your intellectual property, and grant only the operational licence in Section 9.2 and whatever licence you choose to extend to Co-Creators through your Universe Licence. See Section 11.
Canon Rules are yours. You author the Canon Rules for your Universe. We provide the tooling that applies them. You are solely responsible for the content, legality, and non-discriminatory application of your Canon Rules, and for any determination they produce.
Governance Review. All submitted and Generated Output within a Universe is subject to Governance Review. A hold or block determination may prevent publication, marketplace listing, or export of the affected material. Determinations are made by a combination of automated systems and, where applicable, human review. Automated determinations are probabilistic and may be wrong in either direction. We do not warrant that Governance Review will identify every violation or that it will not restrict compliant material.
Enforcement. We may suspend, remove, or restrict material, Accounts, or access to a Universe where we reasonably determine a violation of these Terms, the Acceptable Use Policy, applicable law, or the Canon Rules of the applicable Universe.
Your representations. You represent and warrant that you hold all intellectual property rights, consents, clearances, and permissions necessary in and to your Account Holder Materials, and that they do not infringe any third-party right, violate any privacy or publicity right, or violate the Acceptable Use Policy or applicable law.
Licence to enGEN3. You grant us and our Affiliates, contractors, and providers a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, reproduce, transmit, adapt, and display your Account Holder Materials solely as necessary to (a) provide the Platform to you and your Authorized Users; (b) route requests to model providers; (c) apply Governance Review; (d) maintain Provenance Records; (e) make materials available to Co-Creators you have authorized within your Universe; and (f) comply with law. Except as expressly stated, we acquire no right, title, or interest in your Account Holder Materials. This licence terminates on termination of this Agreement, subject to Section 13 and to any residual licence granted to Co-Creators or purchasers before termination.
Training licence. You additionally grant us a licence to use Account Holder Materials to train, fine-tune, evaluate, and improve models and governance systems, on the terms set out in the Privacy Policy and subject to any opt-out available under your plan.
Source-of-Truth Datasets. Every identity, character, or style model begins with a Source-of-Truth Dataset you designate and warrant you have the right to use. Provider-generated material may be used as augmentation only where you approve it, and the provider, prompt, source assets, and derivative lineage will be recorded in the Provenance Record.
No guarantee of transmission. We are not responsible for the successful transmission, storage, retention, or interpretation of Account Holder Materials. Maintain your own copies.
Digital Twin features may be used only where all consents, releases, rights documentation, and notices required by applicable law have been obtained and recorded. Where applicable biometric privacy law requires enGEN3 to obtain a subject’s direct written consent or release before a regulated collection or processing activity, that activity may not begin until the required consent or release has been obtained through an enGEN3-approved written or electronic process. You represent and warrant that:
(a) each individual depicted has given informed, written consent to the creation of the Digital Twin and to the uses you intend, or that you hold a valid licence to that likeness from a party authorized to grant it;
(b) that consent covers the specific media, territories, durations, and use categories in which the Digital Twin will be deployed;
(c) all applicable union, guild, and collective bargaining obligations have been satisfied, including any obligations relating to the digital replication of performers;
(d) all applicable compensation and residual obligations to the individual depicted have been or will be satisfied by you; and
(e) you will promptly notify us of any withdrawal or expiry of consent.
On notice of withdrawal or expiry, we will deactivate the affected Digital Twin. You are responsible for ceasing use of, and where required recalling, material already created from it.
Biometric identifiers and biometric information, where collected, are handled in accordance with the Privacy Policy and any separate consent or release required by applicable law. Nothing in these Terms substitutes for a subject consent or written release that applicable law requires enGEN3 to obtain directly.
Governing principle. Licence-based participation; no transfer of underlying IP. enGEN3 does not take ownership of participant intellectual property and does not transfer ownership of intellectual property between participants. The Creator/Rights Holder retains all right, title, and interest in the Universe and its underlying intellectual property. A Co-Creator participates under the applicable licence and receives only the rights expressly granted by that licence. Nothing in these Terms assigns the Creator/Rights Holder’s intellectual property to a Co-Creator or assigns a Co-Creator’s Account Holder Materials to enGEN3.
Creator / Rights Holder retained rights. Nothing in this Agreement transfers any right in a Universe, its assets, or its underlying intellectual property to enGEN3 or to any Co-Creator. A Creator/Rights Holder grants only the licence expressly set out in the applicable Universe Licence and retains everything else. Publishing a Universe to the Platform is not a grant of rights to enGEN3 beyond the operational licence in Section 9.2.
Co-Creator and Generated Output rights. enGEN3 claims no ownership interest in Generated Output or in original human-authored material a Co-Creator contributes and takes no assignment of either. That does not mean that a Co-Creator owns the Generated Output as a matter of copyright or other law. To the extent a Co-Creator holds rights in original human-authored elements, those rights remain subject to the Creator/Rights Holder’s underlying intellectual property and to the applicable Universe Licence. We make no representation that any Generated Output is copyrightable, protectable, or exclusive.
Output created within a Universe. Output created within a Universe may incorporate or derive from intellectual property owned or controlled by the Creator/Rights Holder. The Creator/Rights Holder retains that underlying intellectual property. A Co-Creator’s right to reproduce, distribute, publish, display, sell, license, commercialize, or otherwise exploit the Output exists only to the extent expressly granted by the applicable Universe Licence and ends when that licence ends or is revoked in accordance with its terms. No licence to the underlying Universe is implied beyond the express grant.
Moral rights. This Agreement does not require you to assign or waive any moral right. Where a Universe Licence requires a waiver or undertaking in respect of moral rights, that requirement is a matter between you and the Rights Holder.
enGEN3 is not a party. enGEN3 is not a party to the Universe Licence or to any other licence, agreement, or understanding between a Creator/Rights Holder and a Co-Creator. Any dispute arising out of or relating to such a licence, including any claim of unauthorized use, exceeded scope, broken chain of title, unauthorized sale, or infringement, is between the Creator/Rights Holder and the Co-Creator concerned. enGEN3 is not a necessary or proper party to any such dispute, will not be joined to it, and has no obligation to participate in, fund, mediate, adjudicate, or indemnify any party in respect of it. Nothing in this Agreement makes enGEN3 a guarantor of any participant’s compliance with any licence. Our role is to provide the Platform, apply Governance Review as configured, and maintain the Provenance Record, and we may make Provenance Records available to the parties to such a dispute or to a court or tribunal on request.
Limits on rights in Output. Any rights a participant may have in Output do not confer any right in (a) the underlying models, weights, or Platform technology; (b) third-party intellectual property depicted in or embedded in the Output, including Creator/Rights Holder intellectual property; (c) the likeness of any individual beyond the scope of their consent; or (d) any element of a Universe not expressly licensed. Generative models may produce similar or identical outputs for different users. We make no representation that any Output is original, non-infringing, copyrightable, protectable, or exclusive.
Co-Creators. Rights in material created through fan-facing or participatory products are governed by the applicable product-specific terms and Universe Licence. enGEN3 takes no assignment of a Co-Creator’s Account Holder Materials or original human-authored contribution. The Creator/Rights Holder retains the underlying intellectual property, and the Co-Creator’s right to use or exploit the resulting material exists only within the licence granted for that product or Universe.
We create and maintain a Provenance Record for assets created on the Platform. Provenance Records may include your identity as the originating Account Holder or Co-Creator, source inputs, model and provider identifiers, permissions relied on, Governance Review outcomes, and derivative lineage.
We own the Provenance Record as a record. You and, where applicable, the Rights Holder may access, export, and rely on Provenance Records relating to your assets. We may disclose Provenance Records to Rights Holders, downstream licensees, purchasers, and authorities as necessary to establish chain of title, enforce licences, or respond to legal process.
We retain Provenance Records after termination as described in the Privacy Policy, so that chain of title survives the end of your Subscription.
Role. Where the Platform enables transactions between participants, we act as a venue and, where applicable, as a limited payment collection agent for sellers. We are not a party to the underlying transaction between buyer and seller except where we are expressly identified as the seller.
Seller obligations. If you list an item, you represent and warrant that you hold all rights necessary to grant the rights offered, that the listing is accurate, and that the transaction complies with any applicable Universe Licence and with law. You set the licence terms offered to buyers within the parameters the Platform provides.
Fees. Fees are disclosed before listing and deducted from proceeds.
Payouts. Proceeds net of fees, taxes, and processor charges are paid out through our payment processor, subject to verification of your identity and tax information and any hold we reasonably apply for suspected fraud, chargeback risk, or a rights dispute.
Refunds and chargebacks. You are responsible for chargebacks on your sales, and we may recover chargeback amounts and associated fees from your balance or by other lawful means.
Taxes. You are responsible for determining, collecting, and remitting all taxes applicable to your transactions, except where we are required by law to collect and remit as a marketplace facilitator. You will provide accurate tax information and documentation on request.
Disputes. Disputes between buyers and sellers, and between any participants in a transaction, are solely between those parties. Consistent with Section 11.6, enGEN3 is not a party to the underlying transaction or to any dispute arising from it, including any claim that a seller lacked the rights they purported to grant. We may, but are not obliged to, delist an item, reverse a transaction, or withhold proceeds pending resolution, and we may provide Provenance Records to the parties or to a court or tribunal on request. Exercising or declining to exercise any of these options does not make us a party to the dispute.
Where you operate a campaign or program inviting Co-Creators to create and publish material, you are the sponsor of that program and we are not.
You are solely responsible for determining whether your program constitutes a contest, sweepstakes, promotion, prize program, or regulated employment or contractor relationship in any jurisdiction, and for complying with all applicable law, including disclosure, registration, bonding, tax reporting, and platform policy requirements. Where we administer payments to Co-Creators, we do so on your behalf and as a convenience, and we assume no responsibility for your compliance. We are not a party to any employment, contractor, or agency relationship with any Co-Creator.
We may access publicly available performance data from Third-Party Platforms to calculate payments. We have no control over whether a Third-Party Platform permits, restricts, demonetizes, or removes material, and no liability arising from any such action.
Reserved.
You will not, and will not permit any Authorized User to: (a) sell, resell, licence, sublicense, rent, or lease access to the Platform; (b) make the Platform available to anyone other than you and your Authorized Users; (c) modify, adapt, or create derivative works of the Platform; (d) use the Platform to store or transmit infringing, unlawful, or tortious material; (e) attempt to gain unauthorized access to the Platform or its systems; (f) disable, bypass, or tamper with security, access control, provenance, consent, or governance mechanisms; (g) disrupt the integrity or performance of the Platform; (h) reverse engineer, decompile, or attempt to derive the source code, model weights, prompts, system instructions, or underlying architecture of the Platform; (i) extract, scrape, or systematically retrieve Platform data or Output for the purpose of training a competing model or building a competing service; (j) frame or mirror any part of the Platform; or (k) use the Platform in violation of the Acceptable Use Policy.
Suspension. We may suspend or terminate access, in whole or in part, where we reasonably determine that (a) there is a security risk or threat to the Platform or any other participant; (b) you are using the Platform for harmful or illegal activity; (c) your use is likely to infringe a third party's rights; (d) you are in material breach of this Agreement; (e) provision of the Platform to you is prohibited by law; (f) you have failed to pay amounts when due, or have become subject to insolvency proceedings; or (g) a provider has suspended access to services necessary to operate the Platform. Where practicable and lawful we will give notice and an opportunity to cure. We have no liability for losses arising from a suspension made in accordance with this Section.
The Platform may interoperate with Third-Party Platforms. Use of those features may require you to obtain access from, and agree to the terms of, the relevant provider. We cannot guarantee continued availability of any integration and may cease providing it without refund or credit. The Platform is not endorsed by, administered by, or associated with any Third-Party Platform. You must comply with all terms and policies applicable to any Third-Party Platform you use.
Generation requests are fulfilled by third-party model providers. Their terms govern their handling of inputs and outputs. We contract for zero-retention and no-training terms where commercially available and disclose the current provider list.
WE MAKE NO REPRESENTATION AND HAVE NO LIABILITY OR OBLIGATION WHATSOEVER IN RELATION TO ANY THIRD-PARTY PLATFORM OR PROVIDER.
Subscription. Access is sold as a Subscription at the published rates, which renews automatically until cancelled.
Authorization. By purchasing a Subscription you authorize us to charge your payment method on enrollment and on each renewal date. If your primary method is declined we may charge another method on file.
Auto-renewal disclosure. Your Subscription renews automatically at the then-current rate until you cancel. We will send renewal reminders where required by law. You may cancel at any time through your account settings, effective at the end of the current billing period.
Refunds. Fees are non-refundable except where required by law, including the statutory withdrawal rights of EU and UK consumers. Payment is not contingent on the delivery of future functionality.
Price changes. We may change fees on at least 30 days' written notice, effective at the start of the next billing period following the notice. Continued use after the effective date constitutes acceptance. You may cancel before the change takes effect.
Late payment. Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law, and we may suspend access until payment is received in full.
Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes other than taxes on our income, property, and employees. Where we are required to collect VAT, GST, or sales tax, it will be added at checkout.
Term. This Agreement begins when you first accept it and continues until your Subscription is cancelled or terminated.
Termination for cause. Either Party may terminate (a) on 30 days' written notice of a material breach that remains uncured at the end of that period; or (b) immediately on the other Party becoming subject to insolvency, receivership, liquidation, or an assignment for the benefit of creditors. We may terminate immediately where your use threatens the security, integrity, or availability of the Platform, or violates applicable law.
Effect of termination. On termination your access ends and you must cease all use of the Platform. You remain liable for amounts accrued before termination.
Data export. Following termination we will make your Account Holder Materials, Generated Output, and associated Provenance Records available for export in a commercially reasonable format. After that period we may delete them, subject to the retention terms in the Privacy Policy and to our retention of Provenance Records under Section 12.
Surviving rights. Licences granted to Rights Holders, purchasers, and Universe participants before termination survive in accordance with their terms. Sections 9, 10, 11, 12, 20, 21, 22, 23, 24, 25, and 26 survive termination.
Reservation. Except for the limited rights expressly granted, we and our licensors reserve all right, title, and interest in and to the Platform and all related intellectual property.
Feedback. You grant us a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate any suggestion, recommendation, or feedback you or your Authorized Users provide.
Platform data. We may monitor use of the Platform and collect metadata and information relating to that use, including data resulting from the generation and analysis of Output and the prompts used. We may aggregate and deidentify such data to produce statistical and performance information, and we own all right, title, and interest in that aggregated data.
If you receive notice that material created or published through the Platform may infringe a third party's rights, notify us promptly at info@Film3Squad.io and comply with any removal instruction we issue.
We respond to notices of claimed copyright infringement in accordance with the Digital Millennium Copyright Act and comparable laws.
If we receive information that the Platform or any material on it infringes or misappropriates a third-party right, we may in our discretion modify the Platform, obtain a licence, remove the material, or terminate the affected access.
Each Party may disclose Confidential Information to the other. "Confidential Information" means non-public information disclosed in connection with this Agreement that is designated confidential or that would reasonably be understood to be confidential, including unreleased assets, Canon Rules, business plans, technical information, and pricing.
Confidentiality obligations do not apply to information that (a) is or becomes public through no fault of the recipient; (b) is received from a third party without a duty of confidentiality; (c) was known to the recipient before disclosure, as evidenced in writing; or (d) is independently developed without use of the discloser's information.
Each Party will hold the other's Confidential Information in confidence and use it only for purposes of this Agreement. A recipient may disclose where required by law or legal process, giving prior notice to the discloser where lawful.
The Platform and related technology may be subject to export control and sanctions laws administered by the U.S. Department of Commerce, the Office of Foreign Assets Control, the U.S. Department of State, and other authorities. You warrant that you will not export, reexport, or transfer the Platform or related technology in violation of those controls, and that you are not (a) located in or organized under the laws of a sanctioned country or territory; (b) a Specially Designated National or otherwise blocked, or owned or controlled by such a person; or (c) otherwise a prohibited party. We may suspend the Platform immediately as required to maintain compliance.
EXCEPT AS EXPRESSLY PROVIDED, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," AND WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.
GENERATIVE MODELS ARE PROBABILISTIC AND UNPREDICTABLE. WE MAKE NO REPRESENTATION OR GUARANTEE AS TO ANY GENERATED OUTPUT, INCLUDING ITS ACCURACY, ORIGINALITY, QUALITY, NON-INFRINGEMENT, PROTECTABILITY, OR FITNESS FOR ANY PURPOSE. WE DO NOT VET OUTPUT AND ARE NOT RESPONSIBLE FOR OUTPUT GENERATED BY OR FOR YOU, YOUR AUTHORIZED USERS, OR CO-CREATORS. GOVERNANCE REVIEW IS A RISK-REDUCTION TOOL AND NOT A GUARANTEE OF COMPLIANCE, CLEARANCE, OR CANON ACCURACY.
Nothing in this Section limits any warranty or right that cannot be excluded under the law applicable to you as a consumer.
OUR AGGREGATE LIABILITY, TOGETHER WITH THAT OF OUR AFFILIATES, ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT YOU PAID US IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO THE LIABILITY. THIS LIMIT APPLIES REGARDLESS OF THE THEORY OF LIABILITY AND DOES NOT LIMIT YOUR PAYMENT OBLIGATIONS.
WE WILL NOT BE LIABLE FOR PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF USE, DATA, BUSINESS, GOODWILL, OR PROFITS, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER OR NOT FORESEEABLE, AND WHETHER OR NOT ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Nothing in this Section excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded under applicable law. Some jurisdictions do not allow certain exclusions, so parts of this Section may not apply to you.
By you. You will indemnify, defend, and hold harmless enGEN3, its Affiliates, and their respective officers, directors, employees, and agents from and against any claim, demand, proceeding, loss, liability, cost, and expense, including reasonable attorneys' fees, arising out of or relating to (a) your breach of this Agreement; (b) any act or omission of you, your Authorized Users, or your agents; (c) Account Holder Materials, including any claim that they infringe or misappropriate a third-party right; (d) Generated Output created by or for you or your Authorized Users; (e) your failure to obtain necessary clearances, consents, or releases, including claims by talent, performers, rights holders, guilds, or unions; (f) any Digital Twin created or deployed by you; (g) your Canon Rules, or any determination produced by their application; (h) any campaign, contest, or Co-Creator payment program you operate, including claims relating to payment amounts, eligibility, or nonpayment; and (i) your violation of applicable law.
By us. We will defend you against any third-party claim alleging that the Platform itself, as supplied by us and used in accordance with this Agreement, infringes that third party's copyright, trademark, or trade secret rights, and we will pay the damages finally awarded against you on that claim or the amounts we agree in settlement of it, provided that you give us prompt written notice of the claim, allow us to control the defense and settlement, and give us reasonable cooperation at our expense.
This obligation does not apply to, and we expressly exclude, any claim arising out of or relating to (a) Account Holder Materials; (b) Generated Output, including any claim that Output infringes, misappropriates, or otherwise violates a third-party right; (c) any Universe, Canon Rules, Source-of-Truth Dataset, or Rights Holder intellectual property; (d) any Digital Twin, likeness, voice, or performance; (e) use of the Platform in combination with any product, data, or service not supplied by us; (f) any modification of the Platform not made by us; (g) your continued use after we have notified you to stop or supplied a non-infringing alternative; or (h) use in breach of this Agreement or applicable law.
If the Platform becomes, or in our reasonable opinion is likely to become, the subject of such a claim, we may at our option procure the right for you to continue using it, modify or replace it so that it is no longer infringing, or terminate the affected access and refund any prepaid unused fees. This Section states our entire obligation and your exclusive remedy in respect of any third-party intellectual property claim. Our obligations under this Section are subject to the limitation in Section 25.
Procedure. The indemnified Party will give prompt notice of any claim, allow the indemnifying Party to control the defense, and provide reasonable cooperation at the indemnifying Party's expense. The indemnifying Party may not settle a claim in a manner that imposes any obligation or admission on the indemnified Party without consent.
Informal resolution. Before initiating a proceeding, the Parties will attempt in good faith to resolve the dispute through direct negotiation for at least 30 days following written notice describing the dispute.
Arbitration. Except as provided below, any dispute arising out of or relating to this Agreement will be resolved by final and binding arbitration administered by JAMS under its applicable rules, before a single arbitrator, at the JAMS location nearest to you or, at your election, by videoconference. The Federal Arbitration Act governs the interpretation and enforcement of this Section. Judgment on the award may be entered in any court of competent jurisdiction.
CLASS ACTION WAIVER. ARBITRATION WILL BE CONDUCTED IN YOUR INDIVIDUAL CAPACITY ONLY. YOU MAY NOT BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR AWARD RELIEF ON A CLASS BASIS.
JURY WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Exceptions. Either Party may bring an individual claim in small claims court, and either Party may seek injunctive relief in court to protect intellectual property or confidential information.
Opt-out. You may opt out of arbitration by sending written notice to info@Film3Squad.io within 30 days of first accepting these Terms. Opting out does not affect any other provision.
Fees. The Parties will share arbitrator and administrative fees equally, except that the initiating Party pays filing fees, and except where allocating fees in that manner would render this Section unenforceable, in which case we will pay the portion required for enforceability.
Consumers outside the United States. If you are a consumer resident in the EEA, the UK, or another jurisdiction whose law prohibits pre-dispute arbitration or class waivers in consumer contracts, this Section does not apply to you. You may bring proceedings in the courts of your place of residence, and you retain the benefit of the mandatory consumer protections of your local law.
Governing law and venue. This Agreement is governed by the laws of the State of Wyoming, without regard to conflict of law principles, and the Parties consent to the exclusive jurisdiction of the state and federal courts located in Wyoming for any matter not subject to arbitration. This does not deprive any consumer of the protection of the mandatory law of their place of residence.
Modification. We may amend this Agreement by posting a revised version at engen3.io. Changes take effect 14 days after posting, or immediately where required by law or to address a security or legal risk. Where changes are material we will give notice by email or in-product notification before they take effect. Continued use after the effective date constitutes acceptance. If you do not agree, you must stop using the Platform and may cancel.
Entire agreement. This Agreement and the documents incorporated by reference constitute the entire agreement between the Parties on its subject matter and supersede all prior understandings. Headings are for convenience only.
Relationship. The Parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
Third-party beneficiaries. Rights Holders are intended third-party beneficiaries of Sections 8, 9, 10, 11, and 26 with respect to activity within their Universes, and may enforce those Sections directly. No other person has any right under this Agreement.
Waiver. A failure to enforce any provision is not a waiver. Waivers must be in writing and signed by the waiving Party.
Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder of the Agreement remains in effect.
Assignment. Neither Party may assign this Agreement without the other's prior written consent, not to be unreasonably withheld, except that either Party may assign in its entirety to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all assets not involving a direct competitor of the other Party.
Notices. Notices to us must be sent to enGEN3 LLC, 2260 Franklin St, Sheridan, WY 82070 with a copy by email to info@Film3Squad.io. We may give notice by email to the address on your Account or by in-product notification.
Force majeure. Neither Party is liable for any delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil disturbance, labor action, utility or network failure, government action, and the unavailability of a critical third-party provider.
Authority. You represent that the person accepting this Agreement is authorized to bind you to it.