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These Terms of Service (this "Agreement") is a binding contract between you ("User" or “you”) and EntMaker L.L.C., a North Carolina limited liability company ("Provider”), the provider of EntMaker (the “Platform” or “we”). This Agreement governs your access to and use of the Platform, as well as any related software, content, and services (collectively, the “Services”), offered through our website, www.entmaker.com, and any of its subdomains (our “Website”).
THIS AGREEMENT TAKES EFFECT BY ACCESSING OR USING THE SERVICES (the "Effective Date"). BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AND ANY APPLICABLE LAWS, RULES, OR REGULATIONS.
IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM OR SERVICES.
PLEASE NOTE THAT THESE TERMS CONTAIN AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND PROVIDER AGREE THAT DISPUTES RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM OR SERVICES WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND PROVIDER WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION
Our Services are strictly intended for individuals who are at least 18 years of age. If you are under the age of 18, you are not permitted to use the Platform or Services. We have the right to actively remove accounts suspected to belong to individuals under the age of 18. By using the Services, you confirm that you are over 18. Misrepresentation of your age violates this Agreement and may result in immediate account termination.
Our Services are not intended for use by individuals located in the European Union (EU), and we do not currently offer Services in jurisdictions subject to the General Data Protection Regulation (GDPR). By accessing or using the Services, you represent and warrant that you are not a resident of the EU. If we determine that you have misrepresented your residency, we may immediately terminate your account and access to the Services.
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"Materials" means any Provider materials relating to the Services provided by Provider to User in connection with the Services.
"Provider IP" means the Services, the Materials, and all intellectual property rights therein, provided to User in connection with the Services. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of User's access to or use of the Services.
"Third-Party Products" means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.
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Registered Users. You will be required to create an account with Provider in order to access and use the Services. If you choose to register for the Services, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the registration form. Personal data of Registered Users is governed by our Privacy Policy.
Provision of Access. Subject to and conditioned on User’s compliance with all of the terms and conditions of this Agreement, Provider hereby grants User a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term.
Fees. Certain features of the Services may be subject to payment of subscription fees, which will be disclosed prior to use. All fees are non-refundable except as required by law or stated otherwise. Provider reserves the right to modify its pricing at any time upon reasonable notice.
Materials License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants User a non-exclusive, non-sublicensable, non-transferable license for User to use the Materials during the Term solely in connection with use of the Services.
Use Restrictions. User shall not use the Services, any software component of the Services, or Materials for any purposes beyond the scope of the access granted in this Agreement. User shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Services, any software component of the Services, or Materials, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Materials except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Materials; or (v) use the Services or Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor User's use of the Services and collect and compile data and information related to User's use of the Services to be used by Provider in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). As between Provider and User, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. User agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify User or User's Confidential Information.
Reservation of Rights. Provider reserves all rights not expressly granted to User in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to User or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend User's access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) User's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other user or vendor of Provider; (C) User is using the Provider IP for fraudulent or illegal activities; or (D) Provider's provision of the Services to User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable User to access the Services; or (iii) in accordance with Section 4 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension").
Termination of Access. In addition to temporary suspensions, Provider may permanently terminate a User’s access to the Services, with or without notice, in the event of a material breach of this Agreement, repeated violations, or if Provider determines in its sole discretion that continued access would pose a legal or operational risk (“Service Termination”). Provider will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that User may incur as a result of a Service Suspension or Service Termination.
General Practices. You acknowledge and agree that Provider may establish general practices and limits regarding the use of the Services, which may include, without limitation: (i) the maximum duration for which data or content will be retained; (ii) limits on the amount of storage available to you; and (iii) criteria for identifying and terminating inactive accounts. You agree that Provider has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded to the Services. Provider reserves the right, in its sole discretion and at any time, to update, modify, or discontinue such general practices and limits, with or without prior notice.
User Content.
Definition & Ownership. With respect to the content, other materials, or software code you upload through the Services or share with other users (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including any character models, artwork, animations, or other assets created by third parties, including, without limitation, all copyrights and rights of publicity contained therein. User Content includes, without limitation, text-based chat messages, uploaded or posted images and video content, live or recorded audio (including voice samples), software code, character behavior scripts or parameters, avatar images, and digital assets including but not limited to Live2D model files or VTuber-related materials.
License. By uploading any User Content you hereby grant and will grant Provider a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to use, reproduce, adapt, create derivative works of, copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Services or the promotion, advertising or marketing thereof in any form, medium or technology now known or later developed. This includes the right to use User Content in connection with voice synthesis (e.g., ElevenLabs or similar services), animation (e.g., Live2D or similar tools), and generation of AI character behaviors or avatars.
Public Use. If you mark a particular character, avatar, program as public, you hereby grant to all other users of the Platform a nonexclusive, worldwide license to access, use, adapt, and build upon that content within the Services. Publicly shared content may be visible to and utilized by other users without further notice or attribution. Such license will remain in effect until you delete the applicable asset or your account, at which point the license granted to other users will terminate with respect to future uses. This termination will not affect any use already made or derivative works already created prior to such deletion. For the avoidance of doubt, Provider has no obligation to monitor or remove previously shared copies of deleted content, unless otherwise required by law or upon valid takedown notice.
Prohibited Content. Prohibited content includes, but is not limited to, any content that:
Is illegal in any way or advocates, depicts, or promotes illegal activity of any kind;
Promotes or constitutes any form of human trafficking;
Depicts sexualized or exploited minors, as defined by individuals under the age of 18;
Includes gore, bestiality, or sexual violence;
Solicits or shares private information about an individual;
Solicits or shares users account login credentials;
Violates any third-party, intellectual property or proprietary rights;
Engages in intimidation, bullying, or provokes others into similar behavior;
Contains inflammatory or hate speech, including content promoting violent extremism or political agitation;
Illustrates, extols, incites, advocates, or backs terrorism or acts or individuals involved in violent extremism;
Showcases, encourages, or illustrates acts of self-harm or suicide;
Constitutes spam or deceptive content;
Promotes actions that could be deemed criminal, could lead to civil penalties, transgress any law, or are generally inappropriate;
Circumvents or conveys information on how to bypass moderation controls or any other security features;
Includes self-promotion or promotion of other tools or services;
Includes repeated irrelevant, inappropriate, or spam-like messages;
Contains sexually explicit content or nudity; or
Seeks to provide medical, legal, financial or tax advice.
Feature Restrictions. To the extent Provider chooses to support voice or audio features, you agree not to do any of the following in connection with your use of the Services:
Submit voice recordings of third parties (including but not limited to celebrities) without their consent; or
Use any Provider voice feature to engage in "deepfakes" or impersonation of any kind, including but not limited to those that create political misinformation, perpetrate frauds or scams, impugn the reputation of third parties, or otherwise amount to harmful conduct.
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Acceptable Use. The Services may not be used for unlawful, fraudulent, offensive, or obscene activity. User will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all of Provider’s guidelines and standards.
Access Credentials. User is responsible for keeping User’s access credentials associated with the Services confidential. User will not sell or transfer them to any other person or entity. User will promptly notify Provider about any unauthorized access to User’s passwords or access credentials.
Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to User for acceptance within the Services by website link or otherwise. Provider is not responsible for their availability, accuracy, or use. User is solely responsible for ensuring User has the necessary rights or permissions to submit materials to or through such third-party services. If User does not agree to abide by the applicable terms for any such Third-Party Products, then User should not install, access, or use such Third-Party Products.
Voice Synthesis. User represents and warrants that User has all rights and permissions necessary to provide any voice samples, audio recordings, or likenesses to be used in connection with voice synthesis tools integrated into the Services. User acknowledges that such tools may use User Content to train or refine synthetic voices.
Privacy Policy. Provider complies with its privacy policy ("Privacy Policy") in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, User acknowledge that User have reviewed and accepted Provider’s Privacy Policy, and User consent to all actions taken by us with respect to User’s information in compliance with the then-current version of Provider’s Privacy Policy.
Intellectual Property Ownership. As between User and Provider, Provider owns all right, title, and interest, including all worldwide intellectual property rights, in and to the Services, Platform, and Website.
Feedback. If User sends or transmits any communications, materials, or software code to Provider by mail, email, telephone, or otherwise, suggesting, recommending, or including changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to use such Feedback irrespective of any other obligation or limitation between User and Provider governing such Feedback. All Feedback is and will be treated as non-confidential. User hereby assigns to Provider on User’s behalf, and shall cause User’s employees, contractors, and agents to assign, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to User or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.
Limited Warranty and Warranty Disclaimer.
Provider warrants that it provides Services using a commercially reasonable level of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 6(a), THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USER’S OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF USER’S OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
User Indemnification. User shall indemnify, hold harmless, and, at Provider's option, defend Provider and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees arising from or relating to any third-party claim, suit, action, or proceeding based on User's negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement; provided that User may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED FIVE HUNDRED U.S. DOLLARS ($500).
Disclosure. You acknowledge and agree that Provider may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce this Agreement, (c) respond to claims that any User Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Provider, our users and the public. You understand that the technical processing and transmission of the Services, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
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Term. The term of this Agreement begins on the Effective Date and continues until terminated.
Termination. In addition to any other express termination right set forth in this Agreement, either party may terminate this Agreement for any reason at any time.
Effect of Termination. Upon termination of this Agreement, User shall immediately discontinue use of the Services and any Provider IP. No expiration or termination of this Agreement will affect User's obligation to pay all Fees that may have become due before such expiration or termination or entitle User to any refund.
Survival. Any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination.
Arbitration. PLEASE READ THIS SECTION CAREFULLY—IT MAY AFFECT YOUR LEGAL RIGHTS. Any dispute, claim, or controversy arising out of or relating to this Agreement, including the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (if applicable) or the Commercial Arbitration Rules, as appropriate, then in effect (collectively, the “AAA Rules”). The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA Rules. The arbitration shall take place in Raleigh, North Carolina or virtually at the election of either party and shall be conducted in the English language. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, each party retains the right to seek injunctive or equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights.
YOU AND PROVIDER AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.
If this class action waiver is found to be unenforceable, then the entirety of this entire Section 13 shall be null and void.
Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of North Carolina. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of North Carolina, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to Provider must be sent to the address above and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by Provider. Notwithstanding the foregoing, User hereby consents to receiving electronic communications from Provider. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. User agrees that any notices, agreements, disclosures, or other communications that Provider sends to User electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by Provider with respect to a breach of this Agreement by User or others does not constitute a waiver and will not limit Provider’s rights with respect to such breach or any subsequent breaches. This Agreement is personal to User and may not be assigned or transferred for any reason whatsoever without Provider’s prior written consent and any action or conduct in violation of the foregoing will be void and without effect. Provider expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.