COMMERCIAL USE AUTHORIZATION AGREEMENT

Article 1 Purpose and Nature of Authorization

1.1 SandAI hereby confirms that, subject to and in accordance with the Terms of Service, Acceptable Use Policy, Dispute Policy and Privacy Policy of VidMuse accepted by Customer (collectively, the “Policies”), Customer is hereby granted a worldwide, non-exclusive, non-transferable commercial use license, authorizing the Customer to use the VidMuse product and services to generate audiovisual content and related outputs (the “Outputs”) for commercial purposes (the “Authorization”).

1.2 This Authorization is granted solely for the purpose of Customer’s own lawful commercial activities. Without the prior written consent of SandAI, Customer shall not assign, transfer, lend, pledge, or otherwise dispose of any rights granted under this Authorization to any third party, nor shall Customer permit any third party to use this Authorization in the name of Customer.

1.3 The Authorization granted under this Agreement does not constitute an exclusive right to use the VidMuse products or services. SandAI reserves the right, at its sole discretion, to use, develop, modify, improve, or authorize third parties to use the VidMuse products and services without incurring any liability to Customer; provided, however, that such activities shall not infringe upon any lawful rights that Customer may have in the Outputs generated in accordance with this Agreement.

1.4 Customer acknowledges and agrees that its access to and use of VidMuse shall at all times remain subject to the Policies, which constitute the primary contractual framework governing the use of the VidMuse services, and that this Agreement does not replace, amend, or supersede the Policies.

1.5 To the extent permitted by applicable law, SandAI does not claim any ownership over Outputs generated by Customer using VidMuse. Except for the VidMuse and underlying technologies, Customer shall have the right to use, reproduce, distribute, display, and commercially exploit such Outputs. Customer acknowledges that, due to the nature of generative AI, Outputs may not be unique or eligible for copyright protection.

Article 2 Scope of Authorized Commercial Use

2.1 Customer may use Outputs generated through VidMuse in commercial projects, including but not limited to advertising production, marketing communications, brand promotion, media production, content creation, and other commercial media activities, provided that such use complies with applicable laws, regulations, industry standards, and the Policies.

2.2 Customer may incorporate the Outputs as part of the project deliverables provided to its end clients or brand partners and deliver such Outputs to those end clients or brand partners as part of the Customer’s completed projects. Customer shall ensure that any such end clients or brand partners comply with the relevant provisions of this Agreement and the Policies.

2.3 Customer is not required to provide attribution to VidMuse when using Outputs. However, SandAI encourages voluntary attribution such as “Generated with VidMuse.”

2.4 Customer shall not use the Outputs in any of the following scenarios, and any such use shall constitute a material breach of this Agreement:

1. Any use that violates applicable laws, regulations, public policy, or public morals, including but not limited to activities that endanger national security, harm public interests, or promote obscene, pornographic, violent, terrorist, or discriminatory content;
2. Any use that infringes upon the lawful rights or interests of any third party, including but not limited to intellectual property rights, rights of portrait or publicity, reputation rights, privacy rights, or trade secrets;
3. Any use involving unauthorized commercial cooperation, resale, or distribution, including but not limited to selling the Outputs as standalone products, providing the Outputs to third parties on a rental basis, or using the Outputs as core content for profit on other platforms;
4. Any use that may expose SandAI to legal liability or other use that exceeds the scope of use permitted under this Agreement or the Policies.

2.5 Subject to this Agreement, the Policies and applicable laws, Customer may use Outputs for commercial purposes including but not limited to:

1. online video distribution and monetization (e.g. YouTube);
2. music platform visuals (e.g. Spotify Canvas);
3. advertising, marketing, and brand promotion;
4. media broadcasting and production;
5. other lawful commercial uses.

2.6 Customer acknowledges and agrees that the commercial use rights under this Agreement are granted only to Paid Users. Outputs generated under free plans are for non-commercial use only and may include VidMuse watermarks.

Article 3 Ownership and Intellectual Property

3.1 As between the Parties, SandAI retains all rights, title, and interest in and to the VidMuse platform and its related technologies, including but not limited to artificial intelligence models, algorithms, software programs, databases, system architecture, documentation, and other technical components. Except as expressly provided in this Agreement and the Policies, Customer shall not acquire any ownership or other rights in such intellectual property by virtue of using VidMuse.

3.2 Except for the limited usage authorization expressly confirmed herein, this Agreement does not constitute any transfer, assignment, or license of intellectual property rights, nor shall it be interpreted as granting Customer any right to copy, modify, reverse engineer, extract, reproduce, develop derivative technologies from, or build competing products based on the VidMuse system, or make VidMuse or its services available to any third party.

3.3 Customer acknowledges that VidMuse operates based on generative artificial intelligence technology and that Outputs are automatically generated based on user inputs. SandAI does not guarantee that any Outputs will be unique, original, or exclusive, and similar or identical outputs may be generated for other users of the service.

Article 4 Customer Responsibilities and Compliance

4.1 Customer shall bear full responsibility for its input content and for the manner in which the Outputs are used, including but not limited to the following obligations:

1. ensuring that the input content is lawful, accurate, and complete, and does not contain any content that violates applicable laws or regulations, public order or morals, or the provisions of the Policies;
2. ensuring that the use of the Outputs complies with applicable laws and regulations, including but not limited to the Copyright Law, the Advertising Law, the Cybersecurity Law, the Personal Information Protection Law, as well as relevant industry standards and applicable platform rules. Customer shall independently assess the legality and compliance of Outputs in different jurisdictions;
3. Subject to Article 7, promptly responding to and handling any third-party complaints, reports, claims, litigation, arbitration, or other disputes arising from the input content or the use of the Outputs, and bearing all liabilities, costs, and expenses arising therefrom.

4.2 Customer represents and warrants that it has obtained all necessary rights, consents, and permissions related to any third-party content, personal data, likenesses, trademarks, or other protected elements included in its inputs or Outputs, and that the generation and use of Outputs will not infringe any lawful rights of third parties.

4.3 Customer acknowledges and agrees that SandAI does not review, approve, or endorse Customer inputs, Outputs, or Customer projects, and that SandAI shall not be responsible for any commercial results or legal consequences arising from Customer’s use of the Outputs.

Article 5 No Warranty; Limitation of Liability

5.1 This Agreement does not modify, expand, or limit any disclaimers, warranty exclusions, or limitations of liability set forth in the Policies.

5.2 SandAI makes no representations or warranties regarding the suitability, legality, or non-infringement of any Outputs for Customer’s specific commercial purposes.

Article 6 Data and Privacy Protection

6.1 Any collection, storage, use, processing, transmission, provision, disclosure, or other handling of data and personal information arising from the use of the VidMuse products or the performance of this Agreement shall strictly comply with the data protection and privacy provisions set forth in the Policies, and shall also comply with all applicable laws and regulations.

6.2 Customer shall ensure that any data or information submitted in connection with its use of VidMuse complies with applicable data protection laws and that all necessary legal bases, permissions, or consents have been obtained.

Article 7 Customer Indemnification

7.1 If any third-party claim, demand, dispute, investigation, or proceeding arises from or relates to Customer’s use of VidMuse, Customer’s inputs, the Outputs generated through VidMuse, or Customer’s commercial use of such Outputs, Customer shall bear full responsibility for such matters and shall indemnify and hold harmless SandAI and its affiliates from and against any and all losses, liabilities, damages, costs, and expenses.

7.2 Customer agrees to reasonably cooperate with SandAI in the defense, settlement, or resolution of any such claims.

7.3 Under no circumstances shall SandAI be liable for any liabilities that Customer may incur to any third party arising from the use of the Outputs.

Article 8 Artificial Intelligence Output Acknowledgement

8.1 Customer acknowledges that VidMuse operates based on generative artificial intelligence technology and that Outputs are generated automatically based on user inputs through algorithmic processes. Accordingly, SandAI does not guarantee the accuracy, completeness, legality, suitability, or non-infringement of any Outputs.

8.2 Customer shall independently review, evaluate, and assess any Outputs prior to using them for commercial purposes.

8.3 Customer further acknowledges that the decision to use Outputs in commercial projects is made independently by Customer, and SandAI shall not be responsible for Customer’s project outcomes, commercial results, or any legal risks arising from such use.

Article 9 Relationship with Policies

9.1 This Agreement constitutes a supplemental commercial use confirmation to the Policies.

9.2 In the event of any inconsistency or conflict between this Agreement and the Policies, this Agreement shall prevail. Any matters not covered in this Agreement shall be governed by the provisions of the Policy.

Article 10 Amendment, Termination and Expiration of the Agreement

10.1 Any amendment or supplement to this Agreement shall be subject to mutual agreement between the Parties and shall be made in writing.

10.2 SandAI shall have the right to terminate this Agreement by written notice to the Customer upon the occurrence of any of the following circumstances:

1. the other Party commits a material breach of this Agreement and fails to remedy such breach within fifteen (15) days after receiving written notice;
2. the other Party becomes subject to bankruptcy, liquidation, dissolution, or revocation of its business license;
3. the performance of this Agreement becomes impossible for a continuous period exceeding thirty (30) days due to force majeure;
4. any other circumstances under applicable law that permit termination.

10.3 This Agreement shall remain effective for the duration of Customer’s paid subscription.

10.4 Upon termination of this Agreement, Customer shall immediately cease using the authorization granted under this Agreement and shall no longer generate new Outputs for commercial use. However, Outputs that were lawfully generated during the subscription period may continue to be used, distributed, and commercialized on a perpetual basis.

10.5 Upon termination of this Agreement, the rights and obligations of the Parties under this Agreement shall cease, except for those provisions which by their nature are intended to survive termination.

Article 11 Miscellaneous

11.1 This Agreement does not create any exclusivity, partnership, agency, or joint venture relationship between the Parties.

11.2 This Agreement shall be governed by and construed in accordance with the governing law specified in the Policies. Any dispute shall be resolved in accordance with the dispute resolution provisions set forth in the Policies.

11.3 This Agreement shall become effective as of the date of execution by both Parties.

If you have any further questions or specific use cases you'd like to discuss, please submit a support ticket via our feedback portal: https://vidmuse.ai/feedback