The agreement between your team and ours.
Effective date: [DATE] Last updated: [DATE]
These Terms of Service (the "Terms") are a binding agreement between Tera Inc., a [STATE] corporation ("Tera", "we", "us"), and the entity or person agreeing to them ("Customer", "you"). They govern your use of Fixtureframe — the web application, the command-line tool, the browser recorder, the APIs, and the documentation (together, the "Service").
By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you are agreeing on behalf of a company, you represent that you have authority to bind it, and "you" means that company.
If we have signed a separate written agreement with you, that agreement governs where it conflicts with these Terms.
"Customer Content" — everything you put into or generate with the Service: flows, recordings, screenshots, video, imported decks, narration, transcripts, documents, voice and presenter profiles, and the media produced from them.
"Users" — the people you authorise to use the Service under your account.
"Output" — media and text the Service generates from your instructions, including narrated video, synthetic speech and presenter takes.
"Order" — the plan, credits or subscription you purchase, whether online or by signed order form.
Subject to these Terms, Tera grants you a non-exclusive, non-transferable right to access and use the Service during the term, for your internal business purposes and for producing demonstrations and help content you publish.
Your account is organised into an organisation and workspaces, with roles that determine what each User can do. You are responsible for who you invite, the roles you grant, and everything done under your account. Keep credentials — passwords, session cookies and API keys — confidential, and tell us promptly at [SECURITY_EMAIL] if you believe one has been compromised.
API keys act on behalf of your organisation and do not expire on their own. Revoke them when a person or system no longer needs access.
We improve the Service continuously and may change features. We will not materially reduce core functionality during a paid term without giving you at least [30] days' notice and, if the change materially harms you, a pro-rata refund of prepaid amounts for the remainder of the term.
Features labelled beta, preview or experimental are provided as is, may be changed or withdrawn at any time, and are excluded from any service commitment. Do not rely on them for production work.
The Service meters what you consume — renders, generated speech, presenter takes and model calls — against your balance at the rates published in the Service. Rates are shown before you spend, and metering records are visible in your account.
Payments are processed by Stripe; by paying you also accept Stripe's terms. Charges are in [CURRENCY] and are due on the terms shown at purchase. You authorise us to charge your payment method for amounts you incur.
If you enable automatic top-up, you authorise us to charge your payment method the amount you configured whenever your balance falls below the threshold you set. You can disable it at any time in the Service. We will tell you when a top-up succeeds or fails.
Fees exclude taxes. You are responsible for sales, use, VAT, GST and similar taxes, excluding taxes on our income.
If payment fails or a balance is exhausted, work that costs money will not run. We may suspend the Service for accounts more than [15] days past due, after notice and a chance to cure.
Except as stated in section 2.3 or required by law, fees are non-refundable and purchased credits are not redeemable for cash. Unused credits expire [12 months] after purchase.
As between you and Tera, you own all Customer Content. We claim no ownership in it.
You grant Tera a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display, process and create derived media from Customer Content solely to provide, secure and support the Service for you, including sending it to the subprocessors listed in our Privacy Policy. This licence ends when the content is deleted, except for backups ageing out on their normal schedule.
We will not use Customer Content to train our own AI models, and we do not authorise our AI providers to train theirs on it.
The Service records whatever appears in the browser you point it at. You are responsible for what that is — for having the right to record it, and for the personal data it contains. The Service is designed for fixture and demonstration data. Do not point it at live production systems containing other people's personal information unless you have a lawful basis and have signed a DPA with us.
Where Customer Content contains personal data, you are the controller and Tera is the processor. Our Data Processing Addendum applies and is incorporated by reference. Ask and we will sign one.
As between you and Tera, you own the Output generated from your instructions, subject to your having paid for it and complied with these Terms. Given how generative models work, Output may not be unique — comparable Output may be generated for others — and we make no claim that Output is protectable by copyright.
This section is the heart of these Terms. Read it.
For every voice recording, portrait or likeness you put into the Service, you represent and warrant that:
The Service records a spoken consent statement when a voice profile is created. That is a record, not a substitute for your own compliance. It does not establish that the speaker had authority, that your jurisdiction's formalities were met, or that a written release exists where one is required.
You must not use the Service to create synthetic voice or video that:
Where you publish synthetic media externally, you are responsible for any disclosure the law requires — and increasingly does. Labelling AI-generated presenters is your obligation, not ours.
We may suspend or remove a voice or presenter profile, without prior notice, if we reasonably believe it violates this section. We will tell you why, and restore it if the concern is resolved.
You must not, and must not permit anyone to:
We may suspend access immediately if use threatens the security, integrity or availability of the Service, or exposes us to legal liability. Otherwise we give notice and a reasonable chance to cure.
The Service connects to third parties you choose — Slack, Microsoft Teams, Jira, Confluence, Zendesk, Intercom, Pylon, HubSpot, Salesforce, and identity providers such as Google and Microsoft. Connecting one authorises us to exchange data with it on your behalf.
Those services are governed by their own terms and privacy policies. We are not responsible for them, for their availability, or for what they do with data you direct us to send. Disconnecting a service in the Service deletes the stored credential.
Each party may receive the other's non-public information. The recipient will protect it with at least reasonable care, use it only for this agreement, and disclose it only to people who need it and are bound to equivalent terms. This does not apply to information that is public through no fault of the recipient, independently developed, or lawfully received from someone else. Disclosure required by law is permitted with prompt notice where lawful.
Customer Content is your confidential information.
Tera owns the Service and everything in it — software, models, interfaces, documentation and trademarks — and all rights not expressly granted are reserved. You own Customer Content and Output as set out in section 4.
If you send us feedback or suggestions, we may use them without obligation or compensation. Feedback is not Customer Content.
These Terms run while you have an account. Either party may terminate for convenience on [30] days' notice, or immediately for material breach not cured within [30] days of notice.
On termination:
Sections that by their nature should survive — 4.1, 4.5, 5.1, 8, 9, 11, 12, 13 and 15 — survive.
We warrant that we will provide the Service with reasonable skill and care, and in accordance with these Terms.
Otherwise the Service is provided "as is". To the fullest extent permitted by law, Tera disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade.
Specifically, we do not warrant that: the Service will be uninterrupted or error-free; AI-generated Output will be accurate, appropriate or fit for any purpose; or that Output will be free of similarity to other output. AI-generated content requires human review before publication — the Service is built around that assumption, and so is your responsibility for what you publish.
[If you commit to an SLA, reference it here and make uptime credits the sole remedy for downtime.]
You will defend and indemnify Tera against third-party claims arising from: Customer Content; your use of the Service in breach of these Terms; your breach of section 5 (voice, likeness and synthetic media); or your violation of law or of a third party's rights.
We will defend and indemnify you against third-party claims that the Service as provided by us infringes a US patent, copyright or trademark, and pay damages finally awarded. This does not apply to claims arising from Customer Content, Output, your combination of the Service with anything else, or your use in breach of these Terms. We may modify the Service, procure a licence, or terminate and refund prepaid unused fees.
Each side must give prompt notice, let the other control the defence, and cooperate. No settlement admitting fault without consent.
To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, even if advised such damages were possible.
Each party's total aggregate liability arising out of these Terms is limited to the amounts you paid or owed to Tera in the [12] months before the event giving rise to liability.
These limits do not apply to: your payment obligations; either party's indemnification obligations; your breach of section 5 or 6; or liability that cannot be limited by law (including death or personal injury caused by negligence, and fraud).
These limits are a fundamental basis of the bargain and apply even if a limited remedy fails of its essential purpose.
You will comply with applicable export control and sanctions laws, and you represent that you are not located in, or ordinarily resident in, an embargoed territory, and are not on any restricted-party list. Both parties will comply with applicable anti-bribery and anti-corruption laws.
These Terms are governed by the laws of the State of [STATE], without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
[Choose one and delete the other.]
Option A — Courts. The state and federal courts located in [COUNTY, STATE] have exclusive jurisdiction, and both parties consent to venue there.
Option B — Arbitration. Any dispute will be resolved by binding arbitration administered by [JAMS/AAA] under its commercial rules, before one arbitrator, in [CITY, STATE], in English. Judgment may be entered in any court of competent jurisdiction. Each party waives any right to a jury trial and to participate in a class action. Either party may seek injunctive relief in court to protect intellectual property or confidential information.
Before filing, the parties will try in good faith to resolve the dispute by escalating it to senior representatives for [30] days.
Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all assets, with notice.
Notices. To you: the email on your account, or in the Service. To us: [LEGAL_NOTICE_EMAIL] and [REGISTERED_ADDRESS].
Force majeure. Neither party is liable for delay caused by events beyond reasonable control, excluding payment obligations.
Publicity. We will not use your name or logo as a customer reference without your written consent.
Independent contractors. No partnership, joint venture, employment or agency is created.
Severability and waiver. If a provision is unenforceable it is limited to the minimum extent necessary and the rest stands. No waiver unless in writing.
Entire agreement. These Terms, the Privacy Policy, any DPA and any Order are the entire agreement, superseding prior discussions. Terms in your purchase order or vendor portal do not apply.
Changes. We may update these Terms. For material changes we will give [30] days' notice by email or in the Service, and they take effect at the start of your next term or [30] days after notice, whichever is later. Continued use means acceptance. If you object to a material change, you may terminate before it takes effect and receive a pro-rata refund of prepaid unused fees.
Tera Inc. [REGISTERED_ADDRESS]