MUCH DIFFERENT Terms of Service

EFFECTIVE DATE: AUGUST 8, 2024

These MUCH DIFFERENT Terms of Service (the “Agreement") are entered into by and between MUCH DIFFERENT (the “Company") and the entity or person placing an order for, or accessing, any Services (“Customer” or “you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” or “Customer” reference your company.

This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from MUCH DIFFERENT pursuant to Order Form(s) and sets forth the terms and conditions under which those products and services will be provided. This Agreement includes the Additional Product Terms, incorporated by reference herein.

The “Effective Date” of this Agreement is the date that is the earlier of: (a) Customer's initial access to any Services through any online provisioning, registration, or order process or (b) the effective date of the first Order Form referencing this Agreement.

Modifications to this Agreement: From time to time, MUCH DIFFERENT may modify this Agreement. Unless otherwise specified, changes become effective for Customer upon renewal of Customer's current Subscription Term or entry into a new Order Form. MUCH DIFFERENT will use reasonable efforts to notify Customer of the changes through communications via Customer's account, email, or other means. Customer may be required to click to accept or otherwise agree to the updated Agreement before renewing a Subscription Term or entering into a new Order Form, but in any event, continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer's acceptance of such updated version.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.



1. Definitions

- Affiliate: Any entity under the control of Customer where “control” means ownership of or the right to control greater than 50% of the voting securities of such entity.
  
- MUCH DIFFERENT AI Family: The suite of AI characters, including Jerome AI, developed by MUCH DIFFERENT, each infused with cultural authenticity and designed to engage with users on a personal level.
  
- Customer Data: Any data, content, or other information of any type that is submitted to the Services by or on behalf of Customer, including, without limitation, data, content, or other information submitted, uploaded, or imported to the Services by Customer.

- Services: MUCH DIFFERENT's proprietary software-as-a-service solutions, including interactions with AI characters like Jerome I and others within the MUCH DIFFERENT AI Family, and any other related services provided under this Agreement.


2. MUCH DIFFERENT Services

2.1 Services Overview: MUCH DIFFERENT provides a suite of AI-driven services, including AI characters like Jerome AI, designed to engage with users and provide culturally resonant interactions. These Services are available on a subscription basis as specified in the applicable Order Form.

2.2 Access to Services: Customer may access and use the Services solely for its own benefit (and for the benefit of its users) and in accordance with the terms and conditions of this Agreement. Use of and access to the Services is permitted only by authorized users. Customer is responsible for ensuring that all authorized users maintain the confidentiality of any API keys, user IDs, and passwords related to the Services.

2.3 General Restrictions: Customer will not (and will not permit any third party to): (a) rent, lease, provide access to, or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party other than the Customer’s platforms; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services; or (d) copy or modify the Services or any related Documentation.



3. Customer Data and Obligations

3.1 Data Processing: All data processing activities carried out as part of the Services will be governed by the Data Processing Addendum, incorporated by reference herein.

3.2 Rights in Customer Data: As between the parties, Customer will retain all of Customer's Intellectual Property Rights in and to the Customer Data provided to MUCH DIFFERENT.

3.3 Customer Obligations: Customer is solely responsible for the accuracy, content, and legality of all Customer Data.



4. Security

MUCH DIFFERENT agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access to or use of the Services, as described in MUCH DIFFERENT's Security Policy.



5. Ownership

MUCH DIFFERENT or its suppliers retain all rights, title, and interest (including all Intellectual Property Rights) in and to the Services and all Documentation, including any AI characters like Jerome AI. No ownership rights are conveyed to the Customer under this Agreement.




6. Term and Termination

6.1 Term: This Agreement is effective as of the Effective Date and expires on the date of the last to expire Subscription Term under any Order Form unless earlier terminated as set forth herein.

6.2 Termination for Cause: Either party may terminate this Agreement if the other party fails to cure any material breach within thirty (30) days after written notice.



7. Miscellaneous

7.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, USA, without regard to its conflict of law principles.

.2 Entire Agreement: This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter.

7.3 Modifications: No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.