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Twelve Labs Inc.
Terms of Use

Last updated: Jan 2024
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The following terms of use (the “Terms of Use”) govern your access to and use of: (a) our website, including software products and services offered by Twelve Labs on its website platform located at www.twelvelabs.io (the “Twelve Labs Website”); (b) any mobile device software provided by us to you (the “Twelve Labs Application”); (c) any application programming interfaces and accompanying documentation and materials (the “Twelve Labs APIs”) (d) any text, pictures, videos, media, data, information and other materials or content (collectively, the “Content”) contained on or provided through the foregoing (a), (b), or (c); and (e) all other Content, products or services provided by us to you, as more particularly described on the Twelve Labs Website and the Twelve Labs Application (collectively, the “Twelve Labs Services”).

These Terms of Use form an agreement between Twelve Labs Inc. (“Twelve Labs”, “us”, “we”, “our”) and you. The term “you” or “User” refers to the person or entity browsing, installing, downloading, accessing or otherwise using the Twelve Labs Services (“use” or “using” in these Terms of Use will mean any of the foregoing).

BY USING THE TWELVE LABS SERVICES IN ANY WAY, INCLUDING PURCHASING ANY SERVICES WE SELL , YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE TWELVE LABS SERVICES IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1.

IF YOU ARE USING THE TWELVE LABS SERVICES ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.

These Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with us in respect of any Twelve Labs Services, products, applications or otherwise, including any Agreement (defined in Section 5 below) you enter with us.

1. Changes to these terms of use and the twelve labs services

  1. Except where prohibited by applicable law, we reserve the right to change any element of these Terms of Use at any time. When we change these Terms of Use, we will: (i) place a notice on the Twelve Labs Website and Twelve Labs Application, send you an email, and/or notify you by some other means as required by applicable law; (ii) post a new version to the Twelve Labs Website and Twelve Labs Application; and (iii) update the “Last Updated” date at the top of these Terms of Use. We may require you to provide consent to the updated Terms of Use in a specified manner before further use of the Twelve Labs Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you will stop using the Twelve Labs Services. Otherwise, your continued access to or use of the Twelve Labs Services after any changes to these Terms of Use indicates your acceptance of such changes.
  2. Except where prohibited by applicable law, we reserve the right to change any element of the Twelve Labs Services at any time, without notice. We may, at our discretion, suspend your access to or use of the Twelve Labs Services or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Use or any other responsible use guidelines we provide to you or are posted on the Twelve Labs Website; or (iii) to address any emergency security concerns.
  3. You may need to update third-party software from time to time in order to use the Twelve Labs Services.

2. User account

  1. To access certain features of the Twelve Labs Services, you may be required to successfully sign up for a user account using the available interfaces of the Twelve Labs Services, and select a username and password login credentials (the “User ID”).
  2. If you select a User ID, you will keep your User ID secure and will not grant access to or otherwise share your User ID with any other person.
  3. You must provide us with true, accurate, current and complete information for your User ID. If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Twelve Labs Services.
  4. We reserve the right to disable any User ID issued to you at any time at our sole discretion. If we disable access to a User ID issued to you, you may be prevented from accessing the Twelve Labs Services (or any portion thereof).
  5. Twelve Labs is entitled to act on instructions received through your account. Twelve Labs is not responsible for any actions taken or transactions made to or from your account by any other party using your User ID. You are solely responsible for any and all use of your User ID and all purchases and activities that occur under or in connection with the User ID. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Twelve Labs Services and your account, including without limitation terminating your account, changing your password, or requesting additional information to authorize transactions on your account. You agree to be responsible for any act or omission of any users that access the Twelve Labs Services under your User ID that, if undertaken by you, would be deemed a violation of these Terms of Use.

3. Electronic communications

  1. When you use or view the Twelve Labs Services or send emails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
  2. By using the Twelve Labs Services, you acknowledge and agree that Twelve Labs may be transmitting certain of your personal information electronically. Please review our current Privacy Policy, available at www.twelvelabs.io/privacy, for more information about our practices in collecting, storing, using and disclosing personal information and which is hereby incorporated into and forms a part of these Terms of Use.

4. Customer data

  1. License to Customer Data. YOU HEREBY GRANT US A NONEXCLUSIVE, WORLDWIDE, ROYALTY-FREE, SUBLICENSABLE, AND FULLY PAID-UP RIGHT AND LICENSE TO ACCESS, COLLECT, USE, REPRODUCE, DISPLAY, PERFORM, MODIFY, PROCESS, STORE, DISCLOSE AND TRANSMIT ANY DATA, IMAGES, TEXT, VIDEOS, INFORMATION, CONTENT RECORDS, FILES OR OTHER MATERIAL THAT YOU LOAD, RECEIVE THROUGH, TRANSMIT TO, INPUT, OR OTHERWISE ENTER INTO THE TWELVE LABS SERVICES, OR THAT YOU OTHERWISE TRANSMIT TO TWELVE LABS IN CONNECTION WITH THESE TERMS OF USE, EXCLUDING ACCOUNT INFORMATION (“CUSTOMER DATA”) IN ORDER TO: (I) PROVIDE THE TWELVE LABS SERVICES; (II) EXERCISE OUR RIGHTS AND PERFORM OUR OBLIGATIONS UNDER THESE TERMS OF USE, INCLUDING ENSURING YOU ARE COMPLYING WITH THESE TERMS OF USE, THE RESPONSIBLE USE GUIDELINES AND ANY OTHER RESPONSIBLE USE GUIDELINES WE PROVIDE TO YOU OR ARE POSTED ON THE TWELVE LABS WEBSITE; AND (III) IMPROVE AND ENHANCE THE TWELVE LABS SERVICES AND OUR OTHER OFFERINGS AND BENCHMARK THE FOREGOING AGAINST OUR COMPETITORS. The term “Account Information” means information about you that you provide to us in connection with the creation, administration, or use of your Twelve Labs account, which includes but is not limited to names, User ID, phone numbers, email addresses and billing information associated with your Twelve Labs account.

    FOR CLARITY AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF USE, TWELVE LABS WILL NOT SHARE A CUSTOM MODEL WITH ANY THIRD PARTY. THE TERM “CUSTOM MODEL” MEANS AN AI-POWERED NEURAL NETWORK FOR VIDEO AND NATURAL LANGUAGE UNDERSTANDING BASED ON PARAMETERS THAT ARE TRAINED USING CUSTOMER DATA AND ARE OWNED EXCLUSIVELY BY YOU.
  2. TWELVE LABS DOES NOT REPRESENT, WARRANT, OR COVENANT THAT IT HAS REVIEWED ANY THIRD PARTY TERMS AND CONDITIONS AND IS NOT RESPONSIBLE FOR ANY CUSTOMER DATA THAT TWELVE LABS SHARES WITH THIRD PARTIES VIA THE FUNCTIONALITY OF THE TWELVE LABS SERVICES. TWELVE LABS DOES NOT ENDORSE ANY THIRD PARTY SERVICE AND YOU ACKNOWLEDGE THAT IF YOU CHOOSE TO SUBMIT ANY CUSTOMER DATA TO THE TWELVE LABS SERVICES, YOU DO SO ENTIRELY AT YOUR OWN RISK. YOU FURTHER ACKNOWLEDGE THAT ANY THIRD PARTY TERMS AND CONDITIONS MAY NOT HAVE THE SAME OR SIMILAR COMMITMENTS OR PROTECTIONS AS THOSE CONTAINED IN THESE TERMS OF USE.
  3. License to output. By submitting, transmitting, posting, storing or sharing customer data to the twelve labs services, you hereby grant to twelve labs a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your customer data to (a) generate and return video captions, lists of semantic search matches, and numeric video and text vector representations in order to facilitate your use of the twelve labs services (the “Output”) and (b) use the output to run, operate, train, improve and enhance the twelve labs services or twelve labs’s other related products, services and technologies. Without limiting the foregoing, nothing in this terms of use will limit or restrict twelve labs’s ability to use or disclose any (i) feedback (defined below) and (ii) general know-how, experience, concepts and/or idea that twelve labs or its personnel acquire or obtain in connection with our support regarding your use of the twelve labs services.

5. Orders

These Terms of Use will govern the placement of any order you make for use of the Twelve Lab Services (each such order, an “Order”). We will confirm your request by sending an email to the email address you have provided. Your placement of an Order is an offer to purchase the Twelve Labs Services ordered, and we may accept your Order by providing an agreement (the “Agreement”) for your acceptance and processing your payment through the Twelve Labs Services. Your receipt of an electronic or other form of Order confirmation does not signify our acceptance of your Order, nor does it constitute confirmation of our offer to sell. For any reason, we may decline to accept your Order or any part of your Order. No Order will be considered accepted by Twelve Labs until the applicable Agreement has been accepted by us and your payment has been processed. If (a) we decline to accept your Order, (b) one or more elements of your Order are unavailable, or (c) your Order cannot be fulfilled for any reason in our discretion, we will attempt to notify you as soon as practicable at the email address you provided. We may require additional verifications or information before considering any Order.

6. Payment

  1. To pay for an Order as described in an accepted Agreement, you will need to provide Twelve Labs or, if applicable, a third-party payment processor (the “Payment Processor”) with the information necessary to process payment from you, including the billing information requested on the Twelve Labs Services or the applicable Payment Processor’s platform. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, if any, in addition to these Terms of Use. We are not responsible for any error by, or other acts or omissions of, any Payment Processor. You may pay for your Order via credit card or any other manner then available on the Twelve Labs Services or applicable Payment Processor’s platform. By submitting your payment information to us or the Payment Processor, you authorize us or the Payment Processor to charge the applicable payment method at our or their convenience. You represent and warrant that you will not use any credit card or other form of payment unless you have all necessary authorization to do so. We and/or the Payment Processor are not liable in the event your children or others acting with or without your permission use your credit card or other means of payment to make purchases on the Twelve Labs Services or the Payment Processor’s platform (and to the extent your minor children make any such purchases, you hereby represent and warrant that they are authorized to do so); however, you may report any unauthorized use to us or the Payment Processor, and we and/or the Payment Processor will use reasonable measures within our control to help prevent future unauthorized use of your card. We reserve the right to correct any errors or mistakes that any Payment Processor makes even if it has already requested or received payment.
  2. The terms of your payment will be based on your chosen payment provider and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method. If we, either through the Payment Processor or otherwise, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand.
  3. You must provide current, complete and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us if your payment method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. Changes to such information can be made in your account settings. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of paid services under your billing account unless you have terminated your paid services in accordance with any applicable Agreement.
  4. If the amount to be charged to your billing account varies from the amount you preauthorized (other than due to the imposition or change in the amount of applicable sales taxes), you have the right to receive, and we will provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your payment method of choice. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

7. Pricing and services

Twelve Labs Services features and options made available to you may be discontinued or unavailable for any other reason, and prices are subject to change. Except where otherwise indicated, all prices do not include any applicable sales taxes, which will be added to your total purchase price. You are responsible for the payment of any state, provincial and local sales or use taxes that may apply to your Order.

8. Promotional offers

We may run promotional offers from time to time on the Twelve Labs Services. The terms of any such promotion will be posted on the Twelve Labs Website. Unless otherwise indicated, we may establish and modify, in our sole discretion, the terms of such offer and end such offer at any point. Promotional offers may not be available in your jurisdiction.

9. Ownership of the twelve labs services

  1. All right, title and interest, including intellectual property rights, in the Twelve Labs Services, the source and object code in the software we use to provide the Twelve Labs Services (the “Software”) and all other materials provided by us hereunder, and any updates, adaptation, translation, customization or derivative works thereof, will remain the sole property of Twelve Labs (or our third-party suppliers, if applicable).
  2. The Twelve Labs Services and all materials provided by us hereunder are made available or licensed and not “sold” to you.
  3. The Software and all other materials provided by us hereunder, including content we make available through or in the Twelve Labs Services, are protected by worldwide copyright laws. You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling any of the Twelve Labs Services, the Software or other materials provided by us hereunder, or sharing or granting access in any of the foregoing to any third party for any purpose.
  4. Any use of third-party software provided in connection with the Twelve Labs Services will be governed by such third parties’ licenses and not by these Terms of Use.
  5. Any trademarks, graphics or logos appearing in or on the Twelve Labs Services are the exclusive property of Twelve Labs (or its third-party suppliers) and may not be used in any manner without our express written consent.
  6. All rights not expressly granted to you in these Terms of Use are reserved by Twelve Labs.

10. License to the twelve labs services

Subject to these Terms of Use, we grant you a non-exclusive, non-transferable, non-sublicensable and revocable license to use the Twelve Labs Services in accordance with these Terms of Use.

11. Additional terms

Your access to and use of certain functionalities provided in or through the Twelve Labs Services may be subject to additional terms and conditions presented to you by Twelve Labs or its service providers. Such additional terms and conditions are incorporated herein by reference. If there is a conflict or inconsistency between the terms and conditions of such additional terms and these Terms of Use, then the provisions of these Terms of Use will govern to the extent of such conflict or inconsistency. If you do not purchase such additional functionalities or do not agree to such additional terms, you may not have access to, and you should not access or use, those functionalities.

These Terms of Use relate to the Twelve Labs Services only and do not alter in any way the terms or conditions of any Agreement that may apply to your use of the Twelve Labs Services or any Services available thereon. For greater clarity and certainty, if there is a conflict or inconsistency between the terms and conditions of your Agreement and these Terms of Use, then the provisions of the Agreement will govern to the extent of such conflict or inconsistency.

12. Updates and upgrades

You acknowledge that we may from time to time issue update or upgrade versions of the Twelve Labs Software Development Kit (SDK). We will not automatically update or upgrade the version of the SDK that you are then currently using on your device, and the download and installation of any such update or upgrade must be manually carried out by you. The SDK (including any updates or upgrades) may: (i) cause your device to communicate with our servers to deliver the functionality described in the SDK description or through new features as they are introduced, and to record usage metrics; (ii) affect preferences or data stored on your device; and (iii) collect personal information as set out in our Privacy Policy. We are not responsible if an update or upgrade affects how the SDK works if this is caused by your own equipment or device not supporting the update or upgrade. You can withdraw consent at any time under certain conditions by contacting us at dev@twelvelabs.io.

13. Your responsibilities

You represent and warrant to and covenant with Twelve Labs that you will:

  • use reasonable efforts to prevent unauthorized access to or use of the Twelve Labs Services;
  • keep your User IDs and all other login information confidential;
  • not register for more than one account, register for an account on behalf of an individual other than yourself without such individual’s authorization, or register for an account on behalf of any group or entity;
  • monitor and control all activity conducted through your account in connection with the Twelve Labs Services;
  • upload and disseminate only data to which you own all required rights under law and do so only consistent with applicable law;
  • promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of a User ID or account;
  • not use anyone else’s User ID at any time, without the permission of the User ID holder;
  • not attempt, in any manner, to obtain the password, account, or other security information from any other user; and
  • comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data and privacy laws. Except as authorized by applicable law, you agree not to export, re-export or transfer the Twelve Labs Services or any part thereof to any country, person, entity or end user subject to applicable export controls or sanctions. For greater certainty, you are responsible for complying with all applicable trade restrictions, regulations and laws both foreign and domestic; and
  • have obtained and will obtain and continue to have, all necessary rights, lawful bases, authorizations, consents, and licenses for the Twelve Labs Services to process Customer Data as contemplated by these Terms of Use.

14. No unlawful or prohibited use

You will not use the Twelve Labs Services or Output in violation of these Terms of Use, any applicable Agreement, any other responsible use guidelines we provide to you or are posted on the Twelve Labs Website, or of any applicable law. You will not, without our prior written permission, use the Twelve Labs Services for any purpose other than to access and use the software and Services we make available through the Twelve Labs Services. You acknowledge and agree that the Twelve Labs Services has been designed for business use. As a business or an individual, you represent and warrant to and covenant with Twelve Labs that you will not use the Twelve Labs Services for personal, family or household purposes. Without limiting the generality of the foregoing, you further represent and warrant to and covenant with Twelve Labs that you will not (and will not attempt to) directly or indirectly:

  • disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Twelve Labs Services (e.g., a denial of service attack);
  • attempt to gain unauthorized access to the Twelve Labs Services, or bypass any measures we may use to prevent or restrict access to the Twelve Labs Services;
  • send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Twelve Labs Services any Customer Data or other data, information, pictures, videos, audio or other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (iii) is false, intentionally misleading, or impersonates any other person; (iv) is libelous, slanderous, defamatory, bullying, harassing, abusive, threatening, vulgar, obscene, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; (v) is harmful to minors in any way or targeted at minors; (vi) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or (vii) encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability; (viii) discloses or provides information protected under any law, agreement or fiduciary relationship, including proprietary or confidential information of others; or (ix) contains information about an identifiable individual, other than as required by Twelve Labs: (A) to provide support services as further set out in the applicable Agreement; or (B) as part of its onboarding process as further set out in Section 2 (User Account);
  • use the Twelve Labs Services or Output in a manner which, in the opinion of Twelve Labs would tend to bring Twelve Labs or any of its trademarks into public disrepute, contempt, scandal or ridicule, would adversely affect the reputation or goodwill of Twelve Labs or any of its the trademarks, or adversely affect the relationship between Twelve Labs and any of its licensors or other customers;
  • use the Twelve Labs Services to store or transmit material that is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, libelous, obscene, or otherwise objectionable or unlawful;
  • use the Twelve Labs Services to generate political propaganda;
  • use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Twelve Labs Services or any part thereof or otherwise attempt to discover any source code;
  • use the Twelve Labs Services for the purpose of building a similar or competitive product or service;
  • advertise to, or solicit, any user to buy or sell any third party products or services, or use any information obtained from the Twelve Labs Services;
  • use the Twelve Labs Services or any part thereof to distribute, promote or otherwise publish any material containing any solicitation for funds, advertising or solicitation for goods or services, promoting any website, or use any paid advertising platform to promote links that direct to the Twelve Labs domain or use the Twelve Labs trademark;
  • run Maillist, Listserv, any form of auto-responder or “spam” on the Twelve Labs Services, or any processes that run or are activated while you are not logged into the Twelve Labs Services, or that otherwise interfere with the proper working of the Twelve Labs Services (including by placing an unreasonable load on the Twelve Labs Services ’s infrastructure);
  • publish, market, advertise or in any way distribute the Content;
  • share, transfer or otherwise provide access to an account designated for you to another person;
  • copy or store any significant portion of the Content;
  • use the Twelve Labs Services or Content to stalk, harass or harm another individual;
  • mirror or frame the Twelve Labs Services or any Content, place pop-up windows over its pages, or otherwise affect the display of its pages;
  • post, upload, publish, submit or transmit any Customer Data or Output that is or includes (i) sensitive data as defined under the General Data Protection Regulation (GDPR) (for example, data relating to race, religion, politics, health, genetics, or sexual orientation); (ii) patient, medical, or other personal health information (including but not limited to protected health information under HIPAA); (iii) financial information, including but not limited to credit and debit card information; (iv) social security numbers or other government identifiers; (v) government data such as controlled unclassified information, covered defense information, or other information that is subject to federal laws, regulations, policies or frameworks (such as FedRAMP and the Federal Acquisition Regulations); and (vi) protected data about minors (such as data protected by the Children’s Online Privacy Protection Act; or
  • authorize, permit, enable, induce or encourage any third party to do any of the above.

15. Communications not confidential

We do not guarantee the confidentiality of any communications made by you through the Twelve Labs Services. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Twelve Labs Services.

16. Feedback

You agree that any (a) data or information that is derived from Customer Data or Output or is otherwise in aggregated or de-identified form or (b) suggestion or idea provided by you (collectively, “Feedback”) will not be treated as confidential, and nothing in these Terms of Use will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Twelve Labs Services or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise. You will not have any claim, including, without limitation, claims based upon invasion of privacy, defamation or right of publicity, arising out of any use, alteration, blurring, distortion or use in composite form of any Feedback. Except as prohibited by law, you hereby waive, and you agree to waive, any moral and author’s rights (including attribution and integrity) that you may have in any Feedback, even if it is altered or changed in a manner not agreeable to you.

17. Third party content, websites or services

The Twelve Labs Services may provide links or access to third party content, websites, or services. Likewise, we may allow you to access the Twelve Labs Services from third party systems. Twelve Labs does not endorse any third-party content, websites, services, or systems, or guarantee or warrant their quality, durability, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems are not under Twelve Labs’s control, and if you choose to access any such content, websites, or services, or to access the Twelve Labs Services from such systems, you do so entirely at your own risk. You acknowledge that you may be required to accept terms of use applicable to third party content, websites, services, or systems and agree to accept and comply with any such terms of use.

Your interactions with organizations and/or individuals found on or through the Twelve Labs Services, including payment and delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You agree that to the fullest extent permitted by applicable law Twelve Labs is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

18. Malicious code and security

The downloading and viewing of Content is done at your own risk. We do not guarantee or warrant that the Twelve Labs Services is compatible with your computer system or mobile device or that the Twelve Labs Services, or any links from the Twelve Labs Services, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system and/or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system and/or mobile device that may be necessary as a result of your use of the Twelve Labs Services.

19. Disclaimer

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF USE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR CONDITION, THE SCOPE AND DURATION OF SUCH WARRANTY OR CONDITION WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE TWELVE LABS SERVICES AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. YOU ACKNOWLEDGE AND AGREE THAT THE QUALITY OF THE INPUT WILL IMPACT THE QUALITY OF THE OUTPUT. IF THE INPUT IS INACCURATE, INCOMPLETE, OR INCONSISTENT, THE OUTPUT WILL LIKELY REFLECT SUCH DEFICIENCIES. EXCEPT FOR ANY SPECIFIC WARRANTIES OR CONDITIONS PROVIDED IN AN APPLICABLE AGREEMENT OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE TWELVE LABS SERVICES AND THE OUTPUT, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, DURABILITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, CURRENCY, TIMELINESS, INTEGRATION, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT, AND/OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, AND/OR THAT THE TWELVE LABS SERVICES AND THE OUTPUT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD PARTY COMMUNICATIONS AND ANY THIRD-PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE TWELVE LABS SERVICES.

DUE TO THE NATURE OF ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING, OUTPUT MAY NOT BE UNIQUE ACROSS OTHER USERS OF THE TWELVE LABS SERVICES AND THE TWELVE LABS SERVICES MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR YOU OR A THIRD PARTY OR DIFFERENT OUTPUT WITH THE SAME CUSTOMER DATA.

IN THE EVENT THAT THERE IS AN INTERRUPTION OR DISRUPTION IN ANY OF THE SERVICES OFFERED BY TWELVE LABS FOR WHATEVER REASON, EVEN IF TWELVE LABS HAS BEEN MADE AWARE OF AN ISSUE THAT COULD RESULT IN OR IS LIKELY TO RESULT IN AN INTERRUPTION OR DISRUPTION OF SERVICES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TWELVE LABS WILL NOT BE REQUIRED TO ISSUE A REFUND FOR ANY PURCHASE MADE BY YOU. AS SOON AS TWELVE LABS HAS IDENTIFIED THE CAUSE OF AN INTERRUPTION OR DISRUPTION, TWELVE LABS WILL USE REASONABLE EFFORTS TO RETURN THE TWELVE LABS SERVICES AS SOON AS REASONABLY POSSIBLE.

20. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR PARENTS, SUBSIDIARIES OR AFFILIATES AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, LICENSEES AND SERVICE PROVIDERS AND ITS AND THEIR SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “TWELVE LABS PARTIES”), BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES (COLLECTIVELY, “LOSSES”), IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE TWELVE LABS SERVICES, THE OUTPUT, OR THE INABILITY TO MAKE USE OF THE TWELVE LABS SERVICES, OR THESE TERMS OF USE, INCLUDING, FOR CLARITY, ANY LOSSES RESULTING FROM THE ACCESS, COLLECTION, USE, PROCESSING, STORING, DISCLOSING OR TRANSMITTING OF CUSTOMER DATA OR OUTPUT. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE TWELVE LABS SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE TWELVE LABS SERVICES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE TWELVE LABS SERVICES, EXCEED $100 USD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

Without limiting the foregoing, under no circumstances will any of the Twelve Labs Parties be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our or their reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, pandemics, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.

21. Indemnification

You will defend, indemnify and hold harmless the Twelve Labs Parties from and against any third party claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:

  • your use (or the use by any third party using your User ID) of the Twelve Labs Services and Output (except to the extent prohibited by law);
  • your breach of any provision of these Terms of Use or any documents referenced herein;
  • your violation of any law or the rights of a third party (including intellectual property or privacy rights);
  • your Customer Data; or
  • any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you into the Twelve Labs Services.

Twelve Labs reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. You agree that the provisions in this section will survive any termination of your account, the Terms of Use or your access to the Twelve Labs Services.

22. Term and termination; survival

  • These Terms of Use will commence on the day you first use the Twelve Labs Services and will continue for as long as you use the Twelve Labs Services or until terminated in accordance with the provisions of these Terms of Use. At any time, Twelve Labs may: (i) suspend or terminate your rights to access or use the Twelve Labs Services, or (ii) terminate these Terms of Use, in Twelve Labs’s sole discretion, for any reason, including if Twelve Labs in good faith believes that you have used the Twelve Labs Services in violation of these Terms of Use or any other responsible use guidelines we provide to you or are posted on the Twelve Labs Website, or have engaged in fraudulent activity. You may terminate these Terms of Use at any time and with immediate effect by requesting by email that your User ID be deleted, ceasing use of the Twelve Labs Services and uninstalling and deleting the Twelve Labs Services. For greater certainty, your termination of these Terms of Use will not automatically terminate an active Agreement and if you continue to use any portion of the Twelve Labs Services after these Terms of Use have been purportedly terminated by you as described above, including any use pursuant to an active Agreement, these Terms of Use will continue to apply to the extent of such use. In the event of termination, you are no longer authorized to access the benefits of the Twelve Labs Services.
  • The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 4 (Customer Data and Privacy), 6 (Payment), 9 (Ownership of the Twelve Labs Services), 11 (Additional Terms), 13 (Your Responsibilities), 14 (No Unlawful or Prohibited Use), 15 (Communications Not Confidential), 16 (Feedback), 17 (Third Party Content, Websites or Services) 18 (Malicious Code and Security), 19 (Disclaimer), 20 (Limitation of Liability), 21 (Indemnification), 22(b) (Survival), and 23 (General Provisions).

23. General provisions

  1. Choice of Law and Venue Jurisdiction. Except as restricted by applicable law, these Terms of Use will be governed by the laws of the State of California and the federal laws of the United States of America applicable therein (without giving effect to any principles of conflicts of law), and such laws apply to your access to or use of the Twelve Labs Services notwithstanding your physical location. You and Twelve Labs irrevocably submit to venue and exclusive personal jurisdiction in the federal and state courts in San Francisco, California, for any dispute arising out of or relating to the use of the Twelve Labs Services, and each party waives all objections to jurisdiction and venue of such courts. This choice of jurisdiction does not prevent Twelve Labs from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
  2. Entire Agreement. These Terms of Use and any applicable Agreement constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Twelve Labs Services and the Services. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use (and/or any applicable Agreement) to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
  3. Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
  4. Severable. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.
  5. Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section will be null and void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
  6. Dispute Resolution. If you believe that Twelve Labs has not adhered to these Terms of Use, please contact Twelve Labs using the contact information listed below. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
  7. English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English.
  8. Trade Controls. Without limiting any other terms in these Terms of Use, you agree to comply with U.S. and all other applicable export control, sanctions, import compliance, and anticorruption laws and regulations (“Trade Controls”), including but not limited to, the U.S. Export Administration Regulations (“EAR”), the U.S. International Traffic in Arms Regulations (“ITAR”),  and the regulations administered by the U.S. Office of Foreign Assets Control (“OFAC”), with respect to these Terms of Use and the Twelve Labs Services (including without limitation any software products and services, and any technical data related thereto).  You will complete all undertakings required by Trade Controls, including obtaining any necessary export authorization or other governmental approvals, in your performance and receipt of the Twelve Labs Services under these Terms of Use.

You affirm that you are not, are not 50% or more owned or controlled by, and shall not provide, purchase for, route through, or use for the direct benefit of, software products or services to persons that are (i) subject to the restriction of a sanctions or export denial list, including, but not limited to, the u.S. Department of the treasury’s specially designated nationals and blocked persons (“sdn”) list maintained by ofac and the u.S. Department of commerce’s bureau of industry and security’s (“bis”) entity list; (ii) located in, ordinarily resident in, organized under the laws of, or owned or controlled by a region subject to a comprehensive u.S. Or other applicable embargo and/or sanctions (presently including cuba, iran, syria, north korea and the crimea, donetsk people’s republic, luhansk people’s republic regions of ukraine, afghanistan, belarus, myanmar/burma, russia, and venezuela; (iii) engaged in or facilitating end uses prohibited by trade controls, including, but not limited to, nuclear, chemical, or biological weapons proliferation, restricted military or military-intelligence users or use, restricted supercomputers or semiconductor development or production in china, missile systems or technology, restricted unmanned aerial vehicle end uses, or any other activities that are prohibited to a u.S. Person; (iv) or otherwise acting on behalf or for the benefit of the foregoing.

24. Contact

If you have any questions or comments regarding these Terms of Use, please contact us at support@twelvelabs.io.

25. Apple app store additional license terms

If the Twelve Labs Services is provided to you through Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms of Use:

  • the parties acknowledge these Terms of Use are concluded between the parties, and not with Apple. The responsibility for the Twelve Labs Services and content thereof is governed by these Terms of Use;
  • notwithstanding anything to the contrary hereunder, you may use the Twelve Labs Services only on an iPhone, iPad, or any other Apple products that you own or control;
  • you and we acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Twelve Labs Services;
  • in the event of any failure of the Twelve Labs Services to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Twelve Labs Services (if any) to you. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Twelve Labs Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by these Terms of Use;
  • any claim in connection with the Twelve Labs Services related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by these Terms of Use, and Apple is not responsible for such claim;
  • any third party claim that the Twelve Labs Services or your possession and use of the Twelve Labs Services or Output infringes that third party’s intellectual property, privacy, or other rights will be governed by these Terms of Use, and Apple will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement, privacy, or other claim;
  • you represent and warrant that you are not: (i) located in any country that is subject to a US Government embargo, or that has been designated by the US Government as a “terrorist supporting” country; or (ii) listed on any US Government list of prohibited or restricted parties;
  • Apple is a third party beneficiary to these Terms of Use and may enforce these Terms of Use against you; and
  • if any of the terms and conditions in these Terms of Use are inconsistent or in conflict with Apple’s applicable instructions for Minimum Terms for Developer’s End User License Agreement (the current version as of the date these Terms of Use was last updated is located at: http://www.apple.com/legal/internet-services/itunes/appstore/dev/minterms/) or the App Store Terms of Service (the current version as of the date these Terms of Use was last updated is located at: http://www.apple.com/legal/internet-services/itunes/ca/terms.html), the terms and conditions of Apple’s instructions for Minimum Terms for Developer’s End User License Agreement or App Store Terms of Service, as applicable, will apply to the extent of such inconsistency or conflict.

26. Google play

If the Twelve Labs Services is provided to you through Google Inc. (Google Inc. together with all of its affiliates, “Google”) Google Play store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms of Use:

  • you acknowledge that Google is not responsible for providing support services for the Twelve Labs Services; and
  • if any of the terms and conditions in these Terms of Use are inconsistent or in conflict with the Google Play Developer Distribution Agreement (the current version as of the date these Terms of Use was last updated is located at https://play.google.com/about/developer-distribution-agreement.html), the terms and conditions of Google’s Google Play Developer Distribution Agreement will apply to the extent of such inconsistency or conflict
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