Terms of Use
Last Updated Date: October 25, 2024
Welcome and thank you for your interest in Hedra Inc. ("Hedra", "we", "us" or "our"). This Terms of Use Agreement ("Terms of Use", and together with any applicable Supplemental Terms defined in Section 1.3, the "Agreement") describes the terms and conditions that apply to your use of (i) the website located at https://www.hedra.com/ and its subdomains and any of Hedra's other websites on which a link to these Terms of Use appears (collectively, the "Website"), (ii) any mobile application(s) that we offer subject to these Terms of Use (each, an "Application"), and (iii) the products, services, content, and other resources available on or enabled via our Website or any Application (collectively, with our Applications and Website, the "Service").
If you subscribe to any feature or functionality of the Service for a term (the "Initial Term"), then your subscription will be automatically renewed for additional periods of the same duration as the Initial Term at Hedra's then-current fee for such features and functionality unless you opt out of the automatic renewal of the Service in accordance with Section 7.3(a) (Automatic Renewal) below.
Section 14 (Arbitration Agreement) contains provisions that govern how to resolve disputes between you and Hedra. Among other things, Section 14 (Arbitration Agreement) includes an agreement to arbitrate which requires, with limited exceptions, that all disputes between you and us shall be resolved by binding and final arbitration. Section 14 also contains a class action and jury trial waiver.
1. SERVICE
1.1 Our Service. Hedra is a video content generation platform and social media platform that allows individuals to edit, export and share AI-generated videos and video components. The Service and the information and content available on the Service are protected by applicable intellectual property (including copyright) laws.
1.2 Application License. Subject to your compliance with this Agreement, Hedra grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single Device that you own or control and to run such copy of the Application solely for your own personal or internal business purposes.
2. REGISTRATION
2.1 Account. In order to access certain features of the Service, you may be required to register an account on the Service ("Account"). You represent that you are entitled to disclose your Third-Party Account login information to Hedra and/or grant Hedra access to your Third-Party Account without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account.
2.2 Account Use. When registering an account on the Service, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form, and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
3. CONTENT
3.1 Types of Content. Subject to your compliance with this Agreement, you may share or upload any information, data, text, graphics, audio, video and/or other materials ("Content") through the Service, including by way of your prompts, comments, questions, and other input to the Service (collectively, "Input"). In response to any prompts, comments, questions, and other Input that you provide to the Service, the Service, together with any AI Services, may generate new videos, audio and related components ("Output").
3.2 Ownership of Content. Hedra does not claim ownership of any Inputs or Outputs (collectively, "Your Content"). Subject to Section 3.3 (License to Your Content), as between the Hedra and you, you are the owner of all right, title and interest in Your Content.
3.3 License to Your Content. Subject to any applicable Account settings that may be made available to you, you grant Hedra a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable right and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from Your Content for the purposes of operating and providing the Service to you and to our other users.
3.6 Content Restrictions. Your use of the Service must comply at all times with Hedra's Acceptable Use Policy and any applicable AI Services terms.
3.8 Privacy. By entering or agreeing to these Terms of Use, you acknowledge that you have read and understand our Privacy Policy, which may be updated or modified from time to time.
4. OWNERSHIP
4.1 The Service. Except with respect to Your Content, you agree that Hedra and its suppliers or licensors own all rights, title and interest in the Service and all improvements, enhancements and updates made thereto.
4.2 Trademarks. Hedra's name and all related stylizations, graphics, logos, service marks and trade names used on or with the Service are the trademarks of Hedra and may not be used without permission.
5. USER CONDUCT AND RESTRICTIONS; MONITORING
5.1 User Conduct and Restrictions. As a condition of use, you agree not to use the Service for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of the Service.
6. THIRD-PARTY SERVICE
6.1 Third-Party Websites, Applications and Ads. The Service may use AI Services, and/or contain links to third-party websites, applications and advertisements. Such Third-Party Services are not under the control of Hedra.
7. FEES AND PURCHASE TERMS
7.1 Third-Party Service Provider. The Hedra uses Stripe, Inc. and its affiliates as its third-party service provider for payment services.
7.2 Payment. You shall pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable.
7.3 Subscriptions. If you purchase access to certain features and functionality of the Services on a time-limited basis (a "Subscription"), the Fee for such Subscription will be billed at the start of the Subscription and at regular intervals.
(a) Automatic Renewal and Cancelling Subscriptions. If you elect to purchase a Subscription, your Subscription will continue and automatically renew at Hedra's then-current price for such Subscription until terminated in accordance with this Agreement.
8. INDEMNIFICATION
You shall indemnify and hold Hedra, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors harmless from any losses, costs, liabilities and expenses relating to or arising out of: (i) Your Content, (ii) your use of, or inability to use, the Service; (iii) your violation of this Agreement; (iv) your violation of any rights of another party; or (v) your violation of any applicable laws, rules or regulations.
9. DISCLAIMER OF WARRANTIES
9.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS.
10. LIMITATION OF LIABILITY
10.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE HEDRA PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.
10.2 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE HEDRA PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) THE TOTAL AMOUNT PAID TO HEDRA by you during the THREE-month period prior to the act, omission or occurrence giving rise to such liability; (ii) $100; or (iii) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.
11. PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY RIGHT INFRINGEMENT
It is Hedra's policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Hedra by the respective intellectual property owner or their legal agent.
Contact information for Hedra's designated agent:
- Michael Lingelbach, Hedra Inc.
- 188 King St. PH
- San Francisco, CA 94107
- Phone: 415-267-9846
- Email: copyright@hedra.com
12. TERM AND TERMINATION
The term of this Agreement commences on the date when you accept this Agreement, and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.
13. INTERNATIONAL USERS
The Service may be accessed from countries around the world and may contain references to services and Content that are not available in your country. The Service is controlled and offered by Hedra from its facilities in the United States of America.
14. ARBITRATION AGREEMENT
Please read this section (the "Arbitration Agreement") carefully. It is part of your contract with Hedra and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
14.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Hedra agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service will be resolved by binding arbitration, rather than in court.
14.4 Waiver of Jury Trial. YOU AND HEDRA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.
14.5 Waiver of Class and Other Non-Individualized Relief. YOU AND HEDRA AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS.
14.11 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Hedra Inc. 2261 Market Street STE 5341 San Francisco, CA, 94114 United States, within thirty (30) days after first becoming subject to this Arbitration Agreement.
15. GENERAL PROVISIONS
15.1 Electronic Communications. The communications between you and Hedra may take place via electronic means, whether you visit the Service or send Hedra emails, or whether Hedra posts notices on the Service or communicates with you via email.
15.5 Agreement Updates. When changes are made, Hedra will make a new copy of this Terms of Use available on the Service, and we will also update the "Last Updated" date at the top of this Agreement.
15.6 Exclusive Venue and Governing Law. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Hedra agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in New York, New York.
15.7 Notice. You may give notice to Hedra at the following address: Hedra Inc. 2261 Market Street STE 5341 San Francisco, CA, 94114 United States.
15.10 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.