Legal

These API Services Terms govern Client’s access to and use of the Company Platform in making the Client Solution available to Client’s end users. Unless otherwise indicated, capitalized terms used but not defined herein have the meanings ascribed to them in the applicable agreements between Client and fal - Features & Labels, Inc. governing Client’s use of the Services (the “Agreement”).

1. Definitions

   1. “Client Solution” means Client’s product or services that integrate or interface with the Company Platform through application programming interfaces (“APIs”) and is made available to End Users.

   2. “Company Platform” means Company’s generative media Service consisting of proprietary and third-party licensed machine learning and diffusion models, software, algorithms, workflows, methodologies, processes, systems, APIs, compute infrastructure, and other technology for providing artificial intelligence-based solutions.

   3. “End Users” means customers of Client who use the Client Solution.

2. SERVICES

   1. Access to the Company Platform. During the Term, and subject to Client’s payment of Fees due, Client may: (a) access and use the Company Platform through an API with the Client Solution as set forth in an applicable Order Form; and (b) allow End Users to access and use the Company Platform through the Client Solution. Company may limit API calls from the Client Solution if Company determines in its reasonable judgment the number of API calls is excessive or constitutes abusive usage or otherwise interferes or impairs the proper functioning of the Services. Client will not expose any of the Services APIs directly to any End Users.

   2. AI Features. The Company Platform provides artificial intelligence (AI) content generation features that allows the creation of Output Content (“AI Features”). The AI Features may allow the submission of Input Content through the Client Solution as prompts and generate Output Content based on those prompts. Client must use, and will ensure its End Users use, the AI Features and the Output Content only (a) in a lawful manner and in compliance with all applicable laws, rules, and regulations and (b) in a manner (including with respect to any Output Content) that does not infringe or attempt to infringe, misappropriate, or otherwise violate any rights of Company or any third party. In addition, Client will use the AI Features only in accordance with this Agreement and any Documentation directed to the AI Features. Due to the nature of the AI Features, Output Content may not be unique across users, and the AI Features may generate different, the same, or similar Output Content for other users. The AI Features are not error-free, may not work as expected, and may generate incorrect information or Output Content. Company does not represent or warrant that any Output Content will be original, will not infringe rights of any third party (including Intellectual Property Rights), or otherwise entitle Client to any Intellectual Property Rights in any Output Content. Client’s and its End Users’ use of the AI Features is at their own risk.

   3. Third Party Models. If Client uses any third-party AI model via the Company Platform through a third party’s API, Client acknowledges that Client Content will be transferred to such a third party. Company will identify on the Company Platform which AI models are accessed via such a third-party API partner.

   4. Use of Client Content. Company will not use Client Content to create, train, develop (directly or indirectly) Company’s products or services. This restriction applies to all third-party APIs, except for APIs marked as “Pending Enterprise Ready” (or another designation notified by Company to Client in advance) (“Excluded Models”). In addition, Company’s information security and other obligations (such as the DPA) will not apply to Excluded Models.

   5. End User Agreements. Client will enter into legally enforceable agreements with its End Users in connection with their use of the Client Solution that contain terms that are as protective of the Services as set forth in the Agreement and these API Services Terms, including provisions substantially similar to those in Section 3 (Client Responsibilities and Content) of the Agreement. Client will be liable for any acts or omissions of End Users in respect of the Services that would be a breach of the Agreement or these API Services Terms if committed by Client. Client will use commercially reasonable efforts to enforce such agreements against End Users that violate any terms that may adversely impact the Services.

   6. Changes to Services. Company reserves the right to change or update its materials for accessing and using the Services. Such changes or updates may require Client to update the Client Solution to continue functioning properly with the Services, and it is Client’s sole responsibility at its expense to make any such updates or changes to the Client Solution to maintain interoperability.

3. INDEMNITY

In addition to its obligations under Section 8 (Defense and Indemnity) of the Agreement, Client will defend, indemnify, and hold harmless Company from and against all Losses incurred in connection with any Claim arising from or related to: (a) the Client Solution or End Users; and (b) Client’s or End Users use of the Company Platform.

4. TERM AND TERMINATION

   1. Term. The term for these API Services Terms is set forth on the applicable Order Form.

   2. Effect of Termination. Upon any termination or expiration of these API Services Terms, Sections 1 (Definitions) and Section 3 (Indemnity) will survive.