This Commercial Agreement ("Agreement") governs commercial use of Cosmo by an organization ("Customer") that subscribes to or is granted access to Cosmo under a written order, subscription, or invitation from HumanAI Technologies PTE. LTD (UEN 202221894D), a company incorporated in Singapore ("HumanAI Technologies"). This Agreement supplements, and in the event of conflict on commercial terms controls over, the general Terms of Service.
HumanAI Technologies grants Customer a limited, non-exclusive, non-transferable right to access and use Cosmo during the subscription term, solely for Customer's internal business purposes.
Access expires at the end of the subscription term unless renewed in writing.
Customer may permit its employees, contractors, and agents ("Users") to use Cosmo under accounts provisioned by Customer's administrator. Customer is responsible for Users' compliance with this Agreement and the Terms of Service, and for maintaining the security of account credentials. Customer must notify HumanAI Technologies promptly of any suspected unauthorized access.
Customer will not resell, sublicense, or provide Cosmo to any third party outside its own organization, and will not use Cosmo to store or transmit malware, phishing content, or content that infringes third-party rights.
Customer Content is private to Customer and its Users by default and is not made available to the public or other customers.
HumanAI Technologies retains all ownership of Cosmo, its AI features, software, and related intellectual property.
"Customer Content" means the footage, reference material, prompts, and instructions Customer or its Users submit ("Input Content"), and the edits, renders, subtitles, and other output generated through Cosmo ("Output Content"). Customer retains all rights in Input Content and owns Output Content generated for it, subject to any third-party rights embedded in material Customer itself uploaded. Customer represents it holds the necessary rights to all Input Content it submits.
Customer grants HumanAI Technologies a non-exclusive, worldwide, royalty-free license to use Customer Content solely as necessary to provide, secure, and support Cosmo. This license does not permit HumanAI Technologies to sell Customer Content or use it to train third-party foundation models.
HumanAI Technologies may collect and use de-identified, aggregated usage data to operate, secure, and improve Cosmo.
HumanAI Technologies may use any feedback Customer or its Users provide about Cosmo for any purpose, without obligation to Customer.
Cosmo integrates third-party AI and infrastructure services (see our Privacy Policy for the current list). Those services are governed by their own terms, and HumanAI Technologies makes no warranty regarding their availability, security, or performance.
Each party will protect the other's confidential information with the same degree of care it uses for its own confidential information (and no less than reasonable care), and will not disclose it except to employees, contractors, and advisors bound by confidentiality obligations, or as required by law with reasonable prior notice to the disclosing party where legally permitted. Confidentiality obligations survive for the term of this Agreement and one year thereafter, and, with respect to Customer Content, until deletion in accordance with the Data Processing Agreement.
Fees are as set out in the applicable order form or subscription page. Except as required by law or expressly stated otherwise, fees are non-refundable. Customer is responsible for all applicable taxes other than taxes on HumanAI Technologies' net income. Overdue amounts may accrue interest at 1.5% per month, or the maximum rate permitted by law, whichever is lower.
This Agreement begins on Customer's first access to Cosmo under an order and continues for the stated subscription term, renewing as set out in the order unless either party gives 30 days' written notice of non-renewal. Either party may terminate for the other's uncured material breach after 10 days' written notice. HumanAI Technologies may suspend access where Customer's use threatens the security, integrity, or availability of Cosmo. Upon termination, Customer's access ceases; Customer may request export of Customer Content for up to 30 days following termination, after which it may be deleted in accordance with the Data Processing Agreement.
Each party represents it has the authority to enter this Agreement. HumanAI Technologies warrants Cosmo will perform materially in accordance with its documentation during the subscription term. EXCEPT AS EXPRESSLY STATED, COSMO IS PROVIDED "AS IS" AND "AS AVAILABLE," AND HUMANAI TECHNOLOGIES DISCLAIMS ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE EXTENT PERMITTED BY LAW.
HumanAI Technologies will defend Customer against third-party claims that Cosmo, as provided and used in accordance with this Agreement, infringes that party's intellectual property rights, and will pay resulting damages finally awarded, excluding claims arising from Input Content, unauthorized modification, or use in combination with non-HumanAI Technologies products. Customer will defend HumanAI Technologies against third-party claims arising from Input Content or Customer's breach of this Agreement, and will pay resulting damages finally awarded. Each party's indemnification obligation is conditioned on prompt notice and reasonable cooperation from the indemnified party.
EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, OR DATA.
HumanAI Technologies provides support via the contact channel designated for Customer's account. Features labeled "beta," "preview," or "experimental" are provided "as is," may change or be discontinued at any time, and are excluded from the warranty in Section G.
Each party will comply with applicable export control, sanctions, and anti-corruption laws in connection with this Agreement. Neither party has offered or received an improper payment in connection with this Agreement.