Terms and Conditions for Use of the Clonechan Platform

In this Agreement, the following words and expressions shall have the meanings set out below, unless the context requires otherwise.

1.1 “System” or “Platform” means the websites, applications, application programs, application programming interface (Application Programming Interface: API), software, algorithms, artificial intelligence system (Artificial Intelligence), as well as the cloud computing infrastructure (Cloud Computing Infrastructure), databases and all technological components that are under the development, maintenance, administration or right of use of the Service Provider.

1.2 “Input Data” (Input) means any digital data, personal data or biometric data that the User inputs into the System, whether directly or indirectly, including but not limited to facial images, moving images, selfie videos, audio files, sound wave data, pronunciation characteristics data, text, characters, script lines, screenplays, prompt text (Prompt), or any other data that the User uploads, submits or records into the System.

1.3 “Output” means computer data, still image files, moving images, simulated videos, synthesized voices, multimedia, or any digital works that are created, adapted, synthesized, processed or produced by the artificial intelligence system of the Service Provider, on the basis of the Input Data and the instructions of the User.

1.4 “Usage Credits” (Credits) means the unit measuring usage entitlements within the System, used to calculate the volume of the User's use of the Services, such as the number of processing runs, the number of videos, the number of synthesized voices, the duration of videos, the number of words, the number of characters, or any other unit of measurement as determined by the Service Provider.

1.5 “User Account” means the account arising from the User's registration in order to access and use the Services of the System, including sign-in information, identification information, subscription information, and all information relating to the use of the Services by that User.

1.6 “Biometric Data” means personal data arising from an individual's physical characteristics or behavior which can be used to verify or identify that person, whether voice characteristics, voiceprint data (Voiceprint), or other technical data that the System uses to verify the identity of the User.

1.7 “Avatar” means a digital identity model created by an artificial intelligence system from the Input Data of the User, or a ready-made model provided by the Service Provider in the Avatar Library, whether in the form of images, video, audio or any other multimedia, which can be displayed in a manner that imitates or simulates the personality, facial features or voice of a person.

2.1 The User may subscribe or sign in through an account with a third-party service provider, at present a Google account, or other service providers as determined by the Service Provider.

2.2 Signing in through such an account shall be deemed to be the User's consent for the Service Provider to access and use the basic information necessary for the provision of the Services, within the scope permitted by the third-party service provider. The processing of personal data shall be in accordance with the Privacy Notice of the Service Provider.

2.3 The User represents that the User has the legal capacity to subscribe and to use the Services under this Agreement. If the User is a minor, an incompetent person or a quasi-incompetent person, the User represents that consent has been obtained from the User's legal representative before subscribing and using the Services.

2.4 The User agrees to provide information that is accurate, complete and current for subscription, identity verification and use of the Services, and to keep such information current at all times. If the Service Provider finds that such information is false, inaccurate, incomplete or cannot be verified, the Service Provider shall have the right to suspend or terminate the User Account immediately.

2.5 The User has a duty to keep confidential the User's username, password, verification codes and all of the User's sign-in information, and to prevent other persons from accessing the account without authorization. If the User becomes aware of or suspects any unauthorized use of the account, the User must notify the Service Provider promptly.

2.6 Any use, initiation of processing, creation of an Avatar, generation or downloading of Output, purchase of a package, use of credits, or any activity occurring through the User Account shall be deemed to be an act of the User. The User agrees to be responsible for the use of the User's account, including any damage, expenses or legal consequences arising from such use.

2.7 The User Account is a right personal to the User. It may not be transferred, sold, leased, lent, or made available for another person to use in the User's place, unless the Service Provider permits it in writing. The Service Provider shall have the right to suspend or terminate the User Account if it finds any trading of accounts, shared use, or use of the account in a manner contrary to this Agreement.

2.8 Suspension or termination of the User Account. The Service Provider shall have the right to suspend, restrict or terminate the User Account, whether temporarily or permanently, if the User breaches this Agreement or applicable law, or engages in conduct that may cause damage to the Service Provider, other Users or third parties. Such suspension or termination of the account shall not affect the Service Provider's right to claim damages or to exercise any other right under applicable law.

3.1 Nature of the System's Services

3.1.1 The User acknowledges and agrees that the System provides the Services in the nature of processing data and instructions through artificial intelligence technology (Artificial Intelligence), whereby the User must supply and input data (Input), which may include photographs, moving images, face videos, audio recordings, text, or any other data supported by the System, and must enter prompts (Prompt) in order for the System to analyze, process, synthesize and generate the Output in the form of text, audio, still images, moving images, video or other digital media according to the capability of the System.

3.1.2 In using the System, the User may be required to do the following:

• (a) prepare and input data (Input), which may include photographs, moving images, video, audio, text or other data supported by the System
• (b) enter instructions, text, script lines, screenplays or Prompt for use in processing
• (c) select the functions, formats or tools made available by the System
• (d) initiate processing in order to generate the Output requested by the User

3.1.3 The Output generated may be downloaded, exported or used subject to the terms and conditions of the Services, the rights of use, and the limitations of the package selected by the User.

3.2 Creating an Avatar, Identity Verification, and Representations as to Rights in Input Data.

3.2.1 The System allows the User to create an Avatar on the basis of the User's voice biometric data or identity data, such as voice, speech characteristics, images, videos or other related data, so that the System is able to simulate the facial features, tone of voice, pronunciation, movement or distinctive characteristics of the User.

3.2.2 The User acknowledges and agrees that the creation of an Avatar requires the collection, use, disclosure and processing of personal data and biometric data as set out in the Privacy Notice, the consent documents and other relevant terms of the Service Provider.

3.2.3 The User must prepare, record and submit the Input Data into the System personally, through the devices, channels or methods determined by the Service Provider.

3.2.4 Before the creation of an Avatar or the use of certain types of Services, the Service Provider may require the User to carry out identity verification by the prescribed methods, including the recording of images, audio or video, the checking of biometric data, or making a spoken statement of confirmation and consent (Live Consent Oath).

3.2.5 If the User does not comply with the identity verification procedure, the Service Provider is unable to verify the identity, or the information received is found to be inaccurate, incomplete or inconsistent, the Service Provider shall have the right to suspend, refuse, restrict or terminate the relevant Services in accordance with the conditions of the System.

3.2.6 The User represents that the data, images, audio, video, documents, text, Prompt or any other data input into the System is data that the User owns or has the lawful right to use, to disclose and to permit to be processed.

3.2.7 The User represents that the inputting of data into the System, the creation of an Avatar, the processing of data, and the use of the Output arising from the Services will not breach the law or infringe the privacy rights, image rights, voice rights, copyright, trademarks, trade secrets or any other rights of third parties.

3.2.8 The User is solely responsible for the Input Data, the Prompt, the creation of the Avatar, the use of the Avatar, and any legal consequences, damage or disputes arising from such data or such use.

3.3 Use of the Avatar Library

3.3.1 The Service Provider may provide ready-made Avatars, ready-made models or other digital media within the System's media library (Avatar Library) for the User to select and use in generating the Output.

3.3.2 The Service Provider grants the right to use such ready-made Avatars in the Avatar Library, in the nature of a limited right of use (Limited License), only within the scope, period and conditions of the package to which the User is entitled.

3.3.3 The rights in such ready-made Avatars in the Avatar Library, including the intellectual property, the rights in the models, characters, images, audio and all other elements related to those ready-made Avatars, belong solely to the Service Provider or to the relevant rights holders.

3.4 Use of Output Generated by the System

3.4.1 The User is solely responsible for the use, publication, forwarding, public display, sale or exploitation of the Output generated by the System.

3.4.2 The User acknowledges that the Output generated by the artificial intelligence system may be inaccurate, incomplete or different from the User's expectations.

3.4.3 The Service Provider does not warrant that the Output generated will be accurate, complete, suitable for any particular purpose or free from error, and the User has a duty to verify the accuracy, suitability and lawfulness of the Output before use.

4.1 The User agrees to use the Services, the Clonechan System and the Output generated by the System lawfully, and not contrary to good morals, public order or the rights of other persons, and will not use the Services in a manner that may cause damage to the Service Provider, third parties or the public.

4.2 The User is prohibited from taking the images, audio, video, biometric data or identity data of another person, whether a natural person, a public figure, a celebrity, an actor, a social media influencer or any other person, and using them to create an Avatar without having obtained the rights or the consent required by law.

4.3 Data obtained from the internet, social media, public databases or other data sources may not be used to simulate or imitate the identity of another person without lawful right.

4.4 The User agrees not to use the Services, the Clonechan System or the Output generated by the System for the following purposes:

• (a) breaching the law, court orders, orders of state agencies or applicable legal requirements
• (b) forging, impersonating or falsely claiming, or causing other persons to be misled as to identity, status, relationship or the source of the information
• (c) creating or disseminating Deepfakes or synthetic media that may cause damage or misunderstanding, or affect the rights, reputation or safety of other persons
• (d) disseminating false information, distorted information or deceptive information
• (e) creating or disseminating content that constitutes defamation, harassment, intimidation, cyberbullying or incitement of hatred
• (f) infringing the privacy rights, image rights, voice rights, personal data rights or any other rights of third parties
• (g) infringing copyright, patents, trademarks, trade secrets or any other intellectual property rights
• (h) using the Services for fraud, deception, money laundering, unlawful fundraising, investment scams, or the commission of computer-related offences
• (i) using the Services to create or disseminate content that is obscene or pornographic, child pornography, or content promoting violence, gambling, narcotics, weapons or unlawful activities
• (j) circumventing the security measures of the System, interfering with the operation of the System, attempting to access the System without authorization, or doing any act that may affect the security of the System

4.5 The User has no right to claim ownership in the ready-made Avatars provided by the Service Provider in the Avatar Library, or in the intellectual property related to those ready-made Avatars, in whole or in part.

4.6 The Service Provider shall have the right to apply technical measures, automated systems or review by its staff in order to prevent, detect and suspend any use that may be contrary to these Terms of Use. If the Service Provider finds, or has reasonable grounds to believe, that the User breaches the Terms of Use, uses the data of another person without authorization, infringes the rights of third parties, or uses the Services in a manner that may be unlawful, the Service Provider shall have the right to suspend processing, suspend the Output, suspend the User Account or terminate the provision of the Services immediately, without prior notice.

5.1 Usage Package Structure and Payment.

The Service Provider makes the System available on a pay-in-advance basis, according to the types and levels of package determined by the Service Provider. The usage entitlements, features, functions, usage period, usage quota of each package, storage capacity and data storage period may differ according to the details determined by the Service Provider and notified to the User at the time the service fee payment transaction is made.

The User agrees to pay the service fees through the channels determined by the Service Provider, such as QR Code, credit card, or any other payment channels that the Service Provider may make available in the future. Payment shall be deemed complete once payment confirmation has been received from the System, and once payment is complete, the System will automatically display the transaction details and the amount of the package the User has received on the User's User Account.

5.2 Credits and Usage Quotas

The User will receive credits or usage entitlements in accordance with the package purchased, which may be specified in various forms, including but not limited to:

• (a) the number of processing runs
• (b) the number of videos, audio or digital media that can be created
• (c) the duration of video or audio that can be created
• (d) the number of words, characters or text used to synthesize voice or create content
• (e) the type, quality or file format that can be exported

The System will deduct credits or usage entitlements automatically according to actual usage and will display the remaining credits or usage entitlements through the System. The User may not use credits or usage entitlements in excess of the amount specified in the package, unless an additional purchase is made or the package is upgraded in accordance with the conditions determined by the Service Provider.

5.3 Credit Roll-Over

Subject to the conditions determined by the Service Provider, credits remaining from the previous usage cycle may be rolled over for use in the next cycle, on the following conditions:

• (a) Unused credits may be rolled over for one package cycle only
• (b) Rolled-over credits have a validity period until the end date of the next cycle (approximately one calendar month) and will not be rolled over again into a second cycle
• (c) Upon the end of the said package period, credits that remain unused will lapse automatically and cannot be reinstated
• (d) The System will deduct rolled-over credits before the credits newly received in each package cycle
• (e) Credits of every type may not be transferred, sold, exchanged or converted into cash

5.4 Usage Status Reporting

The Service Provider may display usage information through the System under the User's User Account, which may include the following information:

• (a) remaining credits or usage entitlements
• (b) the number of credits used
• (c) usage history
• (d) the expiry date of the package or credits

Such information is provided for the convenience of the User, and the information appearing in the Service Provider's System shall be deemed to be the correct reference information, unless proven otherwise.

5.5 Cancellation of Subscription

The User may cancel the subscription by the method determined by the Service Provider. The cancellation takes effect at the end of the usage cycle of the package for which the service fees have already been paid. When the subscription ends, the User will no longer be able to access the functions or use the System, and all remaining credits will lapse automatically.

5.6 Refund Policy

Service fees, charges, credits, usage entitlements or any sums that the User has already paid to the Service Provider may not be refunded, exchanged, redeemed for change or converted into cash, in whole or in part.

5.7 Changes to Prices and Packages

The Service Provider reserves the right to adjust the prices, package structure, functions, benefits, credits or conditions relating to the provision of the Services as appropriate, and will give the User reasonable prior notice. Such changes will not have retroactive effect on a package for which the User has already paid the service fees.

6.1 The User remains the owner of the Input Data (Input), personal data, prompt text (Prompt) and other data that the User inputs into the System. The User agrees that the Service Provider shall have the right to collect, use, process, store and back up such data and to carry out the technical operations necessary in respect of such data, for the provision of the Services, the generation of the Output, maintaining the security of the System, preventing unlawful use, improving the quality of the Services and complying with the law.

6.2 The Service Provider may store Input Data, Output or files generated by the System on a temporary basis according to the type of service or the package selected by the User, and may set different periods for access to, storage of, or display of data for each service.

6.3 The User has a duty to back up or download by itself the data and Output that it wishes to retain, within the period specified. The Service Provider has no duty to store data or Output permanently, unless otherwise specified.

6.4 Upon the end of the data storage period, the Service Provider may automatically delete, destroy or render the data inaccessible, and shall not be responsible for any damage arising from the User's failure to back up the data within such period.

6.5 The User may request the deletion of its data through the channels determined by the Service Provider. However, the Service Provider may retain part of the data as required by law, or to the extent necessary for the exercise of rights, the prevention of disputes, or the legitimate interests of the Service Provider.

The Service Provider attaches importance to the protection of the User's personal data and will collect, use, disclose, process and retain personal data in accordance with the relevant laws and the Service Provider's Privacy Notice.

Details regarding the categories of personal data, the purposes of processing, the legal basis, the data retention period, the rights of the data subject and the methods of exercising rights under the law shall be as set out in the Privacy Notice, which forms part of these Terms of Use.

8.1 The Service Provider shall have the right to suspend, restrict or terminate the User Account, whether temporarily or permanently, if it appears that the User:

• (a) breaches this Agreement
• (b) breaches the law, court orders or orders of the relevant state agencies
• (c) uses the Services in a manner that may give rise to damage, risk or impact upon the Service Provider, other Users or third parties
• (d) provides information that is false, inaccurate or incomplete, or conceals material facts
• (e) is out of contact or has not used the System for a period of time, within the prescribed time
• (f) commits any act involving identity forgery, the unlawful creation of Deepfakes, violation of personal data, infringement of the rights of others, or use that is contrary to the law or to the Terms of Use

8.2 Where the User Account is suspended or terminated for any reason, the following shall apply:

• (a) the User's right to access and use the System shall terminate immediately, to the extent determined by the Service Provider
• (b) credits, usage entitlements, benefits or any other rights remaining in the account may be suspended or terminated in accordance with the conditions of the Services and of the relevant package
• (c) the User may no longer be able to access the Input Data (Input), the Output or other data held within the System, unless otherwise provided by law
• (d) the suspension or termination of the account shall not affect the Service Provider's rights to claim damages or expenses, or to exercise legal rights, existing before the date on which the account is terminated

8.3 Following cessation of the Services or termination of the account, the Service Provider shall have the right to delete, destroy or render inaccessible the Input Data, the Output and other data relating to the User Account, in accordance with its data retention policy, its security measures and applicable law. Where the law requires the Service Provider to retain certain categories of data, the Service Provider shall have the right to retain such data for the period prescribed by law.

8.4 The Service Provider reserves the right to improve, amend, change, supplement, suspend, discontinue or cancel the provision of the Services, the System, the Platform, functions, tools, packages or any part of the Services, whether temporarily or permanently, as the Service Provider deems appropriate. Where such a change may significantly affect the User's use, the Service Provider will give the User reasonable prior notice through the channels determined by the Service Provider.

However, in cases of urgent emergency, or where necessary for the security of the System, compliance with the law, orders of the competent authorities or force majeure, the Service Provider may suspend, change or discontinue the provision of the Services immediately without prior notice.

Action taken under this clause shall not be deemed a breach of contract by the Service Provider, and the User agrees not to claim damages, compensation or any expenses from the Service Provider arising from such suspension, change or discontinuation of the provision of the Services, unless the applicable law provides otherwise.

9.1 Ownership of the System and Intellectual Property: the Clonechan System, the Platform, software, computer programs, algorithms, artificial intelligence models, the user interface, code, programs, images, sounds, videos, the library of ready-made Avatars provided by the Service Provider, trademarks, trade names, documents, manuals and any other intellectual property relating to the Services, whether registered or not, are the sole intellectual property of the Service Provider or of the relevant rights holders. This ownership does not extend to an Avatar that the User creates from the User's own Input Data.

9.2 Right of Use Granted to the User: subject to the conditions of this Agreement, the Service Provider permits the User to use the Services and to access the System by way of a limited, revocable, non-transferable and non-exclusive right of use, solely for the purposes determined by the Service Provider. The User has no rights in the intellectual property of the Service Provider beyond the right of use expressly stated in this Agreement.

9.3 Intellectual Property Restrictions: the User agrees not to do any of the following, unless the prior written consent of the Service Provider has been obtained:

• (a) copy, reproduce, adapt, translate, publish, sell, rent, sub-license or exploit the System or the intellectual property of the Service Provider
• (b) reverse engineer, decompile, disassemble or attempt to access the source code, algorithms, AI models or internal structure of the System
• (c) copy or create products, services or systems that imitate, compete with or substitute for the Service Provider's System
• (d) remove, alter or conceal notices concerning copyright, trademarks, ownership rights or any other rights information appearing in the System or in related media
• (e) use the trademarks, trade names, logos or symbols of the Service Provider without permission

9.4 Infringement of Intellectual Property Rights: if the Service Provider finds, or has reasonable grounds to believe, that the User has committed an act infringing the intellectual property rights of the Service Provider or of a third party, the Service Provider shall have the right to suspend use, suspend the account, delete data, suspend the Output or terminate the User Account immediately, without affecting the Service Provider's rights to claim damages or to take action under the law.

10.1 The User acknowledges that the Service Provider is merely the developer and provider of the Platform, the technology and the infrastructure for processing data by an artificial intelligence (AI) system in accordance with the instructions and data that the User inputs into the System. The Service Provider has no duty to review, control, certify or approve, on a case-by-case basis, the Input Data (Input), the prompt (Prompt) or the Output that the User creates through the System, and shall not be deemed the creator, publisher or endorser of such content.

10.2 The provision of the Services, the Clonechan System, the Output generated by artificial intelligence and all related services are provided as is (As Is) and as available (As Available). The Service Provider does not warrant that the Services will be available continuously, will be free from errors, will be safe from interruption, or will meet the User's particular purposes in every respect.

10.3 The Service Provider and the directors, shareholders, executives, employees, agents, affiliates and contractors of the Service Provider shall not be responsible for:

• (a) loss of revenue, profits, business benefits, business opportunities, reputation or data
• (b) indirect damages, special damages, punitive damages, indirect punitive damages or consequential damages of every kind
• (c) errors, inaccuracies, incompleteness or unsuitability of the Output generated by the AI system
• (d) any decision, act or omission of the User in reliance on the Output from the System
• (e) the use, publication, forwarding or exploitation of the Output by the User or by third parties
• (f) malfunctions of the System, the internet network, cloud systems, third-party service providers, force majeure or events beyond the control of the Service Provider

10.4 The User has a duty to verify the accuracy, suitability, completeness and lawfulness of the Output generated by the System before using, publishing, forwarding or referring to it in any manner. The User acknowledges that the Output generated by the artificial intelligence system may contain inaccuracies, and that the Service Provider is not responsible for the effects arising from the use of such Output.

10.5 In the event that the Service Provider is liable to the User for any reason whatsoever, the total liability of the Service Provider shall not exceed the amount of the service fees paid by the User to the Service Provider for such Services during the period of six (6) months before the date on which the cause of the claim arose.

10.6 The User agrees to defend, indemnify and hold harmless the Service Provider and the directors, executives, employees, affiliates, agents and authorized representatives of the Service Provider from claims, legal proceedings, liabilities, fines, compensation, attorneys' fees and any expenses arising from:

• (a) breach of this Agreement
• (b) breach of the law or of orders of the competent authorities
• (c) infringement of intellectual property rights, privacy rights, image rights, voice rights or any other rights of third parties
• (d) the input into the System of personal data, biometric data, images, sounds or data of other persons without lawful right or consent
• (e) the creation, publication or use of an Avatar or of the Output generated by the System in a manner that causes damage to other persons
• (f) use of the System in a manner that is unlawful, fraudulent or deceptive, or that is contrary to these Terms of Use

If any person discovers or believes in good faith that a User of the Platform has input data, entered a Prompt, or generated Output in a manner that infringes your copyright, trademark, image rights or personal data, the rights holder may submit a request for suspension of access to or removal of such data by sending a "Notice Requesting Suspension of Access to or Removal of Infringing Material" to the designated channel.

Email channel for complaints: clonechanai@gmail.com

This Agreement shall be interpreted and enforced under, and shall be governed by, the laws of the Kingdom of Thailand, and the competent Thai courts shall consider and determine any dispute that arises.

13.1 Amendment of the Agreement: The Service Provider shall have the right to amend, change or revise this Agreement from time to time in order to align with the law, technology, industry standards or business practices. The Service Provider may notify changes through the website, the System, email or another channel it considers appropriate. Use of the System after the date on which the amended Agreement takes effect shall be deemed acceptance by the User and its agreement to be bound by such amended Agreement.

13.2 Entire Agreement: This Agreement, including the Privacy Notice and other policies referred to herein, constitutes the entire agreement between the parties concerning the use of the Services.

13.3 Severability: If any provision is void, unlawful or unenforceable, that provision shall be deemed severed from the Agreement, without affecting the validity of the other provisions.

13.4 No Waiver: Any failure by the Service Provider to exercise a right or to take any action under the Agreement on any occasion shall not be deemed a waiver of the Service Provider's rights.

13.5 Assignment: The Service Provider shall have the right to assign its rights, duties or benefits under this Agreement to affiliates, transferees of the business or successors in right, without first obtaining the consent of the User. The User shall have no right to assign its rights or duties under this Agreement to any other person, unless prior written consent has been obtained from the Service Provider.

13.6 Contact channels: The User agrees that notifications, notices, demand letters or any communications sent by the Service Provider by email, through the System, the website or other electronic channels shall be as fully effective as documents delivered in writing under the law.