Terms of Service

1. Binding agreement; acceptance; order of precedence

By accessing or using Caldwell AI websites, applications, APIs, Studio workspaces, Super Creation projects, dashboards, documentation, or related services (collectively, the “Services”), you acknowledge that you have read, understood, and agree to be bound by these Terms, by our Privacy Policy, and by any additional guidelines, plan descriptions, or order forms that expressly reference these Terms. Governing law and venue are addressed later in these Terms.

If you do not agree to these Terms, you must not access or use the Services. If you accept these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have authority to bind that entity; in that case, “you” refers to that entity and its authorized users.

Where an executed enterprise master services agreement, data processing addendum, or insert order form conflicts with these online Terms, the signed commercial document controls solely with respect to the conflicting subject matter and solely for the parties named therein. Otherwise, these Terms control.

2. Definitions

For purposes of these Terms, the following definitions apply (including singular and plural forms):

“Account”

The credentialed user profile enabling access to the Services, including identity data, authentication secrets (as hashed or tokenized), credit balances, generation history, and project records.

“Credits”

Unitized prepaid capacity used to meter certain generative or compute-intensive operations under a Plan. Credits are a service metric, not a stored-value instrument, bank deposit, or cryptocurrency.

“Input”

Any prompt, negative prompt, parameter, reference image, audio bed, script, asset, upload, metadata, project instruction, or other material you submit to the Services.

“Output”

Any image, video, audio, music, music video, script text, plan structure, timeline sequence, mixdown, export file, or other media or data generated or assembled by or through the Services in response to Inputs or editorial actions.

“User Content”

Inputs together with any non-platform materials you upload, import, or store, excluding Caldwell AI’s underlying software, models, and documentation.

“Super Creation”

The multi-stage project workflow for planning, asset organization, and sequenced generative production within the Services.

“Studio”

The browser-based non-linear editing, mixing, finishing, and export environment provided as part of the Services.

“Plan”

A commercial package describing price, credit allotment, feature gates, and any usage ceilings, as published on the Pricing page or in an order form.

“Media Pool”

A working set of media references used to bridge Library or generative assets into Studio, which may be stored locally in the user agent and/or associated with the Account depending on implementation.

3. Eligibility, accounts, and security

3.1 Age and capacity

The Services are offered to users in the United States of America. You must be at least thirteen (13) years of age (or the minimum age required in your U.S. state of residence, if higher) and fully able and competent to enter into these Terms under applicable U.S. law. If you are under the age of majority in your state of residence, you may use the Services only with the involvement and consent of a parent or legal guardian who agrees to these Terms on your behalf. By using the Services, you represent that you are not barred from receiving services under U.S. law.

3.2 Account registration

You agree to provide accurate, current, and complete registration information and to keep it updated. You may not impersonate any person or entity, misrepresent affiliation, or create accounts by automated means without our prior written permission.

3.3 Credential security

You are responsible for safeguarding passwords and for all activities occurring under your Account, whether or not authorized by you, except to the extent caused by our gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. You must notify us promptly of any unauthorized use or security breach.

3.4 One person, one primary account (default rule)

Unless your Plan expressly authorizes multi-seat workspaces, you may not sell, rent, lease, sublicense, or share Account access. We may reclaim usernames, merge duplicate accounts, or require identity verification where reasonably necessary to protect the platform or comply with law.

4. Description of the Services

Caldwell AI provides an integrated creative platform that may include, without limitation:

• Account authentication and Library browsing of generated or imported media;
• Generative workflows for video, image, music, and music video creation;
• Super Creation multi-stage planning, assets, and clip generation controls;
• Studio non-linear editing with multi-track timeline, program viewer, mixer, FX rack, finishing look controls, and export utilities (including movie and audio mixdown formats);
• Media Pool bridging between generative catalogs and editorial sessions;
• Credits, Plans, and related commercial metering;
• Help documentation and customer communications.

We may modify, suspend, or discontinue any feature, model routing path, export format, or UI surface with or without notice, subject to mandatory consumer protections that cannot be waived in your jurisdiction and subject to any uptime or transition commitments in a signed enterprise agreement. We do not guarantee that any particular third-party model brand, parameter, or quality characteristic will remain available.

5. Credits, plans, fees, taxes, and refunds

5.1 Plans and pricing display

Plan prices, credit allotments, and feature lists are described on the Pricing page or in an order form. We may update pricing prospectively. Continued use after the effective date of a price change constitutes acceptance where permitted by law; if you do not agree, you must stop using paid features and cancel according to the cancellation pathway available to your Plan.

5.2 Nature of Credits

Credits are licensed capacity to initiate metered operations. Unless required by law or expressly stated in writing: Credits are non-refundable, non-transferable, have no cash value, and do not constitute a personal property interest that survives Account termination except as required by applicable consumer law. Unused Credits may expire at the end of a billing cycle if your Plan so provides.

5.3 Metering and approximate costs

Indicative credit costs (for example, approximate costs for image, music, video, or music video jobs) are estimates. Actual deductions may vary with duration, resolution, batch size, Super Creation step count, retries, and feature flags. The authoritative deduction is the amount recorded against your Account at job acceptance or completion, as reflected in our systems.

5.4 Failed jobs

If a metered job fails due to a verified platform infrastructure fault, we may restore Credits as a courtesy or as required by policy. Failures arising from prohibited Inputs, policy refusals, invalid parameters, user cancellation, local device limitations, or third-party network issues beyond our reasonable control do not obligate a refund.

5.5 Taxes

Fees are exclusive of taxes unless stated otherwise. You are responsible for all applicable sales, use, value-added, withholding, and similar taxes, excluding taxes based on our net income. Where we are required to collect taxes, they will be added to your charges.

5.6 Chargebacks and payment disputes

Abusive payment disputes or chargebacks may result in Account suspension pending investigation. Contact support first to resolve billing errors in good faith.

5.7 No professional advice

Pricing pages and credit calculators are commercial information tools, not legal, tax, or accounting advice.

6. License to use the platform

Subject to your continuous compliance with these Terms and timely payment of applicable fees, Caldwell AI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal creative, professional, or personal purposes as enabled by your Plan.

You shall not (and shall not permit others to):

• reverse engineer, decompile, or attempt to extract source code, model weights, or non-public APIs except to the extent such restriction is prohibited by law;
• probe, scan, or test the vulnerability of the Services without authorization, or breach security or authentication measures;
• use scrapers, bots, or automated bulk account creation except via documented APIs under a separate written grant;
• remove proprietary notices, or use Caldwell AI trademarks in a manner that suggests endorsement without permission;
• resell, white-label, or timeshare the Services except under an authorized partner program;
• interfere with or disrupt the integrity or performance of the Services or third-party data contained therein.

7. User Content, Inputs, Outputs, and licenses

7.1 Your responsibility for Inputs

You represent and warrant that you own or have obtained all rights, licenses, consents, and permissions necessary to submit Inputs and to grant the licenses in these Terms, and that Inputs do not infringe, misappropriate, or violate any third-party rights or laws.

7.2 License you grant to Caldwell AI

You grant Caldwell AI a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, display, and create derivative technical transformations of User Content and Outputs solely as needed to operate, maintain, secure, develop, and improve the Services, to prevent abuse, to comply with law, and to provide features you request (including generation, Library storage, Media Pool bridging, Studio preview, and export). This license ends when User Content is deleted from our systems, subject to residual backups and legal retention, except that we may retain de-identified or aggregated telemetry.

7.3 Outputs assignment / license to you

As between you and Caldwell AI, and to the extent we acquire any rights in Outputs generated for your Account, we hereby assign or, where assignment is not legally effective, grant you a perpetual, worldwide, royalty-free license to use, reproduce, modify, distribute, and commercialize such Outputs, subject to: (a) your compliance with these Terms; (b) third-party rights that may inhere in Inputs you provided; (c) applicable law (including publicity and trademark law); and (d) any Plan-specific restrictions. Outputs may be similar or identical to outputs generated for other users; we do not guarantee uniqueness or non-similarity.

7.4 No guarantee of registrability or enforceability

We make no warranty that Outputs are copyrightable, patentable, trademarkable, or free of third-party claims in any jurisdiction. Generative systems may produce content that inadvertently resembles existing works. You are solely responsible for clearance, legal review, and insurance decisions before commercial exploitation.

7.5 Feedback

If you provide feedback, ideas, or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or compensation.

8. Caldwell AI intellectual property

The Services, including software, UI design, documentation, trademarks (including “Caldwell AI” and associated logos), selection and arrangement of materials, and underlying model systems and tooling (excluding User Content), are owned by Caldwell AI or its licensors and are protected by intellectual property laws. No rights are granted except as expressly set forth in these Terms. All rights not expressly granted are reserved.

9. Acceptable use policy

You agree not to use the Services to generate, upload, distribute, or facilitate content or conduct that:

• violates any applicable law or regulation (including export, sanctions, privacy, and computer crime laws);
• exploits, harms, or attempts to harm minors, or sexualizes minors in any way (zero tolerance);
• constitutes non-consensual intimate imagery, sexual deepfakes of real people, or image-based sexual abuse;
• promotes terrorism, violent extremism, or severe acts of violence, or provides actionable assistance for violent crimes or weapons development beyond clearly fictional context allowed by law;
• facilitates scams, phishing, malware, ransomware, unauthorized access to computer systems, or distribution of exploit code;
• intentionally infringes intellectual property, publicity, or moral rights of others;
• doxxes private individuals, publishes sensitive personal data without lawful basis, or engages in targeted harassment campaigns;
• attempts to evade safety systems, rate limits, or credit metering through technical abuse;
• misrepresents AI-generated media as authentic human-captured footage in contexts where deception causes material harm (including fraud, elections interference where prohibited, or fabricated evidence), without required disclosures under applicable law.

We may investigate violations, remove content, throttle usage, suspend or terminate Accounts, and cooperate with law enforcement when we have a good-faith belief it is necessary or required.

10. AI-specific acknowledgments and limitations

You acknowledge and agree that:

• Generative models are probabilistic and may produce inaccurate, offensive, biased, incomplete, or unexpected Outputs even when Inputs appear benign;
• The Services are not a substitute for professional advice (legal, medical, financial, engineering, safety-critical, or otherwise);
• You must independently evaluate Outputs before relying on them in production, public distribution, or decision-making;
• Safety filters may over-block or under-block; neither outcome waives other provisions of these Terms;
• We may use automated systems to detect abuse, spam, and policy-violating Inputs/Outputs;
• Latency, queue times, and quality vary; no particular aesthetic result is guaranteed;
• Model routing and capacity may change without changing the external product branding.

11. Studio, Media Pool, exports, and local processing

11.1 Editorial responsibility

Studio provides tools to arrange, mix, grade, and export media. You are solely responsible for the creative and legal compliance of sequences you assemble, including synchronization rights, music licensing for real-world distribution, and talent/publicity clearances.

11.2 Local device processing

Certain previews, captures, or encodes (including browser-based recording and WebAssembly encoding for movie deliverables, and OfflineAudioContext-style mixdowns for audio) may execute on your device. Device performance, storage quotas, and browser capabilities are outside our control. You are responsible for maintaining adequate hardware and for downloading exports you wish to retain.

11.3 Session-scoped artifacts

Some export trays, object URLs, or Media Pool entries may be ephemeral or device-local. We are not liable for loss of unsaved session work arising from browser crashes, cleared site data, or navigation away from the workspace. Save and download frequently.

11.4 Format compatibility

Deliverable formats (including .mov, WAV, and MP3) are provided for convenience. Compatibility with every third-party NLE, social network, or broadcast specification is not warranted. You should validate deliverables in your target environment.

12. Third-party infrastructure and subprocessors

The Services may rely on third-party hosting, storage, content delivery, authentication, analytics, payment processors, and machine-learning inference providers. Those providers are independent controllers or processors as described in our Privacy Policy. We are not responsible for third-party websites linked from the Services. Your use of third-party services may be governed by their terms.

Without limiting the foregoing, generative inference may be executed on specialized compute infrastructure operated by us or by subprocessors under contract. You authorize such processing of Inputs and generation of Outputs as needed to provide the features you request.

13. Beta, preview, and experimental features

We may label features as alpha, beta, preview, or experimental. Such features are provided “as is,” may be unstable, may delete data, may change materially, and may be withdrawn at any time. Credits consumed on experimental features are generally non-refundable unless we state otherwise in writing.

14. Confidentiality

If you and Caldwell AI exchange non-public business information under an NDA or enterprise agreement, those terms control. Otherwise, you should not submit information to generative prompts that you consider highly confidential unless you accept the residual risk that content is processed by automated systems and subprocessors as described in the Privacy Policy. We implement reasonable administrative and technical safeguards, but no system is perfectly secure.

15. Privacy

Our collection and use of personal data is described in the Privacy Policy, which is incorporated by reference. Where consent is required for optional cookies or marketing, we will request it as required by law.

16. Suspension, termination, and survival

16.1 By you

You may stop using the Services at any time and may request Account deletion subject to the Privacy Policy and residual legal obligations.

16.2 By us

We may suspend or terminate access immediately if we reasonably believe you violated these Terms, pose a security risk, fail to pay fees, or if required by law. We may also discontinue the Services entirely with reasonable notice where practicable.

16.3 Effect

Upon termination, your license to access the Services ends. Sections that by their nature should survive (including intellectual property, acceptable use residual claims, disclaimers, limitations of liability, indemnities, and dispute terms) shall survive.

17. Disclaimers of warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, CREDITS, OUTPUTS, EXPORTS, DOCUMENTATION, AND ALL RELATED COMPONENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, FREE OF HARMFUL COMPONENTS, OR THAT OUTPUTS WILL BE ACCURATE, UNIQUE, LAW FULLY USABLE FOR ANY PARTICULAR PURPOSE, OR FREE FROM BIAS OR OFFENSIVE CONTENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN SUCH JURISDICTIONS, OUR WARRANTIES ARE LIMITED TO THE MINIMUM SCOPE AND DURATION PERMITTED BY LAW.

18. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CALDWELL AI OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO CALDWELL AI FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS (US $100) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS.

THE LIMITATIONS IN THIS SECTION APPLY AS A FUNDAMENTAL ALLOCATION OF RISK AND SURVIVE FAILURE OF ESSENTIAL PURPOSE. NOTHING IN THESE TERMS EXCLUDES LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW (INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE WHERE SUCH EXCLUSION IS PROHIBITED, OR FOR FRAUD).

19. Indemnification

You shall defend, indemnify, and hold harmless Caldwell AI and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your User Content or Inputs; (b) your Outputs and your distribution or commercialization thereof; (c) your violation of these Terms or law; (d) your infringement or misappropriation of third-party rights; or (e) disputes between you and any third party relating to your use of the Services.

20. Copyright complaints and IP notices

If you believe material on the Services infringes your copyright, please send a notice containing: (1) identification of the work; (2) identification of the allegedly infringing material and its location; (3) your contact information; (4) a statement of good-faith belief that use is not authorized; (5) a statement under penalty of perjury that your notice is accurate and that you are the owner or authorized agent; and (6) your physical or electronic signature. We may remove content and, in appropriate circumstances, terminate repeat infringers. Counter-notification procedures may be available as required by law.

Copyright notices under the U.S. Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512, may be directed through any designated agent information we publish on the Services, or to Caldwell AI at the address associated with the business registration on file for the operator of the Services. We may remove content and, in appropriate circumstances, terminate Accounts of repeat infringers as required by U.S. law.

21. Export controls and sanctions

You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. embargoes, and that you are not identified on any U.S. government denied-party or restricted list (including lists maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) or the U.S. Department of Commerce). You shall not use the Services in violation of U.S. export control or sanctions laws.

22. Government use

If you are a U.S. government end user, the Services are “commercial computer software” and “commercial computer software documentation” developed exclusively at private expense, and are licensed only with those rights customarily provided to the public under these Terms.

23. Changes to the Terms or Services

We may update these Terms from time to time. We will revise the “Last updated” date and may provide additional notice (for example, banner, email, or in-product notice) when changes are material. Except where a longer notice period is required by law or a signed agreement, Terms become effective upon posting. If you continue to use the Services after the effective date, you accept the revised Terms. If you do not agree, you must stop using the Services.

24. Governing law, venue, and dispute resolution

24.1 Governing law

Except where mandatory consumer-protection laws of your place of residence provide otherwise and cannot be waived, these Terms and any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Missouri, United States of America, without regard to its conflict-of-law principles, and without application of the United Nations Convention on Contracts for the International Sale of Goods.

24.2 Informal resolution

Before filing a claim, you agree to attempt to resolve the dispute informally by providing us a written description of the dispute and your contact information through the channels made available on the Services. If not resolved within thirty (30) days, either party may pursue formal proceedings as allowed below.

24.3 Exclusive venue and jurisdiction

Subject to mandatory consumer protections and any arbitration agreement that may be added by amendment or enterprise contract, you and Caldwell AI agree that the exclusive venue for any judicial proceeding arising out of or relating to these Terms or the Services shall be the state courts sitting in Jasper County, Missouri, or the United States District Court for the Western District of Missouri (to the extent federal subject-matter jurisdiction exists). You irrevocably consent to the personal jurisdiction of such courts and waive any objection based on inconvenient forum (forum non conveniens) or otherwise. EACH PARTY WAIVES JURY TRIAL TO THE EXTENT PERMITTED BY LAW.

24.4 Injunctive relief

Nothing in these Terms limits either party’s right to seek temporary or injunctive relief for intellectual property or security violations in any court of competent jurisdiction, including the courts identified in Section 24.3.

24.5 Class action waiver (where permitted)

TO THE EXTENT PERMITTED BY LAW, YOU AND CALDWELL AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

25. Miscellaneous

• Entire agreement. These Terms, the Privacy Policy, and any order forms constitute the entire agreement regarding the Services and supersede prior conflicting oral or written terms on the same subject, except signed enterprise agreements as noted in Section 1.
• Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remainder will continue in effect.
• Waiver. Failure to enforce a provision is not a waiver of future enforcement.
• Assignment. You may not assign these Terms without our consent; we may assign them in connection with merger, acquisition, corporate reorganization, or sale of assets.
• Force majeure. We are not liable for delays or failures due to events beyond reasonable control, including natural disasters, war, terrorism, labor disputes, internet failures, power failures, and failures of third-party infrastructure providers.
• Notices. We may provide notices via email associated with your Account, in-product messages, or posting to the Services. Notices directed to Caldwell AI may be sent through any notice method we publish on the Services.
• Relationship. The parties are independent contractors. These Terms do not create partnership, joint venture, employment, or agency.
• Language. The controlling language is English (United States).
• Headings. Headings are for convenience and do not affect interpretation.
• U.S. focus. These Terms are drafted for users and operations in the United States of America. Mandatory consumer protections of your U.S. state of residence, where they cannot be waived, still apply.
• Electronic acceptance. Clicking “Sign up,” “I agree,” using the Services, or similar affirmative acts constitute electronic signature and acceptance under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state electronic transactions laws.