Terms of Service

Date of Last Revision: May 31, 2023

Magic Hour AI, Inc. ("Magic Hour", "Magic Hour AI", "we", "us", or "our") provides its artificial-intelligence platform and related services to you ("Customer," or "you") through our website(s) located at https://magichour.ai and related applications and technologies (collectively, the "Platform"). All access and use of the Platform is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these "Terms"). These Terms include our Privacy Policy, located at https://magichour.ai/privacy-policy (the "Privacy Policy") and other documentation, guidelines, or policies we may provide in writing. By accessing, browsing, or otherwise using the Platforms, you acknowledge that you have read, understood, and agree to be bound by these Terms and you consent to our collection, use and disclosure of data as outlined in the Privacy Policy.

These Terms may be updated and presented again to the Customer from time to time. Continued use of the Services constitutes acceptance of the updated terms. In the event that you do not find concurrence with the Agreement, we kindly request that you discontinue utilizing the Services.

1. What is Magic Hour?

Magic Hour can generate images, videos, and other content ("Assets") based on text and style inputs you select or provide ("Prompts"). You may also upload images, music, videos, and other content to Magic Hour ("Uploads") and create Assets with Uploads. The Platform is subject to modification and change, including but not limited to the art style of Assets, the algorithms and methods used to generate the Assets, and the features available to the Customer.

2. Registration and Access

You must be 18 years or older and able to form a binding contract with Magic Hour to use the Platform. If you use the Platform on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. You must provide accurate and complete information to register for an account. You may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occur using your credentials. Only one user may use the Platform per registered account. Each user of the Platform may only have one account.

3. Ownership

a. Assets: Subject to the license below and these Terms, you own all Assets you create with the Services. Due to the nature of machine learning, Assets may not be unique across users and the Platform may generate the same or similar output for Magic Hour or a third party. Other users may also use similar Prompts and Uploads and receive the same or similar Assets. Assets that are requested by and generated for other users are not considered yours. We may use Prompts and Uploads input into the Platform, or Assets produced by Magic Hour to help develop and improve our products. We may use the Assets produced by Magic Hour for marketing purposes, but we will not use the Prompts and Uploads for marketing purposes or any other purposes except as explicitly stated in this clause.

b. Platform Content: You acknowledge and agree that the Platform may contain content, Assets, or features made available by Magic Hour or other Magic Hour users ("Platform Content") that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Magic Hour and except for your Assets, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Platform or the Platform Content, in whole or in part.

c. Copyright Complaints: Magic Hour is committed to respecting the intellectual property of others. If you believe that your work has been copied in a way that violates your copyright, you can notify Magic Hour by emailing our Copyright Agent at support@magichour.ai with the subject line "DMCA Takedown Request". Your email must include your contact information, a description of the copyrighted work that you believe has been infringed, and a statement under penalty of perjury that you have a good faith belief that the use of the work is not authorized. i. If Magic Hour removes content that you have uploaded due to a copyright complaint, you can send a counter-notice if you believe that the content was removed by mistake or that you have the authorization to use it. Your counter-notice should include your contact information, a description of the content that was removed, and a statement under penalty of perjury that you have a good faith belief that the content was removed by mistake. ii. Magic Hour has a policy of terminating the accounts of users who repeatedly infringe copyrights. If you believe that someone is using the Magic Hour platform to infringe your copyright, you can contact our Copyright Agent with the information described above.

4. Usage Requirements

a. Use of Platform. You may access, and we grant you a non-exclusive right to use, the Platform under these Terms. You will comply with these Terms and all applicable laws when using the Platform. We and our affiliates own all rights, title, and interest in and to the Platform. We are not liable for any content, materials, or Assets of any third parties (including users), including for any of their errors or omissions or any loss or damage of any kind incurred because of your use of such content, materials, or Assets. You acknowledge that Magic Hour does not pre-screen content, materials, or Assets, but that Magic Hour and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove anything on the Platform. Without limiting the foregoing, Magic Hour and its designees will have the right to remove any content, materials, or Assets that violates these Terms or is deemed by Magic Hour, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content or Assets, including any reliance on their accuracy, completeness, or usefulness.

b. Restrictions. You may not (i) use the Platform in a way that infringes, misappropriates or violates any person's rights; (ii) use the Platform to create adult content, gore, abusive, harmful, or disturbing; (iii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Platform (except to the extent such restrictions are contrary to applicable law); (iv) use the Platform for benchmarking or competitive research purposes, or to create any other product; (v) use any method to extract data from the Platform, including web scraping, web harvesting, or web data extraction methods, other than as otherwise permitted by Magic Hour in writing; (vi) modify or create derivative works based on the Platform, (vii) sell, resell, license, copy, rent, lease, distribute, time-share the Platform, or (viii) remove or alter proprietary notices from the Service.

c. User Conduct. You represent, warrant, and covenant that: i. Any content, materials, Prompts, Uploads, or Assets you transfer via the Platform have been legally obtained;

ii. You will not create any Assets that use adult content or gore in your Prompts, Uploads

iii. You will not engage in any conduct that is or could be considered illegal, obscene, defamatory, threatening, intimidating, harassing, hateful or racially or ethnically offensive;

iv. You will not provide any false, inaccurate or misleading information while using the Platform, or engage in any activity that operates to defraud Magic Hour, other users of the Platform, or any other person or entity;

v. You will not interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies, or regulations of networks connected to the Platform;

vi. You will not violate any applicable local, state, national, or international law, or any regulations having the force of law in connection with your use of the Platform;

vii. You will not impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

viii. You will not infringe, misappropriate or violate any intellectual property, privacy, publicity or other proprietary rights of Magic Hour or any third party;

ix. You will not disguise your location through IP proxying or other methods; and

x. You will not obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Platform, including attempting to avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our service providers or any other third party to protect the Platforms.

d. Feedback and Analytics. We appreciate feedback, comments, ideas, proposals and suggestions for improvements. If you provide any of these things, we may use it without restriction or compensation to you. You also authorize Magic Hour and its third-party service providers to derive statistical and usage data relating to your use of the Platform ("Usage Data"). We may use Usage Data for any purpose under applicable law and our Privacy Policy.

e. Third Party Services. Any third party software, services, or other products you use in connection with the Platform are subject to their own terms, and we are not responsible for third party products.

5. Fees

Payment and Termination: You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Company with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) through a payment provider ("Payment Provider"), or purchase order information, as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing Company with your credit card number or PayPal account and associated payment information, you agree that Company is authorized to immediately invoice your Account for all fees and charges due and payable to Company hereunder and that no additional notice or consent is required. You agree to immediately notify Company of any change in your billing address or the credit card or PayPal account used for payment hereunder. Company reserves the right at any time to change its prices and billing methods, either immediately upon posting on Company Properties or by e-mail delivery to you.

You will be responsible for payment of the applicable fee for any Services (each, a "Service Subscription Fee") at the time you create your Account and select your subscription plan (each, a "Service Commencement Date"). Except as set forth in the Agreement, all fees for the Services are non-refundable. No contract will exist between you and Company for the Services until Company accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.

We also reserve the right to terminate your access to the Service for any reason, including for violation of the Community Guidelines or other inappropriate use of the Service.

Taxes: Users are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with your use of the Platform (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any artworks).

6. Indemnification To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Magic Hour, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the "Magic Hour Parties") from any and all losses, damages, expenses, including reasonable attorneys fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Platform, your violation of these Terms, or your violation of any rights of another. Magic Hour will provide notice to you of any such claim, suit, or proceeding. Magic Hour reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Magic Hour's defense of such matter. You may not settle or compromise any claim against the Magic Hour Parties without Magic Hour's written consent.

7. Disclaimer

We plan to continue to develop and improve Magic Hour, but we make no guarantees or promises about how it operates or that it will function as intended, and your use is at your own risk. The Platform is provided on an "as is" and "as available" basis. The Magic Hour parties expressly disclaim all warranties of any kind, whether express, implied or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

The Magic Hour parties make no warranty that (a) the Platform will meet your requirements; (b) the Platform will be uninterrupted, timely, secure, or error-free; (c) the results and Assets that may be obtained from the use of the Platform will be of a particularly quality, accurate or reliable; or (d) the quality of any products, services, information, or other material purchased or obtained by you through Magic Hour will meet your expectations.

8. Limitation of Liability

You expressly understand and agree that the Magic Hour parties will not be liable for any indirect, incidental, special, consequential, exemplary damages, or damages for loss of profits including damages for loss of goodwill, use, or data or other intangible losses (even if the Magic Hour parties have been advised of the possibility of such damages), whether based on contract, tort, negligence, strict liability, or otherwise, resulting from: (a) the use or the inability to use the platform; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the platform; (c) unauthorized access to or alteration of your transmissions or data; (d) statements or conduct of any third party on the platform; or (e) any other matter relating to the platform. In no event will the Magic Hour parties' total liability to you for all damages, losses, or causes of action exceed the amount you have paid Magic Hour in the last six (6) months. Some jurisdictions do not allow the disclaimer or exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations set forth above may not apply to you or be enforceable with respect to you. If you are dissatisfied with any portion of the platform or with these terms of service, your sole and exclusive remedy is to discontinue use of the platform.

9. General

a. Agreement to Arbitrate. In the event of a dispute arising out of or related to these Terms (collectively, "Disputes"), you and Magic Hour will engage in good faith negotiations to amicably resolve a Dispute. If we are unable to resolve a Dispute within thirty (30) days, either party may commence binding arbitration under JAMS Comprehensive Arbitration Rules and Procedures. The parties will share equally the fees and expenses of the JAMS arbitrator. The arbitration will be conducted by a sole arbitrator chosen by the mutual agreement of the parties or, failing that, by JAMS under its then prevailing rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator will have the authority to grant specific performance or any other equitable or legal remedy, including provisional remedies. Each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure. Any arbitration proceedings will take place in San Francisco, California.

b. Class Waiver. You will only be permitted to pursue claims against Magic Hour on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis, and (3) you may not be able to have any claims you have against us resolved by a jury or in a court of law.

c. User Disputes. You agree that you are solely responsible for your interactions with any other user in connection with the Platform, and Magic Hour will have no liability or responsibility with respect thereto. Magic Hour reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Platform.

d. Miscellaneous. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to Magic Hour and its affiliates, and Magic Hour shall have the right to seek injunctive relief against you in addition to any other legal remedies. These Terms constitute the entire agreement between you and Magic Hour governing your access and use of the Platform, and supersede any prior agreements between you and Magic Hour with respect to the Platform. You also may be subject to additional terms and conditions that may apply when you use Third-Party Platforms, third-party content or third-party software. These Terms will be governed by the laws of the State of California, excluding California's conflicts of law rules or principles. Except as provided in the "Dispute Resolution" section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of San Francisco County, California, USA, and you and Magic Hour each consent to personal jurisdiction in those courts. The failure of Magic Hour to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. You may not assign these Terms without the prior written consent of Magic Hour, but Magic Hour may assign or transfer these Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail.

If you have questions, concerns, or suggestions, please contact us at support@magichour.ai to report any violations of these Terms or to pose any questions regarding these Terms or the Platform.