Terms of Service

Welcome to Vidify, a product of Speechify, Inc. (“Speechify, ” “Vidify,” “we,” “us,” or “our”). These Terms of Service (the “Terms”) govern your access to and use of the Vidify platform, the website at vidifyads.com, the Vidify command-line interface and installed software, any APIs, and all related services (collectively, the “Service”).

By accessing or using the Service, creating an account, or installing the Vidify CLI, you agree to these Terms. If you are entering into these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, and “you” and “Customer” refer to that entity.

The Service is intended solely for commercial use.

Please read Section 5 (AI Training and Service Improvement), Section 6 (Advertising Claims; Customer Responsibility), and Section 15 (Governing Law; Dispute Resolution) carefully.

1. Definitions

“Sources” means the websites, channels, pages, files, brand assets, and other materials you direct Vidify to access and ingest (for example, your product website, YouTube channel, blog, or uploaded media).

“Inputs” means the Sources together with any prompts, directions, verdicts, brand kits, instructions, or other content you provide to or through the Service.

“Outputs” means the advertising creative and related materials the Service generates in response to your Inputs, including static images, video/motion ads, copy, and reports.

“Verdicts” means your keep/kill/revise signals and other feedback on Outputs.

“Vidify CLI” means the command-line interface, installation script, skills, and any other software we make available for local installation and execution, including components that operate through third-party coding agents.

“Third-Party Agents” means third-party services through which the Vidify CLI operates, including the third-party model and sandbox providers identified in our subprocessor register.

2. Accounts, Keys, and the CLI

2.1 Registration. You must provide accurate, current, and complete registration information and keep it updated. You are responsible for all activity under your account.

2.2 API Keys. The Service issues secret keys. You are responsible for safeguarding your keys and for all activity conducted with them. You must not share keys, embed them in public repositories or client-side code, or expose them. Notify us immediately of any suspected compromise. We may rotate or revoke keys to protect the Service.

2.3 CLI License. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Vidify CLI solely to use the Service for your internal business purposes. You must not reverse engineer, modify, or redistribute the Vidify CLI except as permitted by applicable law.

2.4 Third-Party Agents. The Vidify CLI operates through Third-Party Agents that are governed by their own terms and privacy policies. Your use of those Third-Party Agents is subject to those terms, and you are responsible for maintaining any accounts and licenses they require. We are not responsible for Third-Party Agents, their availability, or their processing of your data, except as set out in our Privacy Policy and any applicable data processing agreement.

2.5 Local Execution. The Vidify CLI executes on systems you control. You are responsible for the security and suitability of those systems and for reviewing any commands or code before execution. We recommend reviewing the install script before running it.

3. Sources and Rights to Ingested Materials

3.1 Your Authorization. By directing Vidify at a Source, you instruct us to access, ingest, analyze, and process that Source and its contents to provide the Service.

3.2 Your Representations.You represent and warrant that, for every Source you point Vidify at, you own or have all rights, licenses, consents, and permissions necessary to (a) authorize our access to and ingestion of the Source; (b) permit the use of the Source’s contents (including any brand assets, logos, product materials, images, audio, and text) to generate Outputs; and (c) authorize any processing described in these Terms and the Privacy Policy. You are solely responsible for complying with the terms of service and access restrictions of any third-party platform (including YouTube, Instagram, TikTok, and other services) from which a Source is drawn.

3.3 Third-Party and Personal Data in Sources.Sources may contain third-party materials and the personal data of individuals (for example, individuals appearing in a video on a channel you point us at, or in public media). You represent that you have the right to submit such materials for processing and that doing so does not violate any third party’s intellectual property, privacy, publicity, or contractual rights.

3.4 Data Processing Terms. Where you direct us to process personal information on your behalf, the Vidify Data Processing Terms (United States) at vidifyads.com/data-processing-terms apply and are incorporated into these Terms by reference. No separate signature is required; a countersigned copy is available on request.

3.4 No Verification. We do not independently verify your rights in any Source and are not responsible for your failure to hold necessary rights.

4. Ownership and Licenses in Outputs

4.1 Your Outputs. As between you and us, and subject to your payment of applicable fees and compliance with these Terms, you own the Outputs generated for you, or we hereby assign to you all rights we may have in such Outputs, so that you may use them as advertising for your business.

4.2 Non-Uniqueness. You acknowledge that generative systems may produce Outputs that are similar to Outputs generated for other customers, and your ownership does not extend to Outputs, or elements of Outputs, independently generated for others.

4.3 License to Us. You grant us a non-exclusive, worldwide, royalty-free license to host, reproduce, modify, and process your Inputs, Verdicts, and Outputs solely to provide, secure, and support the Service for you and as described in Section 5 (AI Training). We do not claim ownership of your Inputs.

4.4 Promotional Use. We will not use your Outputs, name, or logo in our marketing or as a case study without your prior consent. We may display anonymized or aggregated examples that do not identify you and do not include your name, logo, or other identifying brand elements.

4.5 Feedback. If you give us suggestions or feedback about the Service, we may use it without restriction or obligation to you.

5. AI Training and Service Improvement

5.1 Improving Your Stream. We use your Inputs, Outputs, and Verdicts to operate the Service and to tailor and improve the ad stream we generate for you.

5.2 Our Models. We do not use Customer-identifiable Inputs or Outputs to train our own general-purpose or shared AI models. We may use de-identified and/or aggregated data derived from use of the Service to develop and improve our models and the Service.

5.3 Third-Party AI Providers.To generate Outputs, we transmit Inputs — including prompts and media you submit or direct us to — to third-party AI and media-generation providers. These providers operate under commitments not to use submitted data to train their models, except where our subprocessor register records a provider’s position as still under confirmation. We publish each provider’s position at vidifyads.com/subprocessors. Where a provider does retain training rights, we cannot restrict that use on your behalf, and Section 5.2 does not apply to it.

6. Advertising Claims; Customer Responsibility

6.1 You Are the Advertiser.The Service is a creative-generation tool. You — not Vidify — are the advertiser responsible for any Output you use, publish, or distribute. You are solely responsible for the truthfulness, substantiation, and legal compliance of every claim, comparison, statistic, endorsement, testimonial, or representation contained in an Output you use.

6.2 Mandatory Review.Outputs are provided for your review. You must review each Output using the keep/kill/revise controls (or equivalent) and must not publish, distribute, or otherwise use any Output you have not reviewed and approved. You acknowledge that Outputs may contain errors, unsupported claims, fabricated or inaccurate “proof,” third-party content, or material that is not compliant with applicable law or platform policies.

6.3 Substantiation.Before using any Output, you are responsible for possessing adequate substantiation for all objective claims (including performance, superiority, “#1,” pricing, and comparative claims), consistent with the Federal Trade Commission Act, the Lanham Act, and applicable advertising laws and self-regulatory standards. Comparative claims referencing named competitors are made by you and are your responsibility.

6.4 Platform and Legal Compliance. You are responsible for ensuring each Output complies with the advertising policies of any platform on which you run it (for example, Meta, Google, TikTok, LinkedIn, YouTube) and with all applicable laws, including disclosure, endorsement, sweepstakes, healthcare, financial, and sector-specific advertising rules.

6.5 No Warranty of Outputs.We make no representation or warranty that any Output is accurate, original, substantiated, non-infringing, or suitable for use, and we disclaim all liability arising from your use of Outputs. See Sections 12–13.

7. Acceptable Use

Your use of the Service is subject to the Vidify Acceptable Use Policy at vidifyads.com/acceptable-use, incorporated by reference. Without limiting it, you must not use the Service to generate or distribute advertising that is unlawful, deceptive, or fraudulent; that infringes intellectual property or misuses a third party’s name, voice, image, or likeness without authorization (including synthetic or “deepfake” depictions); that violates right-of-publicity, digital-replica, or biometric-privacy laws; that targets or exploits minors; or that violates the terms of any Source platform or destination ad platform.

8. Fees, Subscriptions, and Renewals

8.1 Fees. You agree to pay all fees per the applicable pricing or order form. Except as stated or required by law, fees are non-refundable.

8.2 Payment Processing.Payments are processed by Stripe; you agree to the processor’s terms. We do not store full payment card data.

8.3 Auto-Renewal. Subscriptions automatically renew for successive periods at the then-current price unless cancelled before the renewal date. You may cancel at any time through your account, using a method at least as simple as the one used to subscribe.

8.4 Taxes. Fees exclude taxes; you are responsible for applicable taxes other than taxes on our income.

8.5 Changes. We may change fees prospectively on notice; changes apply at your next renewal.

9. Confidentiality

9.1 Definition.“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or that a reasonable person would understand to be confidential from its nature and the circumstances of disclosure. Your Inputs, Sources, and Outputs are your Confidential Information.

9.2 Obligations.The Recipient will protect Confidential Information with at least reasonable care, use it only to exercise its rights and perform its obligations under the Agreement, and not disclose it except (a) to personnel, affiliates, and contractors who need it and are bound by confidentiality obligations no less protective than these, and (b) as described in Section 5.3, to third-party AI and media-generation providers, whose processing is governed by those providers’ own terms rather than by this Section. Nothing in these Terms requires either party to disclose any Confidential Information to the other.

9.3 Exceptions.These obligations do not apply to information that (a) is or becomes publicly available through no fault of the Recipient; (b) was known to the Recipient without a duty of confidentiality before disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Recipient without use of the Discloser’s Confidential Information.

9.4 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation, or legal process, provided it gives prompt notice where legally permitted and reasonably cooperates in any effort to obtain confidential treatment.

9.5 Relationship to other provisions. This Section does not limit our use of de-identified or aggregated data as permitted by Section 5.2, the transmission of Inputs to third-party AI providers and their processing as described in Section 5.3, our processing of personal data under the Privacy Policy and the Data Processing Terms, or our use of Feedback under Section 4.5.

9.6 Survival. Confidentiality obligations survive for three (3) years after termination, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

10. Intellectual Property in the Service

We and our licensors own all rights in the Service, the Vidify CLI, and all related software, models, and materials, excluding your Inputs and the Outputs owned by you under Section 4. No rights are granted except as expressly stated.

11. Term; Suspension; Termination

11.1 Term. These Terms apply while you use the Service.

11.2 Suspension. We may suspend access to protect the Service, for non-payment, or for suspected violation of these Terms or the Acceptable Use Policy.

11.3 Termination.Either party may terminate for material breach uncured after 30 days’ notice; you may terminate by closing your account. We may terminate or discontinue the Service on thirty (30) days’ notice, refunding any pre-paid, unused fees except where terminated for your breach.

11.4 Effect.On termination, your license to the Service and CLI ends; you may retain Outputs you already own. Sections that by their nature survive (including Sections 3–6, 9, 10, 12–16) survive.

12. Disclaimers

THE SERVICE, THE VIDIFY CLI, AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY THAT OUTPUTS WILL BE SUBSTANTIATED, COMPLIANT, OR FIT FOR ADVERTISING USE. BETA, PREVIEW, AND STAGING FEATURES ARE PROVIDED WITHOUT ANY WARRANTY AND MAY CHANGE OR BE WITHDRAWN AT ANY TIME.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR LOST PROFITS OR DATA. OUR TOTAL LIABILITY WILL NOT EXCEED THE FEES YOU PAID FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. These limits do not apply to your indemnification obligations under Section 14, either party’s breach of Section 9 (Confidentiality), or where the limitation is prohibited by law.

14. Indemnification by You

You will defend and indemnify Speechify, its affiliates, and their respective officers, directors, employees, and agents against any third-party claim, and pay any damages, costs, and reasonable attorneys’ fees finally awarded or agreed in settlement, arising from (a) your Inputs and Sources; (b) your use, publication, or distribution of Outputs, including advertising-claim, substantiation, comparative-advertising, intellectual-property, publicity/likeness, and platform-policy claims; (c) your breach of these Terms or the Acceptable Use Policy; and (d) your violation of applicable law. We will give you prompt notice of the claim, reasonable cooperation at your expense, and control of the defense, except that you may not settle any claim in a way that imposes liability or admits fault on our part without our prior written consent.

15. Governing Law; Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS OR REPRESENTATIVE PROCEEDING.

15.1 Governing Law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Florida, excluding its conflict-of-laws rules.

15.2 Informal Resolution First.Before initiating arbitration, the party raising a dispute will send the other a written notice describing the dispute, the relief sought, and the sending party’s contact information, to [email protected]or to your account’s registered address. The parties will attempt in good faith to resolve the dispute for sixty (60) days after that notice. This step is a condition precedent to commencing arbitration, and any applicable limitations period is tolled during it.

15.3 Agreement to Arbitrate.Except as provided in Section 15.7, any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or the relationship between the parties — whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether arising before or after termination — will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, as modified by this Section. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Section. Questions of arbitrability, including the scope, applicability, enforceability, and validity of this Section, are delegated to the arbitrator, except that a court has exclusive authority to decide the enforceability of the class-action waiver in Section 15.5.

15.4 Arbitrator, Seat, and Procedure. The arbitration will be conducted by one arbitrator, except that if the amount in controversy exceeds US$1,000,000 either party may require a panel of three. The seat of arbitration is Miami-Dade County, Florida; hearings may be conducted remotely by videoconference, and either party may request that they be. The arbitrator will issue a reasoned written award, may award any relief available in a court of competent jurisdiction to the individual party seeking relief, and may not award relief to or against any person who is not a party. Judgment on the award may be entered in any court of competent jurisdiction.

15.5 Class Action Waiver. Each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding. The arbitrator may not consolidate or join the claims of more than one party and may not preside over any form of class or representative proceeding. If this Section 15.5 is found to be unenforceable as to any claim or request for relief, then the entirety of Section 15.3 (Agreement to Arbitrate) is null and void as to that claim or request for relief, which will instead be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and the parties consent to the personal jurisdiction of, and venue in, those courts. The remainder of this Section 15 survives.

15.6 Coordinated and Mass Filings.If twenty-five (25) or more demands for arbitration raising substantially similar claims are filed against a party by or with the assistance of the same counsel or coordinated entity, the parties will cooperate with the AAA to administer them under the AAA’s applicable supplementary rules for multiple case filings, including the staged selection and adjudication of representative bellwether cases and the abatement of remaining filings pending their resolution. Any applicable limitations period is tolled for abated filings.

15.7 Exceptions.Notwithstanding Section 15.3, either party may bring an action in the state or federal courts located in Miami-Dade County, Florida seeking temporary, preliminary, or permanent injunctive or other equitable relief for actual or threatened (a) infringement or misappropriation of intellectual property rights, (b) breach of Section 9 (Confidentiality), or (c) unauthorized access to, or misuse of, the Service, the Vidify CLI, or API keys. Seeking such relief does not waive either party’s right to arbitrate any other claim.

15.8 Confidentiality of Proceedings. The parties will keep the existence, content, and results of any arbitration confidential, except as necessary to prepare or conduct the arbitration, to enforce or challenge an award, or as required by law.

15.9 Fees and Costs.Administrative and arbitrator fees are governed by the AAA rules. Each party bears its own attorneys’ fees and costs, except where a statute or these Terms provide otherwise, or where the arbitrator determines a claim or defense was frivolous or brought for an improper purpose.

15.10 Severability. If any provision of this Section 15 other than Section 15.5 is found unenforceable, it will be severed and the remainder will continue in effect. Section 15.5 is governed by the blow-up provision in that Section rather than by this Section 15.10.

16. General

16.1 Changes to These Terms.We may modify these Terms from time to time. For material changes, we will provide at least thirty (30) days’ advance notice by email to your registered address or through the Service, and the changes take effect on the stated effective date. Non-material changes take effect on posting. If you do not agree to a material change, your remedy is to stop using the Service and terminate your account before the effective date, in which case we will refund any pre-paid, unused fees on a pro-rata basis. Your continued use of the Service after the effective date constitutes acceptance. No amendment to Section 15 (Dispute Resolution) will apply to any dispute for which a notice under Section 15.2 was given before the amendment’s effective date.

16.2 Assignment.You may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without our prior written consent, except that you may assign them in their entirety, on written notice to us, to a successor in connection with a merger, acquisition, or sale of all or substantially all of your assets — provided that the successor is not a competitor of Speechify or Vidify, in which case our prior written consent is required. We may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. Any attempted assignment in violation of this Section is void. These Terms bind and benefit the parties’ permitted successors and assigns.

16.3 Entire Agreement; Order of Precedence. These Terms, together with the Acceptable Use Policy, the Privacy Policy, the Data Processing Terms (United States), and any order form or written agreement executed by both parties, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings on that subject. In the event of conflict, the following order of precedence applies: (a) a mutually executed order form or written agreement; (b) the Data Processing Terms, as to data-protection matters; (c) these Terms; (d) the Acceptable Use Policy. No term contained in any purchase order, vendor portal, procurement system, or other Customer-issued document will apply or modify these Terms, regardless of any failure to object. Neither party has relied on any representation not expressly set out in these Terms.

16.4 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions will continue in full force. This Section does not apply to Section 15, which is governed by Sections 15.5 and 15.10.

16.5 No Waiver. No failure or delay by either party in exercising any right under these Terms constitutes a waiver of that right, and no waiver is effective unless in writing and signed by the waiving party. A waiver on one occasion does not waive any subsequent occasion.

16.6 Force Majeure.Neither party is liable for any delay or failure to perform (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disaster, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action, and failures or interruptions of the internet, utilities, hosting providers, or third-party model, media-generation, or research providers on which the Service depends, including any provider’s discontinuation, modification, deprecation, or rate-limiting of a model or API.

16.7 Notices. We may give notice to you by email to the address registered on your account, through the Service, or by posting on the Vidify website. You must give notice to us in writing to [email protected] with a copy to Speechify, Inc. · 382 NE 191st St PMB 69469 · Miami, FL 33179-3899. Notices are deemed given on the day sent by email (or, if sent after business hours, the next business day) and on receipt if delivered physically. You are responsible for keeping your registered contact information current.

16.8 Export Control and Sanctions. You represent and warrant that (a) you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive US sanctions or embargoes; (b) you are not identified on any US government restricted-party list, including the Specially Designated Nationals and Blocked Persons List, the Entity List, or the Denied Persons List, and are not owned or controlled by any such party; and (c) you will not access, use, export, re-export, or transfer the Service, the Vidify CLI, or any Output in violation of US export control or economic sanctions laws, including the Export Administration Regulations and regulations administered by the Office of Foreign Assets Control.

16.9 US Government End Users.The Service and the Vidify CLI are “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. US Government end users acquire them with only those rights set out in these Terms, consistent with 48 C.F.R. §§ 12.212 and 227.7202-1 through 227.7202-4.

16.10 Relationship of the Parties; No Third-Party Beneficiaries. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, franchise, or employment relationship, and neither party has authority to bind the other. These Terms confer no rights or remedies on any person other than the parties and their permitted successors and assigns.

16.11 Headings; Interpretation.Headings are for convenience only and do not affect interpretation. “Including” and “include” mean “including without limitation.” References to a Section include its subsections.