Term of service

Effective March 6, 2026

Welcome to Utopai Studios, Inc’s. Pai, a cinematic storytelling engine (“Engine”) billed for narrative continuity and story-level creative control. In these Terms, when we say you or your, we mean both you and any entity you are authorized to represent, such as your employer. When we say we, us, or our, we mean Utopai Studios, Inc. The Data Privacy terms appearing on our website for the Engine are incorporated herein by reference.

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1. Engagement

These Terms apply from when you sign up for an account with us, until the date on which your account with us is terminated, whether by yourself or in accordance with these Terms.

You shall have the right to use the Engine for this period of time only.

These Terms form our agreement with you, and set out our obligations as a service provider and your obligations as a customer.

Your use of the Engine is subject to these Terms and acceptance of these Terms, which acceptance forms a material inducement for our permitting access to the Engine.

By using or registering to use the Engine, you are affirming that you have read and agree to these Terms.

If you are accepting these terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms. If you do not have the required authority, you must not use or register to use the Engine.

If you are under the age of 18, you have obtained the consent of your parents or guardian or supervision of a responsible adult to establish an account with us and use the Engine.

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2. No Copying

You are not allowed to copy, or modify the Engine or any part of the Engine.

You are not allowed to attempt to extract the source code of the Engine and you shall not try to translate the Engine into other languages, or make derivative versions thereof.

The Engine and the trademarks, copyright, database rights, and other intellectual property rights related to it remain the property of Utopai Studios, Inc.

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3. Changes to These Terms

We may unilaterally amend or update these Terms from time to time.

Thus, you are advised to review this page periodically for any changes and we will attempt to notify you of any changes.

These changes are effective immediately after they are posted and any continued use of the Engine will indicate acceptance of the revised Terms.

Should you not wish to accept such revised Terms, you should terminate your account.

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4. Platform License

While you have an account, we grant you the right to use the Engine (which may be suspended or revoked in accordance with these Terms).

This right cannot be passed on or transferred to any other person.

You must not:

(a) Access or use the Engine in any way that is improper or breaches any laws, infringes any person’s rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability.

(b) Interfere with or interrupt the availability of the Engine, or any other person’s access to or use of the Engine.

(d)Use any unauthorized or modified version of the Engine, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorized access to the Engine.

(e) Attempt to access any data or log into any server or account that you are not expressly authorized to access.

(f) Use the Engine in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing.

(g) Circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party.

(h) Access or use the Engine to transmit, publish, or communicate material that is defamatory, offensive, abusive, indecent, menacing, harassing, or unwanted, including but not limited to:

Using the Engine to transmit or publish any harassing, indecent, obscene, fraudulent, unlawful, or harmful material.
Using the Platform to send unauthorized advertising, spam, or solicitation or to harvest, collect, or gather user data without the user’s express consent.
Generating content that includes impersonations of any real person or falsely portrays an individual in a misleading or defamatory way.
Generating content that includes depictions of sexual abuse, sexual violence, explicit pornography, or any form of non-consensual acts.
Generating content that includes depictions of child nudity, child pornography, or any form of child exploitation.
Generating content that includes depictions of acts that involve non-consent, sexual or otherwise.
Generating content that includes depictions of animal cruelty or harm to animals, including acts of violence or torture.
Generating content that includes explicit depictions of gore or extreme violence.
Generating content that promotes or incites hatred, violence, discrimination, or harm based on race, ethnicity, religion, gender, sexual orientation, or any other protected characteristic.
Generating content that intentionally endangers or threatens the safety, security, or well-being of any individual or group.
Otherwise generating content that, in our sole discretion, is deemed unsuitable, obscene, offensive, or contrary to community standards and user expectations.

5. Ownership of Inputs & Outputs

In connection with your use of the Engine, you will submit text, documents, images, videos or other inputs to our Engine (“Inputs”) and receive output generated by the Engine (“Outputs”).

Inputs and Outputs are collectively referred to as Content.

By submitting Inputs to the engine, you represent, warrant, and agree that you have all rights, licenses, and permissions necessary for us to use and process the Inputs and to generate Outputs.

Of course, you retain ownership of any Inputs.

As between you and us and subject to your compliance with these Terms, ownership of any intellectual property rights in any Output created while using the Engine will vest in you upon creation.

Nonetheless, it is up to you to determine whether any intellectual property rights in your Output are protectable.

You grant us a nonexclusive, irrevocable, perpetual, royalty-free, worldwide, and transferable right and license to use, publish transmit, publicly display, and distribute your Output for providing, maintaining, promoting, improving and marketing the Engine, including training models, developing new offerings or for any other purpose, provided we will not exploit your Output for direct financial gain.

Unless you have a paid subscription, you will not make a commercial use of the Output, that is, you will not use the Output in any manner intended to generate direct or indirect financial gain.

6. Indemnification

You agree to defend, indemnify, and hold us, our affiliates, our and our affiliates’ officers directors, employees, and contractors harmless from and against any and all claims, expenses, liabilities, and costs (including attorneys' fees) arising out of your use of the Engine or these Terms, including, without limitation, any use of the Engine that is in breach of the restrictions set forth in paragraphs 4 or 5 above.

7. Warranty Disclaimer

The license to use the Engine is provided as-is and with all faults and defects without warranty of any kind.

To the maximum extent permitted under applicable law, we, on our own behalf and on behalf of its affiliates and our and their respective licensors and service providers, expressly disclaim all warranties, whether express, implied, statutory or otherwise, with respect to the use of the Engine including all implied warranties of merchantability, fitness for a particular purpose, warranties of title, noninfringement, fitness for a particular purpose and warranties that may arise out of course of dealing, course of performance, usage or trade practice.

Without limitation to the foregoing, we provide no warranty or undertaking, and make no representation of any kind that the use of the Engine will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error-free or that any errors or defects can or will be corrected.

8. Limitation of Liability

To the maximum extent permitted by law, in no event will we be liable for any:

(i) indirect, special, incidental, punitive or consequential damages

(ii) lost profits, revenue, use, data or goodwill

arising in any manner out of the use of the Engine or this agreement, whether based on breach of contract, tort (including negligence), strict liability, or otherwise and even if we have been advised of the possibility of such damage and even if a party’s remedies fail their essential purpose.

To the maximum extent permitted by applicable law, Utopai Studios’ total cumulative aggregate liability for any and all liabilities, obligations or claims arising out of or related to use of the Engine or arising out of or related to these Terms will be no more than Ten USD ($10.00 US).

9. Governing Law

These Terms will be governed by the laws of the United States and the laws of the State of California, without regard to conflict of laws principles.

10. Dispute Resolution

If a dispute arises between you and us concerning the use of the Engine or these Terms, both parties will initially attempt to resolve it amicably.

To start the resolution process the party raising the dispute will notify the other party.

The notified party will have 30 days to respond.

If the dispute remains unresolved after the response period, either party may commence an appropriate action.

It is mandatory to complete this informal dispute resolution process before initiating any legal proceedings, and you and we agreed to make good faith efforts to resolve the dispute amicably before commencing legal action.

11. Assignment

We may assign, delegate or transfer its rights or obligations under these Terms by any means or operation of law.

You agree that you will not transfer or assign these Terms or any of your rights and obligations by any means or by operation of law without our prior written consent.

Any attempted assignment not approved by us in a signed writing will be void and of no effect.

12. Notices

If we need to contact you about these Terms, you consent to receive such notices electronically, and you are responsible for keeping your notification email current.

13. Entire Agreement

Regarding the subject matter of these Terms, the parties agree that these Terms, including any agreements, policies or exhibits that are incorporated by reference, constitute the entire and exclusive agreement between the parties and supersede all prior and contemporaneous communications.

14. Severability

If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms which will remain in full force and effect.

15. No Waiver

No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

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