Terms & Conditions

Important: By subscribing to the Services or otherwise using the Platform, the Client agrees to be bound by these Terms & Conditions (the "Terms"). If the Client does not accept the Terms in full, the Services must not be accessed or used.

1. Company Information

Moonstone Digital Limited ("Moonstone Digital", "we", "us") is a company registered in Malta under VAT number MT 27166018 with its registered office at Centris Business Gateway, Level 2M, Triq Is‑Salib Tal‑Imrieħel, Zone 3, Central Business District, CBD 3020, Birkirkara, Malta.

2. Definitions

3. Purpose and Hierarchy of Contract Documents

1. These Terms set out the sole basis of the contractual relationship between Moonstone Digital and the Client and prevail over any conflicting purchase order or other document issued by the Client.

2. A Custom Offer (if any) prevails over the Terms in the event of express contradiction, solely for the points expressly identified as such.

3. The Payment Service Provider’s terms govern payment processing only. If a conflict arises, the present Terms prevail regarding the provision of Services.

4. Eligibility and Account Creation

1. The Services are intended exclusively for business users ("professional clients" within the meaning of Maltese consumer law). By subscribing, the Client warrants that it is acting for purposes within its trade, business, craft or profession.

2. The individual who completes the subscription process represents and warrants that he or she has full authority to bind the Client.

3. The Client must provide accurate, current and complete information and keep such information up‑to‑date. Moonstone Digital may suspend access if details are false, incomplete or out‑of‑date.

5. Technical Prerequisites

The Client is responsible for procuring and maintaining at its own cost: (a) a stable high‑speed internet connection, (b) a compatible, up‑to‑date web browser (Google Chrome recommended), and (c) hardware capable of running such browser. Moonstone Digital is not liable for degraded performance caused by the Client’s environment.

6. Subscription, Tokens and Workspace

1. Subscription Model. The Client subscribes to the Services on a monthly or annual basis as indicated in the Offer. A separate Subscription is required for each Workspace.

2. Tokens. Each Subscription allocates a number of Tokens. One Token is consumed for each Video generated (unless stated otherwise on the Platform). Tokens expire at the end of the Subscription Period and are non‑refundable, except where carried over in accordance with Clause 10.2.

3. Workspace & Users. Payment of the Subscription opens a Workspace. The first registered email address becomes the Workspace administrator, who may invite Users up to the limit stated in the Offer. The Client is fully liable for all actions of its Users.

4. Third‑party Sign‑In. If the Client elects to sign‑in via a supported third‑party identity provider, the Client authorises Moonstone Digital to access basic account information strictly for authentication.

7. Ordering Process

1. Standard Offer. The Client selects a Standard Offer directly on the Platform, reviews pricing, and confirms payment. The contract is formed upon payment confirmation.

2. Custom Offer. Following discovery discussions, Moonstone Digital issues a written summary and payment link. Acceptance occurs on receipt of payment.

3. Any acceptance subject to reservation or modification is deemed null unless expressly accepted in writing by Moonstone Digital.

8. Description of Services

8.1 Video Generation

The Platform enables the Client to generate Videos by combining:

• a chosen Video Model or Client Video; and

• a Script entered or uploaded by the Client. The Platform synchronises speech (lip‑sync), clones the Creator’s voice (or the original speaker in the Client Video) and composes the final Video. Multiple Videos may be produced from the same Script, each consuming one Token.

8.2 API Access

API access is available only under a Custom Offer and is subject to the API documentation and rate limits published by Moonstone Digital. More than 40 requests per second is deemed abusive and may result in immediate suspension.

8.3 Additional Services

Moonstone Digital may introduce new features or services from time to time. Unless expressly included in the Offer, such features may be subject to additional fees or terms.

9. Maintenance, Hosting and Support

1. Hosting. The Platform and Client data are hosted within the European Union with reputable hosting providers. Moonstone Digital employs commercially reasonable security measures.

2. Maintenance Windows. Corrective and progressive maintenance may require temporary suspension of the Services. Moonstone Digital endeavours to schedule maintenance outside peak hours and to provide advance notice where practicable.

3. Technical Support. Basic support is available Monday – Friday, 09:00–18:00 Central European Time via the in‑Platform chat or email. Response times are best‑efforts only unless otherwise agreed in a Custom Offer.

10. Modification of the Offer

10.1 Upgrades

The Client may upgrade to a higher‑tier Offer at any time. The new Offer becomes effective immediately upon payment, unused Tokens carry forward, and the billing cycle resets.

10.2 Downgrades

Downgrades take effect on the next renewal date. Unused Tokens from the higher tier are forfeited unless otherwise agreed in writing.

11. Term and Renewal

The Subscription starts on the payment date for the initial period specified in the Offer and renews automatically for successive periods of equal length (each a "Period") unless terminated in accordance with Clause 22.

12. Pricing, Billing and Payment Terms

1. Fees and Taxes. Prices are exclusive of VAT and any other applicable indirect taxes, which are charged in addition. The Client bears currency conversion and banking fees.

2. Invoicing. Moonstone Digital issues electronic invoices for each Period. The Client consents to receive invoices electronically.

3. Payment Method. Fees are paid by direct debit or another method offered via the Payment Service Provider. Alternative methods (e.g., bank transfer) must be pre‑approved.

4. Late Payment. Amounts outstanding after the due date accrue interest at eight (8) percentage points above the European Central Bank reference rate, plus a fixed recovery fee of €40 (or such higher amount permitted by the Late Payments in Commercial Transactions Regulations, S.L. 13.09). Moonstone Digital may suspend access until full settlement.

5. Overage. If the Client exhausts its Tokens:

   • Standard Offer: the Client must wait until the next renewal or upgrade.

   • Custom Offer: additional Tokens will be invoiced at the per‑unit price stated in the Offer.

13. Intellectual Property and Content Rights

13.1 Platform

All intellectual property rights in the Platform, its underlying software, databases and content (except Integrated Elements) belong exclusively to Moonstone Digital or its licensors. The Client receives a non‑exclusive, non‑transferable right to use the Platform during the Subscription solely for its internal business purposes.

13.2 Video Models – Strict Use Restrictions and Liquidated Damages

1. The Client must not copy, extract, reverse‑engineer, re‑use or redistribute any Video Model except as explicitly permitted by the Platform.

2. Liquidated Damages. Any unauthorised use triggers liquidated damages of five hundred thousand euro (€500,000) per breach, payable on demand and without prior notice, in addition to any actual damages.

13.3 Videos – License, Restrictions and Sanctions

1. License Grant. Subject to Integrated Elements, Moonstone Digital grants the Client a worldwide, non‑exclusive, non‑transferable license to use each Video. including the right to reproduce, distribute, publicly display and perform the Video and to make limited edits (cropping, adding music/text/subtitles, format changes, branding).

2. No Exclusivity. Owing to the nature of AI generation, similar or identical videos may be produced for other clients. The Client accepts this risk and waives any claim of exclusivity.

3. Prohibited Uses. The Video must not be used:

   • in any manner prejudicial to the dignity, integrity or moral rights of the Creator;

   • for illegal, harmful, hateful, harassing or discriminatory content;

   • for deepfake creation, deceptive advertising, or as input for other AI systems;

   • to operate a service competing with the Platform; or

   • contrary to applicable advertising‑platform rules.

4. Liquidated Damages. Each prohibited use incurs liquidated damages of €500,000 per violation and Moonstone Digital may demand immediate takedown.

5. Creator Takedown. If a Creator withdraws consent, Moonstone Digital may instruct the Client to delete affected Videos. The client will have 48 hours to remove all videos from client's social media accounts, ad accounts associate's and affiliates accounts. Failure to comply within the stated timeframe incurs a penalty of €100 per Video per day until deletion is confirmed.

13.4 Integrated Elements – Licence to Moonstone Digital

The Client grants Moonstone Digital a worldwide, royalty‑free licence for the Subscription term to (a) reproduce, adapt and transform Integrated Elements to deliver the Services; (b) train and improve Moonstone Digital’s AI models; and (c) showcase the resulting Videos for the purpose of promoting the Services, unless the Client opts out in writing for marketing use only.

13.5 Client Indemnity

The Client warrants that Integrated Elements do not infringe third‑party rights and indemnifies Moonstone Digital against all claims arising from the Integrated Elements or the Client’s use of Videos.

14. Testimonials and Marketing References

The Client authorises Moonstone Digital to use its name, logo and non‑confidential feedback as commercial references during the Subscription and for three (3) years thereafter, unless the Client withdraws consent in writing.

15. Client Obligations

The Client shall:

1. ensure Users comply with these Terms;

2. safeguard account credentials and notify Moonstone Digital of unauthorised use;

3. refrain from any activity that may impair the Platform’s integrity or security;

4. not copy, modify or resell the Services; and

5. fully indemnify Moonstone Digital for losses resulting from breach of this Clause.

16. Moonstone Digital Obligations

1. Best‑Efforts Service. Moonstone Digital provides the Services with reasonable skill and care but does not guarantee uninterrupted availability or error‑free operation. Moonstone Digital does not guarantee that the Video generated corresponds exactly to the Client's needs and the Client acknowledges that several Videos requiring several Credits may be necessary to achieve the result expected by the Client.

2. Security. Moonstone Digital maintains industry‑standard administrative, physical and technical safeguards.

3. Sub‑processors. Moonstone Digital may engage subcontractors, remaining liable for their performance.

17. Limitation of Liability

1. Moonstone Digital’s aggregate liability arising out of or in connection with the Services shall not exceed the total fees paid by the Client during the twelve (12) months preceding the event giving rise to liability.

2. Nothing in these Terms limits liability for death, personal injury, fraud or any liability which may not lawfully be excluded under Maltese law.

3. In no event is Moonstone Digital liable for indirect or consequential loss, loss of profits, business interruption or loss of data (subject to mandatory law).

18. Evidential Value of Electronic Records

The Client acknowledges that data stored on Moonstone Digital’s systems (including logs and timestamps) constitutes prima facie evidence of the execution of the Services and any financial obligations.

19. Personal Data

1. Each party acts as an independent data controller in respect of contact data exchanged for contract management and undertakes to comply with Regulation (EU) 2016/679 (GDPR) and the Maltese Data Protection Act (Chapter 586).

2. Where Moonstone Digital processes personal data on behalf of the Client (e.g., faces or voices in Integrated Elements), the parties shall execute a Data Processing Agreement in accordance with Article 28 GDPR.

3. Further information is available in Moonstone Digital’s Privacy Policy.

20. Confidentiality

Both parties must keep confidential all non‑public information disclosed in connection with the Services for the term of the Subscription and three (3) years thereafter, except for information that is public, independently developed, rightfully received from a third party or required to be disclosed by law or court order.

21. Force Majeure

Neither party is liable for delay or failure to perform its obligations (other than payment) due to events beyond its reasonable control, including natural disasters, strikes, cyber‑attacks, governmental acts or internet failures. The affected party shall notify the other without undue delay. If the force‑majeure event persists for more than thirty (30) consecutive days, either party may terminate the Subscription with immediate effect by written notice.

22. Suspension and Termination

1. Termination by Client. The Client may terminate the Subscription via the Workspace support tool at least 72 hours before the renewal date. The Client is responsible for downloading its Videos before termination; access ceases immediately at the end of the Period.

2. Termination by Moonstone Digital. Moonstone Digital may terminate immediately on written notice if the Client:

   • fails to pay fees within ten (10) days of written reminder;

   • provides false or incomplete information;

   • breaches intellectual‑property, confidentiality or acceptable‑use obligations;

   • engages in illegal or fraudulent activity; or

   • fails to delete a Video upon valid Creator takedown request.

3. Effect of Termination. All sums due become immediately payable. Sections intended to survive (including Clauses 12.4, 13, 15, 17, 18, 20, 25) remain in force.

23. Amendments

Moonstone Digital may amend these Terms by giving the Client at least ten (10) calendar days’ notice via email. Continued use of the Services after the effective date constitutes acceptance. If the Client objects, it may terminate the Subscription in accordance with Clause 22.1 before the changes take effect.

24. Miscellaneous

1. Assignment. The Client may not assign its rights or obligations without Moonstone Digital’s prior written consent. Moonstone Digital may assign the contract as part of a merger, acquisition or corporate reorganisation.

2. Severability. If any provision is held invalid, the remaining provisions remain enforceable. The parties shall replace the invalid provision with a valid provision that best reflects the original intent.

3. No Waiver. Failure to enforce any right is not a waiver of that right.

25. Governing Law and Jurisdiction

These Terms are governed by the laws of Malta. The courts of Malta have exclusive jurisdiction over any dispute not resolved amicably within two (2) months of written notice of the dispute.

26. Language

The English version of these Terms prevails over any translation.

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