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

Maxfusion AI s.r.o. ("Maxfusion", "we", "us") is a company registered in Czech Republic with its registered office at Školská 660/3, Hlavní město Praha, 110 00, Praha 1, Czech Republic.

2. Definitions

API: The programmatic interface made available by Maxfusion that enables the Client to trigger generation of Videos or otherwise interact with the Platform.

Creator: A third‑party talent whose image and/or voice appears in a Video Model.

Integrated Elements: Any Script, Client Video, data, logo, trademark or other content supplied by the Client or its Users for incorporation into a Video.

Offer: The pricing plan selected by the Client, either a Standard Offer listed on the Platform or a Custom Offer agreed in writing.

Platform: The web application located at https://app.maxfusion.ai and any successor URL operated by Maxfusion.

Services: All functionality provided by Maxfusion via the Platform or API, including but not limited to AI‑driven video generation.

Subscription: The recurring, fee‑bearing right to access the Services for a defined period, coupled with the allocation of Tokens.

Tokens: Units deducted from the Client’s Subscription for each Video or other chargeable action on the Platform.

User: Any natural person authorised by the Client to access a Workspace under the Client’s Subscription.

Video: The audiovisual output generated through the Platform or API.

Video Model: A pre‑recorded template clip made available on the Platform which may feature a Creator whose likeness or voice is licensed to Maxfusion.

Workspace: A dedicated tenant area on the Platform associated with a single Subscription.

3. Purpose and Hierarchy of Contract Documents

1. These Terms set out the sole basis of the contractual relationship between Maxfusion 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 consumer law of Czech Republic). 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. Maxfusion 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. Maxfusion 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. Ten Tokens are 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 10.1.

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 Maxfusion to access basic account information strictly for authentication.

5. Image Generation Allowance.

   (a) Each Subscription tier includes a monthly allowance of AI-generated images at no additional charge beyond the Subscription fee, as follows:

   • Starter: 0 images per month

   • Pro: 133 images per month

   • Max 500: 333 images per month

   • Max 1K: 666 images per month

   • Max 2K: 1,333 images per month

   (b) Images generated in excess of the monthly allowance are charged at the prevailing per-image rate, payable in Tokens.

   (c) Maxfusion reserves the right to modify the monthly image allowances and the per-image rate at any time. Continued use of the Services following any such modification constitutes acceptance of the revised terms.

   (d) Unused image allowances do not roll over to subsequent billing periods and expire at the end of each Subscription Period.

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, Maxfusion 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 Maxfusion.

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 Maxfusion. More than 40 requests per second is deemed abusive and may result in immediate suspension.

8.3 Additional Services

Maxfusion 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. Maxfusion employs commercially reasonable security measures.

2. Maintenance Windows. Corrective and progressive maintenance may require temporary suspension of the Services. Maxfusion 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. Maxfusion 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). Maxfusion 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 Maxfusion 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, Maxfusion 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 Maxfusion may demand immediate takedown.

5. Creator Takedown. If a Creator withdraws consent, Maxfusion 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.

6. Except on the Integrated Elements for which the Client is solely responsible, Maxfusion guarantees the Client that it holds all the necessary rights to grant the license. It guarantees that the Video does not constitute an infringement to the rights of third parties, whatever they may be.

13.4 Integrated Elements – Licence to Maxfusion

The Client grants Maxfusion a worldwide, royalty‑free licence for the Subscription term to (a) reproduce, adapt and transform Integrated Elements in order to deliver the Services; (b) 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 Maxfusion against all claims arising from the Integrated Elements or the Client’s use of Videos.

14. Testimonials and Marketing References

The Client authorises Maxfusion 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 Maxfusion 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 Maxfusion for losses resulting from breach of this Clause.

16. Maxfusion Obligations

1. Best‑Efforts Service. Maxfusion provides the Services with reasonable skill and care but does not guarantee uninterrupted availability or error‑free operation. Maxfusion 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. Maxfusion maintains industry‑standard administrative, physical and technical safeguards.

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

17. Limitation of Liability

1. Maxfusion’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 the law of Czech Republic.

3. In no event is Maxfusion 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 Maxfusion’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 Czech Data Protection Act.

2. Where Maxfusion 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 Maxfusion'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 Maxfusion. Maxfusion 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

Maxfusion may amend these Terms at any time. Continued use of the Services 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 Maxfusion’s prior written consent. Maxfusion 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 Czech Republic. The courts of Czech Republic 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.

© Maxfusion AI s.r.o. – All rights reserved.