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.

Credits: Units deducted from the Client's Subscription for Videos, images, audio, and other chargeable actions on the Platform. Any reference to "Tokens" in an Offer or on the Platform means Credits.

Services: All functionality provided by Maxfusion via the Platform, the API, or the Maxfusion MCP server, including without limitation AI-driven video, image, and audio generation, workflow automation, and research and analysis tools.

Third-Party Model: A generative AI model operated by a third-party provider and made available through the Platform.

Talking Actor Video: A Video generated from a Video Model and featuring a Creator.

Credit Booster: A one-time purchase of additional Credits within a current billing period.

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

User: Any natural person authorized 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. Credits. Each Subscription allocates a monthly number of Credits. Credits are consumed for each generation or other chargeable action at the rate published on the Platform at the time of the request. Rates vary by model, output resolution, and duration, and Maxfusion may update them at any time with effect for future generations. Credits expire at the end of the Subscription Period and are non-refundable, except where carried over in accordance with Clause 10.1.

3. Credit Boosters. Where offered for the Client's Subscription tier, the Client may purchase Credit Boosters as one-time top-ups within a billing period. Booster Credits are added to the Workspace upon confirmed payment, expire at the end of the current billing period, do not roll over, and are non-refundable. Availability, sizes, prices, and purchase limits of Credit Boosters are as published on the Platform.

4. 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.

5. 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.

6. Image Generation Allowance.

   (a) Certain Subscription tiers include a monthly allowance of image generations at no Credit cost with selected models, and/or unlimited image generations with selected models, in each case as published on the Platform at the time of generation.

   (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.

   (e) The monthly image generation allowance under Clause 6.6(a) terminates immediately upon cancellation of the Subscription. Following cancellation, each image generation consumes Tokens at the prevailing per-image rate published on the Platform.

   (f) Free and unlimited generation allowances are provided for the Client's ordinary business creative use. Systematic extraction, resale of generation capacity, or any usage pattern that materially exceeds normal business use or degrades the Services for other clients is prohibited. Maxfusion may throttle, queue, or, after notice where practicable, suspend such usage without liability or refund.
   
   

7. No Refunds.

   (a) All payments made for Subscriptions, Credit purchases, Credit Boosters, and any other fees are final at the moment of purchase and non-refundable. No refunds will be issued for partial billing periods, unused Credits, unused allowances, or unused features.

   (b) If a Subscription is cancelled, access to the Services continues until the end of the current billing period, after which no further charges will be made and no refund will be provided for the remaining period.

   (c) Maxfusion reserves the right to issue refunds or credits at its sole discretion on a case-by-case basis.

   (d) No Refunds for Output Quality. The Client acknowledges that generative AI output is inherently variable and non-deterministic, and may contain errors, artifacts, inaccuracies, or so-called hallucinations, or may otherwise differ from the Client's expectations or intended result. Such variability is an inherent characteristic of the Services and does not constitute a defect. Dissatisfaction with the creative or technical quality of any generated Video, image, or audio, including mispronunciations, visual artifacts, hallucinations, or results the Client does not like, does not entitle the Client to any refund, reimbursement of Credits, or compensation. Credits are consumed upon generation irrespective of the Client's satisfaction with the output, and the Client acknowledges, in accordance with Clause 16, that several generations, each consuming Credits, may be required to achieve the intended result.

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 Generation Services. The Platform enables the Client to generate Videos, images, and audio through multiple modes, including: (a) Talking Actor Videos combining a Video Model or Client Video with a Script, with speech synchronization and voice cloning; (b) image and video generation using first-party and Third-Party Models; (c) workflow automation on the Flows canvas, where the output of one step may be used as the input of another; and (d) voice creation and voice replacement tools. Different generations, models and tools consume Credits in accordance with Clause 6.2.

8.2 API and MCP Access. Access to the API and to the Maxfusion MCP server is included in the Subscription tiers indicated on the Platform and is subject to the published documentation and rate limits. Maxfusion may adjust rate limits at any time and may throttle or suspend usage that exceeds them or that Maxfusion reasonably deems abusive. The Client is fully responsible for all actions performed on its Workspace through the API or MCP, including actions initiated by automated agents acting on the Client's behalf.

8.4 Third-Party Models. Certain models available on the Platform are operated by third-party providers. Maxfusion may add, replace, or remove models at any time and does not guarantee the continued availability of any specific model. Generations using Third-Party Models must also comply with the applicable provider's content policies.

8.5 Third-Party Integrations. Where the Client connects its own account with a third-party service (for example ElevenLabs), use of that account is governed by the third party's terms, consumes the Client's own entitlements with that third party, and Maxfusion is not liable for the third party's services, availability, or costs.

8.6 Beta and Lab Features. Features identified as beta or early access are provided as-is, may be modified or withdrawn at any time, and are excluded from any support or availability commitments.

8.7 Research Tools. Research features provide access to publicly available third-party advertising content for inspiration and analysis. The Client is solely responsible for its use of such content and for its own advertising output, including ensuring that it does not infringe third-party rights.

8.8 Professional Services. Where an Offer includes done-for-you deliverables or dedicated strategist support, the scope is as described in the Offer. Deliverables are licensed on the same basis as Videos under Clause 13.3.

8.9 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 under Czech law implementing Directive 2011/7/EU on combating late payment in commercial transactions).

5. Overage. If the Client exhausts its Tokens:

   • Standard Offer: the Client may wait until the next renewal, upgrade its Subscription, or purchase a Credit Booster where available for its tier.

   • 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. No Video may be used: (a) for illegal, harmful, hateful, harassing or discriminatory content; (b) for deceptive advertising; (c) to operate a service competing with the Platform; or (d) contrary to applicable advertising-platform rules. In addition, a Talking Actor Video must not be used: (e) in any manner prejudicial to the dignity, integrity or moral rights of the Creator; or (f) as input to any AI system outside the Platform for the purpose of cloning, modifying, or re-generating the Creator's likeness or voice, including the creation of deepfakes of the Creator.

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 for the Integrated Elements, for which the Client is solely responsible, Maxfusion warrants that it holds the rights and Creator consents necessary to grant the license in this Clause 13.3 in respect of Video Models and Creator likenesses and voices. Owing to the nature of generative AI, Maxfusion does not warrant that model outputs are free of similarity to third-party content, and the Client remains responsible for its own use of the Videos in its advertising.

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.

13.6 Client-Supplied Likenesses.

Where the Client uploads or supplies images, video, or audio featuring a real person, including for actor creation, voice cloning, or speech synchronization, the Client warrants that it has obtained all rights and consents necessary, including that person's informed consent to the AI-based processing and commercial use of their likeness and voice. Creating content depicting a real person without such consent is strictly prohibited. The Client indemnifies Maxfusion against all claims arising from Client-supplied likenesses. Maxfusion may require evidence of consent at any time and may remove content and suspend the Workspace where it reasonably suspects a violation.

14. Testimonials and Marketing References

The Client authorizes 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.

6. comply with all disclosure and labeling obligations applicable to AI-generated or synthetic content in the jurisdictions where the Client uses the Videos, including, where applicable, Article 50 of Regulation (EU) 2024/1689 (the EU AI Act);

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 (for example faces or voices in Integrated Elements), Maxfusion acts as processor within the meaning of Article 28 GDPR and this Clause constitutes the data processing agreement between the parties. In respect of such data, Maxfusion shall: (a) process it only to the extent necessary to provide the Services and in accordance with the Client's documented instructions; (b) ensure that persons authorised to process it are bound by confidentiality; (c) implement appropriate technical and organisational measures in accordance with Article 32 GDPR; (d) engage sub-processors, including hosting and AI model providers, under equivalent data-protection obligations, remaining liable for their performance, the Client hereby granting general authorisation for such engagement; (e) taking into account the nature of the processing, assist the Client with data-subject requests and with the Client's obligations under Articles 32 to 36 GDPR; (f) delete or return the personal data at the end of the Subscription, unless storage is required by law; and (g) make available to the Client information reasonably necessary to demonstrate compliance with this Clause.

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 cancel the Subscription at any time via the subscription settings in the Workspace. Cancellation takes effect at the end of the current billing period, and the Client retains access to the Services until then, except that free image generation allowances terminate immediately upon cancellation in accordance with Clause 6.6(e). No further charges are made after the period ends and no refund is provided for the remaining period. The Client is responsible for downloading its Videos before the end of the Period; access ceases 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.

   The Client’s monthly image generation allowance under Clause 6.5(a) terminates upon the effective date of termination; any subsequent image generation shall consume Tokens at the prevailing per-image rate.

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.