Terms of Service

COCO AI, INC.

(d/b/a Coco Labs)

Last Updated: October, 2026

These Terms of Service (these “Terms”) are a legally binding agreement between you and Coco AI, Inc., a Delaware corporation doing business as Coco Labs (“Coco Labs,” “we,” “us,” or “our”). These Terms govern your access to and use of our websites located at www.cocolabs.ai and www.vybstudio.ai, the vyb Studio platform, our Waitlist, and the other Services described below.

PLEASE READ THESE TERMS CAREFULLY. SECTION 25 CONTAINS A BINDING ARBITRATION AGREEMENT AND A CLASS ACTION AND JURY TRIAL WAIVER THAT, IF YOU ARE LOCATED IN THE UNITED STATES, REQUIRE YOU TO RESOLVE MOST DISPUTES WITH US THROUGH INDIVIDUAL ARBITRATION RATHER THAN IN COURT OR THROUGH A CLASS ACTION, UNLESS YOU OPT OUT AS DESCRIBED IN SECTION 25.10. SECTION 25 DOES NOT APPLY TO CONSUMERS LOCATED IN THE EUROPEAN ECONOMIC AREA, SWITZERLAND, OR THE UNITED KINGDOM.

You accept these Terms by clicking or tapping a button or checking a box indicating that you agree to them, by joining our Waitlist after being presented with these Terms, by creating an Account, or by otherwise accessing or using the Services after being presented with these Terms. If you access or use the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case “you” and “your” refer to that entity. If you do not have that authority, or if you do not agree to these Terms, you may not access or use the Services.

Our Privacy Policy, which is available on the Sites, explains how we collect, use, and disclose Personal Data. Please review it carefully.

1. DEFINITIONS

Capitalized terms have the meanings set forth below or where they are first defined in these Terms.

1.1 “Account” means an account registered to access the vyb Studio Platform or any other Service that requires registration.

1.2 “Additional Terms” means any supplemental terms, policies, or guidelines that we make available for particular features, offerings, or Services, including the API Terms, each of which is incorporated into these Terms when you accept it or use the applicable feature, offering, or Service.

1.3 “API” means any application programming interface, software development kit, or related developer tool that we make available to enable programmatic access to the Models or other Services.

1.4 “Applicable Law” means all laws, statutes, regulations, ordinances, rules, orders, and binding regulatory requirements applicable to a party, to the Services, or to the relevant activity, including those governing data protection, privacy, consumer protection, artificial intelligence, intellectual property, export controls, and economic sanctions.

1.5 “Authorized User” means an individual whom a Business User authorizes to access and use the Services under the Business User’s Account.

1.6 “Business User” means any entity, or any individual acting on behalf of an entity or for purposes relating to that individual’s trade, business, craft, or profession, that accesses or uses the Services, including any customer under an Enterprise Agreement.

1.7 “Consumer” means an individual who accesses or uses the Services for purposes wholly or mainly outside that individual’s trade, business, craft, or profession.

1.8 “Credits” means units of usage that are allotted to or purchased for an Account and that are consumed when certain features of the Services are used, as described on the Sites, in the Services, or in an Enterprise Agreement.

1.9 “Documentation” means the user guides, help center content, technical documentation, usage limits, and policies that we make available for the Services, as updated from time to time.

1.10 “Enterprise Agreement” means a written order form, master agreement, or other agreement executed by you and us that governs your access to the Services, together with any data processing addendum or other document incorporated into it.

1.11 “Feedback” means any suggestions, comments, ideas, ratings, reviews, bug reports, or other feedback that you provide regarding the Services, the Models, or any Output, including through thumbs-up, thumbs-down, or similar rating features.

1.12 “Free Tier” means access to the Services provided without charge, including any early access, beta, preview, or promotional access, but excluding any free trial of a Paid Plan.

1.13 “Inputs” means any prompts, text, instructions, images, logos, brand assets, files, data, or other materials that you or your Authorized Users submit, upload, or otherwise provide to the Services.

1.14 “Models” means the artificial intelligence and machine learning models, including generative models, that we develop, train, fine-tune, host, or otherwise use to provide the Services, including Third-Party Models.

1.15 “Outputs” means the images, designs, graphics, text, and other content that the Services generate in response to Inputs, including any modifications of that content generated by the Services.

1.16 “Paid Plan” means any subscription plan, Credit package, or other offering for which you pay fees, whether purchased through the Services or under an Enterprise Agreement, including any free trial of such an offering.

1.17 “Personal Data” means any information relating to an identified or identifiable natural person, and any information defined as “personal data,” “personal information,” or a similar term under Applicable Law.

1.18 “Privacy Policy” means our privacy policy, as updated from time to time, which is available on the Sites.

1.19 “Public Gallery” means any area of the Services or the Sites, and any of our social media accounts, marketing materials, or other channels, in which we display Outputs to the public or to other users.

1.20 “Services” means the Sites, the vyb Studio Platform, the Models, the API, the Waitlist, the Documentation, and all related software, features, content, and services that we make available, as updated from time to time.

1.21 “Sites” means our websites located at www.cocolabs.ai and www.vybstudio.ai, and any successor or related website that we operate and that links to these Terms.

1.22 “Third-Party Models” means artificial intelligence models, application programming interfaces, and related services that are developed or operated by third parties and that we integrate into or use to provide the Services.

1.23 “Third-Party Services” means any websites, applications, services, content, or materials provided by third parties, including Third-Party Models, single sign-on providers, analytics providers, and payment processors.

1.24 “Usage Data” means technical, log, and usage information relating to access to and use of the Services, including device, browser, and performance information, diagnostic data, Credit consumption, and interaction signals (such as which Outputs are selected, downloaded, regenerated, approved, or rejected, and the categories and frequency of edits made to Outputs), but excluding the content of Inputs and Outputs.

1.25 “vyb Studio Platform” means our AI visual design generation platform made available at www.vybstudio.ai, through which users may create brand profiles, submit Inputs, generate and edit Outputs, and use related features.

1.26 “Waitlist” means any waitlist, early access program, or registration of interest that we operate through the Sites.

1.27 “Your Content” means your Inputs and your Outputs, collectively.

2. THE SERVICES

2.1 Overview. Coco Labs is an applied artificial intelligence research lab that develops models for AI visual design. The www.cocolabs.ai Site provides information about Coco Labs and enables individuals to join our Waitlist. The vyb Studio Platform enables users to create brand profiles (including by uploading logos and other brand assets), submit Inputs, and generate and edit visual designs through a graphical interface and a conversational interface. Users may also generate Outputs without creating a brand profile.

2.2 Proprietary and Third-Party Models. The Services use Models that we develop or adapt, which may be built on or derived from openly licensed models, alone or in combination with Third-Party Models. We may route your Inputs to one or more Models, including Third-Party Models, and may add, remove, or change the Models used to provide any feature at any time. Section 8 sets out additional terms that apply to Third-Party Models.

2.3 Early Access and Beta Features. The Services, or particular features, may be labeled “early access,” “preview,” “beta,” “experimental,” or with a similar designation (“Beta Features”). Beta Features are provided for evaluation purposes, may be incomplete or contain errors, may be changed or discontinued at any time, and, to the maximum extent permitted by Applicable Law, are provided without any warranty, service level, or support commitment.

2.4 Changes to the Services. We may add, modify, suspend, or discontinue any feature, functionality, Model, usage limit, or plan at any time. If we discontinue a material feature of a Paid Plan for which you have prepaid, we will provide reasonable prior notice where practicable and any remedy required by Applicable Law.

2.5 Support. We provide support through support@cocolabs.ai. Unless otherwise agreed in an Enterprise Agreement, we provide support on a commercially reasonable efforts basis and do not commit to any response time or service level.

3. ELIGIBILITY AND ACCOUNTS

3.1 Eligibility. You must be at least 18 years of age, or the age of majority in your jurisdiction if higher, to use the Services. The Services are not directed to, and may not be used by, anyone under 18 years of age. By using the Services, you represent and warrant that you (a) meet the foregoing age requirement; (b) are able to form a legally binding contract with us; (c) are not located in mainland China, and are not located in, organized under the laws of, or ordinarily resident in any country or region that is subject to comprehensive U.S. economic sanctions, and are not identified on, or owned or controlled by any person identified on, any U.S. government restricted party list; (d) have not previously been suspended or removed from the Services; and (e) will use the Services in compliance with these Terms and Applicable Law. If we learn that a person under 18 years of age has created an Account or provided Personal Data to us, we will terminate the Account and take steps to delete that Personal Data.

3.2 Registration. To access the vyb Studio Platform, you must create an Account using an email address and password or through a supported single sign-on provider, such as Google. You agree to provide accurate, current, and complete information and to keep it updated. Your use of a single sign-on provider is subject to that provider’s terms and privacy policy.

3.3 Account Security. You are responsible for safeguarding your login credentials and any API keys, for all activities that occur under your Account, and for notifying us promptly at support@cocolabs.ai of any unauthorized access to or use of your Account. We are not liable for any loss arising from your failure to safeguard your credentials.

3.4 One Account; No Transfer of Access. Unless we authorize otherwise, each individual may maintain only one personal Account, and you may not share, sell, or transfer your Account or your credentials. Invitation links and access codes issued through the Waitlist are personal to the recipient and may not be transferred, sold, or published.

3.5 Business Accounts. If you are a Business User, you are responsible for (a) your Authorized Users’ compliance with these Terms; (b) all activities that occur under your Account; (c) obtaining all rights, consents, and authorizations necessary for your Authorized Users’ use of the Services; and (d) promptly removing access for any Authorized User who is no longer authorized.

4. WAITLIST AND EARLY ACCESS

4.1 Joining the Waitlist. When you join the Waitlist, you provide your email address and any other information we request so that we can contact you regarding access to the Services. Joining the Waitlist does not guarantee access to the Services, or access on any particular date or on any particular terms. We may grant, prioritize, limit, or decline access in our discretion, including on the basis of capacity, geography, eligibility, or intended use.

4.2 Waitlist Communications. We will use your Waitlist information as described in our Privacy Policy. Where Applicable Law requires your consent to send you marketing communications, we will request that consent separately, and you may withdraw your consent or unsubscribe at any time.

4.3 Early Access. Access granted through the Waitlist is subject to these Terms, including Section 2.3.

5. LICENSE TO USE THE SERVICES; RESTRICTIONS

5.1 License. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your personal or internal business purposes in accordance with these Terms, the Documentation, and any applicable usage limits. A Business User may permit its Authorized Users to exercise this right on its behalf.

5.2 Restrictions. Except as expressly permitted by these Terms, an Enterprise Agreement, or the API Terms, you will not, and will not permit any third party to:

copy, modify, translate, or create derivative works of the Services or any Model;
reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, model weights, parameters, architecture, training data, system prompts, or safety mechanisms of the Services or any Model, except to the extent Applicable Law expressly permits such activity notwithstanding this restriction;
use the Services or any Output to develop, train, or improve any artificial intelligence or machine learning model that competes with the Services, or attempt to extract, replicate, or distill the weights or capabilities of any Model;
sell, resell, rent, lease, sublicense, or otherwise make the Services available to any third party, or use the Services on a service bureau or time-sharing basis;
access the Services through bots, scrapers, crawlers, scripts, or other automated means, except through the API in accordance with the API Terms;
circumvent, disable, or interfere with any usage limit, rate limit, Credit metering, content filter, safety mechanism, watermark, provenance marking, or security feature of the Services;
access or use the Services for the purpose of building a competing product or service;
remove, alter, or obscure any proprietary notice on or in the Services;
frame or mirror any portion of the Services; or
use the Services in any manner that violates these Terms or Applicable Law.

6. ACCEPTABLE USE

6.1 Prohibited Content and Conduct. You are responsible for your Inputs and for your use of Outputs. You will not use the Services to create, upload, request, store, share, or distribute any Input or Output, or to engage in any conduct, that:

depicts, promotes, or facilitates the sexual abuse or exploitation of children, or sexualizes minors in any manner, including through fictional, illustrated, or AI-generated depictions;
depicts an identifiable real person in a nude, sexually explicit, or intimate manner, or otherwise creates or distributes non-consensual intimate imagery, whether authentic or synthetic;
is sexually explicit or pornographic, or is obscene under Applicable Law;
depicts or impersonates a real person, including a public figure, in a manner that is deceptive, defamatory, or likely to mislead, creates a realistic depiction of a real person without that person’s consent, or uses any person’s name, image, likeness, or voice in violation of that person’s rights of publicity or privacy;
infringes, misappropriates, or violates any intellectual property right or other right of any person, including by uploading third-party logos, trademarks, artwork, photographs, or other brand assets that you are not authorized to use, or by requesting Outputs that reproduce or imitate protected works, characters, or marks;
is defamatory, harassing, threatening, or hateful, or promotes violence or discrimination against any individual or group on the basis of a characteristic protected by Applicable Law;
promotes, glorifies, or facilitates terrorism, violent extremism, self-harm, or serious harm to any person or property;
facilitates fraud, scams, phishing, counterfeiting, or other deceptive practices, including false or misleading advertising, fake reviews, forged documents or identification, or the misrepresentation of an Output as authentic photographic or documentary evidence of a real event;
is intended to deceive voters or interfere with elections or other civic processes, including by depicting candidates or public officials in fabricated scenarios;
includes Personal Data of any other person without a lawful basis, or uses the Services to identify, track, profile, or infer sensitive characteristics of any individual;
contains viruses, malware, or other harmful code, or probes, scans, attacks, or attempts to compromise the security or integrity of the Services, any Model, or any system or network, including through prompt injection, jailbreaking, or other techniques intended to circumvent the safety features of any Model;
violates any usage policy of a Third-Party Model provider that we identify in the Documentation or otherwise make available to you; or
violates Applicable Law, including laws governing consumer protection, export controls, economic sanctions, and the disclosure of AI-generated content.

6.2 Disclosure of AI-Generated Content. You will not represent that an Output was created by a human where that representation would be false or misleading. You will comply with any Applicable Law that requires you to disclose that content was generated or manipulated by artificial intelligence, including any requirement to disclose that an image is a realistic depiction of a person, place, or event that has been artificially generated or manipulated. You will not remove, alter, obscure, or interfere with any watermark, metadata, content credential, provenance information, or other marking that we apply to Outputs to identify them as AI-generated.

6.3 Monitoring and Enforcement. We may, but are not obligated to, use automated systems and human review to monitor Inputs, Outputs, and use of the Services in order to enforce these Terms, detect and prevent abuse, protect the safety of users and third parties, and comply with Applicable Law. We may block Inputs or Outputs, remove content, restrict features, suspend or terminate Accounts, and report activity to law enforcement or other appropriate authorities, including by reporting apparent child sexual abuse material to the National Center for Missing & Exploited Children as required by Applicable Law. Automated safety systems may occasionally restrict permissible content, and Section 17.3 describes how you may challenge our decisions.

7. YOUR CONTENT

7.1 Ownership of Inputs. As between you and us, you retain all right, title, and interest in and to your Inputs. Nothing in these Terms transfers ownership of your Inputs to us.

7.2 Ownership of Outputs. As between you and us, and to the extent permitted by Applicable Law, you own your Outputs, and we hereby assign to you all of our right, title, and interest, if any, in and to your Outputs, subject to your compliance with these Terms and to the licenses you grant in this Section 7. This assignment does not extend to (a) the Services, the Models, or any of our underlying technology; (b) any third-party content, marks, or materials that appear in or are incorporated into an Output; or (c) any Output generated for another user.

7.3 Nature of Outputs. You acknowledge that (a) because of the nature of generative artificial intelligence, Outputs may not be unique, and the Services may generate the same or similar Outputs for other users; (b) Outputs generated with limited human creative contribution may not be eligible for copyright or other intellectual property protection under Applicable Law, and we make no representation regarding the protectability or registrability of any Output, including any Output that you intend to use as a logo, trademark, or other brand identifier; and (c) Outputs may resemble existing works, logos, trademarks, or other protected materials, and you are solely responsible for evaluating each Output, including by conducting any clearance search appropriate for your intended use, before using, publishing, registering, or commercializing it.

7.4 License to Operate the Services. You grant us, our affiliates, and our service providers (including Third-Party Model providers acting on our behalf) a worldwide, non-exclusive, royalty-free, fully paid-up license to host, store, copy, transmit, process, modify, display, and otherwise use Your Content as necessary to (a) provide, maintain, secure, and support the Services for you; (b) detect, investigate, and prevent fraud, abuse, security incidents, and violations of these Terms; and (c) comply with Applicable Law and legal process. This license continues for as long as we retain Your Content for these purposes.

7.5 Use of Your Content to Develop and Improve Our Models.

Free Tier. If you use the Free Tier, you grant us and our affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up license, sublicensable only to our service providers acting on our behalf, to use, reproduce, modify, analyze, annotate, and create derivative works of Your Content, including your Inputs, your Outputs, and the associated interaction history, to develop, train, fine-tune, evaluate, and improve our Models and Services and to develop new products and services. Our personnel and contractors, subject to confidentiality obligations, may review Your Content for these purposes. You should not submit to the Free Tier any confidential information, trade secrets, or Personal Data of other persons. Your rights under Applicable Law with respect to this use of Personal Data, including any right to object, are described in our Privacy Policy. You may opt out of the use of Your Content for these purposes by emailing notrain@cocolabs.ai from the email address associated with your Account or, when we make the option available, through your Account settings. Your opt-out will apply to Your Content submitted after we process your request, which we will do within a reasonable time after receipt.
Paid Plans. If you use a Paid Plan, we will not use Your Content to train or fine-tune our Models, except as agreed in an Enterprise Agreement. We may use the ratings you provide through our like and dislike features, and Usage Data in aggregated or de-identified form, to improve the Services and our Models. Notwithstanding the foregoing, we may use Your Content as described in Section 7.4.
Usage Data. We may collect and use Usage Data to operate, analyze, secure, improve, and develop the Services and the Models, and to create aggregated or de-identified data that does not identify you or any individual, which we may use for any lawful purpose. Our use of Usage Data that constitutes Personal Data is governed by our Privacy Policy.
Changes Between Tiers. If your Paid Plan ends and you continue to use the Free Tier, Section 7.5(a) will apply only to Your Content submitted after your Paid Plan ends. If you upgrade from the Free Tier to a Paid Plan, Section 7.5(b) will apply only to Your Content submitted after your upgrade takes effect.

7.6 Public Gallery.

Free Tier. If you use the Free Tier, the Outputs you generate may be displayed in the Public Gallery. You grant us and our affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up license to reproduce, display, distribute, publicly perform, and promote those Outputs, and to modify them as reasonably necessary for formatting and display (such as by resizing or cropping), in the Public Gallery, on the Sites, and in our marketing, promotional, social media, investor, and research materials, in any media now known or later developed.
Paid Plans. Outputs generated under a Paid Plan are private by default and will be displayed in the Public Gallery only if you choose to share them.
Limitations. We will not display your uploaded Inputs, such as logos, brand assets, or images you upload, in the Public Gallery, and we will not identify you by name in connection with a publicly displayed Output without your consent. You may request removal of a specific Output from the Public Gallery by contacting support@cocolabs.ai, and we will use commercially reasonable efforts to remove it from the Public Gallery going forward. We are not required to recall materials that have already been distributed. We will remove Outputs from the Public Gallery where required by Applicable Law.

7.7 Your Representations. You represent and warrant that (a) you own or have obtained all rights, licenses, consents, and permissions necessary to submit your Inputs and to grant the licenses in these Terms, including with respect to any third-party logos, trademarks, brand assets, images, or other materials included in your Inputs; (b) where your Inputs include Personal Data or the image or likeness of an identifiable individual, you have provided all notices and obtained all consents required under Applicable Law, including the consent of each identifiable individual; (c) your Inputs, and your use of Outputs, comply with these Terms and Applicable Law; and (d) our use of Your Content in accordance with these Terms will not infringe, misappropriate, or violate any right of any third party or violate Applicable Law.

7.8 Responsibility for Your Content. You are solely responsible for Your Content and for your use, publication, and distribution of Outputs, including any consequence arising from Inputs that infringe the rights of any third party or that are unlawful, obscene, or otherwise prohibited by these Terms. We do not pre-screen all of Your Content, and we do not endorse Your Content or any user’s use of it.

7.9 Retention and Deletion. We retain Your Content for as long as your Account remains active and thereafter as described in our Privacy Policy. You may delete individual items of Your Content, or your Account, through your Account settings or by contacting us. Subject to your rights under Applicable Law, deletion does not require us to remove (a) Your Content that was incorporated into the development or training of a Model under Section 7.5 before deletion; (b) aggregated or de-identified data; (c) Outputs that were displayed or distributed under Section 7.6 before deletion; (d) copies maintained in backup systems, which will be deleted in accordance with our standard retention schedules; or (e) Your Content that we are required by Applicable Law to retain.

8. THIRD-PARTY MODELS AND THIRD-PARTY SERVICES

8.1 Third-Party Models. Certain features of the Services use Third-Party Models. When you use those features, we transmit the relevant Inputs, and related context, to the applicable provider to generate Outputs. Our Privacy Policy describes the categories of Third-Party Model providers we use and how Personal Data is shared with them.

8.2 Third-Party Usage Policies. Your use of features powered by Third-Party Models may be subject to the usage policies of their providers, which we will identify in the Documentation or otherwise make available to you. You agree to comply with those policies. We may suspend or restrict your access to any feature if a provider requires us to do so or if your use would cause us to breach our agreement with that provider.

8.3 Third-Party Services Generally. The Services may link to or interoperate with Third-Party Services, including single sign-on providers and payment processors. Your use of a Third-Party Service is governed by its own terms and privacy policy. Except as expressly provided in these Terms or our Privacy Policy, we do not control and are not responsible for the availability, accuracy, content, privacy practices, or security of any Third-Party Service. We may replace or discontinue any Third-Party Model or other Third-Party Service at any time.

9. OPEN-SOURCE COMPONENTS AND MODEL TRANSPARENCY

9.1 Open-Source Components. The Services, including certain Models, may incorporate or be derived from software, models, model weights, or other materials made available under open-source or other public licenses (“Open-Source Components”). Open-Source Components are licensed under their respective licenses, and nothing in these Terms limits any right you have under, or grants any right that supersedes, those licenses. To the extent any such license requires us to provide notices, attributions, or license terms, or to pass through use restrictions to users of the Services, we make those notices, attributions, terms, and restrictions available in the Documentation or on the Sites, and any such use restrictions are incorporated into these Terms.

9.2 Model and Training Data Documentation. We make available on the Sites the information about our Models and the data used to develop them that Applicable Law requires us to publish, as updated from time to time.

10. AI DISCLOSURES; ACCURACY; BRAND USE

10.1 AI Interaction and AI-Generated Content. The Services use artificial intelligence. When you interact with the vyb Studio Platform, including its conversational interface, you are interacting with an artificial intelligence system and not with a human. Outputs are generated by artificial intelligence and may carry visible labels or machine-readable markings, metadata, or content credentials that identify them as AI-generated.

10.2 Accuracy and Suitability. Outputs are generated probabilistically and may be inaccurate, incomplete, inconsistent with your Inputs or brand guidelines, biased, or otherwise unsuitable, and may contain errors in text, imagery, proportions, colors, or depictions. You are responsible for reviewing each Output, including through appropriate human review, and for determining whether it is suitable for your intended use before relying on or using it. Outputs do not constitute legal, regulatory, or other professional advice, and you should not rely on Outputs to satisfy any labeling, accessibility, advertising, or other regulatory requirement.

10.3 Brand and Trademark Use. If you use any Output as a logo, trademark, product packaging, advertisement, or other brand identifier, you are solely responsible for conducting appropriate trademark and other rights clearance and for complying with Applicable Law governing advertising and marketing.

11. FEES, SUBSCRIPTIONS, AND CREDITS

11.1 Plans and Pricing. Certain features of the Services are available only under a Paid Plan. Plan descriptions, prices, billing frequencies, Credit allotments, and usage limits are displayed on the Sites or in the Services at the time of purchase, or are set out in your Enterprise Agreement. Unless otherwise stated, prices are exclusive of taxes.

11.2 Payment. You authorize us and our third-party payment processor to charge the payment method you designate for all fees and applicable taxes when due, and you represent that you are authorized to use that payment method. Payment information is processed by our payment processor in accordance with its terms and privacy policy, and we do not store full payment card numbers. Fees under an Enterprise Agreement are invoiced and payable as set out in that Enterprise Agreement.

11.3 Automatic Renewal. UNLESS OTHERWISE STATED AT THE TIME OF PURCHASE, PAID PLAN SUBSCRIPTIONS ARE BILLED IN ADVANCE ON A RECURRING MONTHLY OR ANNUAL BASIS, AS YOU SELECT, AND AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS OF THE SAME LENGTH AT THE THEN-CURRENT PRICE UNTIL YOU CANCEL. Before you purchase a subscription, we will clearly and conspicuously disclose the price, the billing frequency, the automatic renewal terms, and how to cancel, and we will obtain your affirmative consent to those terms. We will provide any renewal reminders and notices of material changes that Applicable Law requires.

11.4 Cancellation. You may cancel a Paid Plan subscription at any time online through your Account settings, or by contacting support@cocolabs.ai. Cancellation takes effect at the end of your then-current billing period, you will retain access to your Paid Plan until that time, and you will not be charged for any subsequent billing period.

11.5 Credits. Unless otherwise stated at the time of purchase, Credits allotted under a subscription are made available for each billing period, expire at the end of that billing period, and do not roll over. Credits purchased separately expire as stated at the time of purchase, subject to Applicable Law. Credits have no cash value, are not your property, may not be transferred, sold, or exchanged, and may not be redeemed for cash except as required by Applicable Law. The rate at which features consume Credits may vary by feature, Model, and Output, is displayed in the Services, and may be changed prospectively upon notice provided through the Services.

11.6 Refunds. Except as expressly provided in these Terms, as required by Applicable Law, or as agreed in an Enterprise Agreement, all fees are non-refundable, and we do not provide refunds or credits for partial billing periods, unused Credits, or downgrades. If we terminate your Paid Plan for convenience under Section 20.3(e), or discontinue your Paid Plan entirely, we will refund any prepaid fees attributable to the unused portion of your then-current billing period.

11.7 Price Changes. We may change the price of a Paid Plan. Any price change will take effect at the start of the next billing period following at least 30 days’ notice to you, or such longer notice as Applicable Law requires. If you do not agree to a price change, you may cancel before it takes effect.

11.8 Taxes. You are responsible for all sales, use, value-added, goods and services, withholding, and similar taxes associated with your purchases, other than taxes based on our net income. Where Applicable Law requires us to collect taxes, we will add them to the amounts charged to you.

11.9 Failed and Late Payments. If a payment fails, we may retry the charge, suspend your access to Paid Plan features, or transition your Account to the Free Tier after notifying you. If your Account transitions to the Free Tier, Section 7.5(d) will apply. Undisputed amounts owed by a Business User that remain unpaid after their due date accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law.

11.10 Free Trials and Promotions. If we offer a free trial of a Paid Plan, the trial terms disclosed at sign-up will apply. If a free trial will convert automatically into a paid subscription, we will disclose that before you begin the trial, obtain your affirmative consent, provide any notice required by Applicable Law, and permit you to cancel before you are charged.

12. BUSINESS USERS AND ENTERPRISE AGREEMENTS

12.1 Enterprise Agreements. If you have entered into an Enterprise Agreement, it supplements these Terms, and it will control to the extent of any conflict with these Terms.

12.2 Data Processing. To the extent we process Personal Data contained in Your Content on behalf of a Business User as a processor or service provider under Applicable Law, we will do so in accordance with a data processing addendum, which we will make available upon request and which will form part of your agreement with us once executed or incorporated into your Enterprise Agreement.

12.3 Notices and Consents. A Business User is responsible for providing all notices to, and obtaining all consents from, individuals whose Personal Data is included in Inputs submitted under its Account, as required by Applicable Law.

12.4 Administrative Access. A Business User’s designated administrators may access, manage, export, and delete Your Content submitted by its Authorized Users and may manage Authorized Users’ access to the Services.

13. API

13.1 API Access. If we make the API available to you, your use of the API is subject to these Terms, the Documentation, and any Additional Terms we publish for the API (the “API Terms”). The API Terms will control to the extent of any conflict with these Terms with respect to your use of the API.

13.2 API Keys. API keys are our confidential information, are issued for your use only, and may not be shared with or disclosed to any third party. You are responsible for all usage and fees incurred under your API keys.

13.3 Your Applications. If you integrate the Services into your own product or service, you are responsible for that product or service and its end users, including by requiring your end users to comply with restrictions at least as protective as Section 6 and by providing all notices and AI-related disclosures required by Applicable Law.

14.INTELLECTUAL PROPERTY

14.1 Our Rights. The Services, the Models (including their weights and parameters), our software, the Documentation, the content of the Sites (other than Your Content), and all intellectual property rights in each of them are owned by us or our licensors. Except for the limited rights expressly granted in these Terms, we and our licensors reserve all right, title, and interest in and to the Services, and no rights are granted to you by implication, estoppel, or otherwise.

14.2 Trademarks. “Coco Labs,” “vyb Studio,” and our related names, logos, and marks are our trademarks. You may not use them without our prior written consent, except as permitted by Applicable Law.

15. FEEDBACK

15.1 License to Feedback. If you provide Feedback, you grant us and our affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license to use, disclose, and otherwise exploit that Feedback for any purpose, including to develop, train, and improve our Models and Services, without any obligation or compensation to you.

15.2 Associated Content. When you provide Feedback, we may review the Inputs and Outputs associated with that Feedback, such as the specific generation you rated, in order to understand and act on it. If you use a Paid Plan, we will not use those associated Inputs and Outputs to train or fine-tune our Models, except as agreed in an Enterprise Agreement.

16. COPYRIGHT POLICY

16.1 Policy. We respect the intellectual property rights of others and respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act, 17 U.S.C. § 512 (the “DMCA”).

16.2 Infringement Notices. If you believe that material available through the Services infringes your copyright, please send our Copyright Agent a written notice that includes:

a physical or electronic signature of the copyright owner or a person authorized to act on the owner’s behalf;
identification of the copyrighted work claimed to have been infringed or, if multiple works are covered by a single notice, a representative list of those works;
identification of the material claimed to be infringing and information reasonably sufficient to permit us to locate it;
your name, address, telephone number, and email address;
a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
a statement that the information in the notice is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on the owner’s behalf.

16.3 Copyright Agent. Our designated agent to receive notices of claimed infringement is: Copyright Agent, Coco AI, Inc., 700 El Camino Real, Suite 120, #1354, Menlo Park, California 94025, USA; email: legal@cocolabs.ai.

16.4 Counter-Notices. If you believe that material you posted was removed or disabled as a result of mistake or misidentification, you may send our Copyright Agent a counter-notice that includes (a) your physical or electronic signature; (b) identification of the material that was removed or disabled and the location at which it appeared before removal; (c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and (d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located (or, if your address is outside the United States, any judicial district in which we may be found) and that you will accept service of process from the person who provided the original notice or that person’s agent. Upon receipt of a valid counter-notice, we may restore the material in accordance with the DMCA.

16.5 Misrepresentations. Under 17 U.S.C. § 512(f), any person who knowingly and materially misrepresents that material is infringing, or that material was removed or disabled by mistake or misidentification, may be liable for damages, including costs and attorneys’ fees.

16.6 Repeat Infringers. We will terminate, in appropriate circumstances, the Accounts of users who are repeat infringers.

16.7 Other Intellectual Property Complaints. Complaints concerning trademarks or other intellectual property rights may be sent to legal@cocolabs.ai.

17. REPORTING CONTENT; NON-CONSENSUAL INTIMATE IMAGERY; CONTENT DECISIONS

17.1 Reporting Content. You may report content or conduct that you believe violates these Terms or Applicable Law through any reporting feature in the Services or by contacting legal@cocolabs.ai. Please include sufficient information for us to locate and evaluate the content, together with an explanation of why you believe it is unlawful or violates these Terms.

17.2 Non-Consensual Intimate Imagery. If you are depicted in an intimate visual depiction that has been published through the Services without your consent, or you are authorized to act on behalf of such a person, you may request its removal by sending legal@cocolabs.ai a request that includes (a) your physical or electronic signature; (b) identification of the depiction and information reasonably sufficient for us to locate it; (c) a brief statement of your good faith belief that the depiction was published without the consent of the person depicted, together with any relevant supporting information; and (d) information sufficient for us to contact you. We will remove the depiction within 48 hours after receiving a valid request and will make reasonable efforts to identify and remove any known identical copies.

17.3 Content Decisions and Complaints. If we remove or restrict access to Your Content or suspend or terminate your Account, we will notify you and provide our reasons where required by Applicable Law, unless we are legally prohibited from doing so or doing so would compromise the safety of any person or the integrity of the Services. You may challenge any such decision by contacting legal@cocolabs.ai within six months after the decision, and we will review your complaint in a timely, diligent, and non-arbitrary manner. Where Applicable Law provides you with access to an out-of-court dispute settlement body or other means of redress, you may also use those mechanisms.

17.4 Authority Contacts. Government authorities may contact us regarding the Services at legal@cocolabs.ai. We accept communications in English.

18. PRIVACY AND COOKIES

18.1 Privacy Policy. Our Privacy Policy describes how we collect, use, disclose, and retain Personal Data in connection with the Services, including information you provide when you join the Waitlist or create an Account, Your Content, and Usage Data, and describes the rights available to you under Applicable Law.

18.2 Cookies and Similar Technologies. We and our service providers use cookies and similar technologies on the Sites and in the Services for purposes that include operating the Services, analytics, and advertising, as described in our Privacy Policy. Where Applicable Law requires your consent for any such use, we will request your consent separately, and you may manage your preferences through the tools we make available. Nothing in these Terms constitutes your consent for any purpose for which Applicable Law requires separate consent.

18.3 Security. We maintain reasonable administrative, technical, and organizational measures designed to protect Your Content and Personal Data. No method of transmission or storage is completely secure, however, and we cannot guarantee absolute security.

19. COMMUNICATIONS

19.1 Electronic Communications. You consent to receive communications from us electronically, including by email and through the Services, and you agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing. While your Account remains active, you may not opt out of service-related communications, such as security alerts, billing notices, and notices of changes to these Terms.

19.2 Marketing Communications. We will send you marketing communications only as permitted by Applicable Law and as described in our Privacy Policy. You may unsubscribe from marketing communications at any time by following the instructions in the communication.

20. TERM, SUSPENSION, AND TERMINATION

20.1 Term. These Terms take effect when you first accept them and remain in effect until terminated in accordance with this Section 20.

20.2 Termination by You. You may stop using the Services at any time. You may terminate these Terms by deleting your Account and, if applicable, cancelling your Paid Plan in accordance with Section 11.4.

20.3 Suspension and Termination by Us. We may suspend or terminate your access to all or any part of the Services, or terminate these Terms with respect to you:

if you breach these Terms, including Section 6, in which case we may act immediately where the breach creates a risk of harm to any person, to the Services, or to us;
if required to do so by Applicable Law, a court or governmental authority, or a Third-Party Model provider;
if your use of the Services creates a security, legal, or reputational risk for us or any third party;
with respect to the Free Tier, at any time for any reason or no reason; or
with respect to a Paid Plan, for convenience upon at least 30 days’ notice to you, subject to Section 11.6.

Where practicable, and unless prohibited by Applicable Law or the circumstances described in Section 20.3(a), we will notify you before suspending or terminating your access.

20.4 Effect of Termination. Upon termination, all licenses and rights granted to you under these Terms immediately terminate, and you must cease all use of the Services. Unless your Account is terminated for your breach, you may export Your Content for 30 days after termination of a Paid Plan, after which we may delete Your Content in accordance with our Privacy Policy. Termination does not relieve you of any obligation to pay fees accrued before termination.

20.5 Survival. Sections 1, 5.2, 6, 7.2, 7.3, 7.5 through 7.9, 9, 11 (with respect to amounts accrued), 14, 15, 16.5, 20.4, 20.5, and 21 through 29, and any other provision that by its nature is intended to survive, will survive termination of these Terms.

21. DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, THE MODELS, AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND WE, ON BEHALF OF OURSELVES, OUR AFFILIATES, AND OUR LICENSORS AND SERVICE PROVIDERS, DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT (A) THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (B) ANY OUTPUT WILL BE ACCURATE, ORIGINAL, UNIQUE, NON-INFRINGING, PROTECTABLE UNDER INTELLECTUAL PROPERTY LAW, OR SUITABLE FOR ANY PURPOSE; (C) ANY CONTENT FILTER OR SAFETY MECHANISM WILL PREVENT THE GENERATION OF OBJECTIONABLE CONTENT; OR (D) YOUR CONTENT WILL BE STORED OR PRESERVED WITHOUT LOSS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

WE DO NOT REVIEW, VERIFY, OR ENDORSE INPUTS SUBMITTED BY USERS OR THE USE THAT USERS MAKE OF OUTPUTS, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ARE NOT RESPONSIBLE FOR ANY USER’S INPUTS OR ANY USER’S USE, PUBLICATION, OR DISTRIBUTION OF OUTPUTS.

22. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES YOU PAID TO US FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY AND (II) ONE HUNDRED U.S. DOLLARS (US$100).

THE LIMITATIONS IN THIS SECTION 22 APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND REFLECT AN ALLOCATION OF RISK THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND US. NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD OR, WHERE APPLICABLE LAW SO PROVIDES, FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

23. INDEMNIFICATION

23.1 Indemnity. To the extent permitted by Applicable Law, you will defend, indemnify, and hold harmless Coco Labs, our affiliates, and our and their respective officers, directors, employees, agents, licensors, and service providers (the “Indemnified Parties”) from and against any and all third-party claims, actions, demands, and proceedings, and all related losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to (a) Your Content, including any claim that your Inputs, or your use, publication, or distribution of any Output, infringes, misappropriates, or violates any right of a third party; (b) your use of the Services in breach of these Terms; (c) your violation of Applicable Law or of any right of a third party; and (d) if you are a Business User, the acts and omissions of your Authorized Users.

23.2 Procedure. We will notify you of any claim for which we seek indemnification, provided that any delay in notice will relieve you of your obligations only to the extent you are materially prejudiced by the delay. We may participate in the defense with counsel of our choosing at our own expense, and you may not settle any claim in a manner that imposes any obligation on, or admits fault by, any Indemnified Party without our prior written consent.

24. GOVERNING LAW AND VENUE

24.1 Governing Law. These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, without regard to its conflict of laws principles, except that Section 25 is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”). The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. This Section 24.1 is subject to Section 26.2.

24.2 Venue. Subject to Sections 25 and 26.2, any dispute arising out of or relating to these Terms or the Services that is not subject to arbitration will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and you and we consent to the personal jurisdiction of, and venue in, those courts.

25. DISPUTE RESOLUTION; BINDING ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND US TO ARBITRATE CERTAIN DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

25.1 Applicability. This Section 25 applies if you reside in or access the Services from the United States, or if you are a Business User located anywhere other than in the European Economic Area, Switzerland, or the United Kingdom. This Section 25 does not apply to Consumers located in the European Economic Area, Switzerland, or the United Kingdom.

25.2 Informal Dispute Resolution. Before commencing an arbitration or small claims action, the party asserting a dispute must send the other party a written notice of dispute (a “Notice of Dispute”). Notices of Dispute to us must be sent to legal@cocolabs.ai, with a copy by mail to Coco AI, Inc., Attn: Legal, 700 El Camino Real, Suite 120, #1354, Menlo Park, California 94025, USA. Notices of Dispute to you will be sent to the email address associated with your Account. A Notice of Dispute must include the sender’s name and contact information, the email address associated with the relevant Account, a reasonably detailed description of the dispute, and the specific relief sought, and must be signed personally by the party asserting the dispute. For 60 days after receipt of a Notice of Dispute, the parties will attempt in good faith to resolve the dispute informally, and either party may request an individual telephone or video conference for that purpose. Applicable statutes of limitations and filing fee deadlines will be tolled while the parties engage in this process.

25.3 Agreement to Arbitrate. Except as provided in Section 25.4, you and we agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between you and us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether arising before or after you accepted these Terms (each, a “Dispute”), will be resolved exclusively by final and binding individual arbitration. The arbitrator will decide all issues regarding the interpretation, applicability, enforceability, and formation of this Section 25, except that a court of competent jurisdiction will decide any issue regarding the validity, enforceability, or scope of Sections 25.6, 25.7, and 25.8.

25.4 Exceptions. Either party may (a) bring an individual action in small claims court for a Dispute within that court’s jurisdiction; and (b) seek injunctive or other equitable relief in court to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights or the unauthorized access to or use of the Services.

25.5 Rules and Procedure. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules if you are a Consumer, or its Commercial Arbitration Rules if you are a Business User, in each case as modified by this Section 25 and as in effect when the arbitration is commenced. The AAA rules are available at www.adr.org. The arbitration will be conducted before a single arbitrator. Unless the parties agree otherwise, any hearing will be conducted by videoconference or, if the arbitrator determines that an in-person hearing is necessary, in the county in which you reside if you are a Consumer, or in New Castle County, Delaware if you are a Business User. Payment of filing, administration, and arbitrator fees will be governed by the applicable AAA rules, and we will pay all fees that those rules require a business to pay in a consumer arbitration. The arbitrator may award any individual relief that would be available in court, consistent with these Terms, and must issue a reasoned written decision. Judgment on the award may be entered in any court of competent jurisdiction.

25.6 Class Action and Jury Trial Waiver. YOU AND WE AGREE THAT EACH OF US MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, EXCEPT AS PROVIDED IN SECTION 25.7. YOU AND WE EACH WAIVE THE RIGHT TO A TRIAL BY JURY.

25.7 Mass Arbitration. If 25 or more demands for arbitration that raise substantially similar Disputes are filed against us by or with the assistance of the same or coordinated counsel or entities, the AAA’s Mass Arbitration Supplementary Rules will apply to those demands to the extent applicable.

25.8 Public Injunctive Relief. Nothing in this Section 25 waives any right you may have under Applicable Law to seek public injunctive relief. Any claim for public injunctive relief will be severed from the arbitration, stayed pending the arbitrator’s resolution of all arbitrable individual claims, and then decided by a court in accordance with Section 24.2.

25.9 Severability. If any portion of Section 25.6 is found unenforceable with respect to a particular claim or request for relief, that claim or request will be severed and decided by a court in accordance with Section 24.2, after the arbitrator resolves all individual claims, and in no event will that claim or request be arbitrated on a class, collective, or representative basis. If any other provision of this Section 25 is found unenforceable, that provision will be severed and the remainder of this Section 25 will remain in effect.

25.10 Right to Opt Out. YOU MAY OPT OUT OF THIS SECTION 25 BY SENDING AN EMAIL TO LEGAL@COCOLABS.AI WITHIN 30 DAYS AFTER YOU FIRST ACCEPT THESE TERMS. YOUR OPT-OUT NOTICE MUST INCLUDE YOUR FULL NAME AND THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT OR WAITLIST REGISTRATION AND MUST CLEARLY STATE THAT YOU WISH TO OPT OUT OF ARBITRATION. OPTING OUT WILL NOT AFFECT ANY OTHER PROVISION OF THESE TERMS, AND DISPUTES WILL THEN BE RESOLVED IN ACCORDANCE WITH SECTION 24.

25.11 Changes to this Section. If we make any material change to this Section 25, you may reject the change by sending us written notice at legal@cocolabs.ai within 30 days after the change takes effect, in which case the immediately preceding version of this Section 25 will continue to apply to Disputes between you and us.

26 INTERNATIONAL USERS

26.1 Access from Outside the United States. We make the Services available in many jurisdictions, but we do not represent that the Services are appropriate or available for use in every jurisdiction. If you access the Services from outside the United States, you are responsible for complying with the laws applicable to you. We may restrict or discontinue the availability of the Services, or of particular features, in any jurisdiction. The Services are not offered in, and may not be accessed from, mainland China.

26.2 Consumers in the European Economic Area, Switzerland, and the United Kingdom. If you are a Consumer located in the European Economic Area, Switzerland, or the United Kingdom, the following terms apply and prevail over any conflicting provision of these Terms:

Mandatory Rights. Nothing in these Terms affects any right that you have as a consumer under the mandatory laws of your country of residence, and the choice of Delaware law in Section 24.1 does not deprive you of the protection of those mandatory laws.
Courts. Section 25 does not apply to you, and you may bring proceedings in connection with these Terms in the courts of your country of residence or in the courts identified in Section 24.2.
Liability. Sections 21 and 22 do not exclude or limit our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under the laws of your country of residence. Subject to the foregoing, we are responsible for loss or damage that you suffer that is a foreseeable result of our breach of these Terms or our failure to use reasonable care and skill, and we are not responsible for loss or damage that is not foreseeable.
Indemnification. Section 23 applies to you only to the extent permitted by the laws of your country of residence.
Right of Withdrawal. You may withdraw from a contract for a Paid Plan within 14 days after its conclusion without giving any reason, by sending a clear statement of your decision to support@cocolabs.ai. When you purchase a Paid Plan, you may expressly request that we begin providing the Paid Plan immediately. If you make that request and acknowledge that your right of withdrawal will be lost or reduced as a result, then, to the extent permitted by Applicable Law, (i) you will lose your right of withdrawal with respect to digital content once its supply has begun, and (ii) if you withdraw from a contract for a digital service, you will pay an amount proportionate to the services supplied before you notified us of your withdrawal, including any Credits consumed. We will reimburse any amount due to you within 14 days after receiving your withdrawal notice, using the same payment method you used for the purchase unless you agree otherwise.
Changes. We will give you reasonable advance notice of any material change to these Terms or to a Paid Plan, and if you do not agree to the change you may terminate your Paid Plan before the change takes effect and receive a refund of any prepaid fees attributable to the period after termination.

26.3 Other Jurisdictions. Where the mandatory laws of your jurisdiction grant you rights or protections that cannot be waived or limited by contract, those rights and protections prevail over any inconsistent provision of these Terms to the extent required by those laws.

27. EXPORT CONTROLS, SANCTIONS, AND ANTI-CORRUPTION

27.1 Export Controls and Sanctions. You will comply with all U.S. and other applicable export control and economic sanctions laws in your use of the Services and Outputs. You will not, directly or indirectly, export, re-export, transfer, or make available the Services to, or use the Services for the benefit of, (a) any country or region subject to comprehensive U.S. economic sanctions; (b) any person identified on, or owned or controlled by any person identified on, the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the Entity List or other restricted party lists maintained by the U.S. Department of Commerce, or any similar list maintained by another applicable government; or (c) any end use prohibited by Applicable Law, in each case without all required government authorizations.

27.2 Anti-Corruption. You will not use the Services in violation of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, or any other applicable anti-corruption law.

28. CHANGES TO THESE TERMS

28.1 Updates. We may modify these Terms from time to time. We will post the modified Terms on the Sites and update the “Last Updated” date above. If a modification is material, we will provide at least 30 days’ notice before it takes effect, by email to the address associated with your Account or through the Services, except that modifications required by Applicable Law, or that relate to new features or Services, may take effect immediately upon posting.

28.2 Acceptance of Changes. Your continued use of the Services after a modification takes effect constitutes your acceptance of the modified Terms. If you do not agree to a modification, you must stop using the Services and, if applicable, cancel your Paid Plan before the modification takes effect. Changes to Section 25 are also subject to Section 25.11, and changes affecting Consumers in the European Economic Area, Switzerland, or the United Kingdom are also subject to Section 26.2(f).

29. GENERAL

29.1 Entire Agreement; Order of Precedence. These Terms, together with any Additional Terms and Enterprise Agreement applicable to you, constitute the entire agreement between you and us regarding the Services and supersede all prior and contemporaneous agreements, proposals, and representations regarding their subject matter. In the event of any conflict, the following order of precedence applies: (a) your Enterprise Agreement; (b) the applicable Additional Terms, solely with respect to the feature or Service to which they apply; (c) these Terms; and (d) the Documentation.

29.2 Assignment. You may not assign or transfer these Terms or any of your rights or obligations under them without our prior written consent, and any attempted assignment or transfer without that consent is void. We may assign these Terms, without your consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets or of the business to which these Terms relate.

29.3 Force Majeure. We will not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, failures of utilities, telecommunications, or cloud infrastructure, cyberattacks, or the unavailability of any Third-Party Model or other Third-Party Service.

29.4 Severability; Waiver. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect, except as otherwise provided in Section 25.9. Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision.

29.5 Notices. Except as otherwise provided in these Terms, notices to us must be sent to legal@cocolabs.ai, with a copy by mail to Coco AI, Inc., Attn: Legal, 700 El Camino Real, Suite 120, #1354, Menlo Park, California 94025, USA. We may provide notices to you by email to the address associated with your Account or Waitlist registration, or through the Services. Notices sent by email are effective upon transmission, unless the sender receives notice of non-delivery.

29.6 Relationship of the Parties; No Third-Party Beneficiaries. You and we are independent contractors, and nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship. Except for the Indemnified Parties under Section 23, there are no third-party beneficiaries of these Terms.

29.7 Equitable Relief. You acknowledge that a breach of Section 5.2 or Section 6 may cause us irreparable harm for which monetary damages would be an inadequate remedy, and that we may seek injunctive or other equitable relief for any such breach without posting a bond, in addition to any other remedy available to us.

29.8 Limitation Period for Business Users. To the extent permitted by Applicable Law, any claim by a Business User arising out of or relating to these Terms or the Services must be commenced within one year after the claim arises, or it will be permanently barred.

29.9 Interpretation; Language. The section headings in these Terms are for convenience only and have no legal or contractual effect. The words “including” and “include” mean “including without limitation.” These Terms are written in English, and any translation is provided for convenience only. In the event of any conflict, the English version controls to the extent permitted by Applicable Law.

29.10 Notice to California Residents. Under California Civil Code Section 1789.3, California users of the Services are entitled to the following consumer rights notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

30. CONTACT US

If you have any questions regarding these Terms or the Services, please contact us at:

Coco AI, Inc. (d/b/a Coco Labs)

700 El Camino Real, Suite 120, #1354, Menlo Park, California 94025, USA

General Support: support@cocolabs.ai

Privacy: privacy@cocolabs.ai