Terms of Service

Last updated date: 11.10.26

Welcome to World Labs!

This Terms of Service, together with referenced Supplemental Terms, Order Forms, exhibits, and associated documents (collectively, "Agreement", "Terms of Service" or "TOS") forms an agreement between the individual or entity accepting this TOS ("Customer," "you," "your") and World Labs Technologies, Inc. ("World Labs," "we," "our," "us"). Each party may be referred to individually as a "Party" or collectively as the "Parties".

This TOS applies to Customer’s access to and use of: (i) the Site (as defined below); and (ii) the Services. By creating an Account, accepting this TOS through a click-through or other mechanism, or accessing or using the Services, Customer acknowledges that Customer has read, understood, and agrees to be bound by this TOS. This version of the TOS is effective as of the "Last updated date" above. Customer’s obligations commence on the earliest of the foregoing (the "Effective Date").

World Labs may indicate that additional terms apply to certain Services ("Supplemental Terms"). See Section 8.5 for priority.

Capitalized terms used in this TOS have the meanings given in Section 9. For questions about this TOS, see Section 10 (Contact Us).

IMPORTANT: This TOS contains a binding arbitration provision and class action waiver in Section 7. Please read Section 7 carefully, as it affects Customer’s legal rights.

1. SERVICES AND USE

1.1. License. Unless otherwise herein provided, World Labs grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services, subject to Customer’s compliance with this TOS and limited to the Services and features included with Customer’s Account. With respect to any software included in the Services, Customer Parties may install and use such software solely on devices they own or control and solely in connection with their authorized use of the Services. Use of the Services outside the scope of this Section infringes World Labs’ intellectual property rights.

1.2. Privacy and Security.

a. World Labs shall implement and maintain Security Measures designed to safeguard its Systems and Services.

b. If Customer is not a Consumer Customer, World Labs processes Personal Data (as defined in the DPA) on behalf of Customer as part of the Services pursuant to the DPA.

c. World Labs processes personal data or personal information not covered by Section 1.2(b) pursuant to its Privacy Policy.

d. Customer Parties may not use the Services to process:

• Protected Health Information subject to HIPAA, unless the processing is covered by a BAA executed between the Parties.
• Other Sensitive Data, unless otherwise herein provided or expressly authorized in an applicable Order Form.

1.3. Age Requirements. By using the Services, Customer represents and warrants that all Customer Parties are at least 18 years of age or the age of legal majority where such Customer Party resides, whichever is greater. If World Labs discovers that any Customer Party is under the required age, World Labs may immediately terminate such Customer Party's Account, potentially including the Customer’s, without notice or liability. If a parent or guardian believes that a minor is using the Services, that parent or guardian should contact World Labs at support@worldlabs.ai.

1.4. Entity Authorization. If Customer is an entity, the individual accepting this TOS on Customer's behalf represents and warrants that such individual has the authority to bind Customer to this TOS.

1.5. Permitted Locations. Customer Parties may only access and use the Services in jurisdictions where World Labs makes the Services available, and not where prohibited by the Site or Documentation.

1.6. Customer Responsibility and Authorized Users. World Labs may enable Customer to designate Authorized Users as permitted by Customer’s Account or an applicable Order Form, and only Customer Parties may use the Services under Customer’s Accounts. Customer is responsible for Customer Parties' compliance with this TOS and for their acts and omissions relating to the Services. Customer shall ensure that its Authorized Users agree to be bound by the terms of this TOS prior to their access to the Services.

1.7. Electronic Communications. Customer represents and warrants that any information that Customer Parties provide to World Labs in connection with the Services is accurate. By using the Services, Customer Parties consent to receive communications from World Labs electronically. Customer agrees that all agreements, notices, and other communications provided electronically satisfy any legal requirement that such communications be in writing. For information about how World Labs processes personal information about the Customer Parties, see the Privacy Policy.

1.8. Accounts. Customer must create an Account or link a supported third-party account, as specified in Documentation, in order to access and use the Services. Customer Parties may not share or permit others to use that Customer Party's Account credentials or API Credentials. Customer Parties shall make prompt updates as needed to keep their respective Account information current and maintain the security of such Accounts. Customer is responsible for all activity under its Accounts and API Credentials, except to the extent caused by World Labs’ breach of this TOS. Customer Parties must promptly notify World Labs of suspected unauthorized access to applicable Accounts. World Labs reserves the right to reclaim usernames.

1.9. Customer Cooperation. Customer acknowledges that World Labs’ provision of the Services is dependent on Customer providing timely cooperation (including as needed providing access to Customer’s systems, personnel, support, and materials, if reasonably required) and performing any activities as may be specified in an applicable Order Form. World Labs is not responsible for any delay or failure to perform caused by Customer’s failure to do so.

1.10. Use and Tech Restrictions. Customer Parties shall:

a. Account and Service Responsibility: Be responsible for, obtain and maintain any equipment, software, or ancillary services needed for Customer Parties to access or use the Services;

b. Compliance: Not access or use the Services or Outputs in violation of Applicable Law or third-party rights; not submit Inputs for which Customer lacks the necessary rights;

c. Technical Restrictions: Not directly or indirectly: (i) reverse-engineer, decompile, disassemble, modify, or create derivative works of the Services; (ii) probe, scan, or test the vulnerability of the Services, breach security or authentication measures without written authorization from World Labs, or willfully render any part of the Services unusable; (iii) transfer, distribute, resell, lease, license, or assign the Services, except as expressly herein authorized or under applicable Order Forms; or (iv) circumvent Rate Limiting, usage quotas, or Service Credit metering.

d. Competitive Restrictions: Not use or access the Services, or use Outputs, to create, train, improve, or develop any AI models, products, or services that compete with or otherwise replicate the core functionality of the Services, or to perform competitive benchmarking of the Services.

1.11. AI Technology Restrictions.

a. AI System Disclosure. Customer acknowledges that the Services use artificial intelligence technologies, including AI Models.

b. Customer Responsibility. Customer may not use the Services or Outputs for any AI practice prohibited under Applicable Law, or, unless World Labs authorizes that use in writing, for any high-risk AI use case under Applicable Law. In its use of the Services and Outputs, Customer is solely responsible for its compliance with, and determining whether its use of the Services and Outputs complies with, Applicable Law, and World Labs does not represent, warrant, or undertake any responsibility for ensuring that Customer’s use of the Services or Outputs is lawful or compliant with Applicable Law.

1.12. API Use and Integration Restrictions. In addition to the other requirements of this TOS, when accessing the Services through APIs or integrating the Services into technology stacks:

a. Customer must use the API in accordance with the Documentation, protect API Credentials, and promptly notify World Labs of suspected compromise. World Labs may revoke compromised credentials or suspend API access that threatens the Services.

b. End users who access the Services solely through Customer's applications are not Authorized Users. Customer shall bind them to terms at least as protective of World Labs and the Services as Sections 1.2(c) (Prohibited Data), 1.3 (Age Requirements), 1.5 (Permitted Locations), 1.10(b) through (d) (Compliance, Technical, and Competitive Restrictions), 1.11(b) (Prohibited and High-Risk AI Uses), 2.7 (Attribution and Provenance), and 8.10 (Export Control), the AUP, and the DMCA Policy.

2. CONTENT AND IP

2.1. World Labs IP. World Labs exclusively retains ownership of all rights, titles, and interests in and to the World Labs Products, Services, AI Models, System Data, Feedback, trademarks, its own Confidential Information, and all intellectual property rights therein and thereto, as protected under United States and foreign laws.

2.2. World Labs Content Access Rights. World Labs may in its sole discretion charge fees for third-party access to, viewing, downloading, or other interaction with Outputs displayed publicly on the Site or through the Services.

2.3. Customer Rights.

a. Low-Tier Access. World Labs retains all rights in and to any Output generated through Low-Tier Access, excluding any portion of Inputs incorporated into the Output. World Labs grants Customer a revocable, non-exclusive, royalty-free, worldwide license to use, reproduce, modify, adapt, translate, and create derivative works from such Output solely for personal, Non-Commercial Use.

b. Eligible Paid Access. As between the Parties and to the extent permitted under Applicable Law, Customer owns Outputs generated through Eligible Paid Access. Customer receives no rights in World Labs Products, Services, AI Models, technology, Confidential Information, or associated intellectual property, whether or not used to generate or incorporated into Output. Customer may use, reproduce, modify, adapt, publish, translate, create derivative works from, sublicense, distribute, publicly perform and display such Outputs for any purpose, including Commercial Purposes, provided that such use complies with this TOS. For API access, such rights are further subject to Section 1.12 and applicable Order Forms. Customer may grant end-user licenses consistent with its Commercial Purpose activities; in the event of conflict between end-user licenses and World Labs' rights under this TOS, World Labs' rights prevail.

c. Conversions. Rights associated with an Output are determined by the access used to generate it at the time of Output generation. For example, an Output generated through Low-Tier Access remains subject to Section 2.3(a) even if Customer later upgrades, and an Output generated through Eligible Paid Access remains subject to Section 2.3(b) even if Customer later downgrades.

2.4. Trademarks. World Labs’ name, logos, product or service names, slogans, and the look and feel of the Services are trademarks of World Labs and may not be copied, imitated or used, in whole or in part, without World Labs’ prior written permission. Any authorized use must comply with World Labs' trademark and brand guidelines, as may be made available or updated. All other trademarks mentioned on or in connection with the Services are the property of their respective owners. Reference to any products, services, or other information by trademark or otherwise does not constitute or imply endorsement by World Labs.

2.5. Feedback. Customer may voluntarily post, submit, or otherwise communicate Feedback to World Labs, and assigns to World Labs all rights to and in such Feedback. If an assignment is ineffective, Customer grants World Labs a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use and exploit that Feedback. Customer understands that Feedback does not constitute Customer’s Confidential Information.

2.6. Use of Data. Customer grants World Labs a non-exclusive, royalty-free, worldwide, fully paid, sublicensable license to use, disclose, anonymize, and analyze Customer Content for World Labs’ internal business purposes, including providing, maintaining, and improving the Services, and developing and training AI Models. For Customer Content submitted or generated through Eligible Paid Access, and limited to the Inputs for Low-Tier Access, World Labs shall not use Customer Content for external marketing without Customer’s express written authorization. Customer may opt out of World Labs' use of Customer Content submitted or generated through Eligible Paid Access for model training, benchmarking, and associated product development on an account-wide basis (or as otherwise agreed in an Order Form) through Account settings or by written notice to World Labs. Any opt-out applies prospectively, does not require removal of Customer Content from previously trained AI Models before the opt-out effective date, and applies to use of System Data derived from that Customer’s Account for model training, but not to other uses of System Data. For Customer Content submitted or generated through Low-Tier Access, subject to Applicable Law, this license is irrevocable and not subject to opt-out, and World Labs owns and may use Outputs generated through Low-Tier Access for any purpose under Section 2.3(a).

2.7. Attribution and Provenance. Customer Parties may not misrepresent the origin or method of creation of Output. Upon World Labs' reasonable request, Customer will identify World Labs as the service provider in connection with public distribution or commercial exploitation of Output, in a manner specified by World Labs. Customer Parties may not remove, obscure, or alter any watermark, notice, or provenance data embedded in Output by World Labs or designated by World Labs to be preserved, including for compliance with Applicable Law.

2.8. Reservation of Rights. Except as expressly granted herein, the Parties reserve and retain their respective intellectual property rights and there are no other intellectual property licenses or rights, expressed, implied, or by way of estoppel, under any trademark, copyright, patent, or otherwise, granted by either Party to the other.

2.9. Visibility Notice. In using the Services, Customer can input images, videos, information, and other materials into the Services, which will use various technologies to generate Outputs. Inputs and Outputs are visible to others only as indicated by the applicable sharing settings, which may default to public for some Account tiers. Customer assumes the risks of Inputs and Outputs made public under those settings.

2.10. Content Policies.

a. AUP and DMCA. Customer Parties must comply with the AUP and DMCA Policy.

b. Content Moderation Authority. World Labs may but is not obligated to review Customer Content. World Labs may, at any time and without prior notice, if World Labs reasonably believes that Customer Content or a Customer Party’s conduct violates Applicable Law, this TOS, or the AUP: (i) remove or refuse to post such Customer Content; (ii) suspend or terminate Customer’s access to all or part of the Services; or (iii) take other reasonable remedial actions as necessary, including as outlined in the AUP. World Labs will notify affected Customer Parties of such actions where required by Applicable Law. Enforcement under this Section is solely at World Labs' discretion, and failure to act does not constitute a waiver of World Labs' right to act in other instances.

2.11. Third-Party Materials.

a. The Services may rely on or interoperate with Third-Party Materials. Those materials are outside World Labs’ control but their use may impact the availability and operation of the Services. World Labs has no duty to monitor Third-Party Materials and may block or disable access at any time. Customer Parties' use of Third-Party Materials remains subject to the applicable third-party terms and policies. Open-Source Software included in the Services remains subject to its applicable open-source licenses.

b. "Open-Source Software" means independent, third-party code that may be utilized in connection with the Services and that is subject to open-source licenses. Nothing in this TOS limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable license for such Open-Source Software.

3. PROMOTIONS; BETA PRODUCTS/SERVICES

3.1. Promotions. Promotions made available by World Labs may be subject to separate rules, which are Supplemental Terms for that promotion.

3.2. Beta Services/Pre-GA Products.

a. Beta Services. This Section 3.2 describes the additional terms and conditions under which Customer may access and use certain features, technologies, and services made available to Customer by World Labs that are not yet generally available. Customer must comply with all terms related to any Pre-GA Product as posted through the Services or otherwise made available to Customer. World Labs may add or modify terms related to access to or use of any Pre-GA Product at any time. Customer may not use Pre-GA Products in production environments or for mission-critical, safety-critical, regulated, or customer-facing use cases unless expressly authorized in an Order Form, the terms related to such Pre-GA Product, or other written authorization from World Labs.

b. Modification and Discontinuation. World Labs may modify or discontinue a Pre-GA Product at any time, and doing so is not a termination under Section 6.2(a). Release of a generally available version does not automatically enroll Customer in a paid Service. Upon general availability, World Labs may in its sole discretion continue Customer’s access to, and Customer Content in, the generally available version under Customer’s then-current access. Upon termination of Customer’s access to a Pre-GA Product, Customer Content will be handled in accordance with Section 6.4.

c. Confidentiality. Feedback and suggestions Customer provides to us concerning a Pre-GA Product, and any information Customer might receive about or involving (including the existence of) any Pre-GA Product are World Labs’ Confidential Information and Customer may not disclose such Feedback, suggestions or other information to any third-party.

4. COMMERCIAL TERMS

4.1. Purchases. Certain components of the Services, including functions and rights beyond what World Labs provides free of charge, may require Order Forms and payment.

4.2. Eligibility.

a. World Labs makes the Services available in certain jurisdictions (the "Territory"). World Labs makes no promise that Services are accessible, appropriate, or available for use in locations outside of the Territory. When configuring the Services, Customer must provide current, accurate information about Customer’s residency. Customer will not use the Services if Customer resides outside of the Territory.

b. To the extent licensed under this TOS or an applicable Order Form, Customer Parties may only purchase and use Services for: (i) Customer Parties; (ii) integration into Customer’s commercial applications and services for Commercial Purposes as defined herein; (iii) authorized reseller, partner, or other arrangements as specifically permitted in applicable Order Forms; or (iv) API access. Unauthorized resale or redistribution of Services access credentials is prohibited.

4.3. Order Forms.

a. Commercial Terms. Specific commercial terms for Services will be set forth in separate orders, quotes, or similar ordering documents. Any separately negotiated Order Form must reference this TOS and be signed or otherwise executed by both Parties. Order Forms are incorporated into and made part of this TOS.

b. Default Terms. The terms set forth in Exhibit A apply as Customer’s initial Order Form upon Customer’s acceptance of this TOS. Any separately executed Order Form supersedes and replaces Exhibit A in its entirety.

c. Order Form Term. Unless otherwise specified in an applicable Order Form, each Order Form commences on the Order Start Date specified therein and continues for the Service Term.

d. Renewal. Online subscriptions renew for successive periods equal to their Billing Period, unless cancelled before renewal. Customer may cancel online through Account settings. Pricing changes apply after legally required notice. A negotiated Order Form renews only as stated in that Order Form.

4.4. Pricing and Payment.

a. Pricing. Fees, payment terms, and due dates for Services shall be as specified in the applicable Order Form, on the Pricing Page, or as shown on the Site or in the Services. Unless otherwise specified in an Order Form, all fees are quoted and payable in United States Dollars (USD) and exclude taxes, unless otherwise required by Applicable Law. For international Customers, World Labs may, in its sole discretion, accept payment in other currencies at exchange rates determined by World Labs' payment processors at the time of transaction.

b. Fee changes. All fees, costs, or pricing associated with the Services are subject to change, communicated through the Pricing Page and/or other notice as required by Applicable Law, and effective in accordance with Section 4.3(d). If Customer does not agree to a fee change, Customer may discontinue using or cancel the impacted Services, or close Customer’s Account. Fee changes apply during the applicable Service Term, unless the applicable Order Form expressly provides otherwise.

c. Payments. To make a Services-related transaction, Customer shall pay all charges incurred by Customer Parties or otherwise on Customer’s behalf through use of the Services, at the prices in effect when such charges are incurred (unless otherwise agreed to between the Parties in writing or in an applicable Order Form), including all taxes and any other charges applicable to Customer’s transactions. Customer may be required to provide payment information to World Labs or World Labs payment processors, including such information as payment card details, billing address, or ACH information. Customer agrees to maintain current and valid payment method information and authorize World Labs to charge Customer’s payment method for all applicable charges payable by automatic charge under Section 4.4(h). Customer represents and warrants that Customer has the right to use any submitted payment method. If World Labs cannot charge Customer’s payment method, in World Labs’ sole discretion, World Labs may (i) bill Customer for Services and suspend Customer’s access, including some or all Customer Parties, until payment is received; or (ii) update payment information through third-party sources and require verification prior to transaction completion.

d. Disputes. Customer may dispute charges in good faith by providing written notice to World Labs at support@worldlabs.ai within thirty (30) days after receiving the applicable invoice or charge, specifying the basis for the dispute. World Labs will investigate disputed charges and respond within thirty (30) days. World Labs will not suspend Services for disputed amounts during the investigation period, provided Customer pays any undisputed portions of invoices when due.

e. Cancellations. Customer may close Customer’s Account or cancel Customer’s Subscription Services at any time using the means described in Customer’s World Labs Account or by contacting support. Upon closing Customer’s Account, all Service Credits immediately expire and are waived, automatic renewal will be disabled, and Account is deemed closed the same day as Customer's request. Upon cancelling a Subscription Service, automatic renewal of that Subscription Service will be disabled, Subscription Credits expire at the end of the then-current Billing Period for the applicable Subscription Service, and Customer retains access to that Subscription Service through the end of that Billing Period.

f. Refunds. Subject to Section 4.4(e), and unless otherwise specified in an Order Form, or required by Applicable Law, all fees are non-refundable. World Labs may, in its sole discretion, provide Service Credits for documented service outages or performance issues. Service Credits, if granted, will be allocated to Customer’s Account and cannot be refunded as cash. Any overpayments will be credited to Customer’s account or refunded at World Labs' discretion. Support plans, uptime targets, maintenance windows, exclusions, and remedies may be further or alternatively specified in an applicable Order Form or Service-Level Agreement (agreed to between the Parties).

g. Taxes. Customer is responsible for all applicable taxes, duties, and governmental charges (collectively, "Taxes") associated with Customer’s purchase and use of Services, except as otherwise required under Applicable Law. If Customer is exempt from any Taxes, Customer must provide World Labs with appropriate tax exemption certificates. For international transactions, Customer is responsible for any applicable value-added tax (VAT), goods and services tax (GST), or similar taxes in Customer’s jurisdiction.

h. Billing. Unless otherwise provided herein, in an applicable Order Form, or in Customer’s Account: (i) recurring fees for Subscription Services will be automatically charged each Billing Period at the then-current rate using Customer’s designated payment method in accordance with Section 4.5(a); (ii) PAYG utilization and Overage Usage will be automatically charged at the point of sale or invoiced following each monthly Billing Period, and Customer will pay all undisputed invoiced amounts within thirty (30) days after receiving the applicable invoice; and (iii) Services purchased and made available at the time of purchase, including API Credits and Top-Up Credits, are due and payable immediately at the point of sale.

4.5. Subscriptions.

a. Subscriptions. Certain Services may be offered as Subscription Services, separated into different subscription tiers. By enrolling in Subscription Services, Customer authorizes World Labs to charge Customer’s designated payment method automatically for recurring fees. Unless otherwise specified in an applicable Order Form, each Subscription Service has a monthly Billing Period.

AUTOMATIC RENEWAL NOTICE: Unless otherwise stated, Subscription Services automatically renew at the then-current rate unless cancelled before renewal. Customer may cancel through Account settings.

b. Plan Features. Upon enrollment in any Subscription Services, Customer will receive the commensurate Service Credits, usage rates, feature access, and service capabilities associated with Customer’s elected Subscription Service. Customer’s specific entitlements, including Service Credit allocations and feature availability, are determined by Customer’s active Subscription Service tier, and are subject to Customer’s Order Form fee schedules and related terms.

c. Plan Modifications. Customer may modify Customer’s Subscription Service plan at any time through Customer’s Account, subject to the terms and pricing in effect at the time of modification and consistent with any Commit or other obligations under an applicable Order Form. Plan downgrades take effect at the beginning of the next Billing Period for the applicable Subscription Service unless otherwise specified in an applicable Order Form. Downgrades may result in loss of access to certain features or reduced credit allocations. Plan upgrades take effect immediately. Unless otherwise specified in an applicable Order Form, if Customer upgrades the Subscription Service plan from Pro to a higher tier, unused Subscription Credits from Customer’s prior plan may be applied as a discount toward the first Billing Period of the upgraded Subscription Service.

4.6. Credits.

a. Service Credits. Service Credits pricing, allocation, consumption costs, and expiration terms are subject to Section 4.4(b), but changes to expiration terms do not apply to Service Credits already allocated to Customer’s Account. Service Credits are allocated to Customer’s Account in accordance with Customer’s Order Form or active Subscription Service plan. Unless otherwise specified in an applicable Order Form, Subscription Credits expire on the last day of the applicable Subscription Service’s Billing Period and do not carry forward. API Credits and Top-Up Credits expire as provided in Sections 4.7(c) and 4.6(b), respectively. Customer is responsible for confirming the balance of Customer’s Service Credits. Service Credits have no cash value, are not redeemable for cash, are not a stored-value account or digital wallet, are non-refundable (except as provided in Sections 6.2(a) and 6.3), non-transferable (except as provided in Section 4.5(c) or applicable Order Forms regarding plan upgrades or conversions), and may only be used with the Services. World Labs may suspend Customer’s access to Service Credits during any suspension of Customer’s access to the Services under this TOS.

b. Top-Up Credits. Subject to Section 4.4, and unless otherwise herein provided, Top-Up Credits: (i) are purchased independently of Subscription Services to gain access to the Services; (ii) do not expire monthly like subscription-allocated credits; (iii) remain valid for one (1) year from the date of purchase ("Top-Up Period"); (iv) carry over month-to-month during the Top-Up Period; and (v) expire automatically if unused after the Top-Up Period. Top-Up Credits are consumed after Subscription Credits are exhausted during the applicable Subscription Service’s Billing Period. Unless otherwise herein provided, all other terms applicable to Service Credits apply equally to Top-Up Credits.

c. Overages. If Customer’s Service Credit usage during a Billing Period exceeds the Service Credits available to Customer for that Billing Period, including any Top-Up Credits ("Overage Usage"), Customer will be charged for the Overage Usage at the applicable rate shown in Customer’s Account or an applicable Order Form. Overage Usage will be invoiced or automatically charged in accordance with Section 4.4(h). Unpaid Overage Usage must be paid before new Service Credits may be purchased or applied.

d. Credit Consumption and Pricing. Service Credits are consumed based on Customer’s use of the Services, with each service action having an associated credit cost as specified in (a) the applicable Order Form, (b) Customer’s Account, or (c) the Pricing Page, in that order of precedence. Credit consumption occurs in real-time upon completion of each service action. Customer is responsible for monitoring Customer’s credit balance and usage. If an Order Start Date for a Subscription Service with a calendar-month Billing Period falls on a day other than the first day of a month, the Service Credit allocation for the first Billing Period will be prorated.

e. Conversion. A change from Eligible Paid Access to Low-Tier Access does not affect any opt-out under Section 2.6 for Customer Content submitted before the change.

4.7. API Use and Access.

a. Access. Customer may access the Services through APIs using API Credits purchased at the point of sale or on a PAYG utilization basis, as specified in Customer’s Account or an applicable Order Form.

b. Rate Limiting and Usage. API access may be subject to Rate Limiting and usage quotas as specified in Customer's Account, an applicable Order Form, or the Pricing Page.

c. API Credits. Where API access is funded through API Credits and the API Credit balance is insufficient, World Labs may reject API calls or charge the resulting usage as Overage Usage under Section 4.6(c). Customer may purchase API Credits through Customer’s Account or as otherwise made available by World Labs. Unless otherwise specified in an applicable Order Form or on the Pricing Page, API Credits are separate from Subscription Credits, remain valid for one (1) year from the date of purchase, carry over month-to-month during the foregoing period, and may only be applied toward API access to the Services. All other terms applicable to Service Credits apply equally to API Credits.

4.8. Reservation of Rights. World Labs reserves the right to modify pricing, discontinue Services, refuse service to any customer, reject any order, alter payment options, and limit available purchases, subject to Sections 4.3(d), 4.4(b), and 6.2(a) and limitations set forth in applicable Order Forms.

4.9. Minimum Commits.

a. Applicability. This Section 4.9 applies if an Order Form specifies a non-zero Commit.

b. Commit Balance. If there is a non-zero Commit Balance, Customer’s use of the Services will be debited first against Customer’s Commit Balance. Such Commit will be invoiced in equal installments spanning the Commit Schedule. If the Commit Schedule is to be paid upfront per the Order Form, the Commit is due in full upon the first invoice.

c. Acceleration. If Customer depletes the Commit Balance before Customer’s Commit is fully paid, the remaining amount will be accelerated, invoiced to Customer per the Invoice Schedule, with payment due per the Payment Term.

d. Fixed Service Term. If the Service Term has a defined end date and Customer depletes the Commit Balance before it expires, further use of the Services for the duration of the Service Term will be charged on a PAYG basis at the then-current Fee Schedule rates, and Section 4.6(c) does not apply.

e. Unfixed Service Term. If the Service Term has no defined end date and a Commit applies, the Initial Term expires when the Commit Balance is depleted. If the Order Form provides for automatic renewals, the Order Form will automatically renew with a refreshed Commit equal to the Commit for the Initial Term, unless terminated or cancelled before the renewal.

f. Cancellations. If this TOS or any applicable Order Form is terminated or cancelled by Customer for any reason other than World Labs’ material breach under Section 6.3 before the Commit has been fully invoiced and paid, the remaining unpaid portion of the Commit will become immediately due and payable as of the date of termination or cancellation. The Commit represents a minimum payment obligation and is non-cancellable regardless of actual usage or early termination, except as provided in Section 6.3.

5. INDEMNITIES; REPRESENTATIONS; WARRANTIES; DISCLAIMERS

5.1. To the fullest extent permitted by Applicable Law, Customer will indemnify, defend, and hold harmless World Labs, World Labs affiliates, and World Labs respective officers, directors, agents, partners, and employees (individually and collectively, the "World Labs Parties") from and against any losses, liabilities, claims, demands, damages, expenses or costs ("Indemnity Claims") arising out of or related to third-party claims associated with (a) Customer Parties’ or Customer’s end users’ access to or use of the Services, including through API interfaces; (b) Customer’s Customer Content or Feedback; (c) Customer Parties’ violation of this TOS, including API restrictions under Section 1.12; (d) Customer Parties’ violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) use or distribution of Outputs by or through Customer Parties, including by its end users. Customer shall promptly notify World Labs Parties of any third-party Indemnity Claims of which Customer becomes aware, cooperate with World Labs Parties in defending such Indemnity Claims, and pay all fees, costs, and expenses associated with defending such Indemnity Claims (including attorneys' fees). The World Labs Parties will have control of the defense or settlement, at World Labs' sole option, of any third-party Indemnity Claims. World Labs will not, without Customer’s consent, settle any Indemnity Claim in a manner that admits fault by, or imposes non-monetary obligations on, Customer. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Customer and World Labs or the other World Labs Parties.

5.2. Notwithstanding Section 5.1, Customer is under no obligation to indemnify World Labs due to third-party Indemnity Claims arising out of or related to World Labs’ gross negligence, fraud, or willful misconduct.

5.3. Representations and Warranties.

a. Each Party represents and warrants it has the authority to enter into this TOS; and perform its obligations under this TOS.

b. Customer. Customer represents and warrants that Customer has all necessary rights and permissions to submit Inputs and to permit World Labs to use Customer Content as provided in this TOS.

5.4. Disclaimers. THE DISCLAIMERS IN THIS SECTION 5.4 APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

a. General Disclaimers. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WORLD LABS DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES, OUTPUTS, AND RELATED CONTENT OR MATERIALS, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE SERVICES AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." WORLD LABS DOES NOT WARRANT THAT THE SERVICES OR CONTENT, INCLUDING THIRD-PARTY MATERIALS, WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, SECURE, OR UNINTERRUPTED. WORLD LABS IS NOT RESPONSIBLE FOR CONTENT CREATED, UPLOADED, POSTED, SENT, RECEIVED, OR STORED BY CUSTOMER PARTIES, OTHER USERS, OR THIRD PARTIES.

b. AI and Tech-Specific Disclaimers. CUSTOMER ACKNOWLEDGES THAT OUTPUTS GENERATED BY THE SERVICES USE ARTIFICIAL INTELLIGENCE AND MAY BE INACCURATE, INCOMPLETE, BIASED, OFFENSIVE, OR UNSUITABLE FOR CUSTOMER’S INTENDED USE. AI-GENERATED 3D WORLDS AND SPATIAL CONTENT MAY NOT ACCURATELY REPRESENT REAL-WORLD PHYSICS, DIMENSIONS, SPATIAL RELATIONSHIPS, OR CONDITIONS. WORLD LABS DOES NOT PROVIDE ALGORITHMIC EXPLAINABILITY OR DETAILED REASONING FOR OUTPUTS, AND THE AI MODELS OPERATE AS "BLACK BOX" SYSTEMS WITH LIMITED INTERPRETABILITY. INSIGHTS AND OUTPUTS PROVIDED BY THE SERVICES DO NOT CONSTITUTE PROFESSIONAL ADVICE, COUNSEL, OR RECOMMENDATIONS FOR ANY SPECIFIC USE CASE OR APPLICATION. WORLD LABS CLASSIFIES ITS SERVICES, INCLUDING FOR EU AI ACT PURPOSES, AS AT MOST LIMITED RISK AI SYSTEMS. THE SERVICES ARE NOT DESIGNED FOR AUTOMATED DECISION-MAKING WITH LEGAL OR SIMILARLY SIGNIFICANT EFFECTS; IF CUSTOMER USES ANY OUTPUT FOR SUCH PURPOSES, CUSTOMER ASSUMES FULL RESPONSIBILITY FOR COMPLIANCE WITH APPLICABLE LAW. WORLD LABS DOES NOT WARRANT THAT OUTPUTS ARE FREE FROM BIAS OR DISCRIMINATION, THAT OUTPUTS ARE UNIQUE OR NON-INFRINGING, OR THAT SIMILAR OUTPUTS WILL NOT BE GENERATED FOR OTHERS. CUSTOMER MUST INDEPENDENTLY EVALUATE OUTPUT BEFORE RELYING ON IT AND IS RESPONSIBLE FOR ITS USE, REQUIRED DISCLOSURES, AND COMPLIANCE WITH APPLICABLE LAW. WORLD LABS HAS NO RESPONSIBILITY FOR THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS ARISING FROM INPUTS, OUTPUTS, CUSTOMER'S PROMPTS OR REQUESTS, CUSTOMER'S USE, MODIFICATION, DISTRIBUTION, OR COMMERCIALIZATION OF OUTPUTS, OR THE ACCURACY, CONTENT, STYLE, SUBJECT MATTER, OR SUBSTANCE OF OUTPUTS.

c. Beta and Pre-GA Products. WORLD LABS MAY OFFER PRE-GA PRODUCTS TO CUSTOMERS ON A VOLUNTARY USE BASIS; SUCH PRODUCTS ARE NOT SUITABLE FOR PRODUCTION USE AND ARE PROVIDED "AS-IS" ON A TEMPORARY BASIS. FOR PRE-GA PRODUCTS, WORLD LABS PROVIDES NO INDEMNITIES; SERVICE-LEVEL COMMITMENTS; REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED), INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. ACCORDINGLY, CUSTOMER’S ACCESS TO AND USE OF A PRE-GA PRODUCT IS ENTIRELY AT CUSTOMER’S OWN RISK. CUSTOMER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. SUBJECT TO THE LAST SENTENCE OF SECTION 5.5, IN NO EVENT WILL WORLD LABS BE LIABLE FOR ANY SUCH USE OR DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO THE USE OF OR ACCESS TO PRE-GA PRODUCTS. CUSTOMER IS HEREBY ADVISED TO SAFEGUARD IMPORTANT DATA, USE CAUTION WHEN ACCESSING OR USING PRE-GA PRODUCTS, AND NOT TO RELY ON IN ANY WAY THE CORRECT FUNCTIONING OR PERFORMANCE OF ANY PRE-GA PRODUCT.

d. Content and Third-Party Materials. WORLD LABS IS NOT RESPONSIBLE FOR ANY NON-WORLD LABS PRODUCTS, THIRD-PARTY MATERIALS, OR INTEGRATIONS, DOES NOT GUARANTEE THEIR CONTINUED AVAILABILITY, AND MAY CEASE MAKING INTEGRATIONS AVAILABLE IN WORLD LABS’ SOLE DISCRETION.

e. Beneficiaries. ALL DISCLAIMERS ARE MADE FOR THE BENEFIT OF WORLD LABS, WORLD LABS PARTIES, AND WORLD LABS' RESPECTIVE SHAREHOLDERS, AGENTS, REPRESENTATIVES, LICENSORS, AFFILIATES, SUPPLIERS, AND SERVICE PROVIDERS, AS WELL AS THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

f. Risk Allocation. UNLESS OTHERWISE HEREIN PROVIDED, CUSTOMER’S USE OF THE SERVICES IS AT CUSTOMER’S SOLE RISK. CUSTOMER ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES AND ALL CONTENT PROVIDED THEREIN.

5.5. LIABILITY LIMITS. UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL WORLD LABS OR THE WORLD LABS PARTIES BE LIABLE TO CUSTOMER ARISING OUT OF OR RELATED TO THIS TOS OR THE SERVICES FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR LOST CONTENT OR DATA, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) ANY AGGREGATE DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE GREATER OF (I) ONE HUNDRED (100) DOLLARS OR (II) THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM(S) DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT OF WORLD LABS OR THE OTHER WORLD LABS PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

5.6. Releases.

a. To the fullest extent permitted by Applicable Law, Customer releases World Labs and the other World Labs Parties from responsibility, liability, claims, demands, and damages of every kind, known or unknown, arising out of or related to disputes between Customer Parties and other users or to third-party acts or omissions.

b. California Civil Code Section 1542. If Customer resides or is located in California, Customer waives California Civil Code Section 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." Customer also waives its rights under any similar law of any other jurisdiction.

6. TERM AND TERMINATION

6.1. Term. This TOS commences on the Effective Date and continues until the earliest of: (a) termination by either Party under this TOS or an Order Form; (b) closure of Customer’s Account; or (c) expiration or termination of all active Order Forms. If Customer has no active Order Form, its Account will be deemed closed unless World Labs permits the Account to continue.

6.2. Termination for Convenience.

a. World Labs Termination for Convenience. World Labs may terminate this TOS, an Order Form, or an Account for convenience at any time upon thirty (30) days’ notice. Upon such termination, World Labs will refund Customer, on a pro rata basis, prepaid fees attributable to the portion of the applicable Service Term following the effective date of termination and to unused Top-Up Credits and API Credits, less amounts attributable to consumed Service Credits and Services already performed.

b. Customer Termination for Convenience. Customer may terminate this TOS, an applicable Order Form, or its Account for convenience at any time. Cancellation and refund terms are governed by Sections 4.4(e) and 4.4(f). Termination does not relieve Customer of any Commit, accrued fees, overages, or other non-cancellable payment obligation under an Order Form.

6.3. Termination for Material Breach or Corporate Changes. Either Party may terminate this TOS or an Order Form if the other Party: (i) materially breaches and fails to cure the breach within thirty (30) days after written notice, except a security violation, illegal activity, or intellectual property infringement may result in immediate termination; (ii) repeatedly breaches this TOS or an Order Form; or (iii) becomes insolvent, files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Upon termination under this Section 6.3, the breaching Party is not entitled to refunds for prepaid fees or unused Service Credits, except that, if World Labs is the breaching Party, World Labs will refund Customer as provided in Section 6.2(a). This Section 6.3 does not limit World Labs’ suspension and termination rights under Sections 1.12(a) and 2.10(b).

6.4. Data Deletion. After termination, World Labs may delete Customer Content in accordance with the Privacy Policy, DPA, applicable Account settings, and Applicable Law. Customer is responsible for exporting any Customer Content it wishes to retain before termination.

6.5. Survival. Any rights, obligations, or performance of the Parties that by their express terms or nature are intended to survive termination or expiration of this TOS will survive, including provisions concerning Intellectual Property, Use of Data, technical restrictions, restrictions on use of Outputs, Attribution and Provenance, Confidentiality, Representations and Warranties, Indemnification, Disclaimers, Limitations of Liability, Releases, Data Deletion, Dispute Resolution, General terms, Definitions, and accrued payment obligations.

7. DISPUTE RESOLUTION

This Section 7 applies only to Consumer Customers. Section 8.9 governs disputes with all other Customers, unless an Order Form provides otherwise.

PLEASE READ THIS SECTION CAREFULLY. THESE SECTION 7 TERMS CONTAIN A BINDING, INDIVIDUAL ARBITRATION REQUIREMENT AND CLASS-ACTION WAIVER, WHICH MEANS CUSTOMER AND WORLD LABS AGREE TO RESOLVE MOST DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND NOT BY MEANS OF A CLASS ARBITRATION, A CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR A JURY TRIAL. THIS SECTION LIMITS THE REMEDIES AVAILABLE TO CUSTOMER IN THE EVENT OF A DISPUTE. CUSTOMER MAY OPT OUT WITHIN 30 DAYS BY EMAILING LEGAL@WORLDLABS.AI WITH CUSTOMER’S FULL NAME, ADDRESS, AND CLEAR INTENT TO OPT OUT.

7.1. Agreement to Arbitrate. Customer and World Labs agree to resolve disputes through binding individual arbitration, not in court or through class actions.

A "Claim" means any dispute, claim, or controversy (excluding small claims court cases and intellectual property disputes as specified below) between Customer and World Labs, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that either party wishes to seek legal recourse for and that arises from or relates to this TOS or the Services, including any privacy or data security claims or claims related to the validity, enforceability, or scope of this arbitration requirement or any portion of it. Exceptions: The following types of Claims are not subject to arbitration: (i) individual Claims brought in small claims court, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; (ii) any claim exclusively related to intellectual property and related rights of Customer or World Labs, including disputes over injunctive or other equitable relief to stop unauthorized use of intellectual property ("IP Claims").

7.2. What This Means:

• No Jury Trials: Neither party can demand a jury trial.
• No Class Actions or Representative Proceedings: Customer cannot join a class action lawsuit, class arbitration, or participate as a plaintiff or class member in any purported representative proceeding.
• Individual Basis Only: Each dispute is resolved separately.
• Binding Decision: The arbitrator's decision is final and binding.

7.3. Required Steps Before Arbitration.

Step 1 - Informal Resolution: Before filing for arbitration, Customer must send a written notice to legal@worldlabs.ai, or World Labs must send a written notice to Customer at the email or other address on record, in either case describing the dispute and desired resolution and, for a notice from Customer, stating Customer’s name and Account email address and signed by Customer ("Claimant Notice"). The Parties shall attempt good faith negotiations for 30 days ("Informal Resolution Period") from receipt of the Claimant Notice. If Customer or World Labs file a Claim in court or proceed to arbitration without providing a compliant Claimant Notice and waiting until the conclusion of the Informal Resolution Period, the other party reserves the right to seek relief from a court to enjoin the filing and seek damages from the Party that has not followed the informal resolution process to reimburse it for any arbitration fees and costs already incurred as a foreseeable consequence of that breach.

Step 2 - Arbitration Filing: If informal resolution fails, either party may file for arbitration with National Arbitration and Mediation ("NAM") at namadr.com under NAM’s Comprehensive Dispute Resolution Rules and Procedures and, where applicable, its Mass Filing Supplemental Dispute Resolution Rules and Procedures, as modified by this TOS. If NAM notifies the Parties in writing (email suffices) that it is not available to arbitrate any Claim, then that Claim may only be settled by binding individual arbitration conducted by American Arbitration Association ("AAA"). For Claims that must be arbitrated by AAA, the then-current version of the AAA's Consumer Arbitration Rules apply as modified by this TOS.

7.4. Arbitration Procedures.

• Single Arbitrator: One neutral arbitrator decides the case whose decision will be final and binding.
• Hearing Format:
  • Claims under $10,000: Written submissions only (unless arbitrator requires hearing).
  • Claims $10,000+: Video/phone hearing (in-person if arbitrator determines necessary).
• Location: If in-person hearing required, San Francisco County, CA, unless this would pose a substantial hardship for Customer , in which case the hearing may be conducted in Customer’s state and county of residence.
• Language: English.
• Decision: Written decision with reasoning required. The arbitrator must provide a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
• Enforcement: Judgment on the arbitration decision may be entered in any court having jurisdiction thereof.
• Discovery: Discovery will be permitted pursuant to the applicable Rules. However, discovery may be limited by the arbitrator if the arbitrator determines that the discovery sought is excessive given the amount in controversy or the complexity of the issues.
• Confidentiality: If Customer or World Labs submits a Claim to arbitration, Customer and World Labs agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of discovery in the arbitration.

7.5. Arbitrator Authority and Limitations. To the fullest extent allowed by Applicable Law, the arbitrator may only award legal or equitable remedies that are individual to Customer or World Labs to satisfy one of the individual Claims (that the arbitrator determines are supported by credible relevant evidence). The arbitrator will not have the authority to award punitive or exemplary damages, except where permitted by statute, and each party hereby waives its right to recover punitive or exemplary damages with respect to such Claims. The arbitrator cannot award relief benefiting persons other than the Parties to the arbitration.

7.6. Costs and Fees. Each Party pays its own arbitration fees per applicable rules. Any arbitration fees payable by World Labs are due thirty (30) days after World Labs receives the arbitration provider’s invoice. To the extent permitted by Applicable Law, a claimant must pay all costs incurred by the defending party, including any attorney's fees, related to a Claim if an arbitrator determines that (i) the Claim was not warranted by existing law or by a nonfrivolous argument or (ii) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.

7.7. Mass Claims Process. If 25 or more Claimant Notices are received by a party that raise similar claims and have the same or coordinated counsel, these will be considered "Coordinated Claims."

• Bellwether Process: After that point, counsel for the Parties shall select 20 Coordinated Claims to proceed in arbitration as a bellwether to allow each side to test the merits of its arguments. Each side shall select 10 claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. The entire bellwether process, including mediation, must be completed within 18 months of the first claim notice, unless Parties agree in writing to extend this deadline. Bellwether results do not bind other claimants.
• Mediation: After initial arbitrations conclude (or sooner if the claimants and the other party agree), Parties must engage in good faith mediation of all remaining Coordinated Claims, with World Labs paying the mediator's fee.
• Remaining Claims: Coordinated Claims not resolved through mediation may be filed in arbitration in staged batches of up to 100 claimants, with each batch filed after the prior batch concludes, unless the Parties agree otherwise in writing.
• Court Authority: A court shall have authority to enforce the bellwether and mediation processes defined in this section and may enjoin the filing of lawsuits or arbitration demands not made in compliance with it. If Coordinated Claims released from the arbitration requirement are brought in court, claimants may seek class treatment, but to the fullest extent allowed by Applicable Law, the classes sought may comprise only the claimants in Coordinated Claims for which a compliant Claimant Notice was received by the other party.
• Impracticability Waiver: To the extent Customer is asserting the same Claim as other persons and are represented by common or coordinated counsel, Customer agrees to waive any objection that the joinder of all such persons is impracticable.

7.8. Time Limit and Tolling. All Claims must be filed within one year after they arise, unless Applicable Law requires a longer filing period, or they are permanently barred. The statute of limitations and any filing fee deadlines for a Claim shall be tolled for the duration of the Informal Resolution Period for that Claim so that the Parties can engage in this informal dispute-resolution process. Applicable statutes of limitations will be tolled for Claims asserted in Coordinated Claims from the time a compliant Claimant Notice has been received by a party until this TOS permits such Coordinated Claim to be filed in arbitration or court.

7.9. Opt-Out Right. Customer may opt out of this arbitration requirement by emailing legal@worldlabs.ai within thirty (30) days of the later of: (i) the date Customer first accepted this TOS; or (ii) the date Customer first had notice of this arbitration agreement. Include Customer’s full name, mailing address, email, and clear statement opting out of arbitration. If Customer opts out, World Labs will also not be bound by this arbitration agreement as to Customer.

7.10. Changes to This Section. Customer may reject any change World Labs makes to this Section 7, except an address change, by emailing legal@worldlabs.ai within 30 days after the change. Customer must reject the change as a whole. If Customer rejects the change, the Account remains governed by the immediately preceding arbitration terms.

7.11. If Part of This Section Is Invalid. If a court decides that Applicable Law precludes enforcement of a limitation in this Section 7 for a particular Claim, only that Claim will be severed and may proceed in court. If a court decides that the limitation of liability provisions are unenforceable for a Claim, the arbitration requirement does not apply to that Claim. If any part of this arbitration section is found unenforceable, that part will be removed, and the remainder will remain effective. If class or representative claims must proceed in court, those claims will go to court while individual Claims remain in arbitration.

7.12. International. If Customer lives outside the United States, Customer may choose arbitration under this section or pursue dispute resolution in Customer’s home jurisdiction according to the dispute resolution process set forth under the law of Customer’s country of residence or other jurisdiction as permitted by local law.

7.13. Governing Law, Venue, and Survival. This arbitration agreement involves interstate commerce and is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and California law. Any permitted court proceeding will occur in San Francisco County, California. This Section 7 survives termination of Customer’s relationship with World Labs.

8. GENERAL

8.1. Entire Agreement. This TOS comprises the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations, and agreements, both oral and written. This TOS does not supersede any separately signed agreement between the Parties governing the Services, which controls to the extent of any conflict. No oral or written information or advice given by World Labs creates any warranty or in any way increases the scope of the warranties in this TOS.

8.2. Modifying Services. World Labs reserves the right to modify World Labs’ Services or to suspend or terminate providing all or part of World Labs’ Services at any time; charge, modify, or waive any fees required to use the Services in accordance with Section 4.4(b); or offer opportunities to some or all end users of the Services. All modifications and additions to the Services will be governed by this TOS, applicable Order Form, or the Supplemental Terms, unless otherwise expressly stated by World Labs in writing. World Labs is not responsible for any loss or harm related to Customer’s inability to access or use World Labs’ Services per this Section, except as provided in Section 6.2(a).

8.3. Relationship of the Parties. Nothing in this TOS constitutes or evidences any partnership, joint venture, employment, or agency relationship between the Parties.

8.4. No Third-Party Beneficiaries. This TOS is solely between the Parties and does not confer any rights or remedies to any person or entity, except that the World Labs Parties are third-party beneficiaries of Sections 5.1, 5.4, 5.5, and 5.6.

8.5. Priority. If terms conflict, the following order controls, unless applicable Supplemental Terms provide otherwise for their subject matter: a signed Order Form; applicable Supplemental Terms; this TOS. A signed BAA and the DPA control for their subject matter. The AUP and DMCA Policy govern only their subject matter.

8.6. Assignment. Customer may not assign or transfer this TOS without World Labs' prior written consent. World Labs may assign or transfer this TOS without Customer’s consent. Notwithstanding the foregoing, either Party may assign or transfer this TOS without the other Party’s prior written consent to the Party’s affiliates or subsidiaries, or in connection with a restructuring, merger, or consolidation, or sale of all or substantially all of such Party’s assets. Any attempted assignment in violation of this Section is void.

8.7. Amendment; Waiver. World Labs may update this TOS and any associated policies, schedules, exhibits, documents, or other incorporated or referenced materials at any time in its sole discretion. World Labs will use reasonable efforts to provide notice of material changes a, and all changes take effect upon posting. Continued use of the Services after a change takes effect constitutes acceptance. Changes do not apply to disputes arising before they take effect, and Section 7.10 governs changes to Section 7. Waiver of rights by a given Party under this TOS must be in writing; failure or delay by either Party to enforce any provision of this TOS will not be deemed a waiver of future enforcement of that or any other provision.

8.8. Equitable Relief. The Parties acknowledge that a breach of the intellectual property, confidentiality, or security provisions of this TOS may result in irreparable harm for which no adequate remedy at law exists, and that the non-breaching Party will be entitled to seek injunctive relief, specific performance, or other equitable relief as may be appropriate. Nothing herein limits either Party's right to seek monetary damages.

8.9. Governing Law. This TOS and any dispute arising out of or related to this TOS or the Services will be governed by and construed and enforced in accordance with the laws of the State of California, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any such dispute is not subject to arbitration pursuant to Section 7, then the state and federal courts located in the County of San Francisco, California, will have exclusive jurisdiction. The Parties waive any objection to venue in any such courts. If Customer’s local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to Customer only to the extent that local law conflicts with this section.

8.10. Export Control. Each Party will comply with export-control and sanctions laws applicable to it. Customer may not access, export, re-export, transfer, or use the Services, Outputs, or API Credentials in violation of those laws and represents that it is not a prohibited party. For API integrations, Customer agrees to implement appropriate geographic and user access controls consistent with export control requirements.

8.11. Severability. If any portion of this TOS other than Section 7 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from this TOS; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this TOS; and (c) the unenforceable or unlawful provision may be revised to the extent required to render this TOS enforceable or valid, and the rights and responsibilities of the Parties will be interpreted and enforced accordingly, so as to preserve this TOS and the intent of this TOS to the fullest possible extent.

8.12. Notices. Except as otherwise set forth herein, all notices required or permitted hereunder must be in writing and sent to the notice addresses in the applicable Order Form, the preamble, Section 10 (Contact Us), Customer’s Account, or any updated address provided by either Party from time to time through written notice, and will be considered effective: (i) on the next day if delivered personally to such Party; (ii) on the next day after mailing if mailed by registered or certified mail; or (iii) twenty-four (24) hours after being sent by email from and to the addresses specified herein, provided that during such twenty-four (24)-hour period the sender has not received an automated rejection or delivery-failure response.

8.13. Interpretation. The Section or other provision titles in this TOS are for convenience of reference only and do not in any manner affect the construction or meaning of anything herein contained or govern the rights or liabilities of the Parties hereto. The words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation". The word "or" is not exclusive. The words "herein," "hereof," "hereto," and "hereunder" refer to this TOS as a whole. References to defined terms in singular form include the plural and vice versa, unless otherwise specified.

8.14. Marketing and Publicity. During the term of this TOS, and consistent with any applicable branding guidelines, World Labs may reference the name, logo, and use of the Services of any Customer other than a Consumer Customer in World Labs’ marketing materials, case studies, sales and business presentations, internal business materials, and on the Site, unless Customer prohibits such references in writing by notifying World Labs.

8.15. Force Majeure. World Labs will not be liable for any failure or delay in performing its obligations under this TOS where such failure or delay results from circumstances beyond the reasonable control of World Labs including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, pandemics, strikes, cyberattacks, or failures of third-party telecommunications, power supply, or hosting or cloud services. World Labs shall, in the event of such circumstances, take prompt reasonable efforts to mitigate the circumstances and impacts thereof.

9. DEFINITIONS

The following capitalized terms have the following ascribed meanings:

9.1. "Acceptable Use Policy" or "AUP" means the policy covering permitted and prohibited uses of the Services, herein incorporated in its entirety, provided by World Labs and available at https://www.worldlabs.ai/aup.

9.2. "Account" means the user profile created with World Labs that enables access to and use of the Services, and accessible at https://atlas.worldlabs.ai/settings/profile.

9.3. "AI Models" means World Labs' proprietary artificial intelligence models designed for, among other functions, 3D world generation and spatial intelligence applications.

9.4. "API Credentials" means authentication tokens, API keys, access credentials, and other security mechanisms that World Labs provides for authorized API access. API Credentials are World Labs’ confidential and proprietary information and are subject to Section 1.12.

9.5. "API Credits" means Service Credits purchased independently of Subscription Services for use with API access to the Services.

9.6. "Applicable Law" means all laws and regulations applicable to World Labs’ provision and operation of the Services and Customer’s use of the Services as provided by World Labs.

9.7. "Authorized Users" means users authorized by Customer to use the Services.

9.8. "Billing Period" means, with respect to a Service, the period identified in this TOS, Customer’s Account, or an applicable Order Form over which access, recurring fees, usage, or Service Credit allocations are measured or provided. Unless otherwise specified, the Billing Period for Subscription Services and Services billed based on PAYG utilization is monthly. Different Services may have different Billing Periods.

9.9. "Business Associate Agreement" or "BAA" means a business associate contract meeting the requirements of 45 C.F.R. § 164.504(e).

9.10. "Commercial Purpose" means any use of the Output for business, commercial, or revenue-generating purposes, including:

• Direct Commercial Use: receiving compensation, payment, or commercial benefit directly from the use, sale, licensing, or distribution of the Output;
• Integration: integrating the Output into software platforms, applications, or developer tools (including through API integrations where the Output becomes a component of customer-facing applications) that are offered commercially, integrated into business operations, or used in commercial contexts;
• Marketing and Promotional Use: using the Output for marketing, advertising, promotional, or branding purposes for any commercial entity;
• Authorized Reseller Activities: selling, licensing, or distributing the Output through authorized reseller, partner, or white-label arrangements as specifically permitted in applicable Order Forms; and
• Sublicensing and Downstream Rights: granting sublicenses or downstream usage rights to third-parties for commercial purposes, subject to the limitations set forth in this TOS and applicable Order Forms.

Commercial Purpose includes both direct monetization of Outputs and indirect commercial benefit derived from Outputs, regardless of whether a Customer Party charges end customers for access to the Output itself.

9.11. "Commit" means a minimum payment obligation in the amount specified in an applicable Order Form, which Customer may apply toward Service Credits.

9.12. "Commit Balance" means the remaining portion of the Commit amount available to apply toward Service Credits, against which Customer’s use of the Services is debited.

9.13. "Commit Schedule" means the period over which a Commit obligation is invoiced, as specified in an applicable Order Form.

9.14. "Concurrency Limits" means the maximum number of simultaneous API requests or connections permitted for an Account.

9.15. "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this TOS and that is marked as confidential or proprietary, or should reasonably be understood to be confidential from its nature and the circumstances of disclosure, including without limitation any of World Labs’ non-public business, financial, technical, customer, or product plans, forecasts, strategies or other information not generally known to the public, whether or not stored in any medium. Customer Content, Feedback, and System Data are not Customer’s Confidential Information under this TOS, whether or not marked or described as confidential. Confidential Information also excludes information that the Receiving Party can demonstrate in writing that (i) at the time of disclosure or thereafter becomes generally known to the public through no fault of the Receiving Party; (ii) was already independently known by the Receiving Party prior to disclosure by the Disclosing Party; (iii) is at any time independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information; or (iv) is disclosed to the Receiving Party by a third-party which did not directly or indirectly obtain such information from the Disclosing Party subject to any confidentiality obligation.

9.16. "Consumer Customer" means an individual Customer who uses the Services primarily for personal, family, or household purposes and not on behalf of an organization or for a Commercial Purpose.

9.17. "Customer" means the individual or entity that accepts this TOS and is identified as the account holder or contracting party. Customer is responsible for its Authorized Users as provided in Section 1.6.

9.18. "Customer Content" means Input and any Output owned by Customer under Section 2.3(b).

9.19. "Customer Parties" means Customer and its Authorized Users.

9.20. "Data Processing Addendum" or "DPA" means World Labs’ data processing addendum attached as Exhibit B to this TOS , herein incorporated in its entirety, available at Data Processing Addendum.

9.21. "DMCA Policy" means the policy covering compliance with the Digital Millennium Copyright Act, herein incorporated in its entirety, provided by World Labs and available at https://www.worldlabs.ai/dmca.

9.22. "Documentation" means the instructions, help files, manuals, API specifications, technical requirements, and developer guidelines that World Labs makes available to Customer Parties at https://docs.worldlabs.ai/.

9.23. "Eligible Paid Access" means use of: (a) an active Pro or higher Subscription Service; (b) paid API access; or (c) paid access other than a Subscription Service that World Labs designates as eligible.

9.24. "Feedback" means any questions, comments, suggestions, ideas, original or creative materials, or other information about World Labs or World Labs’ Services, which may be voluntarily or gratuitously provided to World Labs by Customer from time to time during the term of this TOS.

9.25. "Fee Schedule" means the schedule for paid Services made available to customers by World Labs, and their requisite fees.

9.26. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996 (as amended, the "HIPAA Act"), and the Privacy Standards and Security Standards and other rules and regulations promulgated thereunder, the Health Information Technology for Economic and Clinical Health Act ("HITECH Act"), and the rules and regulations promulgated thereunder (HIPAA Act, HITECH Act, the Privacy Standards, the Security Standards and such other rules and regulations, collectively, "HIPAA").

9.27. "Initial Term" means the period commencing on the Order Start Date and continuing for the Service Term specified in an applicable Order Form.

9.28. "Input" means a prompt, script, image, video, information, or other material that a Customer Party inputs, posts, stores, or shares through the Services.

9.29. "Invoice Schedule" means the dates or frequency on which World Labs issues invoices for amounts subject to invoicing, as specified in an applicable Order Form or Section 4.4(h). An Invoice Schedule does not apply to amounts automatically charged or payable at the point of sale.

9.30. "Low-Tier Access" means use of a free or Standard tier, including a trial, promotional, or other service arrangement that World Labs designates as Low-Tier Access, and any other use of the Services that is not Eligible Paid Access.

9.31. "Non-Commercial Use" means all activities not covered as Commercial Purpose, including personal, educational, or non-profit purposes where Customer does not: (A) receive any form of compensation, payment, or commercial benefit; (B) use the Output in connection with any business, commercial enterprise, or revenue-generating activity; (C) sell, license, distribute, or otherwise commercially exploit the Output; (D) use the Output for marketing, advertising, or promotional purposes for any commercial entity; or (E) incorporate the Output into any product or service offered for sale or commercial distribution.

9.32. "Order Form" means an order entry, form, quote, or other similar ordering action or document that identifies key information, including the Services World Labs will provide to Customer, the pricing for the Services, and other order-specific terms. An Order Form must reference this TOS and be signed or otherwise duly executed by both Parties, which execution may occur by (i) physical or electronic signature, (ii) click-through acceptance, or (iii) incorporation by reference into this TOS through Customer’s acceptance hereof.

9.33. "Order Start Date" means the date on which an Order Form commences, as specified therein.

9.34. "Output" means images, videos, text, 3D worlds, and other materials generated by the Services based on Input. Output does not include Feedback, System Data, World Labs Products, technology, Confidential Information, or associated intellectual property.

9.35. "Pay-As-You-Go" or "PAYG" means a billing model under which Customer pays for Services based on usage.

9.36. "Payment Term" means the period within which payment is due following receipt of an invoice, as specified in an applicable Order Form.

9.37. "Pre-GA Product" means a product, feature, service, or other content that World Labs makes available to Customer, but which is identified as an "Alpha" or "Beta" version, "Pre-GA", "Pre-Release", or another identifier that indicates that the item is not yet generally-available.

9.38. "Pricing Page" means the pricing and fee schedules for the Services that World Labs makes available to Customer Parties at https://atlas.worldlabs.ai/settings/credits/studio.

9.39. "Privacy Policy" means the policy describing World Labs' practices concerning the processing of personal information, available at https://www.worldlabs.ai/privacy-policy.

9.40. "Protected Health Information" means as defined in 45 CFR § 160.103.

9.41. "Rate Limiting" means technical controls implemented by World Labs to restrict API access frequency, volume, or duration to ensure system performance, security, and fair usage across all customers.

9.42. "Renewal Term" means each successive term following the Initial Term for which an Order Form automatically renews, subject to the terms and pricing in effect at the time of renewal.

9.43. "Security Measures" means the administrative, technical, physical, and organizational safeguards implemented by World Labs designed to protect the Services and Systems in accordance with industry standards.

9.44. "Sensitive Data" means health, biometric, children’s, financial-account, or government-identification data, and other data subject to heightened privacy and security protections under Applicable Law.

9.45. "Service Credits" means pre-paid credits for use with the Services, including credits allocated through Subscription Services, or purchased separately as API Credits or Top-Up Credits.

9.46. "Service Term" means the duration of Services under an Order Form, as specified therein.

9.47. "Services" means the World Labs products, services, APIs, software, websites, Documentation, support, and related functionality made available to Customer under this TOS or an Order Form.

9.48. "Site" or "Sites" means the websites located at https://www.worldlabs.ai and https://marble.worldlabs.ai (or any successor links) and all associated web pages, websites, and social media pages provided by World Labs.

9.49. "Subscription Credits" means Service Credits allocated to Customer’s Account under a Subscription Service.

9.50. "Subscription Services" means Services offered on a subscription basis with recurring billing, separated into different subscription tiers.

9.51. "System" means any system, network, platform, database, computer, facility, application, software, hardware, interface, development or performance testing tool, telecommunications equipment, cabling, storage device, or other technology used in connection with the Services.

9.52. "System Data" means data collected, generated, or derived by World Labs concerning the performance, availability, usage, integrity, or security of the Services, including:

• Service Operations Data: logs, statistics, reports, and metrics concerning the performance, availability, integrity, security, and operational status of the Services and Systems;
• Usage Data: data concerning Customer Party interactions, feature use, API calls, credit consumption, and service usage, including aggregated or anonymized derivatives of Inputs and Outputs used to train, improve, or develop World Labs AI Models and related technologies;
• API Technical Data: authentication logs, rate limiting data, API endpoint usage statistics, integration performance metrics, and technical diagnostic information related to API access and functionality; and
• System Enhancement Data: technical improvements, optimizations, and derivatives developed by World Labs based on service provision, user interactions, and system performance analysis.

System Data excludes Inputs in their original form. World Labs processes personal information within System Data in accordance with the Privacy Policy.

9.53. "Third-Party Materials" means third-party products, services, content, and information, including data storage services, communications technologies, and internet and mobile operators, made available on or through the Services.

9.54. "Top-Up Credits" means Service Credits purchased and allocated to Customer’s Account beyond or separately from its Subscription Credits.

9.55. "World Labs Products" means World Labs' products and services, including spatial intelligence AI products covering AI Models and associated software, APIs, interfaces, and cloud-based infrastructure.

10. CONTACT US

If Customer has a question or complaint regarding the Services, please send an email to support@worldlabs.ai or legal@worldlabs.ai. Customer may also contact World Labs at 2261 Market Street STE 24603, San Francisco, CA 94114. Email may not be secure, so Customer should not include payment card information or other Sensitive Data in email correspondence.

Further, under California Civil Code Section 1789.3, California consumers are entitled to the following specific 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 1 (800) 952-5210.

EXHIBIT A: ORDER FORM

ORDER DETAILS	ENTRIES
World Labs	World Labs Technologies, Inc.; 2261 Market Street STE 24603, San Francisco, CA 94114; legal@worldlabs.ai, support@worldlabs.ai
Customer	As identified in Customer’s Account
Order Start Date	The Effective Date
Service Term	Until terminated or cancelled under the TOS
Renewal?	Per Section 1.4 below
Commits?	Total Commitment: N/A; Commit Balance: N/A
Invoice Schedule	As applicable under TOS Section 4.4(h), unless otherwise specified below
Billing Period	PAYG Utilization: Monthly; Other Services: As provided in the TOS, unless otherwise specified below
Payment Method	Customer’s designated payment method or the payment instructions stated in an applicable invoice
Payment Term	As applicable under TOS Section 4.4(h), unless otherwise specified below

1. ORDER SUMMARY

1.1. Services. Beginning on the Order Start Date, World Labs will provide the Services and service entitlements described in this Order Form and Appendix A; in exchange, Customer agrees to pay World Labs as provided herein and noted in Customer’s Account. This Order Form commences on the Order Start Date and continues for the Service Term (Initial Term), unless terminated earlier.

1.2. Billing and Payment. Fees and usage will be calculated for each applicable Billing Period and invoiced where applicable, automatically charged, or collected at the point of sale in accordance with TOS Section 4.4(h) and the Order Details above, unless otherwise specified below.

1.3. Pricing. Customer will be provided with Service Credits or enrolled in subscription billing based on Customer’s Subscription Service or other elections in Customer’s Account. All Subscription Services and Service Credit pricing, features, and service specifications are subject to modification by World Labs in accordance with TOS Section 4.4(b). Services covered by this Order Form will be charged per the Fee Schedule in Appendix A.

1.4. Renewal. Subscription Services renew as provided in TOS Section 4.3(d).

2. ADDITIONAL TERMS

2.1. Governing Terms. Unless otherwise provided herein, any terms not specified in this Order Form shall be governed by and subject to the applicable provisions of the TOS.

2.2. Contact Information. For questions regarding this Order Form or billing matters, see the Contact Us section in the TOS.

EXHIBIT A, APPENDIX A: FEE SCHEDULE

The Fee Schedule applicable to this Order Form is the public Pricing Page. Customer should refer to the Pricing Page for the most up-to-date pricing and service information.

To the extent not overridden by the Pricing Page, the following terms apply to the applicable fee schedules:

(a) Confidentiality. To the extent not publicly posted, the Fee Schedule, including its pricing, Service Credit allocations, and conversion rates, constitutes World Labs' Confidential Information.

(b) Customer Elections. An item is included in Customer's purchase only if the Fee Schedule or Customer's Account identifies it as elected.

(c) Subscription Pricing. Each Subscription Service price applies per Billing Period.

(d) API Metering. Each API Credit conversion rate applies per unit of the standard metering basis shown for the applicable operation.

(e) API Pricing Method. For each operation, the API Credit conversion rate applies when usage is funded with API Credits, and the PAYG unit price applies when usage is billed on a PAYG basis.

(f) Unlisted Services. Any Service or operation not expressly priced in the Fee Schedule or Customer’s Account is outside the scope of this Order Form and, if made available and used, will be charged at the applicable rate displayed in Customer’s Account or on the Pricing Page, unless otherwise agreed in writing.

(g) Pricing Changes. Fee Schedule pricing is subject to change in accordance with Section 4.4(b) of the TOS.

EXHIBIT B: DATA PROCESSING ADDENDUM

See the Data Processing Addendum.