TERMS OF SERVICE

Last Updated: August 12th, 2025

These Terms of Service (“Terms”) apply to your access to, and use of, the websites and generative artificial intelligence (“AI”) media platform provided by fal – Features & Labels, Inc. (“Company,” “we,” “us,” or “our”). By checking a box to accept or by using the Services (as defined below), you agree to these Terms. These Terms form a binding legal contract between Company and you as a customer (“Customer,” “you,” or “your”) governing your use of (i) any websites or other online products or services provided by Company that link to these Terms, including www.fal.ai (“Sites”), and (ii) the Company platform as made available to customers as a cloud-hosted service (collectively with the Sites, and as applicable, the “Services”).

BY AGREEING TO THESE TERMS, YOU AND COMPANY AGREE TO RESOLVE MOST DISPUTES SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. IF YOU DO NOT WISH TO ARBITRATE DISPUTES WITH COMPANY, YOU MAY OPT OUT OF ARBITRATION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 18. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OUR SERVICES.

We may make changes to these Terms. The “Last Updated” date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through our Services, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using our Services.

  1. Your Information

You may provide certain information to Company in connection with your access or use of our Services, or we may otherwise collect certain information about you when you access or use our Services. You agree to receive emails and other types of communication from Company via the Services using the email address or other contact information you provide in connection with the Services. You represent and warrant that any information that you provide to Company in connection with the Services is accurate.

For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy https://fal.ai/privacy.

  1. Eligibility

You must be 18 years of age (or the legal majority where you live). If you are under 18 years old (or the age of legal majority where you live), you may not use our Services. If you are a parent or guardian and you believe that your child under the age of 18 is using our Services without your consent, please contact us at [email protected].

  1. Defined Terms

Capitalized terms will have the meanings provided in this Section 3 or as otherwise defined in these Terms.

  1. “Customer Solution” means your product or services that integrate or interface with the Services through application programming interfaces (“APIs”) and is made available to your End Users.
  2. “Documentation” means any user manuals, API materials, and any other instructional, technical, or training materials relating to the Services that are provided to Customer in electronic form or via the Sites (including under Frequently Asked Questions), as may be updated by Company from time to time.
  3. “End Users” means your end user customers who use the Customer Solution.
  4. “Term” means the term during which you have an account with us and are allowed to access and use the Services.
  5. “Usage Data” means anonymized or aggregated data collected, computed, originated, or stored by Company resulting from the use or provision of the Services, which may include data based on or derived from Customer Input.
  1. Services
  1. Subject to your payment of the required fees (or credits), Company grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Sites and the Services in accordance with these Terms and applicable Documentation for your own personal or internal business use. Company will use commercially reasonable efforts to provide the Services in material conformance with these Terms.
  2. The following provisions apply if your use case involves accessing the Services through a Customer Solution using Company’s APIs:
  1. during the Term, and subject to your payment of fees due, Company grants you a limited, worldwide, non-exclusive right to (A) access and use the Services in accordance with these Terms and applicable Documentation through an integration or interface with the Customer Solution using Company approved APIs; (B) use the Documentation in connection with the Services; and (C) allow End Users to access and use the Services through the Customer Solution in accordance with these Terms and applicable Documentation.
  2. Company hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, license to access and use Company’s API materials as part of the Documentation solely to (A) develop an interface or integration between the Customer Solution and the Services and (B) access the Services using such interface or integration to provide Customer Input and obtain Output Content (as each is defined in Section6(a)). Company may limit API calls from the Customer Solution if Company determines in its reasonable judgment the number of API calls is excessive or constitutes abusive usage or otherwise interferes or impairs the proper functioning of the Services. Client will not expose any of the Services APIs directly to any End Users.
  1. The Services provide AI content generation features that allows the creation of Output Content (“AI Features”). The AI Features may allow the submission of Customer Input as prompts and generate Output Content based on those prompts. Customer must use the AI Features and the Output Content only (i) in a lawful manner and in compliance with all applicable laws, rules, and regulations and (ii) in a manner (including with respect to any Output Content) that does not infringe or attempt to infringe, misappropriate, or otherwise violate any rights of Company or any third party. In addition, Company will use the AI Features only in accordance with these Terms and any Documentation directed to the AI Features. Due to the nature of the AI Features, Output Content may not be unique across users, and the AI Features may generate different, the same, or similar Output Content for other users. The AI Features are not error-free, may not work as expected, and may generate incorrect information or Output Content. Company does not represent, warrant, or covenant that any Output Content will be original, will not infringe rights of any third party (including intellectual property rights), or otherwise entitle Company to any intellectual property rights in any Output Content. Customers’ use of the AI Features is at their own risk.

  1. Company may make commercially reasonable updates to the Services from time to time. Any such updates will not result in a material adverse impact to your use of the Services.
  1. Accounts
  1. You will be required to create an account with Company in order to use some or all of our Services. You may not share or permit others to use your individual account credentials. You will promptly update any information contained in your account if it changes. You must use a strong password for your account.
  2. Company may allow you to create a “Team Organization” account to which you can invite team members who will be able to create their own individual accounts that are associated with the Team Organization to access and use the Services. The Team Organization account will centralize billing and Services access for the whole team. By creating a Team Organization account, you agree to serve as the administrator and point of contact for the Team Organization to handle any billing or use issues relating to the Services.
  3. You must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. We reserve the right to reject, require that you change, or reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.
  1. Customer Input and Use of the Services
  1. Our Services allow you to submit information, data, text, queries, prompts, media, and other content (collectively, “Customer Input”) for use and processing by the AI Features that are part of the Services to generate data, text, sound, video, images, media, or other content (“Output Content”). Customer hereby grants Company a non-exclusive, non-sublicensable, royalty-free license to reproduce, use, access, store, display, adapt, translate, modify, create derivative works from, and otherwise process any Customer Input to provide the Services.
  2. Subject to the license granted to Company in this Agreement, Customer owns and retains all right, title, and interest in and to the Customer Input.
  3. Notwithstanding anything to the contrary in this Agreement, Customer acknowledges and agrees that Company may generate, collect, store, use, transfer, and/or disclose to third parties Usage Data and use Usage Data to perform data analytics; to monitor, improve, and support the Services; to design, develop, and offer Company products, services, and AI models; and for any other lawful purposes. Company owns and retains all rights to Usage Data, and no rights are granted to Customer, whether by implication, estoppel, waiver, or otherwise in or to any Usage Data.
  4. Customer acknowledges and agrees that Customer (not Company) has control over Customer Input. Client represents and warrants to Company that it has all rights, consents, licenses, and/or permissions necessary to grant the license in Section 6(a) and to otherwise provide Customer Input to Company in connection with Customer’s use of the Services. Customer will not upload, post, transmit, submit, input, reproduce, or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property rights without first obtaining the permission of the owner of such rights. Customer will comply with all applicable laws and regulations in connection with Customer’s use of the Services, including those laws related to data privacy and the transmission of personal data. Without limiting the generality of the foregoing, Customer will be solely responsible for ensuring that Customer and Company, to the extent acting on Customer’s behalf, have the right to collect, store, use, process, and share the Customer Input in connection with the Services.
  5. Customer agrees that the Services contain trade secrets and other valuable proprietary information and intellectual property rights belonging to Company or its licensors. Customer will not:
  1. alter, copy, modify, translate, or make derivative works of, or permit the alteration, copying, modification, translation, or making derivative works of, the Services, Documentation, or any component thereof;
  2. attempt to derive the source code or object code for the Services, including by reverse engineering, decompiling, disassembling, or similar means;
  3. seek to acquire any ownership interest in or to the Services or Documentation;
  4. copy, frame, scrape, license, offer, sell, transfer, rent, or lease the Services or attempt any of the foregoing;
  5. remove, alter, or obfuscate any copyright, trademark, or other proprietary rights notices included with the Services or Documentation;
  6. access the Services or Documentation or use the Services in order to develop or build a similar product or competitive product;
  7. use any data mining, robots, or data gathering or extraction methods;
  8. enable access to the Services by anyone other than an authorized user;
  9. develop any scripts or software applications that interact with or integrate with the Services unless first authorized in writing by Company;
  10. circumvent or modify any security technologies designed to prevent unauthorized access to the Services;
  11. use or access the Services in a manner would damage, disable, overburden, or impair any servers or networks used by Company to provide the Services;
  12. resell, transfer, assign, or sublicense Customer’s rights under these Terms to any third party or use the Services on a timesharing, service bureau, or similar arrangement, to run an outsourcing business, or to provide the Services for the benefit of any third party;
  13. knowingly introduce any viruses, corrupted or destructive files or data, or malicious or harmful code into the Services; and
  14. systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory.
  1. We do not undertake to review all Customer Input, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any Customer Input. Although we have no obligation to screen, edit, or monitor Customer Input, we may:

  1. terminate or suspend your access to all or part of the Services if your Customer Input is reasonably likely, in our sole determination, to violate applicable law or these Terms;
  2. take any action with respect to your Customer Input that is necessary or appropriate, in Company’s sole discretion, to ensure compliance with applicable law and these Terms or to protect any third-party rights, including third-party intellectual property and privacy rights; or
  3. cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone submitting any materials on or through the Services.
  1. Prohibited Conduct

You will not use our Services other than for their intended purpose. Further, you will not use the Services to:

  1. infringe on, violate, dilute, or misappropriate the intellectual property rights of any third party or any rights of publicity or privacy of any person;  
  2. store, send, or post defamatory, inflammatory, trade libelous, threatening, abusive, hateful, harassing, obscene, pornographic, or indecent content or data;
  3. commit, promote, or encourage human trafficking, child pornography, sexual violence, bullying, or extreme gore or use the Services to generate, distribute, or facilitate sexually explicit content;
  4. interfere with or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of the Services or any other customer’s use and enjoyment of the Services;
  5. attempt to discover, access, read, alter, destroy, or damage any programs, data, or other information utilized in connection with the Services;
  6. mislead or deceive others related to the promotion of disinformation, distribution of spam, impersonating other individuals, or facilitating false online engagement;
  7. engage in any automated use of the Services, such as using scripts to send comments or messages;  
  8. upload or transmit any content that constitutes unsolicited or unauthorized advertising promotional materials, commercial activities, or any other form of solicitation;
  9. use the Services to develop, deploy, or facilitate subliminal, manipulative, or deceptive techniques that distort a person’s behavior or decision-making in a manner likely to cause harm or prevent them from making informed decisions;
  10. use the Services to create, expand, or contribute to facial recognition databases without the explicit, informed consent of the individuals whose data is included;
  11. use the Services to conduct real-time remote biometric identification in public spaces for law enforcement or surveillance purposes;
  12. use the Services to evaluate, classify, or score individuals based on their social behavior or personal traits in a manner that leads to detrimental or unfavorable treatment;
  13. use the Services to categorize individuals based on biometric data to deduce or infer sensitive attributes, including but not limited to race, political opinions, religious beliefs, or sexual orientation;
  14. use the Services to assess or predict the risk of an individual committing a criminal offense based solely on personal traits or profiling;
  15. use the Services to create, distribute, or facilitate content that is psychologically or emotionally harmful;
  16. use the Services to create, distribute, or promote misinformation or disinformation;
  17. use any outputs from any Third-Party Materials in applications involving deepfakes, biometric identification, or any other unlawful activity;
  18. extract metadata or reverse-engineer model behavior to infer personal information, identity, or content provenance;
  19. generate or use any Output Content that replicates any real-world likeness, person, brand, or location unless you have independently obtained all necessary clearances.

Enforcement of Sections 6 and 7 is solely at Company’s discretion, and failure to enforce either of these sections in some instances does not constitute a waiver of our right to enforce it in other instances.

  1. Fees and Payment Terms
  1. Pricing for the Services may be based on compute time (e.g., number of inference steps) or by model output (e.g., by size of generated images, per image, or per video), as described on the Sites. To utilize the Services, Customer will be required to purchase credits in advance. Each time you use the Services (whether through the user interface or through an API call) the cost for such use will be deducted from your credit balance. You are solely responsible for maintaining a sufficient credit balance to use the Services. If you do not have enough credits to cover your use of the Services, you will be required to purchase additional credits. Credits will expire 365 days from the date of purchase. If you receive free or other promotional credits, they expire in 90 days. Once purchased, these credits can be used only for the consumption of Services and are non-refundable (except as otherwise expressly provided in these Terms or otherwise agreed to by Company in its sole discretion), non-transferable, and cannot be exchanged for currency.
  2. Prices shown on the Sites exclude all taxes. All prices on the Sites are subject to change at any time without notice, and any new pricing will be posted to the Sites. Customer is responsible for paying any taxes (including sales, and use taxes), charges, tariffs, and duties arising under these Terms for Customer’s use of the Services, excluding taxes based on Company’s income.
  3. Customer may use a payment card or Automated Clearing House (ACH) to pay for credits in U.S. Dollars. Customer and Company will enter into the necessary payment authorizations forms to enable payments by Customer via ACH. Company offers use of a payment card as a convenience to its customers and uses a third-party payment processor to process payment transactions on its behalf. By enabling payment by payment card, Customer (i) agrees to be bound by the separate terms and conditions applicable to the third-party payment processing services; (ii) authorizes Company to have the payment processor charge or debit the payment card provided by Customer in the amount of the credits purchased; and (iii) will pay for all associated payment processing fees. We may receive updated information from your issuing bank or our payment service provider about any payment method you have used. Customer acknowledges and agrees that all Customer information submitted in connection with its payment card is separately collected, processed, and stored by the payment processor and is subject to the payment processor’s posted privacy policy. Company will not be responsible for and will have no liability in respect of any services provided by the payment processor.  
  1. Term, Termination, and Suspension
  1. These Terms will continue for the Term, unless we terminate these Terms or your account is deactivated as permitted by these Terms. Company may deactivate your account if you fail to log-in or otherwise use the Services for more than one year. Any such deactivation will require you to reactivate your account. You may deactivate your account by following any instructions provided or otherwise contacting us and requesting to do so.

  1. Either party may terminate these Terms upon written notice to the other party if such other party commits a material breach of these Terms and fails to cure such breach within 30 days of having received notice of the breach. Company may terminate these Terms with immediate effect if required to do so by applicable law or for any breach by Customer of Section 6 or Section 7.

  1. Company may suspend or limit access to the Services at any time: (i) if Company determines that Customer is using the Services in violation of applicable law, breach of Sections 6(d), 6(e), or Section 7, or in connection with any fraudulent activity; (ii) if Company reasonably determines that Customer’s use of the Services adversely affects or interferes with the normal operation of the Services, or any service to others in a material manner; (iii) if Company is prohibited by an order of a court or other governmental agency from providing the Services; (iv) for Customer’s non-payment of any fees due and payable within 10 days of demand by Company; or (v) if Company reasonably believes there exists any malicious code or a security incident that threatens the security of the Services or Customer Input. Company will use commercially reasonable efforts to notify Customer before such suspension, but Company reserves the right to exercise its suspension rights without prior notice if it reasonably determines it is required to protect its interests in, or the integrity or security of, the Services. Company will have no liability for any damages, liabilities, or losses as a result of any suspension or limitation of Customer’s use of the Services in accordance with this paragraph.
  1. Ownership

Subject to the use rights granted under this Agreement, as between the parties, Company exclusively owns and retains all right, title, and interest in and to the Services, including all underlying software, applications, algorithms, models, workflows, methodologies, processes, systems, and other technology or content for providing artificial intelligence-based solutions, and any improvements, modifications, enhancements, or derivatives of the foregoing, and all intellectual property rights relating to any of the foregoing. Except for the rights expressly granted in these Terms, no other rights are granted to Customer, whether by implication, estoppel, waiver, or otherwise. 

  1. Trademarks

Company and our logos, product, or service names, slogans, and the look and feel of the Services are trademarks of Company, and you will not copy, imitate, or use any of them, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

  1. Feedback

You may voluntarily submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about Company or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Services, or to improve, design, or develop new products or services in Company’s sole discretion. Company will exclusively own all improvements to, or new, Company products, services, or Services based on any Feedback. You understand that Company may treat Feedback as non-confidential.

  1. Third-Party Content
  1. Our Services may rely on or interoperate with third-party products and services, including data storage services, communications technologies, third-party apps, machine learning models hosted by third parties, and internet and mobile operators (collectively, “Third-Party Materials”). These Third-Party Materials are beyond our control, but their operation may impact, or be impacted by, the use and reliability of our Services. You acknowledge that (i) the use and availability of the Services may be dependent on third-party product vendors and service providers and (ii) these Third-Party Materials may not operate reliably 100% of the time, which may impact the way that our Services operate. Company is not responsible for, and will have no liability, with respect to your use or inability to use any Third-Party Materials.
  2. We have no obligation to monitor Third-Party Materials, and we may block or disable access to any Third-Party Materials (in whole or part) through our Services at any time. Your access to and use of such Third-Party Materials may be subject to additional terms, conditions, and policies (including terms of service or privacy policies of the providers of such Third-Party Materials). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, software applications, and other products and services necessary to access and use the Services.
  3. You may not:
  1. use or access any Third-Party Materials or any outputs derived from such materials to develop, modify, fine-tune, or improve any products or services that compete with those Third Party Materials, including to develop, fine-tune, or train any artificial intelligence or machine learning algorithms or models;
  2. reproduce, redistribute, or make available any training data used in any AI incorporated into any Third-Party Materials, including but not limited to video, imagery, metadata (such as titles and keywords), or any other component used in training;
  3. generate or use content in a way that replicates or closely mimics the original assets used to train any AI incorporated into Third Party Materials.

  1. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Company and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners, and employees (individually and collectively, the “Company Parties”) from and against any losses, liabilities, claims, demands, damages, expenses, or costs (“Claims”) arising out of or related to (a) any claims that Customer Input infringes or violates any third-party right, including intellectual property rights, right to privacy or publicity rights, or data privacy rights or laws; (b) your breach of any of these Terms; (c) your misconduct in connection with the Services; or (d) any End Users or the Client Solution. You will promptly notify Company Parties of any third-party Claims, cooperate with Company Parties in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including attorneys' fees). The Company Parties will have control of the defense or settlement, at Company's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company or the other Company Parties.

  1. Disclaimers

YOUR USE OF OUR SERVICES, INCLUDING ANY ASSOCIATED CONTENT OR MATERIALS WE PROVIDE, IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED "AS IS," AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY, ON BEHALF OF ITSELF AND ITS LICENSORS, HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER STATUTORY, EXPRESS, IMPLIED, OR THROUGH A COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY AND ITS LICENSORS DO NOT WARRANT, AND SPECIFICALLY DISCLAIM, THAT THE SERVICES WILL OPERATE UNINTERRUPTED, BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. NEITHER COMPANY NOR ITS LICENSORS MAKE ANY WARRANTY CONCERNING TIMELINESS, ACCURACY, PERFORMANCE, QUALITY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION OR RESULTS OBTAINED OR DERIVED THROUGH THE USE OF THE SERVICES, INCLUDING WITH RESPECT TO ANY OUTPUT CONTENT. COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT THE AI FEATURES OR ANY OUTPUT CONTENT WILL BE ACCURATE, RELIABLE, ORIGINAL, NON-INFRINGING, OR SUITABLE FOR ANY PARTICULAR PURPOSE. OUTPUT CONTENT MAY INCLUDE ERRORS, INACCURACIES, OR INFORMATION THAT IS FABRICATED (“HALLUCINATED”) BY THE AI FEATURES. USE OF SUCH OUTPUT CONTENT IS AT CUSTOMER’S SOLE RISK.

  1. Limitation of Liability
  1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND THE OTHER COMPANY PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF COMPANY OR THE OTHER COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. THE TOTAL LIABILITY OF COMPANY AND THE OTHER COMPANY PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF $50 OR THE AMOUNT PAID BY YOU TO USE OUR SERVICES IN THE 12-MONTH PERIOD BEFORE THE EVENT GIVING RISE TO THE CLAIM.
  3. THE LIMITATIONS SET FORTH IN THIS SECTION 16 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT OF COMPANY OR THE OTHER COMPANY PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
  1. Release

To the fullest extent permitted by applicable law, you release Company and the other Company Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 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.”

  1. Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND COMPANY TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU AND COMPANY CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND COMPANY FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND COMPANY AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. COMPANY AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

THE PARTIES TO THESE TERMS ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING THEIR DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF ANY PARTY’S CLAIMS.

FOLLOW THE INSTRUCTIONS BELOW IN SECTION 18(k), IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.

  1. Claims To Which This Section Applies. The dispute resolution and binding arbitration terms in this Section 18 apply to all Claims between you and Company. For purposes of this Section 18 only, a “Claim” is any dispute, claim, or controversy (excluding those exceptions listed below) between you and Company, 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 these Terms or the Services, including any privacy or data-security claims or claims related to the validity, enforceability, or scope of the arbitration requirement or any portion of it.
  2. Informal Dispute Resolution Prior to Arbitration. If you have a Claim against Company or if Company has a Claim against you, you and Company will first attempt to resolve the Claim informally in order to try and resolve the Claim faster and reduce costs for both parties. You and Company will make a good-faith effort to negotiate the resolution of any Claim for 30 days, or such longer period as mutually agreed in writing (email suffices) by the parties, (“Informal Resolution Period”) from the day either party receives a written notice of a dispute from the other party (a “Claimant Notice”) in accordance with these Terms.

You will send any Claimant Notice to Company by certified mail addressed to fal – Features & Labels Inc., 2261 Market St. Suite 10467, San Francisco, CA 94114 or by email to [email protected]. Company will send any Claimant Notice to you by certified mail or email using the contact information you have provided to Company. The Claimant Notice sent by either party must (i) include the sender’s name, address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.

The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so.

You or Company can file a Claim in arbitration only after the end of the Informal Resolution Period. You or Company cannot proceed to arbitration before the end of the Informal Resolution Period. If you or Company file a Claim in court or proceed to arbitration without complying with the requirements in Section 18, including 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 requirements in this Section to reimburse it for any arbitration fees and costs already incurred as a foreseeable consequence of that breach.

The statute of limitations and any filing fee deadlines for a Claim will 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.

  1. Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court (provided that the small-claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property or intellectual-property rights of you or Company, including any disputes in which you or Company seek injunctive or other equitable relief for the alleged unlawful use of your or Company’s intellectual property or other infringement of your or Company’s intellectual property rights(“IP Claims”), all Claims, including Claims that are not related to intellectual property or intellectual-property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 18(b) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.
  2. Binding Individual Arbitration. Subject to the terms of this section, Claims may only be settled by binding individual arbitration conducted by the American Arbitration Association (the “AAA”), https://adr.org/, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”). For Claims arbitrated by the AAA, if you are a “Consumer,” meaning that you only use the Services for personal, family, or household purposes, the then-current version of the AAA’s Consumer Arbitration Rules are the rules applicable to Claims between you and Company as modified by these Terms (the “Rules”). For Claims arbitrated by the AAA, if you are not a Consumer, the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures are the Rules applicable to Claims between you and Company as modified by these Terms.

These Terms affect interstate commerce, and the enforceability of this Section 18 will be substantively and procedurally governed by the FAA to the extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Company to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence). To the extent that you prevail on a Claim and seek public injunctive relief (that is, injunctive relief whose primary purpose and effect is to prohibit and enjoin conduct harmful to the general public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration.

  1. Arbitration Procedure and Location. You or Company may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing a demand for arbitration with AAA in accordance with the Rules.

Instructions for filing a demand for with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to Company by certified mail addressed to fal – Features & Labels Inc., 2261 Market St. Suite 10467, San Francisco, CA 94114 or by email to [email protected]. Company will send any demand for arbitration to you by certified mail or email using the contact information you have provided to Company.

The arbitration will be conducted by a single arbitrator in the English language. You and Company both agree that the arbitrator will be bound by these Terms.

For Claims in which the claimant seeks less than USD $10,000, the arbitrator will decide the matter solely based on written submissions, without a formal hearing, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings will be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is required and you reside in the United States, the hearing will take place in San Francisco, California, unless you are a Consumer and the arbitrator determines that this would pose a hardship for you, in which case the in-person hearing may be conducted in the claimant’s state and county of residence. If you reside outside the United States, the site of any in-person hearing will be determined by the applicable Rules.

The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and Company agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.

An arbitration award, and any judgment confirming it, apply only to that specific case; it cannot be used or offered as precedent in any other case except to enforce the award itself unless the parties agree prior to issuance of the award. Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.

  1. Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.
  2. Frivolous or Improper Claims. To the extent permitted by applicable law, a claimant must pay all costs incurred by the responding party, including any attorney fees, related to a Claim if an arbitrator determines that (i) the Claim was frivolous 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.
  3. One Year to Assert Claims. To the extent permitted by law, any Claim by you or Company against the other must be filed within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you or Company will no longer have the right to assert that Claim.
  4. Confidentiality. If you or Company submits a Claim to arbitration, you and Company 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 any discovery in the arbitration. You and Company agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.
  5. Mass Arbitrations. 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 “Mass Arbitrations” and will be treated as mass arbitrations according to the AAA’s Mass Arbitration Supplementary Rules, if and to the extent Mass Arbitrations are filed in arbitration as set forth in these Terms. You or Company may advise the other of your or Company’s belief that Claims are Mass Arbitrations, and disputes over whether a Claim meets the definition of “Mass Arbitrations” will be decided by the arbitration provider as an administrative matter. To the extent either party is asserting the same Claim as other persons and are represented by common or coordinated counsel, that party waives any objection that the joinder of all such persons is impracticable. The following procedures are intended to supplement the AAA’s Mass Arbitration Supplementary Rules, and to the extent the procedures conflict with those Rules, to supersede them.

Mass Arbitrations may only be filed in arbitration as permitted by the process set forth below. Applicable statutes of limitations will be tolled for Claims asserted in Mass Arbitrations from the time a compliant Claimant Notice has been received by a party until these Terms permits such Mass Arbitration to be filed in arbitration or court.

Initial Bellwether: The bellwether process set forth in this section will not proceed until counsel representing the Mass Arbitrations has advised the other party in writing (email suffices) that all or substantially all the Claimant Notices for the Mass Arbitrations have been submitted.

After that point, counsel for the parties will select 30 Mass Arbitrations to proceed in arbitration as a bellwether to allow each side to test the merits of its arguments. Each side will select 15 claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. The parties acknowledge that resolution of some Mass Arbitrations will be delayed by this bellwether process. Any remaining Mass Arbitrations shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those Claims, unless and until they are selected to be filed in individual arbitration proceedings as set out in this Section 18(j).

A single arbitrator will preside over each Mass Arbitration chosen for a bellwether proceeding, and only one Mass Arbitration may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.

Mediation: Once the arbitrations that are part of the bellwether process have concluded (or sooner if the claimants and the other party agree), counsel for the parties must engage in a single mediation of all remaining Mass Arbitrations, with the mediator’s fee paid for by Company. Counsel for the claimants and the other party must agree on a mediator within 30 days after the conclusion of the last bellwether arbitration. If counsel for the claimants and the other party cannot agree on a mediator within 30 days, the arbitration provider will appoint a mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed.

Remaining Claims: If the mediation process concludes with 100 or more unresolved Mass Arbitrations remaining, any party to a remaining Mass Arbitration may elect to no longer have the arbitration requirement in this Section 18 apply to all remaining Mass Arbitrations for which a compliant Claimant Notice was received by the other party but that were not resolved in the bellwether process or global mediation. To be effective, such an election must be communicated in writing (email suffices) to counsel for the opposing party (or to the opposing party if they do not have counsel) within 30 days of mediation concluding. Mass Arbitrations released from the arbitration requirement must be resolved in accordance with Section 19.

If the mediation process concludes with fewer than 100 Mass Arbitrations remaining or if no party makes a timely election as provided for in the previous paragraph, the AAA will randomly select 50 Mass Arbitrations (or the total remaining amount if less than 50) to proceed in arbitration as a second batch. The AAA will randomly select eligible claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. A single arbitrator will preside over each Mass Arbitration chosen for this second batch, and only one Mass Arbitration may be assigned to each arbitrator as part of this second batch unless the parties agree otherwise. Once all arbitrations in the foregoing process are complete, the parties will repeat this process until all Mass Arbitrations have been arbitrated.

If Mass Arbitrations 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 Mass Arbitrations for which a compliant Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis.

A court will 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.

  1. Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted a version of these Terms by emailing [email protected]. To be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 19.
  2. Rejection of Future Arbitration Changes. You may reject any change we make to Section 18 (except address changes) by sending us notice of your rejection within 30 days of the change via email at [email protected]. To be effective, the rejection of change notice must include your full name, mailing address, and email address. Changes to Section 18 may only be rejected as a whole, and you may not reject only certain changes to Section 18. If you reject changes made to Section 18, the most recent version of Section 18 that you have not rejected will continue to apply.
  3. Severability. If any portion of this Section 18 is found to be unenforceable or unlawful for any reason, including because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 18 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 18; and (iii) to the extent that any claims must proceed on a class, collective, consolidated, or representative basis as a result, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 18 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 18 will be enforceable.

  1. Governing Law and Venue

Any dispute, claim, or controversy arising from or relating to these Terms or the Services will be governed by and construed and enforced in accordance with the laws of the State of California,  without regard to conflict of law rules or principles. Any dispute, claim, or controversy arising from or relating to these Terms or the Services that is not subject to arbitration or cannot be heard in small claims court will be resolved exclusively in the state or federal courts of the State of California and the United States, respectively, sitting in San Francisco, California. You and Company waive any objection to venue in any such courts.

  1. Severability

If any portion of these Terms other than Section 18 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 these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest possible extent.

  1. Export Control

You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

  1. General Terms
  1.  Company’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to its subject matter and supersede all prior agreements, representations, statements, and understandings of the parties. You may not assign these Terms to a third party. Company may freely assign these Terms without your consent. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Communications and transactions between us may be conducted electronically.
  2. If you have a question or complaint regarding the Services, please send an email to [email protected].Please note that email communications will not necessarily be secure; accordingly, you should not include payment card information or other sensitive information in your email correspondence with us. 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.