Sequence Terms of Use

1 Acceptance and Scope

These Terms of Use (the "Terms") are a binding agreement between you and Sequence Arts & Technologies, Inc. ("Sequence," "we," "us," or "our"). They govern your access to and use of sequence.film, app.sequence.film, the Shuttle desktop application, any screening pages, documentation, and all related software, content, features, tools, and services that we make available (collectively, the "Services").

By clicking to accept these Terms, creating an account, accessing or using the Services, accepting an invitation to a workspace, uploading Customer Content, publishing or viewing a Screening, or otherwise indicating acceptance, you agree to these Terms and our Privacy Notice at https://sequence.film/privacy-policy, which is incorporated by reference. If you do not agree, you may not use the Services.

If you use the Services for a company, studio, agency, school, or other organization, you represent and warrant that you have authority to bind that organization. In that case, "you" and "your" refer to that organization and its authorized users. An individual who creates or administers a workspace acts on behalf of the workspace owner and is responsible for ensuring that all workspace users comply with these Terms.

If you and Sequence enter into a separate written agreement or order form that expressly governs particular Services (an "Order Form"), the Order Form controls only to the extent it expressly identifies and conflicts with a provision of these Terms. These Terms continue to apply to all other Services. Any terms in a purchase order, vendor portal, acknowledgment, or other document issued by you are rejected and have no effect, even if accepted or processed by Sequence; such documents are for administrative purposes only.

2 Eligibility and Accounts

You must be at least 18 years old and able to form a binding contract to use the Services. You may not use the Services if you are prohibited from doing so under applicable law or are located in, or ordinarily resident in, a jurisdiction subject to United States trade restrictions that prohibit your use of the Services.

You must provide accurate, current, and complete account information and promptly update it if it changes. You are responsible for safeguarding your credentials and for all activity under your account and workspace, including activity by users you invite or permit to access your workspace. You must promptly notify us at team@sequence.film if you suspect unauthorized access to your account or the Services.

We may require multi-factor authentication or other security measures. We may refuse registration, reclaim usernames, disable credentials, or suspend or terminate any account or workspace at any time as permitted by these Terms.

3 The Services

Sequence provides collaborative cloud-based video and audio editing, media processing, project management, review, screening, rendering, export, AI-assisted tools, and related functionality. The Services may be made available through a browser, the Shuttle desktop application, public or restricted screening links, and other interfaces that we make available.

Subject to your compliance with these Terms, Sequence grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the applicable subscription or permitted use period for your internal business and non-commercial purposes. This license does not include any right to resell, lease, distribute, make available, or commercially exploit the Services except as we expressly approve in writing.

We may modify, suspend, or discontinue all or any part of the Services, including features, integrations, access methods, supported file formats, usage limits, and availability, at any time. We have no obligation to continue any feature or maintain backward compatibility, except to the extent a separate written agreement expressly provides otherwise.

Any descriptions, demonstrations, statements, roadmaps, release dates, or other information regarding future Services or functionality are informational only, may change at any time, and do not create any commitment, warranty, or obligation. You acknowledge that you are not entering into these Terms or using or purchasing the Services in reliance on the delivery of any future functionality.

4 Pilot Preview and Beta Services

Sequence may identify a workspace, plan, access period, Service, feature, model, integration, tool, or functionality as pilot, preview, alpha, beta, evaluation, early access, experimental, trial, or similar (collectively, "Pilot Services") through an onboarding flow, the Services, an Order Form, email, or other notice. Pilot Services may be offered without charge, at a reduced price, or for a fee and may be subject to additional terms or usage limits.

PILOT SERVICES ARE EXPERIMENTAL AND MAY CONTAIN ERRORS, DEFECTS, SECURITY VULNERABILITIES, OR OTHER PROBLEMS. PILOT SERVICES MAY NOT OPERATE AS INTENDED, MAY CHANGE OR BE WITHDRAWN WITHOUT NOTICE, AND MAY RESULT IN LOST, CORRUPTED, INACCURATE, INCOMPLETE, DELAYED, OR UNAVAILABLE CONTENT, OUTPUTS, PROJECTS, OR DATA.

You may use Pilot Services to evaluate them in your workflow, including on real projects, but you do so at your sole risk. You must not use Pilot Services as your sole system of record or sole copy of Customer Content, or in connection with any safety-critical, regulated, emergency, legal, medical, employment, financial, insurance, or other high-risk use where an error, delay, or failure could cause material harm, liability, loss, or damage. You are solely responsible for maintaining independent copies and backups of all Customer Content, reviewing all actions and outputs, and determining whether any output is suitable for production, broadcast, delivery, or archival use before relying on it.

Sequence may monitor your use of Pilot Services and may use feedback, Usage Data, diagnostics, and Customer Content as permitted under Section 8 to evaluate, maintain, develop, improve, and train the Services. We may modify, suspend, terminate, withdraw, or discontinue Pilot Services; delete Pilot Service data; or impose technical safeguards or limits at any time, with or without notice and without liability. We may end any pilot, require you to select a paid plan as a condition of continued access, or elect not to make any Pilot Service commercially available. Free, discounted, or pilot access does not create any right to continued access, any particular feature or capacity, or any current or future price. PILOT SERVICES ARE PROVIDED "AS IS" AND EXCLUDED FROM ANY SERVICE LEVEL, SUPPORT, WARRANTY, INDEMNITY, OR OTHER COMMITMENT UNLESS AN ORDER FORM EXPRESSLY STATES OTHERWISE.

5 Workspaces Users and Administrators

A workspace owner controls the applicable workspace, including its members, projects, billing settings, purchase settings, content-sharing settings, and administrators. Workspace owners and administrators may invite users, assign roles, enable or disable features, and direct Sequence to process Customer Content. You are responsible for selecting appropriate roles and permissions and for all actions taken by your workspace users, guests, and invitees.

You may invite users only if you have the right to provide their contact information to us and authorize us to send the invitation and related messages. You must not share credentials or permit any person to use another user's account. We may treat instructions received from a workspace owner or administrator as authorized instructions for the workspace, unless we have actual knowledge that they are unauthorized.

6 Plans Usage Fees and Payment

Some Services are free and others require payment. Current plan descriptions, included allowances, usage measures, credit terms, and pricing may be displayed in the Services, an Order Form, or our pricing page. We may change plans, availability, features, allowances, usage categories, rates, and pricing from time to time. Changes apply prospectively, including at the start of a renewal period or as otherwise disclosed at the time of purchase, unless applicable law requires otherwise.

Any free trial, pilot, promotional, no-charge, or discounted access is temporary and may be modified or ended at any time. Sequence may condition continued access on your selection of a paid plan and payment of the then-current fees. No free or discounted access creates an entitlement to future access, features, allowances, credits, capacity, or pricing.

Usage may include storage, compute, editing sessions, rendering, exports, AI features, data transfer, seats, and other resources that we designate. We may measure usage using our systems and records, which will control absent manifest error. Displayed usage information may be delayed and is not a guarantee that no additional charges will apply.

Prepaid credits, promotional balances, included monthly allowances, and trial allowances are not cash, have no cash value, are non-transferable, and may not be redeemed or exchanged except where required by law. Unless we state otherwise at purchase, purchased credits expire twelve (12) months after purchase, and included or promotional allowances expire at the end of the applicable billing or promotional period. Credits and allowances are consumed as usage occurs, and your use of the Services authorizes us to apply them to outstanding usage.

If you enable automatic reload, you authorize Sequence and its payment processor to charge your selected payment method for the amount and at the threshold you select, plus applicable taxes, until you disable automatic reload. You are responsible for maintaining a valid payment method and sufficient funds. We may disable automatic reload after unsuccessful charges and may restrict, suspend, or terminate your Services if payment fails, your balance is depleted, or your usage exceeds an applicable spend limit. A spend limit or balance warning is a convenience only and does not limit charges already incurred, storage accruals, or your payment obligations.

Subscriptions automatically renew for successive periods unless you cancel through the billing portal or as otherwise stated at purchase. You authorize recurring charges at the then-current rate until cancellation takes effect. Except as required by law or expressly stated in writing, all fees, charges, credits, and payments are non-refundable. You will pay all applicable taxes, duties, levies, and similar governmental assessments, excluding taxes based on Sequence's net income. We may collect amounts you owe using any lawful means, and you will reimburse reasonable collection costs to the extent permitted by law.

7 Customer Content and Customer Responsibilities

"Customer Content" means any video, audio, images, documents, scripts, timelines, metadata, comments, text, names, descriptions, code, effects, prompts, instructions, feedback, information, or other material that you or your users submit to, store in, create through, transmit through, or make available using the Services, including material imported from another source and content included in a Screening. Customer Content includes information about individuals who are not users of the Services.

You retain ownership of your Customer Content, subject to the rights you grant in these Terms. You are solely responsible for Customer Content and for obtaining and maintaining all rights, permissions, consents, notices, releases, licenses, and legal bases necessary for Sequence and its service providers to receive, host, copy, process, analyze, modify, display, transmit, store, use, and disclose Customer Content as contemplated by the Services and these Terms.

Without limiting the foregoing, you represent, warrant, and covenant that: (a) Customer Content and your use of the Services will not infringe, misappropriate, or violate any intellectual property, privacy, publicity, biometric, data protection, contractual, or other right of any person; (b) you have obtained all notices and consents required to record, upload, analyze, transcribe, identify, process, share, display, and otherwise use the voices, likenesses, images, personal information, and biometric information of every person included in Customer Content; (c) you will not submit unlawful, harmful, exploitative, abusive, or otherwise prohibited content; and (d) you will comply with all laws applicable to Customer Content, including laws relating to privacy, biometric information, data protection, export controls, and intellectual property.

You are responsible for determining whether the Services are appropriate for your intended use and for implementing your own retention, backup, legal hold, consent, and content-management processes. Sequence does not provide legal advice and does not determine whether your collection, use, or sharing of Customer Content is lawful.

8 License to Customer Content and Service Improvement

You grant Sequence, its affiliates, and their respective contractors and service providers a worldwide, non-exclusive, royalty-free, fully paid, sublicensable right to host, reproduce, process, adapt, modify, translate, create derivative works from, transmit, display, perform, analyze, index, store, and otherwise use Customer Content as necessary or appropriate to provide, operate, maintain, secure, support, troubleshoot, monitor, improve, and develop the Services; prevent fraud, abuse, and security incidents; comply with law; and exercise our rights and perform our obligations under these Terms.

To the fullest extent permitted by applicable law, the foregoing license also permits Sequence to use Customer Content, including associated prompts, interactions, and outputs, to develop, improve, evaluate, and test the Services and to train machine-learning and artificial-intelligence models used for search, transcription, indexing, classification, analysis, recommendations, workflow automation, editing assistance, and other Service functionality.

Notwithstanding the foregoing, Sequence will not use, or authorize its service providers to use, Customer Content to train any foundation model or other machine-learning or artificial-intelligence model principally designed to generate new video or audiovisual content, unless the applicable workspace owner expressly opts in to that use or the customer separately agrees to it in an Order Form. For clarity, this restriction does not prevent Sequence or its service providers from processing Customer Content through machine-learning or artificial-intelligence models to provide features requested, used, or enabled by you.

Sequence may create and use aggregate, statistical, analytical, and de-identified data derived from Customer Content, provided that such data does not reasonably identify you or any individual. Sequence may offer additional data-retention, processing, or model-use controls, including zero-data-retention offerings, for certain plans or customers. If a setting, plan description, notice, or Order Form limits the retention, improvement, or training use of Customer Content, that setting, plan description, notice, or Order Form will control for the covered Customer Content.

"Usage Data" means technical, diagnostic, operational, statistical, and analytical data regarding access to, use, configuration, support, security, and performance of the Services, excluding Customer Content in the form submitted by you. As between you and Sequence, Sequence owns all right, title, and interest in Usage Data and in aggregate, statistical, analytical, and de-identified data derived from Customer Content. Sequence may collect, retain, use, disclose, and otherwise exploit Usage Data and such aggregate or de-identified data perpetually for any lawful business purpose, provided that the data does not reasonably identify you or any individual.

You acknowledge that processing Customer Content may include automated transcription; indexing; analysis of video, audio, images, scripts, documents, and metadata; identification and grouping of faces and voices; generation of face and voice profiles; and the use of third-party processing and AI providers. Customer Content may be transmitted to providers that process it on Sequence's behalf or to provide a feature you request. We may change providers and technical methods from time to time.

9 AI Features and Outputs

The Services may include AI-assisted functionality, including automated transcription, search, indexing, analysis, and the Snippy assistant (collectively, "AI Features"). AI Features may take actions based on your instructions, including making changes to timelines, projects, metadata, and other Customer Content. You are responsible for reviewing AI Feature actions and outputs and for using appropriate project permissions, approval processes, and backups.

AI FEATURES AND OUTPUTS MAY BE INACCURATE, INCOMPLETE, BIASED, OFFENSIVE, UNAVAILABLE, OR OTHERWISE UNSUITABLE FOR YOUR PURPOSE. AI OUTPUTS ARE NOT GUARANTEED TO BE UNIQUE, CORRECT, NON-INFRINGING, OR FIT FOR A PARTICULAR PURPOSE. DO NOT RELY ON AI OUTPUTS AS A SUBSTITUTE FOR PROFESSIONAL, HUMAN, OR INDEPENDENT REVIEW.

As between you and Sequence, and subject to your compliance with these Terms, you may use AI outputs generated for your workspace in connection with your permitted use of the Services. This does not grant you rights in the Services, other users' content, third-party materials, or outputs that are the same as or similar to outputs provided to others. You are solely responsible for your use of AI outputs, including obtaining any necessary rights and performing all reviews, clearances, and approvals before publication, distribution, or other reliance.

You must not use AI Features to develop, train, or improve a competing model or service, to make solely automated decisions with legal or similarly significant effects on individuals, or for any unlawful or prohibited purpose. We may restrict, delay, refuse, reverse, or disable AI Features or actions at any time, including when we identify a security, legal, technical, policy, or operational concern.

10 Custom Code Effects and Expressions

The Services may permit you or an AI Feature acting on your behalf to create, upload, paste, configure, or apply custom video effects, audio effects, expressions, shaders, scripts, or other code (collectively, "User Code"). User Code is Customer Content. You are solely responsible for all User Code and its effects, including its legality, security, performance, compatibility, provenance, licensing, and impact on Customer Content, systems, and outputs.

You grant Sequence the rights in Section 8 with respect to User Code, including the right to compile, execute, analyze, test, modify, block, suspend, remove, disable, or delete User Code. We may take any of those actions, in whole or in part, for any or no reason, with or without notice, and without liability. We have no obligation to review, test, screen, preserve, or make User Code available, and any technical review or sandboxing we perform does not constitute a representation, warranty, or security commitment.

You must not submit User Code that: (a) contains malware, harmful code, hidden functionality, or code designed to interfere with, probe, disrupt, or gain unauthorized access to any system; (b) violates any license or third-party right; (c) attempts to evade technical controls, quotas, safety measures, or restrictions; (d) accesses, exfiltrates, or exposes data without authorization; or (e) is otherwise unlawful or prohibited by these Terms. You will promptly comply with any instruction to remove or disable User Code.

11 Screenings Sharing and Public Content

You may be able to create public or restricted links, pages, clips, or screenings that enable others to view or interact with Customer Content (each, a "Screening"). You are solely responsible for deciding what to share, selecting appropriate access controls, and ensuring that everyone with access is authorized. If you publish a public Screening, you understand that anyone who receives the link may be able to access, view, copy, capture, share, or further distribute the Screening and associated information.

You must not use Screenings to disclose confidential, sensitive, personal, or regulated information unless you have independently determined that the selected sharing settings and your use are appropriate. Sequence does not guarantee that a Screening will remain private, that access controls will prevent all access or sharing, or that links, media streams, downloads, thumbnails, metadata, or other assets cannot be accessed, copied, recorded, or redistributed by a recipient or third party.

We may disable, remove, limit, or modify any Screening or associated content at any time, including in response to a complaint, legal request, security concern, or suspected violation of these Terms. We are not obligated to monitor Screenings or other Customer Content.

12 Acceptable Use

You may use the Services only in compliance with these Terms and applicable law. You must not, and must not permit any person to:

• use the Services, Customer Content, AI Features, or outputs in a manner that is unlawful, fraudulent, deceptive, harmful, threatening, harassing, abusive, defamatory, obscene, or otherwise objectionable;
• upload, process, publish, import, share, or make available content that infringes, misappropriates, or violates another person's rights, or for which you lack the required permissions, notices, or consents;
• use the Services to exploit, harm, or attempt to exploit or harm a minor, or to create, distribute, store, or facilitate unlawful sexual content or child sexual abuse material;
• reverse engineer, decompile, disassemble, copy, modify, create derivative works of, or otherwise attempt to discover source code, underlying ideas, algorithms, or non-public interfaces of the Services, except to the extent this restriction is prohibited by law;
• access or use the Services to build, benchmark, train, or improve a competing product, service, model, or dataset, or publish benchmark results without our prior written consent;
• use robots, spiders, crawlers, scraping tools, data-mining tools, or other automated means to access, monitor, copy, or extract any part of the Services, except as we expressly authorize in writing;
• circumvent or interfere with access controls, usage limits, billing controls, security features, technical restrictions, or other protective measures;
• introduce malware or harmful code, interfere with the operation of the Services, overload the Services, or attempt unauthorized access to the Services, other users' content, or related systems;
• use the Services in violation of export-control, sanctions, privacy, biometric, data-protection, or intellectual-property laws; or
• remove, obscure, or alter proprietary notices or use Sequence's name, trademarks, logos, or branding except as we expressly permit in writing.

13 Intellectual Property and Feedback

Sequence and its licensors own all right, title, and interest in and to the Services, including all software, workflows, models, interfaces, designs, documentation, templates, improvements, and related intellectual property rights. Except for the limited right expressly granted in Section 3, no right or license is granted to you by implication, estoppel, or otherwise.

If you provide suggestions, ideas, comments, feedback, or recommendations about the Services ("Feedback"), you grant Sequence a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free, fully paid right to use, reproduce, modify, create derivative works from, disclose, distribute, and otherwise exploit that Feedback for any purpose without restriction, compensation, or attribution. Do not provide Feedback that is subject to obligations inconsistent with this grant.

14 Third Party Services

The Services may integrate with, transmit Customer Content to, or otherwise rely on third-party services, including payment processors, hosting providers, notification providers, and AI providers (collectively, "Third Party Services"). Third Party Services are not under Sequence's control, and Sequence is not responsible for their availability, content, security, policies, acts, omissions, or terms. Your use of Third Party Services may be subject to separate terms and privacy policies of the applicable provider.

Where a Third Party Service is used to provide a Service feature, you authorize Sequence to transmit Customer Content and related information to that provider as necessary to provide the feature. We may add, remove, or replace Third Party Services at any time. Any links to third-party websites are provided solely for convenience, and your use of those sites is at your own risk.

15 Privacy Security and Data Retention

Our collection and use of personal information is described in our Privacy Notice. You acknowledge that Customer Content may include personal information and biometric information about you and other individuals, and that your use of the Services is subject to the authorizations, representations, and responsibilities in Sections 7 and 8.

You are responsible for maintaining independent backups of Customer Content. We may retain Customer Content, account information, usage records, and other information for as long as reasonably necessary to provide the Services, comply with law, resolve disputes, enforce our agreements, protect our rights, or for legitimate business purposes, including in backup systems and as permitted by the Privacy Notice. We may delete Customer Content after termination, suspension, inactivity, account or workspace deletion, or expiration of an applicable retention period, and we have no obligation to return Customer Content except as expressly required by a separate written agreement or applicable law.

We use reasonable administrative, technical, and organizational measures designed to protect the Services and Customer Content. However, no system, network, transmission, storage method, or service is completely secure or error-free, and we do not guarantee the security, integrity, availability, or preservation of Customer Content. You are responsible for using appropriate security measures and for assessing whether the Services are appropriate for your content and intended use.

16 Monitoring Enforcement and Suspension

We may, but are not obligated to, monitor, review, investigate, screen, preserve, disclose, remove, modify, restrict, or disable access to Customer Content, User Code, Screenings, accounts, workspaces, or the Services. We may do so to operate, secure, protect, or improve the Services; investigate suspected violations; respond to complaints, legal process, or governmental requests; protect Sequence, users, or third parties; or for any other reason in our sole discretion.

We may suspend or terminate your access to any or all of the Services, with or without notice, if we believe that you have violated these Terms, created risk or legal exposure, failed to pay amounts due, or if suspension is necessary to protect the Services, Sequence, users, or third parties. We are not liable for any suspension, termination, loss of access, deletion, or other action taken in good faith under this Section.

If you believe content in the Services infringes your copyright, please send a notice that complies with the Digital Millennium Copyright Act to our designated copyright agent at Sequence Arts & Technologies, Inc., Attn: Legal Department, 100 W Broadway, Suite 230, Long Beach, CA 90802, team@sequence.film. We may terminate accounts of repeat infringers in appropriate circumstances. If you believe a removal was made in error, you may submit a counter-notice as permitted by law.

17 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, AI FEATURES, PILOT SERVICES, OUTPUTS, SCREENINGS, CUSTOMER CONTENT, AND ALL RELATED MATERIALS ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. SEQUENCE AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.

WITHOUT LIMITING THE FOREGOING, SEQUENCE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, AVAILABLE, SECURE, ERROR-FREE, VIRUS-FREE, ACCURATE, COMPLETE, RELIABLE, COMPATIBLE, OR TIMELY; THAT DEFECTS WILL BE CORRECTED; THAT CUSTOMER CONTENT WILL BE PRESERVED, BACKED UP, OR RECOVERABLE; THAT SCREENINGS WILL REMAIN PRIVATE; OR THAT OUTPUTS OR AI FEATURES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

Some jurisdictions do not allow certain warranty disclaimers, so some of the exclusions above may not apply to you. In that case, the exclusions apply to the maximum extent permitted by law.

18 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SEQUENCE OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE, DATA, CONTENT, OUTPUTS, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SEQUENCE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO SEQUENCE FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

The limitations in this Section apply regardless of the form of action and whether the claim is based in contract, tort (including negligence), strict liability, statute, or any other theory. The limitations are a fundamental basis of the bargain and apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations of liability, so some limitations may not apply to you. In that case, Sequence's liability will be limited to the maximum extent permitted by law.

19 Indemnification

You will defend, indemnify, and hold harmless Sequence, its affiliates, licensors, service providers, and suppliers, and their respective officers, directors, employees, contractors, and agents, from and against any claims, demands, actions, proceedings, losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Content, User Code, Screenings, AI output, or your use of the Services; (b) your breach or alleged breach of these Terms; (c) your violation of applicable law or another person's rights; (d) any claim that Sequence's processing of Customer Content as authorized by you infringes, misappropriates, or violates a third party's rights; or (e) your failure to obtain required notices, permissions, consents, or releases, including any relating to a person's image, voice, likeness, personal information, or biometric information.

Sequence may, at its option, assume the exclusive defense and control of any matter subject to indemnification, and you will cooperate with our defense. You may not settle any matter in a manner that imposes liability, obligation, admission, or restriction on Sequence without our prior written consent.

20 Term and Termination

These Terms begin when you first accept them or access or use the Services and continue until terminated. Each subscription, pilot, trial, Order Form, or other access period continues for the term stated at enrollment or in the applicable Order Form, subject to these Terms.

You may terminate these Terms by discontinuing use of the Services, closing your account if that functionality is available, and canceling any paid subscription. Sequence may suspend or terminate these Terms, any subscription, pilot, account, workspace, Service, or feature, in whole or in part, for any or no reason, with or without notice, including if we believe you have violated these Terms, failed to pay amounts due, created risk or legal exposure, or if termination is necessary or advisable to protect Sequence, the Services, users, or third parties. Sequence is not liable for any suspension, termination, loss of access, deletion, or related action taken in good faith.

Upon termination, your right to access and use the affected Services ends immediately. You remain responsible for all fees, charges, usage, and other amounts incurred before termination, and no refund is due except as required by law or expressly agreed in writing. Sequence may delete Customer Content and other data after termination and has no obligation to preserve, return, or export it. Rights in Usage Data, aggregate and de-identified data, Feedback, and models, algorithms, evaluations, and improvements developed before termination will survive. The provisions concerning Customer Content, licenses, ownership, payment obligations, disclaimers, limitations of liability, indemnification, dispute resolution, and any other provisions that by their nature should survive will survive termination.

21 Changes to the Services and Terms

We may revise these Terms from time to time. The revised Terms will be effective when posted, when you are asked to accept them, or on the stated effective date. If a change is material, we may provide additional notice through the Services, by email, or by another reasonable method. Your continued use of the Services after revised Terms become effective constitutes acceptance. If you do not agree to revised Terms, you must stop using the Services and cancel any paid subscription before the changes take effect.

22 Governing Law Dispute Resolution and Class Action Waiver

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of California, without regard to conflict-of-laws principles. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions below. Subject to those provisions, the state and federal courts located in Los Angeles County, California will have exclusive jurisdiction over any dispute, and you consent to the personal jurisdiction and venue of those courts.

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION AND WAIVES THE RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

Except for claims that may be brought in small-claims court and claims seeking injunctive or equitable relief for actual or threatened infringement, misappropriation, or violation of intellectual property rights, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by JAMS under its then-current Streamlined Arbitration Rules and Procedures. The arbitration will take place in Los Angeles County, California, unless the parties agree otherwise or applicable law requires a different location. The arbitrator may award individual relief only and may not consolidate claims or preside over any class, collective, or representative proceeding.

YOU AND SEQUENCE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. If a court determines that any portion of this class-action waiver is unenforceable as to a particular claim, then that claim must be severed and litigated in court, but the remainder of this arbitration agreement will remain in effect to the fullest extent permitted by law.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND SEQUENCE EACH WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE THAT IS NOT SUBJECT TO ARBITRATION.

You may opt out of this arbitration agreement by sending written notice to team@sequence.film within 30 days after you first accept these Terms. Your notice must include your full name, the email address associated with your account, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms.

23 General

• Notices. We may provide notices electronically, including through the Services, email, or posting to our website. You consent to receive communications electronically, and agree that electronic communications satisfy legal requirements that communications be in writing. Notices to Sequence must be sent to Sequence Arts & Technologies, Inc., 100 W Broadway, Suite 230, Long Beach, CA 90802, Attn: Legal Department, with a copy by email to team@sequence.film.
• Assignment. You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. Sequence may assign these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.
• Waiver and severability. Our failure to enforce any provision is not a waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.
• Force majeure. Sequence will not be liable for any delay, failure, interruption, or loss caused by circumstances beyond its reasonable control, including natural disasters, acts of God, war, terrorism, civil unrest, labor disputes, governmental actions, utility failures, internet or telecommunications failures, cloud or other third-party provider outages, cyberattacks, or denial-of-service attacks.
• Entire agreement. These Terms, the Privacy Notice, any applicable Order Form, and any additional terms that we expressly incorporate constitute the entire agreement between you and Sequence regarding the Services and supersede prior or contemporaneous understandings regarding their subject matter.
• Contact. Questions about the Services or these Terms may be sent to team@sequence.film.