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Welcome to the Tolstoy Ltd. ("Tolstoy", "we", "our" or "us") Avatar Services Platform. This Avatar Use Policy (the "Policy"), together with our Terms of Use available at: https://www.gotolstoy.com/terms-of-use (the “Terms”) and/or our Community Guidelines available at: https://www.gotolstoy.com/community-guidelines ( the “Community Guidelines”), governs your use of our services relating to Avatars (the “Avatar Services”), including the use of Avatars and related features. By accessing or using our Avatar Services, you agree to comply with this Policy, the Terms and the Community Guidelines and all applicable laws and regulations. Please review this Policy carefully to understand your rights and responsibilities. These Terms are between Tolstoy and you, either individually, or on behalf of your employer or any other entity which you represent (“you”, “your” “User” or "Customer"). Capitalized terms used and not otherwise defined in this Policy shall have the respective meanings ascribed to such terms in our Terms.
2.1. Licence: Subject to your compliance with this Policy and the terms of the Terms, Tolstoy grants you a non-exclusive, non-transferable, limited license to access and use the Avatar Services and the Avatars provided and/or made available through the Platform. This license is granted solely for your organization’s or company’s business needs, as described in this Policy.
2.2. Scope of License: This license allows you to utilize the Avatar Services and Avatars in accordance with the terms outlined in this Policy, for positive, constructive purposes only.
2.3. Restrictions: You must use each Avatar in accordance with and subject to, the applicable terms provided by the Avatar creator. You may not use the Avatar Services, Platform or Avatars in any manner that violates this Policy or any applicable laws. This includes, but is not limited to, refraining from any prohibited uses described in the “Categories of Prohibitions” section. Unless specifically stated otherwise in this Policy, all restrictions apply to all the Avatars.
2.4. Ownership: As between you and Tolstoy, all rights, title, and interest in the Avatar Services and Avatars remain with Tolstoy and its licensors. You have no ownership rights to any components of the Avatar Services or Avatars beyond those granted under this license.
2.5. Termination: This license is effective until terminated. Tolstoy may terminate or suspend your access to the Avatar Services, Platform and Avatars if you violate any terms of this Policy.
On the Platform, there are three types of avatars (collectively, “Avatars”):
3.1. Stock Avatars. Stock Avatars are pre-designed avatars available on the Platform for general use. These avatars are provided “as-is” and are intended for broad applicability without customization.
3.2. Tolstoy Avatars. Tolstoy Avatars are avatars created by Us and are available for use as part of a subscription or licensing arrangement. These avatars are specifically designed and managed by Tolstoy.
3.3. Custom Avatars. Custom Avatars are avatars created by users through the Platform’s Avatar Services. These avatars are personalized, based on user input and preferences.
4.1. Avatars must only be used for positive, constructive purposes. They must not be used to disparage, embarrass or humiliate any individual or competitor.
4.2. Avatars must comply with all applicable laws and regulations, including intellectual property, data protection, privacy, artificial intelligence and export control laws.
4.3. Use the Avatar Services and/or Avatars for organizational or business needs rather than personal or household purposes.
4.4. Users must take commercially reasonable steps to prevent unauthorized access and use of the Avatar Services and/or Avatars.
4.5. Users are responsible for monitoring and controlling all activity conducted through their account related to Avatar Services and/or Avatars.
4.6. Avatars must be moderated to respect individual rights and protect the public from harm.
4.7. You may not, and may not permit any Authorized User or other party to:
5.1. You must moderate the use of Avatars to ensure respect for individual rights and public safety. You must avoid exploiting or harming minors or exposing them to inappropriate content, obtain written consent from us for using Stock Avatars in "promoted", "boosted", or "paid" advertising, or in TV programs, news broadcasts, fundraising, political campaigns, or sensitive content; avoid creating, offering, or selling non-fungible tokens (NFTs) with Stock Avatars or incorporating them into patents, trademarks, or similar filings; ensure proper consent for using Custom Avatars; and inform Users about policies and practices affecting their data.
5.2. Stock Avatars may only be incorporated into content created through the Platform. Users must ensure that such use complies with all applicable laws.
5.3. Custom Avatars may be used in personal or business content created through the Platform, subject to compliance with this Policy and the Terms.
5.4. Modification, distribution, sublicensing, or commercial sale of Stock Avatars is prohibited without the express prior written consent of the applicable Avatar owner.
5.5. Avatars may not be resold, sublicensed, or used in ways that infringe on intellectual property rights or violate privacy laws.
6.1. Compliance. Avatars and Avatar Services must comply with all relevant laws and regulations.
6.2. Business Use. Avatars and Avatar Services are intended for business purposes only.
6.3. Security. Users must take reasonable steps to secure their accounts and prevent unauthorized access.
6.4. Activity Monitoring. Users must oversee all activities conducted through their accounts.
6.5. Moderation. Users must ensure Avatars respect individual rights and do not cause harm.
The following are restrictions on use of Avatars
7.1. Impersonation, Deception & Abuse of Individual Rights:
7.2. Adult Content & Abuse of Minors
8.1. Avoid spreading conspiracy theories, propaganda, or misinformation.
8.2. Do not remove or disable watermarks or mechanisms designed to validate content.
8.3. Do not send unsolicited communications or advertisements.
8.4. Do not use Stock Avatars for promoted advertising without express consent.
8.5. Do not provide material support to designated terrorist organizations.
8.6. Do not use the Avatar Services in ways that could result in severe harm or catastrophic damage.
9.1. Do not attribute statements or opinions to Stock or Tolstoy Avatars that misrepresent their views.
9.2. Do not use Stock or Tolstoy Avatars in sensitive or polarizing contexts without consent.
9.3. Do not create or sell NFTs using Stock or Tolstoy Avatars.
9.4. Do not incorporate Stock or Tolstoy Avatars in patents, trademarks, or service-marks.
9.5. Avoid using stock audio in large-scale international advertising campaigns or altering it excessively.
10.1. "Customer Data" includes all content and information submitted to the Avatar Services, including text, scripts, and content created by or for Customer through the Platform (“Customer Content”).
10.2. Customers may direct how Customer Data is used, including permissions, retention, and distribution.
10.3. Customers are responsible for obtaining all necessary consents and approvals related to Customer Data.
We may ask customers to address violations of the this Policy directly. However, we reserve the right to take action if necessary to protect our Platform, Avatar Services, users, or third parties.
12.1. Customers own their Customer Data, but Tolstoy retains ownership of all Content and related intellectual property rights.
12.2. Customers grant Tolstoy a limited license to use Customer Data as needed for Service provision and improvement.
13.1. Customer represents and warrants that:
13.2. EXCEPT AS EXPRESSLY PROVIDED IN THIS POLICY OR THE GOVERNING AGREEMENT, THE AVATAR SERVICES, AVATARS, AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TOLSTOY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; OR (B) ANY WARRANTY THAT THE AVATAR SERVICES OR AVATARS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
13.3. Tolstoy shall not be liable for any harm or damages caused by any Avatar Services or any temporary interruptions or failures in the Avatar Services or Avatars. In no event will Tolstoy be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Policy or the use of the Avatar Services and Avatars, even if Tolstoy has been advised of the possibility of such damages.
13.4. Customer understands and agrees that Tolstoy and its partners or service providers may collect and use usage information for the purpose of improving the Avatar Services and related products. Tolstoy will do so as set out in our privacy policy: https://www.gotolstoy.com/privacy-policy
13.5. Any Avatar Services provided are offered "AS-IS," and Tolstoy does not warrant their performance, stability, or availability. The use of Avatar Services is at Customer’s own risk, and Tolstoy shall not be liable for any issues arising from such use. Tolstoy does not guarantee that the Avatar Services or Avatars will be continuously available or that the Services will be free from bugs or interruptions. Tolstoy may discontinue the availability of any Content or Avatar Services at its sole discretion.
You agree to indemnify, defend, and hold harmless Tolstoy, its affiliates, partners, licensors, and service providers, and their respective officers, directors, employees, and agents (collectively, “Indemnified Parties”), from and against any and all claims, liabilities, damages, losses, costs, expenses (including reasonable attorneys' fees), and other liabilities arising out of or related to: (a) Your use of the Avatar Services and Avatars, including any Customer Content, Custom Avatars, or Customer Data; (b) Any violation of this Policy or the governing agreement by you or your Authorized Users; (c) Any infringement or alleged infringement of any intellectual property or other rights of any third party resulting from your use of the Avatar Services and Avatars; (d) Any claim arising from your or your Permitted Users' failure to obtain necessary consents, licenses, or approvals required for Customer Content, Custom Avatars, or Customer Data; and/or (e) Any breach of your representations, warranties, or obligations under this Policy.
14.1. Indemnification Procedures: Tolstoy will promptly notify you of any claim for which it seeks indemnification. You will have the right to control the defence and settlement of such claim, provided that any settlement requiring a payment or imposing any obligations on Tolstoy requires Tolstoy’s prior written consent, not to be unreasonably withheld. Tolstoy reserves the right to participate in the defence of any claim at its own expense and to be represented by counsel of its choice.
Tolstoy reserves the right to modify, amend, or update this Policy at any time, in its sole discretion. Any changes will be effective immediately upon posting the updated Policy on the Platform or otherwise notifying you. Tolstoy will provide notice of material changes to this Policy by posting the updated version on the Platform or through other appropriate means. It is your responsibility to review this Policy periodically to stay informed of any changes. Your continued use of the Avatar Services and Avatars following the posting of any changes to this Policy constitutes your acceptance of and agreement to such changes. If you do not agree to the updated Policy, you must cease all use of the Avatar Services and Avatars and notify Tolstoy to terminate your access.
No waiver of any provision of this Policy shall be deemed a further or continuing waiver of such provision or any other provision.
Effective Date: August 25, 2024
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