Terms of Use

1.01 Assent. You accept these Terms by clicking “I Agree” (or a substantially similar affirmative control), by completing account registration, or by accessing or using the Platform. You agree that your electronic assent constitutes your signature and satisfies any legal requirement that an agreement be in writing and signed.

1.02 Age Requirement. The Platform is intended for, and may be used only by, individuals who are at least eighteen (18) years of age. By accepting these Terms, you represent and warrant that you are at least eighteen (18) years old and that you have the legal capacity to form a binding contract. Stellon does not knowingly collect “Personal Data” (as defined under applicable data protection laws) Personal Data from any individual under the age of eighteen (18). If Stellon becomes aware that it has collected Personal Data from a person under eighteen (18), Stellon will take commercially reasonable steps to delete such information and terminate the associated account. If you believe a person under eighteen (18) has provided Personal Data to Stellon, please contact us at info@stellonlabs.com.

1.03 Authority; Organizational Users. If you access or use the Platform on behalf of a company, organization, or other legal entity, then (a) all references to “you” include that entity, (b) you represent and warrant that you have full legal authority to bind that entity to these Terms, and (c) that entity is jointly and severally responsible for all acts and omissions of its Personnel in connection with the Platform. For purposes of these Terms, “Personnel” means the officers, employees, agents, contractors, consultants, vendors, and representatives of a party or a party’s affiliates.

2.01 Description of the Platform. The Platform is a voice artificial intelligence and machine learning service that permits you, among other things, to (a) submit text and receive synthesized speech audio (“text-to-speech”), (b) submit voice or other audio and receive a corresponding textual transcription or other text-form content (“speech-to-text”), and (c) tune, configure, or replicate a voice so that generated audio speaks in a designated voice, including through voice cloning from audio samples you provide (the “Voice Tuning Features”). The Platform is offered on a software-as-a-service basis and also through application programming interfaces (“APIs”) that permit integration of the Platform into your own applications, products, and services.

2.02 License Grant. Subject to your compliance with these Terms and payment of all applicable fees, Stellon hereby grants you, during the term of your subscription, a limited, personal, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Platform and the APIs, and to access and use any source code samples, data, documentation, software development kits, software, audio, video, text, photographs, and graphics that Stellon makes available through the Platform (collectively, “Platform Content”), in each case solely for your lawful purposes and in accordance with the scope, usage tiers, and any commercial-use permissions applicable to your plan. For clarity, no copy of the Platform, and no copy of any Model (as defined in Section 5.01), is or will be made available to you or any third party under these Terms, and you receive no rights to any source code of the Platform.

2.03 No User-to-User Sharing. The Platform does not provide, and is not intended to provide, any functionality permitting Users to share, publish, distribute, or otherwise make Content (as defined in Section 5.01) available to other Users through the Platform. You will not attempt to use the Platform to transmit Content to, or receive Content from, another User. Nothing in this Section restricts your ability to use permitted Output outside the Platform in accordance with these Terms.

2.04 APIs and Integrations. Your use of the APIs is subject to any rate limits, authentication requirements, quotas, and technical documentation Stellon publishes, as updated from time to time. You are solely responsible for your applications and for obtaining, maintaining, and providing all approvals, authorizations, consents, permissions, credentials, and access rights required to enable any integration between the Platform and any third-party system, application, service, or data source used by or on your behalf. Stellon has no responsibility or liability for any delay, failure, unavailability, or impairment of the Platform or any integration to the extent resulting from your or a third party’s failure to provide or maintain any such approvals.

2.05 Features and Updates. Stellon may enhance, update, or otherwise modify the Platform and Platform Content at any time, including by adding or removing features or functionality, imposing limits on, replacing, upgrading, suspending, or discontinuing all or part of the Platform. Where any such change reflects a material decrease in the functionality of a paid feature, your sole and exclusive remedy is to terminate the affected subscription by written notice to Stellon within fourteen (14) days after being notified of the change, in which case Stellon will refund to you any pre-paid, unused fees allocable to the terminated portion of the then-current subscription term.

2.06 Fair Use and Usage Limits. Your use of the Platform is subject to the usage tiers, credit allocations, quotas, and fair-use restrictions presented at sign-up, in your plan description, or in the documentation. Stellon may monitor usage and may throttle, limit, suspend, or terminate access if such limits are exceeded, if abuse is detected, or as reasonably necessary to ensure fair access, system stability, and performance for all Users.

2.07 Trials and Betas. If you receive access to the Platform, any Platform Content, or any feature on a free, trial, credit-based, alpha, beta, or early access basis (“Trials and Betas”), such access is permitted only for your internal evaluation and testing during the period designated by Stellon. Either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Stellon may never release, and their features and performance information are Stellon’s Confidential Information. Your use of Trials and Betas is at your own risk.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, STELLON PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS AND BETAS, TRIALS AND BETAS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND STELLON’S TOTAL LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED US $50.00.

2.08 Support. Solely if you are entitled to support as outlined by the Supplemental Terms applicable to your plan, then so long as you are not in breach of these Terms, Stellon will use commercially reasonable efforts to respond to your requests for support with respect to the Platform. Stellon has no obligation to provide support outside of Stellon’s regular business hours or beyond the support level, if any, specified in your plan. For the avoidance of doubt, if you have not purchased support as a part of your plan then Stellon has no obligation to provide any support to you with respect to your use of the Platform.

2.09 Availability. Availability and functionality of the Platform depend on numerous factors, including communication networks, software, hardware, and Stellon’s service providers and contractors. While Stellon uses commercially reasonable efforts to make the Platform available on an ongoing basis, you acknowledge that access may be interrupted from time to time, including for maintenance, updates, or repairs, and Stellon will have no liability for any such interruption or unavailability.

2.10 Third-Party Infrastructure and Providers. Your use of the Platform is subject to the applicable acceptable use policies and usage restrictions of Stellon’s third-party hosting, compute, network, database, and analytics providers, which Stellon may pass through to you and update from time to time.

3.01 Registration. You may be required to create an account to access some or all of the Platform. You agree to provide accurate, current, and complete registration information and to promptly update it as necessary. Stellon may decline any registration request, for any reason, in its sole discretion.

3.02 Credentials. You must maintain the confidentiality of your account credentials and API keys (collectively, “Credentials”). You may not share or permit any third party to use your Credentials. You are responsible for all activity occurring under your account and through your Credentials, including all consumption of credits and all fees incurred. You will promptly notify Stellon at info@stellonlabs.com if you know or suspect that any Credential has been compromised or that your account has been accessed without authorization.

3.03 Organizational Accounts. If you are an entity, you will authorize only your Personnel to create accounts on the Platform (“Authorized Users”). You are solely responsible and liable for the acts and omissions of your Personnel and Authorized Users as if you had committed them, including instructions given to Stellon, access to and use of accounts, violations of the restrictions in Article 4, and all actions taken through their Credentials (excluding misuse of Credentials caused by Stellon’s breach of these Terms).

3.04 Your End Users. If you make the Platform or Output available to, or use the Platform or Output on behalf of, your own end users, you must: (a) ensure that your Authorized Users and end users comply with these Terms and with the restrictions in Article 4; (b) enter into terms with your end users that are at least as protective of Stellon and its providers as these Terms; and (c) obtain all rights, consents, notices, and authorizations required from your end users, including for any voice, biometric, or Personal Data submitted. Stellon has no direct relationship with, and no obligation to, your end users.

3.05 Re-Registration. You may not create an account if Stellon has previously suspended or terminated your account or barred you from the Platform, unless Stellon consents in writing.

3.06 Forfeiture of Credits. If your account is closed, suspended, or terminated, you will forfeit all unused credits and unused allocations associated with your account, except to the extent otherwise required by applicable law.

4.01 Voice Consent Requirement. You may not use the Voice Tuning Features, or otherwise use the Platform, to create, tune, clone, replicate, or generate a voice that is the voice of, or is intended to imitate or is reasonably likely to be mistaken for the voice of, any identifiable natural person, unless: (a) the voice is your own; or (b) you have obtained, and can produce upon Stellon’s request, the express, documented, and legally sufficient consent of that person (or, where that person is deceased, of the person or estate holding the applicable rights) authorizing the creation and use of a synthetic replica of that voice for the purposes for which you use it. You further represent and warrant that you have obtained all rights, licenses, consents, permissions, and releases (including under any applicable right of publicity, right of privacy, biometric privacy, or similar law) necessary for Stellon to process the underlying audio and to provide the Platform. You will not use the Platform to generate a voice of a candidate for political office, a public official, or a deceased individual without such express permission and without complying with all applicable laws. You will not use the Platform to impersonate any person or entity, including any employee or representative of Stellon, or to misrepresent your affiliation with any person or entity. Stellon may, but is not obligated to, require documentary evidence of consent, and may refuse, disable, or delete any voice model at any time.

4.02 Prohibited Conduct. You will not, and will not permit any person or third party to: (a) copy, modify, adapt, alter, translate, distribute, publicly display, or create derivative works of the Platform, the Models, or Platform Content, except as expressly permitted under these Terms; (b) reverse engineer, decompile, decode, disassemble, or otherwise attempt to derive the source code, model weights, architecture, or underlying ideas or algorithms of the Platform or any Model; (c) use the Platform or any Output to research, develop, or build any product, model, or service that is competitive with the Platform or to train, fine-tune, distill, or develop any competing model or service; (d) sublicense, resell, rent, lease, transfer, assign, or offer the Platform, Platform Content, or the APIs, or make any of the foregoing available to any third party, except as expressly permitted under these Terms; (e) remove, obscure, or alter any copyright, trademark, or other proprietary notice; (f) “mirror,” “frame,” or use metatags or hidden text incorporating Stellon’s name or marks; (g) use any robot, spider, crawler, scraper, bot, or other automated means to access, monitor, extract, copy, or collect data from the Platform, other than through the APIs as authorized; (h) circumvent, disable, degrade, or otherwise interfere with any authentication, rate limit, safety filter, content moderation control, or other technical measure that governs or restricts access to or use of the Platform, the Models, or any Output; (i) introduce any virus, worm, trojan horse, logic bomb, or other malicious or technologically harmful material; (j) access or use the Platform in a manner that could disable, overburden, damage, disrupt, or impair the Platform or interfere with any other User’s access; (k) attempt to gain unauthorized access to the Platform, other Users’ accounts, or any connected systems or networks; (l) use the Platform for any unlawful, fraudulent, deceptive, or unauthorized purpose, or in violation of any applicable law or regulation; (m) use the Platform to send spam, unsolicited communications, or fraudulent solicitations; (n) use the Platform for cryptocurrency or digital asset mining or related blockchain compute activity; (o) use the Platform for peer-to-peer file sharing, general file hosting, or media-serving; (p) operate open proxies, open mail relays, or proxy farms, or bypass GeoIP restrictions or IP-based rate limits; (q) probe, scan, or test the vulnerability of any system, or exploit or publicly disclose a vulnerability before Stellon has remediated it, rather than report the vulnerability privately to Stellon; (r) use the Platform as a drop-zone for stolen data or as command-and-control infrastructure for malware; (s) obfuscate code or application logic to hide malicious intent or evade detection or security controls; (t) impose an unreasonable or disproportionately large load on the Platform or underlying infrastructure, or evade payment or usage-based fees; (u) create accounts by automated or bulk means, maintain an excessive number of accounts, or register with temporary, disposable, or dead-drop email addresses; (v) use the Platform to jailbreak, or to circumvent the safety guardrails of, any third-party AI model; (w) store or process datasets obtained by scraping in violation of a third party’s terms of service or robots.txt directives, or perform automated network reconnaissance without authorization; or (x) generate gibberish or deceptive content, manipulate search or answer-engine results, or falsify reputation metrics or social proof.

4.03 Prohibited Content. You will not submit as Input, or use the Platform to generate, transmit, or make available, any content that: (a) is unlawful, defamatory, obscene, pornographic, excessively violent, deceptive, fraudulent, harassing, abusive, hateful, discriminatory, or cruel; (b) sexualizes, exploits, endangers, or targets minors, or promotes sexual content, graphic violence, or other mature themes to minors; (c) infringes or misappropriates any intellectual property, contractual, privacy, publicity, or other right of any person; (d) constitutes fraud, financial scam, voice phishing, or unauthorized identity verification bypass, including any attempt to defeat voice-based authentication systems; (e) is intended to mislead voters regarding the time, place, means, or eligibility requirements for voting; (f) constitutes unsolicited advertising, junk or bulk communications, political advertising, or medical device or pharmaceutical advertising; (g) constitutes child sexual abuse material or promotes or facilitates child sexual exploitation, child sexual abuse, or human trafficking; (h) is non-consensual sexual or intimate audio or imagery, or synthetic media created to deceive, defraud, or harass, including deepfakes; (i) involves doxxing or publishing another person’s personal, confidential, or identifying information without a lawful basis, or targeted harassment, intimidation, threats, stalking, or extortion, provided that this clause does not restrict lawful journalism, research, public-interest reporting, legal compliance, or public-records uses; (j) contains malware, phishing, or other technical abuse; (k) involves card testing or carding, storage of stolen financial data, or other financial fraud; or (l) involves the sale or distribution of controlled substances or drug paraphernalia, or facilitates unregulated gambling or wagering.

4.04 No Sensitive or Regulated Data; No High-Risk Use. “Sensitive Data” means protected health information under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”), payment cardholder or financial account information, Social Security numbers and other government identification numbers, information subject to the Gramm-Leach-Bliley Act, biometric identifiers, children’s Personal Data, and similar data protected under applicable law. You may not submit Sensitive Data to the Platform unless Stellon has expressly agreed in a separate written agreement and, for protected health information, the parties have executed a business associate agreement. You will not use the Platform for high-risk activities, including nuclear facilities, aircraft navigation or air traffic control, life-support and emergency medical systems, hospitals, power plant operation, military or police operations, firefighting or rescue operations, or space travel, or in any manner in which the failure or inaccuracy of the Platform could reasonably be expected to result in death, personal injury, or severe physical, environmental, or financial harm. You acknowledge that the Platform is not designed to comply with industry-specific laws except as expressly agreed in writing, and you may not use the Platform in a way that would subject Stellon to such laws.

4.05 Content Screening and Blocking. Stellon may, in its sole discretion and without notice, screen, filter, block, refuse, throttle, remove, or disable any Input or Output that Stellon determines is or may be inappropriate, unlawful, unsafe, harmful, infringing, or otherwise in violation of these Terms, or that Stellon determines should be blocked to protect Stellon, its Users, or third parties. Stellon does not undertake, and expressly disclaims, any duty or obligation to monitor, screen, edit, or review Content, and Stellon’s exercise or non-exercise of the rights in this Section creates no duty or liability. You acknowledge that safety filters and blocking mechanisms are probabilistic and may be over-inclusive or under-inclusive, and Stellon does not warrant that they will detect or prevent every prohibited Input or Output.

4.06 Enforcement. Stellon may investigate suspected violations and may, in its sole discretion and with or without notice, suspend, restrict, or terminate your account, your Credentials, or your access to all or part of the Platform if Stellon believes that (a) you have violated these Terms; (b) your Content or use of the Platform is objectionable, unlawful, or unsafe; (c) your use may expose Stellon, other Users, or third parties to liability or harm; (d) such action is necessary to protect the security, integrity, or operation of the Platform; or (e) such action is otherwise appropriate for any lawful business reason. Stellon may also cooperate fully with law enforcement authorities and comply with any court order requiring disclosure of the identity or other information of any User.

5.01 Definitions. “Input” means any data, text, audio, voice recording, prompt, file, or other content that you or your Authorized Users submit, upload, or transmit to the Platform. “Output” means the audio, text, transcription, voice model, or other content generated and returned by the Platform based on Input. Input and Output are collectively “Content.” “Models” means Stellon’s foundational and other artificial intelligence, machine learning, and voice models, including model weights, architectures, embeddings, and voice representations, together with all derivatives and improvements thereof. For the avoidance of doubt, Output may be generated by, but does not include, the Models.

5.02 Your Responsibility for Content. You are solely responsible for all Content, including its accuracy, legality, and appropriateness, and for all consequences of your use of the Platform and of any Output. You represent and warrant that (a) you have all rights, licenses, consents, and permissions necessary for Stellon to receive, process, host, store, transmit, and otherwise use your Input to provide the Platform and as otherwise permitted by these Terms; (b) your Input and your use of Output will not violate any applicable law or infringe, misappropriate, or violate any right of any person; and (c) you have made all disclosures and provided all notices required under applicable law to any individual whose voice, likeness, or Personal Data is contained in your Input. Stellon does not verify or validate any Content and disclaims all liability for its accuracy, legality, or appropriateness.

5.03 Ownership of Input. As between you and Stellon, and to the extent permitted by applicable law, you retain all right, title, and interest that you have in and to your Input.

5.04 Ownership of Output. Subject to your compliance with these Terms, and subject to Stellon’s underlying rights in the Platform and the Models, Stellon agrees that, as between Stellon and you, that you will be the owner of the Output generated for you through the Platform. Stellon makes no representation that you are the legal owner of any Output, that any Output is protectable by any intellectual property right, or that any Output does not incorporate, infringe, or misappropriate the rights of any third party. Because of the nature of generative artificial intelligence, Output may not be unique, and other Users submitting the same or similar Input may receive the same or similar Output. You waive and release Stellon and its other Users from any claim that another User’s Output is the same as, or reproduces, your Output. Output generated for other Users is not your Output and you have no right, title, or interest in it.

5.05 License to Stellon. You hereby grant Stellon a worldwide, non-exclusive, royalty-free, fully paid, transferable, and sublicensable (through multiple tiers) license to collect, host, store, cache, access, use, reproduce, modify, adapt, translate, create derivative works from, distribute, transmit, display, and perform your Content, and to incorporate your Content into Stellon’s products, the Platform, the Models, and Stellon’s business operations, in each case for the purposes of: (a) operating, maintaining, securing, supporting, and providing the Platform to you; (b) trust, safety, and abuse detection, content moderation, and enforcement of these Terms; (c) developing, training, fine-tuning, evaluating, enhancing, and improving the Platform, the Models, and Stellon’s other products and services, including labeling and classification; (d) developing new products, services, and technologies; and (e) complying with applicable law. To the extent your Content includes a voice, this license permits Stellon to reproduce, modify, create derivative works from, and use that voice and other indicia of persona contained therein for the purposes stated above; provided that Stellon will not commercialize your voice on a standalone basis without your permission.

5.06 Training Opt-Out. You may request that Stellon cease using certain categories of your Content to train and improve the Models by contacting us at info@stellonlabs.com. Once Stellon has processed your request, Stellon will no longer use the selected categories of your Content to train the Models, except as necessary to provide the Platform to you, to comply with law, or in connection with trust and safety review. Any such request is prospective only and does not affect any use of your Content, or any Model improvements resulting from such use, occurring before the request is processed.

5.07 Output Fingerprinting and Provenance. You acknowledge and agree that Stellon may embed, apply, or associate audio watermarks, inaudible signals, cryptographic fingerprints, metadata, provenance signals, or other identifying markers in, with, or derived from Output (“Provenance Markers”), and may retain and use Provenance Markers and related records for purposes of authentication, attribution, abuse detection and investigation, enforcement of these Terms, safety research, and compliance with applicable law. You will not remove, alter, obscure, degrade, defeat, or attempt to circumvent any Provenance Marker, and you will not use the Platform in any manner designed to do so. Stellon does not warrant that Provenance Markers will survive downstream processing or that they will detect all misuse.

5.08 Backups. You are solely responsible for maintaining backup copies of your Content. Stellon may conduct routine backups for operational purposes but is not liable for any loss, corruption, deletion, or unauthorized access to Content.

6.01 Ownership. Except for the limited rights expressly granted in Article 2 and the ownership of Output as set forth in Section 5.04, Stellon and its licensors retain all right, title, and interest in and to the Platform, the Models, the APIs, the Platform Content, the “look and feel” of the Platform, and all intellectual property rights therein and thereto, including all patent, copyright, moral, trademark, trade dress, trade secret, and other proprietary rights, together with all modifications, enhancements, improvements, and derivative works thereof (collectively, “Stellon IP”). You agree not to take any action inconsistent with Stellon’s ownership. All rights not expressly granted are reserved.

6.02 Trademarks. “Stellon,” “Stellon Labs,” “KittenML,” and the associated logos, product and service names, and slogans are trademarks of Stellon and may not be copied, imitated, or used, in whole or in part, without Stellon’s prior written permission. All other marks are the property of their respective owners, and reference to any product or service does not imply endorsement.

6.03 Feedback. If you or your Personnel provide Stellon with any suggestions, ideas, comments, enhancement requests, recommendations, or other feedback regarding the Platform, the Models, or Platform Content (collectively, “Feedback”), Stellon will be free to use, disclose, reproduce, license, commercialize, and otherwise exploit such Feedback for any purpose, commercial or otherwise, without restriction, attribution, or compensation to you. You hereby assign to Stellon all right, title, and interest in and to all Feedback and waive any moral or economic rights therein. Stellon will exclusively own all improvements, modifications, inventions, and derivative works developed using or incorporating Feedback, and may treat Feedback as non-confidential.

6.04 Usage Data. Stellon may collect and generate data and information relating to your and any end user’s use of the Platform, including telemetry, logs, configuration, performance, error, and interaction data (“Usage Data”). Both during and after the term of these Terms, Stellon may use Usage Data for any lawful purpose, including to operate, secure, modify, enhance, train, and optimize the Platform, the Models, and Stellon’s other algorithms and software. Stellon may create aggregated and de-identified data that does not identify you or any individual, and Stellon retains all right, title, and interest in such aggregated and de-identified data, which Stellon may use for any lawful purpose, including analytics, benchmarking, research, publication, product development, and the training of artificial intelligence products.

7.01 Privacy Policy. Please review Stellon’s Privacy Policy, which describes how Stellon collects, uses, discloses, and otherwise processes information about you and is incorporated into these Terms by reference. By using the Platform, you agree to the Privacy Policy.

7.02 Collection and Analytics. You acknowledge and agree that, in connection with your access to and use of the Platform, Stellon collects and processes technical and analytics information, including your Internet Protocol address and coarse geolocation derived from it, device and browser characteristics, and information collected through cookies, pixels, web beacons, tags, software development kits, and similar technologies. You further acknowledge that Stellon may record and replay session activity, including page views, navigation, mouse movements, scrolling, clicks, and keystroke activity within the Platform interface (“Session Replay”), for the purposes of product analytics, debugging, security, fraud and abuse detection, and improvement of the Platform and user experience. Stellon uses commercially reasonable measures to exclude or mask sensitive fields from Session Replay. Your consent to, and any available choices regarding, cookies, Session Replay, and similar technologies are addressed in the Privacy Policy and, where applicable, in the cookie or consent interface presented to you.

7.03 Worldwide Processing; International Users. The Platform is operated, controlled, and offered by Stellon from facilities in the United States and may be accessed from countries around the world. Your Content, Usage Data, and other information may be received, transmitted, hosted, stored, and processed on a worldwide basis by Stellon and its sub-processors, including in the United States and other countries. You consent to such transfer and processing. Where required for transfers of personal data from the European Economic Area, the United Kingdom, or Switzerland, such transfers will be subject to appropriate safeguards. Stellon makes no representation that the Platform is appropriate or available for use in any particular location. Those who access the Platform from outside the United States do so at their own initiative and are solely responsible for compliance with applicable local law.

7.04 Sub-Processors. Stellon uses third-party sub-processors, including hosting, compute, network, database, and analytics providers, to process Content and Usage Data, and you consent to their appointment. Where Stellon processes personal data on your behalf, that processing is governed by Stellon’s data processing addendum, which applies where required by applicable data protection law and, where relevant, incorporates the applicable standard contractual clauses for international transfers. You are the controller of personal data you submit and are responsible for the accuracy, quality, and legality of that data, for establishing a lawful basis, and for providing notices and obtaining consents from data subjects. You are responsible for configuring your use of the Platform, including available masking and filtering controls, to avoid submitting Sensitive Data or unnecessary personal data.

8.01 Plans. Stellon may make the Platform available on a free, trial, or promotional-credit basis, and on paid bases including pay-as-you-go usage-based pricing, monthly subscription, and annual subscription, in each case as described on the applicable plan, subscription page, or order form. Free-tier, trial, and promotional-credit access may be limited in features, volume, or duration, and may be non-commercial in scope.

8.02 Fees and Authorization. You agree to pay all fees, charges, and applicable taxes for the plan you select and all usage incurred under your account, at the prices in effect when incurred. You will provide complete and accurate billing information and a valid payment method, and you authorize Stellon (and its payment processors) to store your payment method and to charge it for all amounts due, including recurring subscription fees and metered usage charges, without further action by you.

8.03 Automatic Renewal. If you subscribe to any feature or functionality of the Platform for a term (the “Initial Term”), your subscription will automatically renew for successive periods of the same duration as the Initial Term at Stellon’s then-current rates unless you cancel before the end of the then-current period in accordance with Section 8.04.

8.04 Cancellation. You may cancel a subscription at any time through your account settings or by contacting info@stellonlabs.com. Cancellation takes effect at the end of the then-current subscription period, and you will retain access to the applicable paid features through the end of that period.

8.05 No Refunds. Except as expressly provided in these Terms or as required by applicable law, all fees are non-refundable and there are no credits or refunds for partially used periods, unused credits, or partial months or years of service. You have no right of setoff.

8.06 Taxes. All fees exclude any sales, use, excise, import, export, value-added, universal service, withholding, or other similar taxes or governmental charges, including related penalties and interest, other than taxes based on Stellon’s net income (collectively, “Taxes”). You agree to pay all Taxes imposed in connection with these Terms.

8.07 Late Payment; Suspension. If you fail to pay any amount when due, Stellon may charge a late fee on the unpaid amount at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until paid. Stellon may also downgrade your account or suspend any or all access to the Platform until all amounts due and late fees are paid in full. If legal action is necessary to collect amounts due, you will reimburse Stellon for all expenses incurred, including reasonable collection costs and attorneys’ fees.

8.08 Price Changes. Stellon may change its prices from time to time. If Stellon increases the recurring fees for a subscription, Stellon will provide at least thirty (30) days’ advance notice, and the increase will take effect at your next renewal so that you may cancel before the increase applies. Changes to pay-as-you-go rates will apply prospectively upon notice.

8.09 Credits. Any promotional codes, referral credits, discounts, or free credits Stellon offers must be used lawfully, for their intended audience and purpose, and in accordance with any additional terms Stellon establishes. Such codes and credits may not be duplicated, sold, transferred, or made available to the general public, have no cash value, may expire, and may be disabled or conditioned by Stellon at any time without liability.

8.10 Payment Processors. Payments may be processed by third-party payment service providers. If you elect to pay through such a provider, you agree to be bound by that provider’s terms and privacy policy, you acknowledge that confirmation or rejection of payment is not performed by Stellon, and you release Stellon from liability arising from the acts or omissions of such providers.

9.01 Definition. “Confidential Information” means any business, technical, or financial information, materials, or other subject matter disclosed by Stellon to you that is identified as confidential at the time of disclosure or that should reasonably be understood to be confidential under the circumstances, including non-public information about the Platform, the Models, Trials and Betas, pricing, and roadmaps.

9.02 Obligations. You will (a) use Stellon’s Confidential Information only to exercise your rights and perform your obligations under these Terms, (b) protect it using at least reasonable care, and (c) not disclose it to any third party except to your Personnel and professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in these Terms. You are responsible for any breach by such persons.

9.03 Exceptions. These obligations do not apply to information that (a) is or becomes publicly available through no fault of yours, (b) was known to you without restriction before disclosure, (c) is rightfully obtained by you from a third party without restriction, or (d) is independently developed by you without use of Stellon’s Confidential Information.

9.04 Compelled Disclosure. You may disclose Confidential Information to the limited extent required by a court order or applicable law, provided that you first give Stellon written notice (to the extent legally permitted) and make a reasonable effort to obtain a protective order.

10.01 Compliance Generally. Each party will comply with all laws applicable to its obligations or performance under these Terms.

10.02 Export Control and Sanctions. You will comply with all export control, embargo, and sanctions laws and regulations of the United States and any other applicable jurisdiction (the “Export Control Laws”). You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. economic sanctions or trade embargoes (including Belarus, Cuba, Iran, North Korea, Russia, Syria, and the annexed regions of Ukraine), and that you are not identified on any U.S. government list of sanctioned or restricted parties. Any licenses or authorizations required for the transfer of goods or services are your responsibility unless otherwise indicated, and you will provide any information Stellon reasonably requests to obtain such licenses or authorizations. You will not export, re-export, or release the Platform, any Output, or any related technology to any embargoed jurisdiction or restricted party, or make it accessible from any such jurisdiction.

11.01 DMCA Notices. Stellon respects the intellectual property rights of others. If you believe that content on or generated through the Platform infringes your copyright, you may submit a notification to Stellon’s designated agent in accordance with Section 512(c) of the Digital Millennium Copyright Act, 17 U.S.C. § 512 (the “DMCA”), including: (a) a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the allegedly infringing material and information sufficient to permit Stellon to locate it; (d) your address, telephone number, and email address; (e) a statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on the owner’s behalf. Notices should be sent to: info@stellonlabs.com.

11.02 Counter-Notification and Repeat Infringers. A User whose material has been removed may submit a counter-notification satisfying Sections 512(g)(2) and (3) of the DMCA, and Stellon may, in its sole discretion, reinstate the material. You may be liable for damages if you materially misrepresent that material is infringing or non-infringing. Stellon has adopted and will reasonably implement a policy of terminating, in appropriate circumstances, the accounts of Users who are repeat infringers.

11.03 Voice, Publicity, and Privacy Complaints. If you believe that the Platform has been used to replicate your voice or the voice of a person you are authorized to represent without consent, or otherwise to violate a right of publicity or privacy, please contact info@stellonlabs.com. Stellon will review such reports and may remove or disable the applicable voice model, Output, or account.

12.01 General Disclaimer. YOUR ACCESS TO AND USE OF THE PLATFORM, THE APIS, THE PLATFORM CONTENT, THE MODELS, AND ANY OUTPUT IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, THE APIS, THE PLATFORM CONTENT, THE MODELS, ANY DOCUMENTATION, AND ALL OUTPUT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. STELLON AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS SPECIFICALLY DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AVAILABILITY, AND SATISFACTORY QUALITY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. STELLON DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, CURRENT, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, OR THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

12.02 Artificial Intelligence Disclaimer. YOU ACKNOWLEDGE AND AGREE THAT ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ARE NEW AND RAPIDLY EVOLVING TECHNOLOGIES AND THAT THE PLATFORM IS PROBABILISTIC IN NATURE. OUTPUT MAY BE INACCURATE, INCOMPLETE, MISLEADING, OFFENSIVE, OR OTHERWISE INAPPROPRIATE, EVEN WHERE IT APPEARS ACCURATE BY REASON OF ITS DETAIL, FLUENCY, OR SPECIFICITY. TRANSCRIPTIONS MAY CONTAIN ERRORS, OMISSIONS, OR MISATTRIBUTIONS, AND SYNTHESIZED SPEECH MAY MISPRONOUNCE, MISREPRESENT, OR OTHERWISE FAIL TO CONVEY THE INTENDED MEANING OF INPUT. YOU WILL NOT RELY ON ANY OUTPUT AS A SOURCE OF TRUTH OR FACTUAL INFORMATION, AS A SUBSTITUTE FOR PROFESSIONAL ADVICE, OR AS THE SOLE BASIS FOR ANY DECISION, AND YOU WILL INDEPENDENTLY VERIFY OUTPUT BEFORE RELYING ON IT. STELLON DOES NOT REPRESENT OR WARRANT THAT ANY PROMPT, INPUT, OR OUTPUT WILL BE CORRECTLY PERMITTED, DENIED, CLASSIFIED, DETECTED, WATERMARKED, MODERATED, OR ENFORCED, OR THAT THE PLATFORM WILL IDENTIFY OR PREVENT EVERY UNAUTHORIZED, UNLAWFUL, OR OTHERWISE UNDESIRABLE USE. THE PLATFORM DOES NOT REPLACE YOUR INDEPENDENT JUDGMENT OR YOUR LEGAL, REGULATORY, AND COMPLIANCE OBLIGATIONS, AND IS NOT INTENDED TO PROVIDE LEGAL, REGULATORY, MEDICAL, OR OTHER PROFESSIONAL ADVICE, COMPLIANCE CERTIFICATIONS, OR SECURITY GUARANTEES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL STELLON OR ITS AFFILIATES, LICENSORS, SUPPLIERS, SERVICE PROVIDERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, STATUTE, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, LOSS OF USE, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, EVEN IF STELLON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL, CUMULATIVE LIABILITY OF STELLON AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, THE MODELS, ANY OUTPUT, OR YOUR USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO STELLON FOR THE PLATFORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE FIRST CLAIM AROSE.

14.01 Your Indemnity. To the fullest extent permitted by applicable law, you will defend, indemnify, and hold harmless Stellon and its affiliates, and their respective officers, directors, shareholders, employees, contractors, agents, licensors, and service providers (collectively, the “Stellon Indemnified Parties”) from and against any and all claims, demands, suits, proceedings, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your access to or use of the Platform, the APIs, the Models, or any Output; (b) your Content, including any Input you submit and any Output you use, distribute, or publish; (c) your creation or use of any voice model, including any claim that a voice was created, tuned, cloned, or used without the consent required by Section 4.01 or in violation of any right of publicity, right of privacy, biometric privacy law, or similar right; (d) your violation of these Terms, the Privacy Policy, or any applicable law; (e) your violation, misappropriation, or infringement of the rights of any third party, including intellectual property and privacy rights; or (f) your gross negligence or willful misconduct.

14.02 Procedure. Stellon will provide you with notice of any claim subject to indemnification. Stellon reserves the right, at its own election, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and to determine whether and on what terms to settle. You will cooperate fully in the defense of any such matter and will pay all fees, costs, and expenses associated with such defense. This indemnity is in addition to, and not in lieu of, any other indemnity set forth in a written agreement between you and Stellon.

15.01 Term. These Terms take effect on the earlier of your acceptance of them or your first access to the Platform and continue in effect until terminated in accordance with this Article 15.

15.02 Termination by You. You may terminate these Terms at any time by canceling any subscription in accordance with Section 8.04, closing your account, and ceasing all use of the Platform.

15.03 Suspension and Termination by Stellon. Stellon may, at any time and in its sole discretion, suspend, restrict, disable, or terminate your account, your Credentials, or your access to all or any portion of the Platform, with or without notice, including on the grounds set forth in Section 4.06, for non-payment under Section 8.07, where required by law, where Stellon determines the provision of the Platform is no longer commercially viable, or for any other lawful business reason.

15.04 Effect of Termination. Upon any expiration or termination: (a) the licenses granted to you in Article 2 immediately terminate; (b) you and your Personnel will immediately cease all use of the Platform, the APIs, and the Platform Content; (c) you will pay all amounts accrued and unpaid as of the effective date of termination; (d) all unused credits are forfeited as provided in Section 3.06; and (e) Stellon may, but is not obligated to, delete your Content. If Stellon terminates for your uncured material breach, you will immediately pay all amounts that would have been payable during the remainder of the then-current subscription term had it not been terminated early.

15.05 Survival. Articles 5 (Inputs, Outputs, and Content), 6 (Stellon’s Intellectual Property), 7 (Privacy; Data Collection); 8 (Fees, Plans, and Payment, as to amounts accrued), 9 (Confidentiality), 10 (Compliance with Laws), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), and 16 (General), together with this Section 15.05 and any other provision that by its nature is intended to survive, will survive any expiration or termination. Termination will not relieve either party of any liability or obligation that accrued prior to termination.

16.01 Governing Law and Forum. These Terms are governed by and construed in accordance with the laws of the State of California, without giving effect to conflict of laws principles, except to the extent preempted by U.S. federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in San Francisco, California will have exclusive jurisdiction over any dispute, and each party waives any objection to venue in those courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in local courts, this Section applies only to the extent consistent with that local law.

16.02 Amendment. Stellon may modify these Terms from time to time. Stellon will indicate the date of the most recent change in the “Last Updated” line above and will provide notice of material changes by email or through an in-product notice. Changes that materially and adversely affect you will become effective (a) for subscription plans, at the commencement of your next subscription term following at least thirty (30) days’ notice, and (b) for pay-as-you-go and free-tier access, thirty (30) days after notice is provided. All other changes are effective when posted. Your continued access to or use of the Platform after the effective date of any change constitutes your acceptance of the modified Terms. If you do not agree, you must stop using the Platform and may cancel in accordance with Section 8.04.

16.03 Notices. Stellon may provide notices to you by email to the address associated with your account, by posting within the Platform, or by posting on the Stellon website, and such notice is deemed given when sent or posted. You consent to receive communications from Stellon electronically, including by email at the address associated with your account and through in-product notices, and you agree that such electronic communications satisfy any legal requirement that a communication be in writing. Notices to Stellon must be sent to info@stellonlabs.com and are deemed given upon receipt.

16.04 Assignment; Subcontracting. You may not assign, delegate, or transfer these Terms or any right or obligation hereunder, by operation of law or otherwise, without Stellon’s prior written consent, and any attempt to do so is void. Stellon may freely assign these Terms, in whole or in part, including to any affiliate or successor in interest. Stellon may subcontract any or all of its obligations without your consent, provided Stellon remains responsible for its subcontractors’ performance. Subject to the foregoing, these Terms are binding upon and inure to the benefit of the parties and their permitted successors and assigns.

16.05 Relationship of the Parties. The parties are independent contractors. Neither party is, nor may represent itself to be, the franchisor, franchisee, joint venturer, partner, broker, employee, servant, agent, or legal representative of the other, and neither has authority to bind the other in any manner.

16.06 Force Majeure. Stellon will not be in default by reason of any failure in performance arising out of causes beyond its reasonable control, whether direct or indirect, including acts of God; acts of government; riots; fires; earthquakes; floods; epidemics or pandemics; quarantine restrictions; embargoes; strikes or labor disputes; delays or interruptions in performance by suppliers, subcontractors, or third-party infrastructure providers; unusually severe weather; shortages in labor, fuel, materials, or supplies; internet connectivity problems; and hacking or compromise of any facilities, resources, or infrastructure, whether of Stellon or any third-party service provider.

16.07 Injunctive Relief. You acknowledge that any breach of Article 4, Article 6, or Article 9 will cause irreparable harm to Stellon for which monetary damages would be an inadequate remedy, and that Stellon is entitled to seek injunctive and other equitable relief, without posting bond or other security and without proof of damages, in addition to any other remedies available at law or in equity.

16.08 Waiver. No failure to exercise, and no delay in exercising, any right, power, or privilege under these Terms operates as a waiver, nor does any single or partial exercise preclude any other exercise. No waiver is valid unless in writing and signed by the waiving party. No waiver of any breach is a waiver of any preceding or subsequent breach.

16.09 Severability. If any provision of these Terms is held invalid, unenforceable, or void by a court of competent jurisdiction, that provision will be severed or revised to the minimum extent necessary to render it enforceable, and the remainder of these Terms will remain in full force and effect.

16.10 Entire Agreement. These Terms, together with the Privacy Policy and any Supplemental Terms expressly incorporated by reference, constitute the entire agreement between you and Stellon regarding your access to and use of the Platform, and supersede all prior and contemporaneous agreements, proposals, representations, and understandings, written or oral, concerning the subject matter.

16.11 Interpretation. Section titles are for convenience only and have no legal effect. Examples following “including,” “e.g.,” or similar words are not exhaustive and are read to include “without limitation.” “Or” is inclusive. All monetary amounts are in U.S. dollars. References to URLs include successor URLs and localized versions.

16.12 Contact. Questions or complaints regarding the Platform or these Terms may be directed to Stellon by email to info@stellonlabs.com.