Terms of Service

The Replica Studios service (“the Service”) is owned and operated by Replica Media Pty Ltd (ABN 99 626 601 625).
The Service is accessible from online locations including the websites at www.replicastudios.com and www.replica.app, and also via one or more APIs provided by us (the “Replica APIs”). By accessing and/or using the Service you agree to these Terms of Use, which include our Privacy Policy (Terms). You should review our Privacy Policy and these Terms carefully and immediately cease using the Service if you do not agree to these Terms. These Terms of Use form an agreement between you and us (the “Agreement”).

In these Terms, ‘Replica Media’, 'us', 'we' and 'our' means Replica Media Pty Ltd and our related bodies corporate.

These Terms may be amended by Replica Media from time to time. Replica Media will use reasonable efforts to ensure that any changes to these Terms are made available to you not less than 24 hours prior to taking effect. Your continued use of the Service following the date such amended terms take effect will be deemed to be acceptance of any amended Terms.

1 About the Service

1.1 The Service is a voice synthesis service using AI technology, which operates in a variety of ways including text-to-speech, voice-to-voice and code-to-voice.

1.2 The Service offers multiple machine learning models: Classic (our standard model), Vox-1 (our newest model which offers higher quality synthesised audio files), and potentially further models.

2 Using the Service

2.1 To use the Service you must upload speech or text you wish to convert to voice format via the functionality on the Service. You must only upload speech or text in respect of which you hold all necessary rights, and not any material, the use of which would infringe the rights of any third party. You must not use the Service to convert any content that:
(a) is unlawful, criminal, defamatory, harmful, libellous, contemptuous, obscene, pornographic, hateful, indecent or racially, culturally or ethnically or otherwise objectionable;

(b) violates or infringes the rights (including rights of privacy, publicity, copyrights, trade mark rights and contract rights) of any other person or party or infringes any law;

(c) promotes, incites or instructs in criminal activity or violence, or in conduct that may give rise to civil liability;

(d) advocates the doing of a terrorist act;

(e) contains gratuitous, exploitative or offensive descriptions of violence, or which provides explicit or graphic descriptions of sexual acts or fetishes;

(f) contains or promotes information that you know is false, misleading or deceptive;

(g) is for the purpose of advertising any illegal services or the sale of any items which are prohibited or restricted by any law; or

(h) constitutes or promotes copyright infringement;

“Objectionable Content”.

2.2 The Service will create voice recordings of the speech or text you wish to convert (“Synthesized Audio”) using a synthetic voice generated by the Service, which can be selected by you from a list of available synthetic voices (“Public Voices”).

3 Grant of Rights

3.1 You grant us the right to apply the Service to the speech or text you submit and to create Synthesized Audio of it.

3.2 We grant you a perpetual, worldwide royalty-free licence to use the Synthesized Audio for any purpose, including commercial purposes, subject to the terms set out in these Terms of Use, including the restrictions in clause 4.1.

3.3 You grant us a perpetual, worldwide, royalty-free right to store and use the speech or text you provide:

(a) for our own internal research and development purposes;

(b) for our own internal purposes in improving the Service and our other products and services; and

4. Restrictions

4.1 You must not use Synthesized Audio:

(a) in connection with any Objectionable Content;

(b) for the purpose of impersonating any person;

(c) in connection with any misleading, fraudulent, criminal or unlawful activity, or activity which would infringe the rights of any third party; or

(d) in connection with any activity that would constitute sexual, racial or other discrimination.

5 Warranties

5.1 You warrant to us that:

(a) you own or control all rights in the speech or text you upload to the Service which are necessary for it to be converted into Synthesized Audio and for the Synthesized Audio to be used by us, and by you, in accordance with these Terms of Use; and

(b) that the provision of the Service in relation to the text you supply, and use by you and us of the Synthesized Audio in accordance with these Terms of Use will not infringe the copyright or other rights of any third party, or any law.

6. Rights in Recordings

6.1 As between you and us, we will own all copyright and other rights in the Synthesized Audio throughout the universe in perpetuity. We will store Synthesized Audio on our servers.

7 Fees and Charges

7.1 To use the Service you must register an account. When registering an account, you agree to:

(a) provide true, accurate, current, and complete information;

(b) maintain and update this information to keep it true, accurate, current, and complete;

(d) not transfer or share your account with any third party; and

(e) immediately notify us of any suspected or actual unauthorized use of your account or breach of security. You are solely responsible for all activities that occur under your account, whether or not you authorized the activity, and we are not liable for any loss or damage to you or any third party arising from your failure to comply with any of the foregoing obligations.

7.2 We offer various monthly or annual subscription plans, details and pricing of which are published on the Service (“Plans”).

7.3 Each Plan entitles you to a certain number of credits per month or year, which can be used for various purposes within the Service, including generating Synthesized Audio using the Classic or Vox-1 learning models, and accessing other features and functionality. Details of what credits may be used for as part of each Plan are published within the Service.

7.4 Credits which are unused within the relevant month or year do not expire; they remain available to the use for the duration of their subscription to the relevant Plan. There is no limit to the number of credits you can accrue. However, if your subscription to a Plan terminates, all accrued credits will expire and be forfeited.

7.5 If you subscribe to a Plan, then at the start of each monthly or yearly billing cycle you will be automatically debited with the monthly or yearly fee for that Plan and you will be credited with the relevant number of monthly or yearly credits for that Plan. Your first billing cycle will commence on the date you join the Plan, and the billing cycles will continue on a rolling monthly or yearly basis after that.

7.6 If in any given month or year, you use all your credit prior to the end of the month or year, then you will not be permitted to continue using the Service for the remainder of that month or year unless you have chosen to purchase "top up" credits. Details of how to purchase “top up” credits, and the price for them, will be published on the Service. The price for “top up” credits may change from time to time.

7.7 If you wish to cancel your monthly or yearly Plan, you must give us notice at least 24 hours before the commencement of the next monthly or yearly billing cycle. If you give us such notice, your plan will terminate at the end of the then-current billing cycle and you will not be charged any further monthly or yearly fees. You will not be entitled to a refund for any unused credits.

7.8 If your subscription to a Plan terminates, you will no longer be able to access Synthesized Audio, metadata or other content related to your use of the Service (“Your Content”) unless you re-subscribe to that Plan, or subscribe to another Plan, within 30 days after your subscription ends, in which case you will be able to access Your Content via your new subscription. After such 30 day period you may not be able to access Your Content even if you re-subscribe to your former Plan or subscribe to a different Plan.

7.9 If you choose to upgrade to a more expensive Plan, your subscription to the new Plan will begin on the date you elect to do so, and you will be immediately entitled to the extra credits and features which apply to your new Plan. Your pre-existing balance of credits will be preserved.

7.10 If you choose to downgrade to a less expensive Plan, your subscription to the new Plan will begin upon expiry of the then-current monthly or yearly billing cycle for your current Plan. Upon commencement of your new Plan, you will become entitled to the credits and features for that new Plan, however any unused credits from your prior Plan, and any unused “top up” credits you have purchased, will not be preserved and will be forfeited.

7.11 We may in our discretion discontinue any of our monthly or yearly Plans at any time. If we do this in respect of the plan that you are on, we will notify you and we will inform you of the date your Plan will terminate (which will be at the end of a monthly or yearly billing cycle). After that, you will no longer be charged monthly or yearly fees, and you will no longer be entitled to use the Service, unless you select another Plan from the Plans we have on offer.

7.12 All payments will be processed by our third party payment services provider, Stripe. Payments may be made by credit card or any other payment type which Stripe may from time to time accept on our behalf.

7.13 We may in our discretion from time to time offer coupons or free trials to some or all users of Service. Details about how these work will be published by us on the Service and/or via other media.

7.14 Notwithstanding the foregoing, if you want to use the Service for a project which has a budget of $250,000USD or more, or as a business with 20 employees or more, then you will be a Business user (“Business User”). Business Users may only access the Service via a Business plan.

Business plans include those titled Pro+, Enterprise and Custom plans.

7.15 Pro+ subscriptions are payable on a per project basis. For the purpose of this agreement projects are defined by the term “Project”. “Project” means the body of work with a dedicated team completing work for a single title or product. All other terms are as per standard terms of service.

7.16 Enterprise subscriptions are subject to a separate agreement between the Business User and us (“Enterprise Plan”). Terms for subscribing to Enterprise can be found following the standard terms, here. If you are an Business User seeking a custom plan, please contact us using the contact links provided within the Service.

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8. Storage

8.1 Our Plans may vary in terms of the amount and duration of storage on our servers for Synthesized Audio that you will be entitled to. Details of this for each Plan are published on the Service.

9. Replica API

9.1 Certain Plans allow you to access one or more Replica APIs, which provide functionality for various purposes including integrating Replica Studios’ voice technology into applications. Use of the Replica API may be rate-limited depending on which Plan you are subscribed to (for example, there may be a limit on requests per minute while using the API). Details regarding API access and rate limits for our Plans are published on the Service.

10. Availability Of Voices

10.1 The Public Voices which are available within the Service for creation of Synthesized Audio will not necessarily remain available for use indefinitely (for example because a voice actor’s contract with us expires). You will be notified within the Service at least 60 days in advance if a Public Voice will become unavailable. After it becomes unavailable, you will no longer be able to use that Public Voice for the creation of Synthesized Audio.

11. Availability Of Functionality And Features

11.1 Certain functionality or features within the Service may will not necessarily remain available for use indefinitely (for example because they are beta-version or temporary functionality or features).

12. Support

12.1 The Service is provided on an “as is” and “as available” basis and we do not provide any support in respect of the Service.

13. Indemnity

13.1 You indemnify us from and against all claims, costs, damage, and loss arising from any breach by you of your obligations or warranties in this Agreement, or from any claim that our use of any recordings, text or other material uploaded or otherwise provided by you infringes the rights of any third party.

14. Intellectual property rights

14.1 Unless otherwise indicated, Replica Media owns or licenses from third parties all rights, title and interest (including copyright, designs, patents, trademarks and other intellectual property rights) in the Service and in all of the material (including all text, graphics, and logos) made available on the Service (Content).

14.2 Your use of the Service and use of and access to any Content does not grant or transfer any rights, title or interest to you in relation to the Service or the Content. However we grant you the right to access the Service and the Content on the terms and conditions set out in this Agreement and, where applicable, as expressly authorised by us and/or our third party licensors.

14.3 Any reproduction or redistribution of the Service or the Content, except as expressly permitted under these Terms of Use, is prohibited and may result in civil and criminal penalties.

15. Prohibited Activity

15.1 You must not:

(a) use the Service in a manner inconsistent with any applicable laws, statutes, and regulations, or inconsistent with the licence terms and conditions which apply to any third party software;

(b) use the Service in connection with any criminal or tortious activity or the infringement of intellectual property rights;

(d) reverse engineer, decompile, disassemble, or attempt to obtain the source code of, the Service;

(e) delete, circumvent or alter any legal notices, rights management information or technological protection measures within the Service;

(f) engage in any malicious activity in connection with the Service, or any activity which may overload or harm our servers or other infrastructure;

(g) engage in data harvesting or any similar activity in connection with the Service;

(h) engage in any activity that involves the use of viruses, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment, or otherwise permit the unauthorised use of or access to a computer or a computer network;

(i) interfere with the use of the Service by others, including but not limited to interfering with the computer systems which support the Service, overloading a service, engaging in a denial-of-service attack, or attempting to disable a host;

(j) use the Service or its output to create, train or modify any product or service which is similar to or competitive with the Service, and/or which is an artificial intelligence product or service;

(k) redistribute any voices, features or functionality from the Service via any system, software or application (including but not limited to embedding voices from the Service via an API in any third party platforms, tools or software; or

(l) permit, encourage or assist any other person to do any of the above.

(“Prohibited Activity”).

15.2 We may suspend or terminate your use of the Service if:

(a) we reasonably believe that you have engaged in Prohibited Activity, or have breached these Terms of Use;

(b) you do not co-operate with any reasonable investigation by us of any suspected breach of these Terms of Use; or

15.3 You must co-operate with us in relation to any reasonable investigation by us of technical problems or security problems in connection with the Service, or any suspected breach of these Terms of Use.

16 Limitation of Liability

16.1 To the maximum extent permitted at law, we do not make any warranties in respect of the Service, including but not limited to that the Service will meet your requirements or will achieve any particular result, or that the Service will be uninterrupted or will be error free. We provide the Service “as is” and “as available”. We will use reasonable endeavours to achieve the best possible fidelity for Synthesized Audio, but we do not guarantee that any particular level of fidelity will be achieved.

16.2 To the maximum extent permitted by law, including the Australian Consumer Law, in no event shall we be liable for any direct and indirect loss, damage or expense, loss of profits, loss of revenue, loss of data, loss of or damage to reputation, loss of or damage to goodwill, loss of business opportunities (including opportunities to enter into or complete arrangements with third parties), loss of management time, damage to credit rating, loss of business, or any other loss not arising naturally from the relevant breach – irrespective of the manner in which it occurs – which may be suffered due to a your use of the Service, or as a result of the inaccessibility of the Service and/or the fact that certain information or materials contained on it are incorrect, incomplete or not up-to-date.

16.3 To the extent that we have any liability to you, our total aggregate liability to you in connection with any breach of this Agreement by us will be limited at our sole discretion to:

(a) the resupply of the services to you; or

(b) the payment of the cost of having the services supplied to you again.

17. LibriTTS Datasets

17.1 The Service uses datasets from the LibriTTS corpus which is available at https://research.google/tools/datasets/libri-tts/ (the “LibriTTS Datasets”)

17.2 The authors of the LibriTTS Datasets are Heiga Zen, Viet Dang, Rob Clark, Yu Zhang, Ron Weiss, Ye Jia, Zhifeng Chen and Yonghui Wu.

17.3 The LibriTTS Datasets are licensed pursuant to a Creative Commons Attribution 4.0 International licence, the terms of which which are available at https://creativecommons.org/licenses/by/4.0/legalcode

17.4 The LibriTTS Datasets have been modified by us as part of the design and functionality of the Service and have been used to create an elementary base model. All fine tuned voices available on the Replica platform have been trained using data licensed exclusively to Replica Studios.

18. General

18.1 These Terms of Use, together with the Privacy Policy, and the terms of any other notices or instructions given to you under these Terms of Use supersede all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between you and us relating to the use of the Service and the other matters dealt with in these Terms of Use.

18.2 To the extent of any inconsistency between these Terms of Use and any other terms, these Terms of Use will prevail.

18.3 You may not assign or transfer any rights under this Agreement to any third party without our prior written consent.

18.4 If any part or provision of these Terms of Use is invalid, unenforceable, or in conflict with any law, that part or provision is excised from this Agreement and the remainder of the Agreement will be unaffected.

18.5 Your use of the Service and these Terms of Use are governed by the law of Queensland, Australia and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Queensland.

18.6 These Terms may be amended by us from time to time. We will notify you of any such amendments. Your continued use of the Service following the date such amendments take effect will be deemed to be acceptance of any amended Terms. If you are subscribed to a Plan, you may terminate your Plan by giving us 24 hour’s written notice before the date the amended Terms take effect. If you provide us with such notice, your Plan will terminate on the date the amended Terms take effect. If this date doesn’t fall at the end of your then current billing cycle, your account will receive a refund for any credits which remain unused as at the date the amended Terms take effect. You may, if you wish, re-subscribe to the Plan at any time and be bound by the amended Terms, and if you do so at least 24 hours before the date the amended Terms take effect, your Plan will continue uninterrupted.

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Enterprise Plan Terms of Service

1 Definitions

1.1 In this Agreement:

"Breaths And Efforts" means Synthesized Audio created for the Client during the Term which consists of:

(a) non-language sounds such as breaths or grunts; or

(b) exclamations or other short expressions containing language which Replica Media elects to categorize as "Breaths And Efforts";

"Client Code" has the meaning in clause in clause 4.1;

“Client Input Content” has the meaning in clause in clause 4.1;

"Client Text" has the meaning in clause in clause 4.1;

"Client Voice Recordings" has the meaning in clause in clause 4.1;

"Content" means all of the material (including all text, graphics, and logos) made available on the Service;

“Credit” means the digital currency which will be made available to the Client by Replica Studios and used for implementing the functionality in the Service;

"Custom Voice" means a synthesised voice other than a Standard Voice (for example a custom voice which is created by Replica Studios at the Client's request, or the voice of a specific actor);

“Project” means the body of work with dedicated team completing work for a single title or product ;

“Objectionable Content” means content referred to in sub-clauses 4.1(a) to 4.1(h) inclusive;

"Service" means the voice synthesis service, using AI technology, provided by Replica Studios;

"Standard Voices" means the standard AI voices that Replica Studios makes available to all users of the Service from time to time; and

"Synthesized Audio" means synthesized voice recordings of the Client Input Content which the Client uploads to the Service for conversion.

2. Use of the Service by Client

2.1 Replica Studios grants the Client a licence, to use the Service during the active paid subscription period, in respect of the Project, up to the amount of usage which the number of Included Credits detailed in the subscription outline allows. The manner in which usage of the Service consumes Credits is set out in Credits terms listed at https://www.replicastudios.com/credit-terms. The rate at which Credits are consumed depends on whether the Client chooses to use the “Classic” or the “Vox-1” voice synthesis model on the Service (both of which will be available for the Client to use).

2.2 If the Client uses up the number of Included Credits specified in the subscription plan, the Client may purchase additional Credits for use during the active subscription term, by paying Replica Studios the credit top up amount detailed in the subscription page.

2.3 The licence in this clause 2 is granted on the basis that the Project is a single body of work with its own name, budget and dedicated team. The Client warrants that the Project complies with this requirement and acknowledges that this Agreement does not permit the Client to use the Service in respect of any other projects or purposes, other than the Project.

3. Payment

3.1 The Client will pay Replica Studios the subscription fee by invoice or credit card in order to access the service. In return for that subscription fee, the Client will be entitled to the number of Included Credits specified in the subscription tier.

3.2 If the Client uses all its Included Credits, it may to purchase additional Credits by paying the top up fee. Such payments must be made in advance, and upon such payment the relevant additional Credits will be made available to the Client.

4. Use of the Service

4.1 The Service can create Synthesized Audio via text-to-speech, speech-to-speech and code-to-speech. The Client can choose to submit the words to be spoken in the Synthesized Audio either by submitting written text (“Client Text”), recordings of a voice speaking the words (“Client Voice Recordings”) or code (“Client Code”). Client Text, Client Voice Recordings and Client Code are referred to in this Agreement as “Client Input Content”.

4.2 If the Client chooses to submit Client Voice Recordings, it must only supply recordings of the voice of a person if that person has granted the Client permission to record their voice and supply it to Replica Studios for use in accordance with this Agreement.

4.3 The Client may choose the voice for the Synthesised Audio from the Standard Voices. Not all Standard Voices will necessarily be available for use at all times during the Term. Custom Voices will not be available for Synthesised Audio unless the Client and Replica Studios negotiate and enter into a separate agreement under which Custom Voices are provided for the Client’s use.

4.4 The Client must only upload Client Input Content in respect of which it holds all necessary rights, and not any material, the use of which would infringe the rights of any third party. The Client must not use the Service to convert any content that:

(a) is unlawful, criminal, defamatory, harmful, libellous, contemptuous, obscene, pornographic, hateful, indecent or racially, culturally or ethnically or otherwise objectionable;

(b) violates or infringes the rights (including rights of privacy, publicity, copyrights, trade mark rights and contract rights) of any other person or party or infringes any law;

(c) promotes, incites or instructs in criminal activity or violence, or in conduct that may give rise to civil liability;

(d) advocates the doing of a terrorist act;

(e) contains gratuitous, exploitative or offensive descriptions of violence, or which provides explicit or graphic descriptions of sexual acts or fetishes;

(f) contains or promotes information that the Client knows is false, misleading or deceptive;

(g) is for the purpose of advertising any illegal services or the sale of any items which are prohibited or restricted by any law; or

(h) constitutes or promotes copyright infringement.

5. Grant of rights

5.1 The Client grants to Replica Studios during the active subscription period the right to apply the Service to the Client Input Content that the Client submits, and to create Synthesized Audio from it.

5.2 Replica Studios assigns to the Client, throughout the universe in perpetuity, the copyright in the Synthesized Audio created during the active subscription period. However, the Client’s use of the Synthesized Audio will be subject to the terms set out in this Agreement, including the restrictions in clause 5.4.

5.3 The Client grants Replica Studios a perpetual, worldwide, royalty-free right to store and use the Client Input Content and the Synthesized Audio:

(a) for Replica Studios’ own internal research and development purposes;

(b) for Replica Studios’ own internal purposes in improving the Service and its other products and services; and

5.4 The Client must not use Synthesized Audio:

(a) in connection with any Objectionable Content;

(b) for the purpose of impersonating any person;

(c) in connection with any misleading, fraudulent, criminal or unlawful activity, or activity which would infringe the rights of any third party; or

(d) in connection with any activity that would constitute sexual, racial or other discrimination.

5.5 Subject to clause 5.6, after the expiry of or termination of the active subscription the Client will not be entitled to create any further Synthesized Audio using the Service.

5.6 After the expiry of the active subscription, the Client will be entitled to use any Breaths And Efforts created during the Term, in perpetuity, for any purpose, including commercial purposes, subject to the terms set out in this Agreement, including the restrictions in clause 5.4.

5.7 Replica Studios will not make the Client Input Content available to any user of the Service other than the Client, except with the Client's prior approval.

6. Warranties

6.1 The Client warrants that:

(a) it owns or control all rights in the Client Input Content it provides to the Service which are necessary for it to be converted into Synthesized Audio and for the Synthesized Audio to be used by Replica Studios, and by the Client, in accordance with this Agreement;

(b) that the provision of the Service in relation to the Client Input Content, and use by Replica Studios and the Client of the Synthesized Audio in accordance with this Agreement will not infringe the copyright or other rights of any third party, or any law; and

(c) any Client Input Content submitted by the Client will not infringe the copyright or other rights of any third party, and will not contain any Objectionable Content.

6.2 Replica Studios warrants that:

(a) The Service will function substantially as described in the documentation Replica Studios makes available in relation to it;

(b) Replica Studios will not materially decrease the functionality or operability of the Service during the active subscription;

(c) The Service and all elements contained in it are original to and/or fully licensed by Replica, and do not infringe on any third-party intellectual property rights or other proprietary rights;

(d) Replica Studios will not deliberately introduce any bugs, viruses, Trojan horses, worms, or undocumented disabling devices into the software of the Service;

(e) Replica Studios will use reasonable commercial endeavours to resolve any technical issues with the Service, which result in any unavailability or lack of full functionality of the Service, within 48 hours (unless the nature of the relevant issue means it is not reasonably practicable to resolve it within 48 hours, in which case Replica Studios will endeavour to resolve it as soon as reasonably practicable);

(f) Replica Studios will not employ any cookies, action tags, or any similar current or future technology, to obtain, track, monitor, implement any form of profiling, or assess information obtained from the Client's use of the Service except:

(i) to enable the Client's use of the Service;

(ii) for Replica Studios’ own internal research and development purposes;

(iii) for Replica Studios’ own internal purposes in improving the Service and its other products and services; and

(iv) to monitor compliance with this Agreement.

6.3 Replica will use reasonable endeavours to achieve the best possible fidelity for Synthesized Audio, but does not guarantee that any particular level of fidelity will be achieved.

7. Client account

7.1 To use the Service the Client must register an account. When registering an account, the Client agrees to:

(a) provide true, accurate, current, and complete information;

(b) maintain and update this information to keep it true, accurate, current, and complete;

(d) not transfer or share the Client's account with any third party; and

(e) immediately notify Replica Studios of any suspected or actual unauthorized use of the Client's account or breach of security. The Client is solely responsible for all activities that occur under the Client's account, whether or not the Client authorized the activity, and Replica Studios is not liable for any loss or damage to the Client or any third party arising from the Client's failure to comply with any of the foregoing obligations.

8. Support

8.1 Replica Studios will provide a support service which will be available from 8am to 5pm Monday to Friday, Australian Eastern Standard Time. Replica Studios will use reasonable commercial endeavours to ensure that requests for assistance to the support service are responded to within 48 hours.

9. Indemnity

9.1 The Client indemnifies Replica Studios from and against all actions, suits, claims, demands, losses, liabilities, damages, costs and expenses which may be made or brought against or suffered or incurred by Replica Studios as a result of any breach by the Client of the Client's obligations or warranties in this Agreement, or from any claim that Replica Studios’ use of any Client Input Content, or other material provided by the Client to Replica Studios, infringes the rights of any third party.

10. Intellectual Property Rights

10.1 Unless otherwise indicated on the Service, Replica Studios owns or licenses from third parties all rights, title and interest (including copyright, designs, patents, trademarks and other intellectual property rights) in the Service and the Content.

10.2 The Client's use of the Service and use of and access to any Content does not grant or transfer any rights, title or interest to the Client in relation to the Service or the Content. However, Replica Studios grants the Client the right to access the Service and the Content during the Term on the terms and conditions set out in this Agreement.

10.3 Any reproduction or redistribution of the Service or the Content by the Client, except as expressly permitted under this Agreement, is prohibited.

10.4 The Client agrees that Replica Studios may include the Client’s name and logo in the list of “current users” on Replica Studios’ website as well as in marketing material and investor communications.

11. Prohibited Activities

11.1 The Client must not:

(a) use the Service in a manner inconsistent with any applicable laws, statutes, and regulations;

(b) use the Service in connection with any criminal or tortious activity or the infringement of intellectual property rights;

(d) reverse engineer, decompile, disassemble, or attempt to obtain the source code of, the Service;

(e) delete, circumvent or alter any legal notices, rights management information or technological protection measures within the Service;

(f) engage in any malicious activity in connection with the Service, or any activity which may overload or harm Replica Studios’ servers or other infrastructure;

(g) engage in data harvesting or any similar activity in connection with the Service;

(i) interfere with the use of the Service by others, including but not limited to interfering with the computer systems which support the Service, overloading the Service, engaging in a denial-of-service attack, or attempting to disable a host;

(j) use the Service or its output to create, train or modify any product or service which is similar to or competitive with the Service, and/or which is an artificial intelligence product or service; or

(k) permit, encourage or assist any other person to do any of the above.

11.2 Replica Studios may suspend or terminate the Client's use of the Service if:

(a) Replica Studios reasonably believes that the Client has engaged in any activity which is prohibited under this Agreement, or has breached this Agreement;

(b) the Client does not co-operate with any reasonable investigation by Replica Studios of any suspected breach of this Agreement; or

11.3 The Client must co-operate with Replica Studios in relation to any reasonable investigation by Replica Studios of technical problems or security problems in connection with the Service, or any suspected breach of this Agreement.

12. Limitation of liability

12.1 To the maximum extent permitted by law, Replica Studios does not make any warranties in respect of the Service, except as set out in this Agreement.

12.2 To the maximum extent permitted by law, including the Australian Consumer Law, in no event shall Replica Studios be liable for any indirect loss, damage or expense, loss of profits, loss of revenue, loss of data, loss of or damage to reputation, loss of or damage to goodwill, loss of business opportunities (including opportunities to enter into or complete arrangements with third parties), loss of management time, damage to credit rating, loss of business, or any other loss not arising naturally from the relevant breach, irrespective of the manner in which it occurs, which may be suffered by the Client in connection with the Service or this Agreement.

12.3 To the maximum extent permitted under the Australian Consumer Law, Replica Studios’ liability for breach of a consumer guarantee in the Australian Consumer Law in connection with the Service or this Agreement, if such consumer guarantee applies at law, is limited to any one or more of the following, at Replica Studios’ election:

(a) the supplying of the relevant services again; or

(b) the payment of the cost of having the relevant services supplied again.

12.4 To the extent permitted by law, Replica Studios’ total liability to the Client in connection with the Service and/or this Agreement is limited to the amount of fees paid by the Client to Replica Studios under this Agreement.

13. Termination

13.1 Either party may terminate this Agreement at the end of any billing cycle or by giving written notice to the other, if that other party:

(a) breaches any material term of this Agreement and, having been given 30 days notice requiring the party to rectify the breach, fails to do so; or

(b) enters into liquidation or any form of insolvency administration.

14. Force majeure

14.1 Neither party will be in breach of this agreement if it is prevented from fulfilling any of its obligations under this Agreement due to a Force Majeure Event (as defined in clause 14.2). If such a Force Majeure Event continues for more than 90 days, either party may terminate this Agreement.

14.2 A "Force Majeure Event" means an event outside the reasonable control of either party, including any act or regulation of public authority, fire, riot or civil commotion, strike or other labour dispute, actual or threatened terrorist act, war, disease, epidemic, pandemic, substantial interruption or delay in, or failure of, technical facilities or transportation services, war, emergency, natural disaster, or any other similar occurrence.

15. General

15.1 This Agreement supersedes all prior agreements, representations (whether oral or written), and understandings between the parties and constitutes the entire agreement between the Client and Replica Studios relating to the use of the Service and the other matters dealt with in this Agreement.

15.2 To the extent of any inconsistency between this Agreement and Replica Studios’ standard Terms of Use for the Service, the terms of this Agreement will prevail as between the Client and Replica Studios.

15.3 The Client may not assign or transfer any rights under this Agreement to any third party without Replica Studios’ prior written consent.

15.4 This Agreement may be executed by accepting electronically and activating a paid subscription via the self onboarding service.

15.5 The parties enter this Agreement as independent contractors and not as employer and employee, principal and agent, partners or joint venturers, or in any other capacity.

15.6 Any provision of this Agreement which is or becomes unenforceable in any jurisdiction will be ineffective without invalidating any other provision of this Agreement, and such unenforceability will not invalidate that provision in any other jurisdiction.

15.7 The warranties and indemnities contained in this Agreement are continuing obligations and will survive the termination of this Agreement.

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15.8 This Agreement is governed by the law of Queensland and the parties submit to the exclusive jurisdiction of the courts exercising jurisdiction in Queensland.