Act Write Here — Terms & Conditions of Service

1. Acceptance of Terms.

By accessing, browsing, registering for, or otherwise using the Platform, User acknowledges that User has read, understood, and agrees to be legally bound by these Terms and all policies incorporated herein by reference, including the Privacy Policy. By accepting these Terms, User represents and warrants that User has the legal capacity and authority to enter into this agreement, and, if accepting on behalf of an entity, that User has the authority to bind such entity. Where the Platform presents a click-through, check-box, or similar mechanism requiring User to indicate "I Agree," "I Accept," or equivalent language, User’s affirmative click or action constitutes User’s electronic signature and acceptance of these Terms under applicable electronic signature laws. AWH reserves the right to modify, amend, update, or revise these Terms at any time in AWH’s sole discretion. For material changes, including changes to pricing, arbitration provisions, limitation of liability, or intellectual property terms, AWH will provide at least thirty (30) days’ advance notice via email, platform notification, or prominent posting on the Platform before such changes become effective. Non-material changes become effective upon posting. User is responsible for reviewing these Terms periodically. User’s continued use of the Platform following the effective date of any update constitutes User’s acceptance of the revised Terms. If User does not agree to the revised Terms, User must discontinue use of the Platform before the effective date of such changes.

2. Eligibility.

User must be at least eighteen (18) years old or the age of majority in User’s jurisdiction, whichever is higher, to use the Platform. By accessing or using the Platform, User represents and warrants that: (a) User meets these eligibility requirements; (b) User has not been previously terminated, suspended, or banned from the Platform; (c) User is not creating an account on behalf of a previously terminated, suspended, or banned User; and (d) User is not accessing or using the Platform through automated tools, bots, scripts, agents, or similar means without the express prior written authorization of AWH. If User is using the Platform on behalf of a company, production entity, or other organization, User represents and warrants that User has authority to bind such entity to these Terms.

3. Platform Usage.

AWH is a creator-first screenplay development, collaboration, networking, and educational platform intended to support writers, actors, creatives, filmmakers, and entertainment industry professionals. AWH is designed to facilitate creative development, collaboration, feedback, and educational experiences between Users.

4. No Guarantee of Results.

AWH does not guarantee matches, casting opportunities, representation, employment, financing, development opportunities, production, publication, compensation, collaboration opportunities, audience growth, professional advancement, or commercial success. Unless expressly stated otherwise, AWH does not verify identities, credentials, experience, qualifications, affiliations, credits, guild status, representation status, employment status, or professional background of Users.

5. User Accounts.

User may be required to create an account to access certain features of the Platform. User agrees to: (a) provide accurate and current information; (b) maintain the confidentiality of User’s login credentials; (c) promptly update account information as necessary; (d) promptly notify AWH of any unauthorized access to or use of User’s account; and (e) accept responsibility for all activity occurring under User’s account. User may not: (a) share accounts; (b) impersonate another person; (c) create fraudulent accounts; or (d) transfer, sell, resell, trade, or otherwise commercialize User’s account without AWH’s prior written consent. AWH may suspend or terminate accounts in AWH’s discretion, including for suspected fraud, abuse, scraping, AI misuse, intellectual property infringement, or violation of these Terms. AWH may require identity verification, including government-issued identification where appropriate, at any time as a condition of continued access. AWH reserves the right to reclaim, reassign, or deactivate usernames that are inactive, misleading, or that violate any applicable policy.

6. Intellectual Property Ownership.

7. AI Policy.

AWH is committed to protecting writers, actors, creators, and creative ownership against unauthorized artificial intelligence, machine learning, scraping, synthetic media, and automated exploitation. Subject to these Terms and unless AWH expressly discloses otherwise and obtains any required consent, AWH does not claim ownership over User Content; does not train proprietary generative AI models using User Content; does not sell, license, or provide User Content for AI training purposes; does not authorize third-party scraping, harvesting, extraction, data mining, ingestion, or use of User Content for artificial intelligence, machine learning, large language model, synthetic media, or automated content-generation purposes; and does not permit User Content to be used to create substitute, derivative, or competing AI-generated creative works, performances, voices, likenesses, profiles, scripts, characters, or other outputs except as expressly authorized by the applicable rights holder.

User may not scrape, harvest, crawl, data mine, copy, export, reproduce, download, compile, ingest, upload, input, transmit, or otherwise use the Platform, User Content, Platform data, metadata, matching outputs, ratings, recommendations, comments, feedback, profiles, scripts, recordings, performances, voices, likenesses, or other materials available through the Platform to train, fine-tune, prompt, test, validate, benchmark, seed, improve, develop, or support any artificial intelligence, machine learning, neural network, generative AI, synthetic media, voice-cloning, digital replica, automated content-generation, or similar system without the express prior written consent of AWH and each applicable rights holder. User may not use the Platform or any User Content to plagiarize, imitate, substitute for, exploit, reverse engineer, or create derivative works from the creative expression, writing style, characters, concepts, voices, likenesses, performances, or other protected elements of another user.

Without limiting the foregoing, User may not: (a) create, train, prompt, or generate synthetic actor performances based on any user’s likeness, voice, image, performance, style, characterization, biography, profile, or other identifying attributes; (b) clone, replicate, simulate, synthesize, or generate any user’s voice, face, image, persona, performance, or digital replica; (c) use scripts, screenplays, treatments, outlines, pitch materials, table reads, recordings, notes, feedback, comments, or other User Content to train, prompt, generate, rewrite, adapt, summarize, or produce AI-generated creative material without authorization from the applicable rights holder; (d) upload, input, submit, or expose another user’s User Content to any artificial intelligence, machine learning, generative AI, automated content-generation, or similar system; (e) use AI tools to evade authorship, credit, consent, compensation, guild, union, or other legal obligations; or (f) use AI-generated materials in a manner that falsely suggests that any user authored, approved, performed, endorsed, or participated in such materials.

AWH may use automated tools, technical systems, metadata, analytics, moderation tools, security tools, or other technology to operate, secure, maintain, improve, and protect the Platform, detect abuse, prevent fraud, enforce these Terms, and identify unauthorized scraping, AI misuse, intellectual property misuse, or prohibited conduct; provided that such operational uses do not transfer ownership of User Content to AWH and do not authorize AWH to sell User Content for third-party AI training. If AWH offers any AI-assisted features, use of such features may be subject to additional disclosures, consents, settings, restrictions, or supplemental terms presented to User in connection with such features.

Any unauthorized scraping, harvesting, extraction, ingestion, uploading, prompting, training, fine-tuning, benchmarking, synthetic media generation, voice cloning, digital replica creation, or AI-related use of the Platform or User Content is strictly prohibited and may violate intellectual property, privacy, publicity, labor, guild, union, contract, unfair competition, and other applicable laws. AWH reserves the right to investigate, suspend or terminate accounts, remove or disable access to content, preserve evidence, cooperate with affected rights holders, and pursue any legal or equitable remedies available in connection with unauthorized AI usage, scraping, data misuse, synthetic media misuse, or intellectual property misuse, including damages and injunctive relief.

8. User Interactions and Assumption of Risk.

User is solely responsible for User’s interactions, communications, collaborations, submissions, exchanges, meetings, table reads, recordings, transactions, disputes, and other dealings with other users, whether occurring on the Platform, through Platform-facilitated introductions or communications, or off the Platform. AWH does not control and is not responsible for the acts, omissions, statements, representations, promises, offers, materials, projects, opportunities, conduct, communications, or content of any user or third party. AWH does not verify the identity, qualifications, credentials, professional status, guild status, union status, employment status, representation status, authority, rights, ownership, funding, legality, authenticity, or reliability of any User, project, opportunity, posting, communication, or User Content, except to the extent AWH expressly states otherwise in writing. Users are solely responsible for conducting their own diligence, obtaining appropriate agreements, releases, consents, permissions, and professional advice, and determining whether to communicate, collaborate, meet, share materials, participate in table reads, or otherwise engage with any other User. To the maximum extent permitted by law, AWH shall not be liable for any loss, damage, claim, dispute, injury, liability, cost, expense, or harm arising out of or relating to User interactions, User Content, User communications, User disputes, off-Platform activity, or any relationship, agreement, transaction, collaboration, opportunity, or arrangement between users. Nothing in these Terms shall be construed to limit any immunity or protection available to AWH under Section 230 of the Communications Decency Act, 47 U.S.C. § 230, or any other applicable law.

9. Submission Release.

User acknowledges and agrees that AWH operates in the entertainment, media, writing, acting, development, collaboration, and creative-services industries, in which AWH, its Users, affiliates, service providers, partners, contractors, representatives, and third parties may independently create, receive, review, host, discuss, develop, produce, finance, package, submit, consider, acquire, license, exploit, or otherwise encounter materials, projects, ideas, themes, formats, stories, characters, concepts, settings, titles, loglines, structures, relationships, dialogue, scenes, genres, premises, and other creative elements that may be identical or similar to User Content. User acknowledges that similarities between User Content and other materials or projects may arise from independent creation, coincidence, common sources, public-domain material, industry trends, genre conventions, scènes à faire, prior exposure, third-party submissions, or AWH’s or another party’s pre-existing or independently developed materials. User further acknowledges that AWH does not accept User Content in confidence, does not owe User any fiduciary, confidential, agency, management, representation, partnership, joint venture, employment, advisory, submission-review, development, procurement, or special relationship duty by virtue of User’s use of the Platform, and does not guarantee confidentiality of User Content as between User and AWH unless expressly agreed in a separate written agreement signed by AWH. To the maximum extent permitted by law, User irrevocably waives and releases any claim against AWH and its affiliates, officers, directors, employees, contractors, representatives, service providers, licensors, successors, and assigns based upon or arising from any alleged similarity between User Content and any materials or projects created, received, reviewed, hosted, discussed, developed, produced, financed, packaged, submitted, considered, acquired, licensed, exploited, or otherwise facilitated by AWH, including any claim for implied-in-fact contract, implied-in-law contract, idea submission, breach of confidence, misappropriation, unjust enrichment, unfair competition, conversion, quantum meruit, fiduciary duty, accounting, compensation, credit, ownership, participation, or other right or remedy based solely on such similarity, except to the extent arising from AWH’s express breach of a separate written agreement signed by AWH. No compensation, credit, ownership interest, approval right, consultation right, participation, accounting, attribution, or other obligation shall be owed by AWH solely because any other material or project contains ideas, themes, formats, stories, characters, concepts, or other elements similar to User Content. This Section does not transfer ownership of User Content to AWH and does not limit any claim User may have directly against another User for actual unauthorized copying or misappropriation of User Content. User is solely responsible for securing copyright registration and any other protection User deems appropriate for User Content. Nothing in this Section limits any express written agreement separately entered into by the applicable parties.

10. Confidentiality.

User acknowledges that scripts, screenplays, treatments, outlines, pitches, and other creative materials shared on the Platform may contain confidential, proprietary, or trade secret information. User agrees not to reproduce, distribute, post, publish, upload, forward, exploit, or disclose another user’s User Content except as expressly authorized by the applicable rights holder or as permitted by the Platform’s designated sharing, collaboration, or access-control features. User shall use reasonable care to protect other users’ confidential User Content. This confidentiality obligation survives termination or expiration of a User’s account and remains in effect for so long as the applicable materials remain confidential. Users acknowledge that any breach of this section may cause irreparable harm for which monetary damages would be inadequate, and that the affected rights holder, AWH, or both, as applicable, shall be entitled to seek injunctive or equitable relief as set forth in Section 11 (Equitable Relief) in addition to any other available remedies. While AWH cannot guarantee confidentiality of materials transmitted over the internet or shared through the Platform, User remains contractually bound by these confidentiality obligations, and any breach may result in account termination and legal liability. Nothing herein obligates AWH to independently police, monitor, or enforce confidentiality between Users. Nothing in this Section restricts disclosures required by law, court order, or governmental request, provided the disclosing party uses commercially reasonable efforts to provide prompt notice to the affected rights holder (to the extent legally permitted) so that such rights holder may seek a protective order or other appropriate remedy.

11. Equitable Relief.

User acknowledges that violations involving confidentiality, AI restrictions, scraping, unauthorized recordings, misuse of User Content, misuse of AWH IP, or intellectual property violations may cause irreparable harm for which monetary damages would be inadequate. AWH shall be entitled to seek injunctive, equitable, or other extraordinary relief in addition to monetary damages, without the necessity of proving actual damages or posting a bond or other security.

12. Prohibited Conduct.

User agrees not to: (a) violate any law or regulation; (b) infringe intellectual property rights; (c) upload malicious code, viruses, malware, or harmful code; (d) scrape, harvest, extract, crawl, or data mine content, data, or personal information from the Platform; (e) use bots or automated systems without authorization; (f) engage in plagiarism; (g) harass, threaten, stalk, or abuse others, or post discriminatory, hateful, threatening, or abusive content; (h) post defamatory, fraudulent, obscene, or unlawful material; (i) impersonate another person or misrepresent identity, including impersonating industry professionals; (j) circumvent security measures, paywalls, content access restrictions, permissions settings, or visibility controls; (k) interfere with operation of the Platform; (l) use the Platform for unauthorized commercial solicitation; (m) use User Content to train, fine-tune, prompt, test, or develop AI systems without authorization; (n) reproduce, download, copy, extract, or exploit User Content without authorization, including redistribution outside the Platform; (o) use the Platform to collect, harvest, or compile personal information of other users for marketing, solicitation, recruitment, or any other purpose not expressly authorized by these Terms; (p) upload or distribute stolen materials; (q) manipulate rankings, visibility, engagement, or feedback systems, or create fake reviews, ratings, endorsements, or feedback; (r) create fake or fraudulent accounts; (s) use the Platform for unlawful securities offerings, investment solicitations, fundraising, or financial promotions; (t) create derivative works from another User’s User Content without the express written permission of the applicable rights holder; (u) record table reads, performances, or other Platform activities without the authorization of all participants; (v) misrepresent union status, guild membership, professional credits, professional experience, ownership, authorship, rights, permissions, or authority to upload User Content; (w) upload content that violates any person’s rights of publicity, personality rights, or moral rights; (x) use the Platform to offer or request paid employment, auditions, representation, or talent procurement services in violation of applicable law; or (y) use another User’s name, likeness, voice, image, profile, or performance without authorization. AWH reserves the right to remove content and suspend or terminate accounts at AWH’s discretion.

13. No Competitive Use.

User shall not use the Platform, User Content, metadata, matching outputs, ratings, analytics, recommendations, user data, or Platform functionality to develop, train, support, benchmark, improve, or operate a competing service.

14. No Circumvention.

User shall not circumvent, bypass, or attempt to circumvent or bypass the Platform’s intended processes, fees, matching systems, communication channels, or access controls, including by soliciting or conducting transactions with other users outside the Platform to avoid Platform fees or processes. User shall not use the Platform to identify, harvest, extract, or compile User information for purposes of bypassing the Platform, soliciting users outside the Platform, avoiding Platform fees, or building competing services.

15. Investigation Rights.

AWH may investigate suspected violations of these Terms. Users agree to cooperate with reasonable investigations conducted by AWH. AWH may disclose information where reasonably necessary to investigate violations or protect the Platform. AWH may, but has no obligation to, review, monitor, screen, investigate, remove, edit, disable, restrict access to, or refuse any User Content. Failure to review or remove content shall not create liability or responsibility for such content.

16. Collaborations.

User engaging in collaborations through the Platform is solely responsible for all aspects of such collaborations, including, without limitation, (a) ownership allocations; (b) credit; (c) compensation; (d) guild compliance; (e) chain of title; (f) releases; and (g) contractual arrangements. AWH is not responsible for disputes between Users, including disputes relating to chain of title, collaboration agreements, credit allocations, profit participation, ownership allocations, compensation, or any other matter arising from User collaborations. AWH is not responsible for negotiating, documenting, enforcing, or interpreting collaboration agreements between Users. AWH is not responsible for chain of title, option rights, shopping rights, attachment rights, producer credits, writing credits, ownership allocations, copyright registrations, or underlying rights disputes. AWH has no obligation to mediate, resolve, investigate, adjudicate, or participate in disputes between Users. Users assume all risk associated with collaborations conducted through or facilitated by the Platform and are strongly encouraged to secure separate written agreements governing ownership, credit, compensation, and other terms independently of the Platform. User hereby releases AWH and its affiliates, officers, directors, employees, contractors, agents, licensors, service providers, successors, and assigns from any and all claims, demands, damages, liabilities, losses, costs, and expenses of every kind arising out of or relating to disputes, interactions, collaborations, communications, agreements, transactions, or dealings between users.

17. No Employment Relationship.

Use of the Platform does not create employment, agency, management, representation, partnership, joint venture, fiduciary, guild, union, contractor, or similar relationship between AWH and any User.

18. Professional Opportunity Disclaimer.

Any opportunity, posting, collaboration request, project listing, table read invitation, review, recommendation, profile, rating, or matching result is provided for informational purposes only. AWH does not verify the legitimacy, funding, viability, quality, legality, authenticity, or suitability of any opportunity, posting, collaboration request, project listing, table read invitation, review, recommendation, profile, rating, or matching result.

19. Payments and Subscriptions.

Certain portions of the Platform may require payment. Payments are processed through third-party payment processors; AWH is not responsible for errors, failures, or delays caused by such processors. By purchasing a subscription or other paid feature, User authorizes AWH and its payment processors to charge User’s designated payment method on a recurring basis in accordance with the applicable billing cycle. User agrees to pay all applicable fees and taxes, including sales, use, value-added, withholding, and other taxes or governmental charges imposed in connection with User’s use of the Platform. Fees may differ by geography, institution, promotion, or account type. AWH may retry failed or declined payment methods and may suspend or restrict access to paid features for accounts with unpaid or delinquent balances.

20. DMCA / Copyright Policy.

AWH respects intellectual property rights. If User believes content on the Platform infringes User’s copyright, the notice must be sent to AWH’s designated DMCA agent and must contain: (a) identification of the copyrighted work; (b) identification of the allegedly infringing material; (c) User’s contact information; (d) a statement of good faith belief; (e) a statement under penalty of perjury; and (f) User’s physical or electronic signature. AWH may request additional information before processing incomplete notices. AWH reserves the right to remove allegedly infringing material and terminate repeat infringers.

21. Third-Party Services.

The Platform may contain links to or integrations with third-party websites, tools, payment processors, or services, including, without limitation, social login providers (for example, Google, Facebook, Apple), AI integrations, payment processors (for example, Stripe, PayPal), video conferencing services (for example, Zoom), and cloud storage providers. AWH does not control and is not responsible for third-party services. User’s use of third-party services is at User’s own risk and subject to their terms and policies. AWH is not responsible for any loss or damage arising from use of third-party services.

22. Ratings, Reviews, and Matching Outputs.

Ratings, reviews, comments, feedback, evaluations, recommendations, and matching results are subjective opinions only. AWH makes no representation regarding their accuracy, reliability, completeness, fairness, or usefulness.

23. Disclaimers.

THE PLATFORM AND ALL SERVICES, FEATURES, TOOLS, CONTENT, USER CONTENT, MATCHING FUNCTIONS, TABLE READ FUNCTIONS, RATINGS, REVIEWS, RECOMMENDATIONS, COMMUNICATIONS, COLLABORATION TOOLS, AND RELATED PLATFORM MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, AWH DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, AVAILABILITY, RELIABILITY, SECURITY, PERFORMANCE, CONTINUITY, ERROR-FREE OPERATION, VIRUS-FREE OPERATION, OR THAT THE PLATFORM WILL MEET USER’S REQUIREMENTS OR EXPECTATIONS.

AWH DOES NOT GUARANTEE ANY MATCH, INTRODUCTION, TABLE READ, CASTING OPPORTUNITY, AUDITION, EMPLOYMENT, REPRESENTATION, FINANCING, DEVELOPMENT OPPORTUNITY, PRODUCTION, PUBLICATION, DISTRIBUTION, COMPENSATION, CREDIT, FEEDBACK QUALITY, COLLABORATION OPPORTUNITY, PROFESSIONAL ADVANCEMENT, EXPOSURE, AUDIENCE GROWTH, COMMERCIAL SUCCESS, OR OTHER PROFESSIONAL, CREATIVE, BUSINESS, OR FINANCIAL OUTCOME. USER’S USE OF THE PLATFORM, PARTICIPATION IN TABLE READS, SHARING OF USER CONTENT, RELIANCE ON FEEDBACK, COMMUNICATION WITH OTHER USERS, AND PARTICIPATION IN ANY COLLABORATION, PROJECT, OPPORTUNITY, OR INTERACTION IS AT USER’S SOLE RISK.

WITHOUT LIMITING THE FOREGOING, AWH EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR, AND MAKES NO WARRANTY OR REPRESENTATION REGARDING: (A) THE ACCURACY, LEGALITY, ORIGINALITY, OWNERSHIP, AUTHORSHIP, QUALITY, SAFETY, SUITABILITY, OR RELIABILITY OF USER CONTENT; (B) AUTHORSHIP DISPUTES, OWNERSHIP DISPUTES, CREDIT DISPUTES, CHAIN-OF-TITLE DISPUTES, OPTION RIGHTS, SHOPPING RIGHTS, ATTACHMENT RIGHTS, PRODUCER CREDITS, WRITING CREDITS, PROFIT PARTICIPATION, COMPENSATION, OR OTHER RIGHTS DISPUTES; (C) THE LEGAL VALIDITY, REGISTRABILITY, COPYRIGHTABILITY, PROTECTABILITY, CLEARANCE, OR ENFORCEABILITY OF ANY SCRIPT, TREATMENT, OUTLINE, PITCH, RECORDING, PERFORMANCE, FEEDBACK, OR OTHER CREATIVE MATERIAL; (D) UNION, GUILD, LABOR, EMPLOYMENT, TAX, PAYROLL, RESIDUAL, REUSE, OR COLLECTIVE BARGAINING COMPLIANCE; (E) THE LEGITIMACY, FUNDING, VIABILITY, QUALITY, AUTHENTICITY, AUTHORITY, OR LEGALITY OF ANY USER, PROJECT, POSTING, OPPORTUNITY, INVITATION, PROFILE, REVIEW, RATING, RECOMMENDATION, OR MATCHING RESULT; (F) THE CONDUCT, ACTS, OMISSIONS, STATEMENTS, PROMISES, REPRESENTATIONS, OR COMMUNICATIONS OF ANY USER OR THIRD PARTY; (G) ANY ON-PLATFORM OR OFF-PLATFORM COMMUNICATION, AGREEMENT, TRANSACTION, COLLABORATION, DISPUTE, OR RELATIONSHIP BETWEEN USERS; (H) ANY UNAUTHORIZED ACCESS TO, COPYING, DOWNLOADING, SCREENSHOTTING, RECORDING, DISCLOSURE, MISUSE, LOSS, CORRUPTION, DELETION, OR ALTERATION OF USER CONTENT; OR (I) ANY SCRAPING, AI MISUSE, SYNTHETIC MEDIA MISUSE, DATA MISUSE, INTELLECTUAL PROPERTY MISUSE, OR UNAUTHORIZED USE OF USER CONTENT BY ANY USER OR THIRD PARTY.

AWH DOES NOT UNDERTAKE TO REVIEW, VERIFY, SCREEN, MONITOR, ENDORSE, APPROVE, GUARANTEE, OR CONTROL USER CONTENT, USERS, PROJECTS, POSTINGS, OPPORTUNITIES, RATINGS, REVIEWS, RECOMMENDATIONS, MATCHING RESULTS, TABLE READS, COLLABORATIONS, OR COMMUNICATIONS. ANY REVIEW, MODERATION, INVESTIGATION, REMOVAL, RESTRICTION, OR OTHER ACTION TAKEN BY AWH IS UNDERTAKEN IN AWH’S DISCRETION AND SHALL NOT CREATE ANY DUTY, OBLIGATION, WARRANTY, REPRESENTATION, OR LIABILITY TO ANY USER. AWH DOES NOT GUARANTEE THAT ANY USER CONTENT WILL REMAIN AVAILABLE, ACCESSIBLE, SECURE, CONFIDENTIAL, UNALTERED, ERROR-FREE, OR PRESERVED, AND USER IS SOLELY RESPONSIBLE FOR MAINTAINING BACKUP COPIES OF USER CONTENT.

24. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AWH SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF CONTENT, UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, CYBER INCIDENTS, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL AWH’S AGGREGATE LIABILITY EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE AMOUNT PAID BY USER TO AWH DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS AND CAP APPLY SOLELY TO AWH’S LIABILITY AND SHALL NOT LIMIT USER’S LIABILITY TO AWH. WITHOUT LIMITATION, THE FOREGOING SHALL NOT LIMIT USER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 26 OR USER’S LIABILITY FOR BREACH OF SECTION 7 (AI POLICY), SECTION 10 (CONFIDENTIALITY), OR SECTION 12 (PROHIBITED CONDUCT). ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR SUCH CLAIM SHALL BE PERMANENTLY BARRED, EXCEPT WHERE A SHORTER LIMITATION PERIOD IS PROHIBITED BY APPLICABLE LAW.

25. Waiver of Claims; Waiver of California Civil Code Section 1542.

If User is a California resident, User expressly waives and relinquishes all rights and benefits under California Civil Code 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." User acknowledges that this waiver is an essential term of these Terms and applies to all claims released by User under these Terms, including claims released under the User Interactions and Assumption of Risk, Submission Release, Collaborations, and any other applicable release provisions.

26. Indemnification.

User agrees to indemnify, defend, and hold harmless AWH and its affiliates, officers, directors, employees, contractors, successors, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or relating to: (a) User Content; (b) User’s use of the Platform; (c) User’s violation of these Terms; (d) User’s infringement of third-party rights; (e) disputes with other Users; (f) AI misuse or unauthorized use of AI tools in connection with User Content or the Platform; (g) claims arising from violation of any person’s rights of publicity, personality rights, or likeness rights; (h) privacy claims; (i) claims by any union, guild, or labor organization arising from User’s use of the Platform; (j) employment or independent contractor misclassification claims; (k) collaboration disputes; or (l) ownership, authorship, or chain of title disputes. AWH will provide User with prompt written notice of any claim subject to indemnification; provided, however, that AWH’s failure to provide timely notice shall not relieve User of User’s indemnification obligations except to the extent User is actually and materially prejudiced by such delay. AWH reserves the right to assume the exclusive defense and control of any matter subject to indemnification, at User’s expense. User shall cooperate reasonably with AWH in the defense of any claim. User shall not settle any claim without AWH’s prior written consent. The indemnification obligations herein survive termination of User’s account, access to the Platform, or these Terms.

27. Termination.

AWH may suspend or terminate access to the Platform at any time, with or without cause, subject to applicable law. For paid accounts, AWH will use commercially reasonable efforts to provide at least thirty (30) days’ prior notice before termination without cause, during which period User may export or download User Content. In the event AWH terminates a paid account without cause, AWH will provide a prorated refund of any prepaid subscription fees attributable to the unused portion of the then-current billing period. Notwithstanding the foregoing, AWH may immediately suspend or terminate access without prior notice in the event of a material breach of these Terms, suspected fraud, illegal activity, or conduct that threatens the security or integrity of the Platform or other Users. AWH may remove, disable, or delete User Content in connection with any termination or suspension. AWH may preserve archival copies of User Content and retain information as reasonably necessary for legal compliance, dispute resolution, enforcement of agreements, and operational purposes. User Content licenses granted to AWH survive termination only to the extent necessary for backup, archival, legal compliance, and dispute resolution purposes. Upon termination: all rights granted to User under these Terms terminate; User’s access rights cease; and the following provisions survive termination: Intellectual Property Ownership (including User Content Ownership, AWH Limited License, Collaboration and Feedback, AWH IP Ownership, and Table Reads and Performance Rights), AI Policy, User Interactions and Assumption of Risk, Submission Release, Confidentiality, Equitable Relief, Prohibited Conduct, No Competitive Use, No Circumvention, Investigation Rights, Collaborations, No Employment Relationship, Professional Opportunity Disclaimer, Ratings, Reviews, and Matching Outputs, DMCA / Copyright Policy, Disclaimers, Limitation of Liability, Waiver of Claims, Indemnification, Termination, Governing Law and Arbitration, and General, together with any other provision that by its nature is intended to survive. User may stop using the Platform at any time.

28. Governing Law; Arbitration.

These Terms shall be governed by the laws of the State of California, without regard to conflict-of-law principles. Any dispute arising out of or relating to these Terms or the Platform shall be resolved through binding arbitration. Before initiating arbitration, the complaining party must send a written notice of dispute ("Dispute Notice") to the other party describing the nature and basis of the claim and the specific relief sought. Dispute Notices to AWH shall be sent to [email protected], and Dispute Notices to User shall be sent to the email address associated with the applicable account. The parties shall attempt to resolve the dispute informally for at least sixty (60) days from the date the Dispute Notice is received. If the dispute is not resolved within the informal resolution period, either party may initiate binding arbitration. Arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures then in effect (or, for disputes involving a consumer, the JAMS Consumer Arbitration Minimum Standards, to the extent applicable), in Los Angeles County, California. Payment of arbitration fees shall be governed by the JAMS Rules and applicable law. The arbitrator may award any individual relief available in court, but shall not have the authority to conduct class-wide proceedings. All claims shall be brought on an individual basis only. Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes within the jurisdictional limits of such court. User and AWH agree that: (a) arbitration shall occur solely on an individual basis; (b) class actions and class arbitrations are waived; (c) neither party shall act as a class representative; (d) discovery may be limited; (e) the arbitrator shall have exclusive authority regarding arbitrability. Notwithstanding the foregoing, AWH may seek injunctive or equitable relief in any court of competent jurisdiction relating to intellectual property, confidentiality, data misuse, scraping, or unauthorized platform access. The parties waive any right to jury trial and class action participation. All arbitration proceedings, filings, and awards shall be confidential except as required by law or as necessary to confirm, vacate, or enforce an arbitral award. Either party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction pending the appointment of an arbitrator, and any such relief shall not be deemed a waiver of the right to arbitrate. This arbitration agreement survives termination of these Terms.

29. Modifications.

AWH’s right to modify these Terms is governed by Section 1 above. Material changes shall become effective in accordance with the notice periods set forth in Section 1. Non-material changes shall become effective upon posting. Continued use of the Platform following the effective date of any revised Terms constitutes acceptance of such revised Terms.

30. General.

These Terms constitute the entire agreement between User and AWH regarding the Platform and supersede all prior agreements, understandings, and communications, whether written or oral. These Terms may not be modified except as set forth herein. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be enforced to the maximum extent permissible. AWH’s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of future enforcement of that or any other right or provision. Section headings are for convenience only and shall not affect interpretation of these Terms. AWH shall not be liable for any failure or delay in performance due to causes beyond AWH’s reasonable control, including, without limitation, acts of God, natural disasters, pandemics, war, terrorism, labor disputes, government actions, internet or telecommunications failures, or cyberattacks. All notices required or permitted under these Terms shall be in writing and shall be deemed given when delivered by email to the addresses associated with the applicable account (for notices to User) or to [email protected] (for notices to AWH). No third-party beneficiaries are intended under these Terms. User may not assign these Terms without AWH’s prior written consent. AWH may freely assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets. In the event of such assignment or transfer, AWH will provide notice to Users within thirty (30) days following the effective date of the assignment.