LEAPWAVE TERMS OF SERVICE

‍Effective Date: 01/03/2025

These Terms of Service ("Agreement") govern the access and use of the services provided by Leapwave Pte. Ltd. ("Leapwave", "we", "us" or "our") through our websites, applications, APIs, and associated services (collectively, the "Services"). By accessing or using the Services, you ("Customer" "you" or "your") agree to comply with and be bound by this Agreement.

1. Services and Access Rights

‍1.1 Scope of Services. Leapwave provides AI-powered multimodal content verification and deepfake detection services, including the analysis of video, audio, and text content to identify manipulated or synthetic media. Use cases include client onboarding, transaction authentication, internal fraud monitoring, and pre-publication verification.

1.2 Access Rights. Subject to your compliance with this Agreement, Leapwave grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services solely for your internal business operations during the Term.

1.3 Restrictions. Customer shall not, and shall not permit any third party to: (a) modify, copy, reverse engineer, decompile, disassemble, or attempt to discover the source code, algorithms, or trade secrets of the Services; (b) use the Services to build, train, or improve a competing detection or verification service; (c) sublicense, lease, resell, or distribute the Services without Leapwave's prior written consent; (d) use the Services to process content for which Customer lacks proper authorization, consent, or legal basis; (e) engage in bulk or automated processing that exceeds normal usage patterns without prior agreement; (f) use Service outputs to create training datasets for competing AI systems; (g) attempt to circumvent, disable, or interfere with security features or usage limitations; (h) use the Services to create adversarial examples designed to defeat content detection systems; (i) process content from sanctioned individuals, entities, or jurisdictions prohibited by applicable law; or (j) use the Services in any manner that violates applicable laws, regulations, or this Agreement.

1.4 Modifications. Leapwave may update the Services or modify features from time to time, with or without prior notice, provided such changes do not materially degrade the core functionality of the Services.

1.5 Usage Monitoring. (a) Fair Use. Customer's usage must remain within normal business parameters as determined by Leapwave's historical usage data and industry benchmarks. (b) Monitoring Rights. Leapwave may monitor usage patterns to ensure compliance with this Agreement and detect potential misuse. (c) Overage Fees. Usage exceeding 150% of Customer's historical monthly average may incur additional fees as specified in the Order Form. (d) Throttling. Leapwave may implement reasonable usage throttling to prevent system abuse or ensure fair access for all customers. (e) Suspension Rights. Leapwave may suspend Services immediately if usage patterns indicate potential misuse, security threats, or violation of this Agreement.
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2. Customer Obligations

‍2.1 Account Registration. You agree to provide accurate and complete information when registering for the Services and to keep your credentials secure. You are responsible for all activities occurring under your account.

2.2 Data Use. You represent that you have all necessary rights to provide Customer Data to Leapwave for processing in accordance with this Agreement. You shall not upload or transmit content that is illegal, harmful, or infringes third-party rights.

2.3 Compliance. You shall comply with all applicable laws, regulations, and industry standards in your use of the Services, including data protection and anti-fraud laws.

2.4 Security. You are responsible for maintaining the security of your systems and devices used to access the Services.

2.5 Acceptable Use Policy. Customer agrees to use the Services responsibly and ethically. Prohibited uses include: (a) processing content without proper legal authorization, consent, or legitimate interest; (b) using Services to harass, defame, or harm individuals without lawful justification; (c) bulk processing of public figures' content without demonstrable legitimate purpose; (d) circumventing other platforms' content policies or terms of service; (e) creating or distributing content intended to deceive, mislead, or manipulate others; (f) processing content that violates privacy rights, data protection laws, or ethical guidelines; (g) using Services for surveillance or monitoring without proper legal authority; (h) attempting to re-identify anonymized or pseudonymized data; or (i) any use that could damage Leapwave's reputation or business relationships.

3. Fees and Payment

‍3.1 Fees. You agree to pay all fees set forth in the applicable Order Form. All fees are non-refundable unless otherwise stated.

3.2 Late Payments. Unpaid invoices may accrue interest at the rate of 1.5% per month or the maximum amount allowed by law. Leapwave may suspend or terminate access to the Services for non-payment.

3.3 Taxes. Fees are exclusive of applicable taxes, which will be added to invoices as required by law.

4. Intellectual Property

‍4.1 Ownership. Leapwave retains all rights, title, and interest in the Services, including all related software, documentation, models, and intellectual property.

4.2 Customer Data. (a) Customer retains ownership of Customer Data submitted to the Services. (b) Service License. Customer grants Leapwave a worldwide, royalty-free, non-exclusive license during the Term to: (i) use, process, and analyze Customer Data to provide the Services; (ii) create derivative works from Customer Data necessary for Service provision; (iii) use aggregated, anonymized, or de-identified data derived from Customer Data to improve detection algorithms, create industry benchmarks, and enhance Service capabilities; and (iv) retain and use Customer Data for machine learning model training and improvement, provided individual privacy is protected through appropriate technical measures. (c) Retention. Leapwave may retain Customer Data for up to 12 months after termination for service improvement purposes, unless Customer requests earlier deletion. (d) Anonymization. Any use of Customer Data beyond direct service provision shall employ industry-standard anonymization techniques to prevent re-identification.“Customer Data” means all data, content, information, audio, video, text, images, and other materials submitted by Customer to the Services for analysis or processing. 

4.3 Feedback. You grant Leapwave a non-exclusive, perpetual, irrevocable license to use any suggestions, comments, or feedback you provide to improve the Services.

5. Data Privacy and Security

‍5.1 Privacy Compliance. Leapwave shall process Customer Data in accordance with applicable data protection laws and our Privacy Notice.

5.2 Use of Aggregated Data. Leapwave may use aggregated or de-identified data derived from Customer Data to improve the Services, provided such data does not identify you or your users.

5.3 Security. Leapwave maintains appropriate technical and organizational measures to protect Customer Data from unauthorized access, disclosure, alteration, or destruction.

6. Confidentiality

‍6.1 Obligations. Each party agrees to protect the other party’s Confidential Information with the same degree of care it uses to protect its own confidential information and not to disclose it except as permitted under this Agreement.

6.2 Exceptions. Confidential Information does not include information that (a) is or becomes public through no breach of this Agreement; (b) was lawfully known before disclosure; (c) is disclosed lawfully by a third party; or (d) is independently developed without reference to the Confidential Information.

7. Warranties and Disclaimers

‍7.1 Limited Warranty. Leapwave will provide the Services using reasonable skill and care. We do not guarantee that the Services will be error-free or uninterrupted.

7.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. LEAPWAVE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.3 Exclusion of Liability for Use of Results. The Services include the generation of analysis and detection results regarding the authenticity of audio, video, and text content. Leapwave makes no representation or warranty as to the accuracy or reliability of any such results. You acknowledge and agree that you are solely responsible for any decisions or actions you take based on the outputs of the Services, and Leapwave shall not be liable for any loss, damage, or claim arising from or related to your use or reliance on such outputs. You acknowledges that results may be probabilistic in nature and subject to limitations inherent in AI-based analysis, including false positives or negatives. 

8. Indemnification

‍You agree to indemnify and hold harmless Leapwave from any claims, damages, losses, and expenses (including legal fees) arising from (a) your use of the Services in violation of this Agreement or applicable laws, (b) your content or Customer Data, or (c) your breach of any representation or warranty.

‍9. Limitation of Liability

‍IN NO EVENT SHALL LEAPWAVE BE LIABLE FOR: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; (B) LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES; (C) BUSINESS INTERRUPTION OR COST OF SUBSTITUTE SERVICES; (D) REGULATORY FINES, PENALTIES, SANCTIONS, OR ENFORCEMENT ACTIONS; (E) REPUTATIONAL DAMAGE OR HARM TO BUSINESS RELATIONSHIPS; (F) DAMAGES ARISING FROM CUSTOMER'S RELIANCE ON SERVICE OUTPUTS; OR (G) DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO CUSTOMER'S SYSTEMS. THE EXCLUSIONS ABOVE ARE IN ADDITION TO, AND NOT IN LIMITATION OF, SECTION 7.3. LEAPWAVE'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) THE AMOUNTS PAID BY CUSTOMER TO LEAPWAVE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (II) US$10,000.

10. Term and Termination

‍10.1 Term. This Agreement begins on the Effective Date and continues until terminated.

10.2 Termination for Convenience. Either party may terminate this Agreement upon thirty (30) days' prior written notice.

10.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if: (a) the other party materially breaches this Agreement and fails to cure within fifteen (15) days of notice; (b) the other party becomes subject to bankruptcy, insolvency, or similar proceedings; (c) Customer violates the Acceptable Use Policy or engages in prohibited activities under Section 1.3; (d) Customer becomes subject to government sanctions, export restrictions, or regulatory investigation that could impact Leapwave's business; (e) Customer's use of Services results in legal, regulatory, or reputational harm to Leapwave; (f) Customer fails to pay undisputed fees within thirty (30) days of due date; or (g) there is a material change in Customer's ownership or control that Leapwave reasonably determines creates compliance or security risks.

10.4 Effect of Termination. Upon termination, your access to the Services will be revoked and all fees due shall remain payable. Sections relating to fees, confidentiality, IP, disclaimers, limitations of liability, and indemnification shall survive termination.

11. Governing Law and Dispute Resolution

‍This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to conflict of law principles. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved exclusively through arbitration administered by the Singapore International Arbitration Centre (SIAC) under the SIAC Rules then in effect. The seat of arbitration shall be Singapore, the proceedings shall be conducted in English, and the arbitral tribunal shall consist of three arbitrators. The decision of the arbitral tribunal shall be final and binding upon the parties. The parties shall attempt in good faith to resolve any dispute by mediation before referring the matter to arbitration. 

12. General Provisions

‍‍12.1 Entire Agreement. This Agreement constitutes the entire understanding between the parties.

12.2 Amendments. Leapwave may modify these Terms with at least 14 days' notice. Continued use of the Services after such notice constitutes acceptance.

12.3 Assignment. You may not assign this Agreement without Leapwave's prior written consent. Leapwave may assign this Agreement without restriction.

12.4 Force Majeure. Neither party shall be liable for delay or failure due to events beyond reasonable control.12.5 Notices. All legal notices must be sent to Leapwave in writing to legal@deepfaic.com.

12.6 Survival. Upon termination or expiration, the following provisions shall survive: Sections 3 (Fees), 4 (Intellectual Property), 5 (Data Privacy), 6 (Confidentiality), 7 (Warranties), 8 (Indemnification), 9 (Limitation of Liability), 11 (Governing Law and Dispute Resolutions), and this Section 12.6.

12.7 Regulatory Changes. If changes in applicable law or regulations materially impact the Services, Leapwave may modify the Services or this Agreement with thirty (30) days' notice to ensure compliance.

12.8 Severability. If any provision is held unenforceable, the remainder of this Agreement shall remain in full force and effect, and the unenforceable provision shall be modified to achieve the intended economic effect.