Last updated: May 16, 2025
The following terms of use (the "Terms of Use") govern your access to and use of: (a) our software products and services offered by Twelve Labs, Inc. ("Twelve Labs") on its website platform located at www.twelvelabs.io (the "Twelve Labs Website"); (b) any application programming interfaces, (c) accompanying documentation and materials (the "Documentation"), (d) any text, pictures, videos, media, data, information and other materials or content (collectively, the "Content") contained on or provided through the foregoing (a), (b), or (c); and (d) all other Content, products or services provided by us to you, as more particularly described on the Twelve Labs Website, in each case, presently or in the future (collectively, the "Twelve Labs Services").
These Terms of Use form an agreement between Twelve Labs Inc. ("Twelve Labs", "us", "we", "our") and you. The term "you" or "User" refers to the person or entity browsing, installing, downloading, accessing or otherwise using the Twelve Labs Services ("use" or "using" in these Terms of Use will mean any of the foregoing).
BY USING THE TWELVE LABS SERVICES IN ANY WAY, INCLUDING PURCHASING ANY SERVICES WE SELL, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU ARE 18 YEARS OLD OR HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE TWELVE LABS SERVICES IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1.
IF YOU ARE USING THE TWELVE LABS SERVICES ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.
(a) Except where prohibited by applicable law, we reserve the right to update, modify, or change any element of these Terms of Use at any time. When we change these Terms of Use, we will: (i) post a new version to the Twelve Labs Website; and (ii) update the "Last Updated" date at the top of these Terms of Use. We may require you to provide consent to the updated Terms of Use in a specified manner before further use of the Twelve Labs Services is permitted. If you do not agree to any change(s), you will stop using the Twelve Labs Services. Otherwise, your continued access to or use of the Twelve Labs Services after any changes to these Terms of Use indicates your acceptance of such changes.
(b) Except where prohibited by applicable law, we reserve the right to change any element of the Twelve Labs Services at any time, without notice. We may, at our discretion, suspend your access to or use of the Twelve Labs Services or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Use or any other responsible use guidelines we provide to you or are posted on the Twelve Labs Website; or (iii) to address any emergency security concerns.
(a) To access certain features of the Twelve Labs Services you may be required to successfully sign up for a user account using the available interfaces of the Twelve Labs Services ("User Account") and select a username and password login credentials ("Credentials").
(b) If you sign up for a User Account, you will keep your Credentials secure and will not grant access to or otherwise share your Credentials with any other person.
(c) You must provide us with true, accurate, current, and complete information for your User Account. If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Twelve Labs Services.
(d) We reserve the right to disable any User Account issued to you at any time at our sole discretion. If we disable access to a User Account issued to you, you may be prevented from accessing the Twelve Labs Services (or any portion thereof).
(e) Twelve Labs is entitled to act on instructions received through your User Account. Twelve Labs is not responsible for any actions taken or transactions made to or from your User Account by any other party using your User Account. You are solely responsible for any and all use of your User Account and all purchases and activities that occur under or in connection with your User Account. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Twelve Labs Services and your User Account, including without limitation terminating your User Account, changing your password, or requesting additional information to authorize transactions on your User Account. You agree to be responsible for any act or omission of any users that access the Twelve Labs Services under your User Account that, if undertaken by you, would be deemed a violation of these Terms of Use.
(f) Notwithstanding anything to the contrary in this Agreement, with Twelve Labs' prior written permission you may share your API key with your authorized agents in order to facilitate your use of the Twelve Labs Services under this Agreement. You acknowledge and agree that you are fully responsible and liable for the acts and omissions of any such agents to whom you have provided such access as though such acts and omissions were your own.
(a) When you use or view the Twelve Labs Services or send emails, texts, or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
(b) Please review our Privacy Policy, available at www.twelvelabs.io/privacy, for more information about our practices in collecting, storing, using, and disclosing personal information.
(a) License to Customer Data. You hereby grant us a nonexclusive, worldwide, royalty-free, sublicensable, and fully paid-up right and license to access, collect, use, reproduce, display, perform, modify, create derivative works of, process, store, disclose, distribute and transmit any data, images, text, videos, information, content, records, files or other material that you load, receive through, transmit to, input, or otherwise enter into the Twelve Labs Services, or that you otherwise transmit to Twelve Labs in connection with these Terms of Use, including Output (as defined below) but specifically excluding Account Information (as defined below) (collectively, "Customer Data") in order to: (i) provide, maintain, enhance, train, and improve the Twelve Labs Services (including the training, re-training, fine-tuning, and improving the Twelve Labs Services), (ii) exercising our rights under these Terms of Use, including ensuring you are complying with these Terms of Use, any guidelines we provide to you or are posted on the Twelve Labs website; and (iii) comply with applicable law.
(b) Output. The Twelve Labs Services utilizes generative artificial intelligence to generate materials provided to you by the Services that are based on the Customer Data as set forth herein (collectively, "Output"). Given the experimental nature of generative artificial intelligence, such Output may not meet your requirements or may otherwise be inaccurate or otherwise unsuitable for your specific use case. You should evaluate the accuracy, reliability, functionality, and appropriateness of any Output provided by the Twelve Labs Services as appropriate for your use case, and you will remain solely responsible for and assume all risk in connection with your use of such Output. Subject to your compliance with these Terms of Use, Twelve Labs hereby assigns to you all right, title, and interest in and to the Output.
(c) Marketing. By placing an Order you hereby grant Twelve Labs a worldwide, royalty-free, fully paid, perpetual, revocable license to use and display your name, logo, trademarks, and service marks on the Twelve Labs Website and in marketing materials of any medium in connection with identifying Customer as having been a customer of Twelve Labs. Upon your written request, Twelve Labs will promptly remove any such marks from the Twelve Labs Website and, to the extent commercially feasible, Twelve Labs' then-current marketing materials.
These Terms of Use will govern the placement of any order you make for use of the Twelve Lab Services, whether via the Twelve Labs Website or an order form (each such order, an "Order"). Any additional or supplemental terms and conditions proposed by you to an Order are hereby rejected and will have no enforceability or affect upon any purchase of the Twelve Labs Services. Your placement of an Order is an offer to purchase the Twelve Labs Services ordered, and we may accept your Order by providing written notice of acceptance and processing your payment through the Twelve Labs Services.
(a) To pay for an Order you will need to provide Twelve Labs or, if applicable, a third-party payment processor (the "Payment Processor") with the information necessary to process payment from you. If Twelve Labs elects to use a Payment Processor for a given Order, the processing of payments in respect of such Order will be subject to the terms and conditions, and privacy policies of the Payment Processor, if any, in addition to these Terms of Use.
(b) The terms of your payment will be based on your chosen payment provider and may be determined by agreements between you and the financial institution, credit card issuer, or other provider of your chosen payment method.
(c) You must provide current, complete and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete and accurate.
(d) If the amount to be charged to your billing account varies from the amount you preauthorized (other than due to the imposition or change in the amount of applicable sales taxes), you have the right to receive, and we will provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction.
(e) Fees. All charges associated with a User Account ("Fees") are set forth on the Website and any Order. Payment obligations are non-cancelable, regardless of your utilization (or lack thereof) of the Twelve Labs Services and all Fees are non-refundable.
(f) Late Payments. If you fail to make any payment of Fees when due, then, following written notification from Twelve Labs, Twelve Labs may suspend your access to the Twelve Labs Services until such unpaid Fees are paid in full.
(g) Payment Disputes. Twelve Labs will not exercise its rights with respect to non-payment by You if You are disputing the applicable charges reasonably and in good faith and cooperating diligently to resolve the dispute.
(h) Taxes. The Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively "Taxes"). You agree to pay applicable direct or indirect Taxes associated with your purchases hereunder.
Twelve Labs may modify the Twelve Labs Services or Documentation, from time to time, including by adding or removing features, functions, and entitlements; provided, however, that Twelve Labs will not materially decrease the overall functionality of the Services during the term of any active Order except where such modifications are required for security or safety reasons or to comply with applicable law.
We may run promotional offers from time to time on the Twelve Labs Services. The terms of any such promotion will be posted on the Twelve Labs Website. Unless otherwise indicated, we may establish and modify, in our sole discretion, the terms of such offer and end such offer at any point.
(a) All right, title and interest, including intellectual property rights, in the Twelve Labs Services, the source and object code in the software we use to provide the Twelve Labs Services and all other materials provided by us hereunder, and any updates, adaptation, translation, customization or derivative works thereof, will remain the sole property of Twelve Labs (or our third-party suppliers, if applicable).
(b) The Twelve Labs Services and all materials provided by us hereunder are made available or licensed and not "sold" to you.
(c) All rights not expressly granted to you in these Terms of Use are reserved by Twelve Labs.
Subject to these Terms of Use, we grant you a non-exclusive, non-transferable, non-sublicensable and revocable license to use the Twelve Labs Services in accordance with these Terms of Use.
Your access to and use of certain functionalities provided in or through the Twelve Labs Services may be subject to additional terms and conditions presented to you by Twelve Labs or its service providers. Such additional terms and conditions are incorporated herein by reference.
You represent and warrant to and covenant that you will: (a) use reasonable efforts to prevent unauthorized access to or use of the Twelve Labs Services; (b) keep your Credentials and all other login information confidential; (c) not register for more than one account; (d) monitor and control all activity conducted through your account; (e) upload and disseminate only data to which you own all required rights under law; (f) promptly notify us if you become aware of any unauthorized activity or security breach; (g) not use anyone else's Account or Credentials; (h) not attempt to obtain security information from any other user; (i) comply with all applicable laws and regulations; and (j) have obtained all necessary rights, authorizations, consents, and licenses for the Twelve Labs Services to process Customer Data.
You will not use the Twelve Labs Services or Output in violation of these Terms of Use, the applicable Order, the Acceptable Use and Conduct Policy, or of any applicable law. You represent and warrant that you will not directly or indirectly: disable or interfere with servers or networks; attempt to gain unauthorized access; send malicious code or content you do not have the right to transmit; use the Services in a manner that would harm Twelve Labs' reputation; use the Services to store or transmit harmful material; use data mining or reverse engineering methods; build competing products; or authorize any third party to do any of the above.
"Confidential Information" means all information disclosed by one party to the other party that is designated as "confidential" or which a reasonable person should understand to be confidential. Each party will protect the other's Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own Confidential Information of similar nature, and in any event, using no less than reasonable care.
You agree that any suggestion or idea provided by you will not be treated as confidential, and nothing in these Terms of Use will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, and otherwise exploit the Feedback.
The Twelve Labs Services may provide links or access to third-party content, websites, or services. Twelve Labs does not endorse any third-party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, or fitness for any purpose. Third-party content, websites, services, or systems are not under Twelve Labs's control, and if you choose to access any such content, you do so entirely at your own risk.
The downloading and viewing of Content is done at your own risk. We do not guarantee that the Twelve Labs Services will be free of viruses, worms, trojan horses or disabling devices. You are responsible for implementing safeguards to protect the security and integrity of your computer system and/or mobile device.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE TWELVE LABS SERVICES AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE TWELVE LABS SERVICES AND THE OUTPUT, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TWELVE LABS PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, RESULTING FROM OR RELATED TO THE TWELVE LABS SERVICES, THE OUTPUT, OR THE INABILITY TO MAKE USE OF THE TWELVE LABS SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
You will defend, indemnify, and hold harmless the Twelve Labs Parties from and against any third-party claims arising out of or in connection with: (a) your use of the Twelve Labs Services and/or Output; (b) your breach of these Terms of Use; (c) your violation of any law or the rights of a third party; or (d) your Customer Data.
(a) These Terms of Use will commence on the day you first use the Twelve Labs Services and will continue until terminated. At any time, Twelve Labs may suspend or terminate your rights to access the Twelve Labs Services for any reason. You may terminate these Terms of Use at any time by requesting that your User Account be deleted and ceasing use of the Twelve Labs Services.
(b) The following Sections will survive expiration or termination: Sections 4, 6, 9, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21(b), and 22.
(a) Choice of Law and Venue Jurisdiction. These Terms of Use will be governed by the laws of the State of California and the federal laws of the United States of America applicable therein. You and Twelve Labs irrevocably submit to venue and exclusive personal jurisdiction in the federal and state courts in San Francisco, California.
(b) Entire Agreement. These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals.
(c) Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right.
(d) Severable. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable, such provision will be severed and all other provisions will remain in full force and effect.
(e) Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use to any third party without your consent.
(f) Dispute Resolution. If you believe that Twelve Labs has not adhered to these Terms of Use, please contact Twelve Labs using the contact information listed below.
(g) English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English.
(h) Trade Controls. You agree to comply with U.S. and all other applicable export control, sanctions, import compliance, and anticorruption laws and regulations with respect to these Terms of Use and the Twelve Labs Services.