CLAMSHELL TERMS OF SERVICE

1. Acceptance of Terms

1.1 These Terms of Service (“Terms”) form a binding agreement between you and Make Work Fun Corp. (“Clamshell,” “Clamshell.ai”, “we,” “our,” or “us”) governing your access to and use of the Clamshell website, applications, and online AI video game platform (collectively, the “Services”). By accessing or using the Services, you agree to be bound by these Terms and by our Privacy Policy, incorporated herein by reference. If you do not agree, please do not access or use the Services.

1.2 If you are accepting these Terms and using our Services on behalf of a company, organization, government or other legal entity, then “you” includes you and that entity, and you confirm that you are authorized to bind that entity to these Terms and agree to these Terms on that entity’s behalf.

2. The Services

2.1 Clamshell provides an online platform where players can explore or create new game “worlds” with the use of AI. The Services can contain a wide range of whatever players ask for, but do not include any adult content, in-app chat, voice chat, or direct messaging feature between users.

2.2 Clamshell’s platform includes artificial intelligence tools (“AI Services”) that turn your prompts into a playable game or "world." Any content generated within the Services through your prompts or use of the AI Services (whether or not you have an account, and including any associated intellectual property rights) is considered a "Creation”. Because the AI Services rely on emerging technology and the prompts you provide, generated content may be inaccurate, inappropriate, or otherwise unsuitable for play. You acknowledge and agree that a Creation (i) may contain errors, inaccuracies, or other defects and must not be relied upon without independent review, validation, and testing; (ii) may not be unique; and (iii) that the Services and/or AI Services may generate the same or similar output for other users who submit similar prompts. You are solely responsible for evaluating and using any Creation. You assume full responsibility for your use of your Creations. Clamshell does not represent or warrant that Creations will be unique, free of third‑party rights, accurate, suitable for any particular purpose, or capable of building, repairing, completing, or improving any application or project or achieving any particular result.

3. Eligibility

3.1 By using the Services, you represent that you have the legal capacity to enter into these Terms.

3.2 The Services are intended for a general audience and are not directed to children under age of 18. You must be at least 13 years old to use the Services. If you are between the ages of 13 and 17, you represent that you have your parent’s or legal guardian’s permission to use the Services, and that your parent or guardian has read and agrees to these Terms and our Privacy Policy on your behalf. By permitting a minor to use the Services, the minor's parent or legal guardian agrees to be bound by these Terms and to be responsible for the minor's activity on the Services. Clamshell reserves the right to request proof of such permission and to suspend or terminate any account where it cannot be verified. By using the Services, you represent and warrant that you are at least 13 years old and, if you are under 18, that you have the permission described above.

3.3 Clamshell reserves the right to request additional age verification at any time and to restrict, suspend, or terminate access for any user who misrepresents their age or who Clamshell reasonably believes does not meet the eligibility requirements of these Terms.

3.4 If Clamshell later obtains actual knowledge that a user is under 13, Clamshell will promptly terminate that user's account and delete any Personal Information collected from that user.

4. Accounts

4.1 To create content, you can register for an account and provide accurate information, as your email address. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to keep that information accurate, current, and complete, to update it promptly if it changes, and to allow us to use it to communicate with you about the Services. You agree to notify us promptly of any unauthorized use of your account. You must not authorize others to use your account credentials, and you are responsible for the activities of such users that occur in connection with your account. You may terminate your account and stop using the Services at any time.

4.2 If you violate these Terms, including the Privacy Policy, Clamshell reserves the right, in its sole discretion, to terminate or suspend your account and your right to use and access the Services, including by suspending or terminating any alternate account(s) you create or have created. The suspension or termination of your account may also involve the suspension or termination of access to any Creations you have created on the Services.

5. Acceptable Use

5.1 You are permitted to use the Services for your personal, non-commercial use only. You agree not to use the Services to:

• Violate these Terms, the Privacy Policy or any applicable law;
• Harass, threaten, or abuse other users;
• Attempt to circumvent AI content-moderation safeguards, including by prompting the Service’s AI tools to generate sexually suggestive, hateful, or otherwise prohibited content;
• Infringe the intellectual property or other rights of any third party, including by prompting the AI to closely recreate protected characters, marks, or other proprietary works;
• Interfere with or disrupt the security or integrity of the Services.

5.2 You also agree not to:

• Reverse-engineer, decompile, or attempt to derive the source code, models, or underlying logic of the Services;
• Create multiple accounts to evade a suspension or ban, or use automation to register accounts;
• Use, or attempt to use, another user's account;
• Scrape, crawl, or use bots or automated tools to access the Services or extract content or data, including for the purpose of training a separate AI or machine-learning model;
• Send or post spam, unsolicited bulk communications, chain letters, or pyramid schemes;
• Send excessive requests to, or otherwise place undue burden on, the Services' infrastructure;
• Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity, including giving the impression that a Creation emanates from Clamshell itself;
• Use the Services to conduct network attacks.

5.3 Your Creations must not:

• Contain hate speech, symbols, or content promoting discrimination or violence against any individual or group;
• Be sexually explicit, indecent, lewd, or suggestive;
• Provide instructions for a criminal offense, dangerous activity, or self-harm;
• Contain graphic violence, gore, or content glorifying self-harm;
• Contain another person's private information without their consent;
• Be deliberately designed to provoke, antagonize, bully, or harass another person;
• Contain malware, exploits, or content designed to disrupt other players' devices or accounts;
• Contain unsolicited advertising, political campaigning, or solicitations;
• Infringe any patent, trademark, trade secret, copyright, or other proprietary right;
• Otherwise be objectionable or expose Clamshell or others to harm, liability, or reputational damage.

5.4 Violation of these Terms may result in remedies available at law or in equity, including but not limited to content removal, suspension, or a permanent ban from the Services, at Clamshell’s discretion, without any notice. Enforcement of this section is solely at Clamshell's discretion; failure to enforce in one instance is not a waiver of the right to enforce in another, and this section does not create a private right of action for any third party.

5.5 Clamshell may, at its discretion, establish limits on your use of the Services, including limits on the number or complexity of Creations you may create, generation requests per period, or storage. Continued excessive use beyond posted limits may result in suspension, or additional measures.

6. Content

6.1 You may provide, upload, or otherwise submit content (text, images, prompts, and other materials) to the Services ("Your Content"). Clamshell uses Your Content to generate your Creation. Clamshell owns all right, title, and interest in Creations generated through the Services, including those generated from Your Content.

6.2 You represent and warrant that: (i) you have complied with all applicable laws in connection with Your Content; (ii) you have obtained all rights, licenses, and permissions necessary for Clamshell to process Your Content and generate a Creation as contemplated by these Terms; (iii) Your Content does not infringe, misappropriate, or otherwise conflict with the intellectual property or personal rights of any third party; and (iv) you are not using another person's name or Personal Information in a prompt unless you have their permission.

6.3 You are responsible for your Content and for the applications and projects you build, deploy, and make available using the Services, including for having all rights, consents, and a lawful basis for the data you process through the Services, and for complying with these Terms and the Privacy Policy. If you choose to publish or share a Creation so that it is visible to other users, you do so at your own risk and understand other users may view, and depending on future Services features, interact with your Creation.

6.4 You hereby grant to Clamshell and its affiliates a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable, transferable right and license to: (i) to use Your Content to develop, maintain and improve the Services and any other products, software, and services of Clamshell and/or its affiliates; (ii) use, in whole or in part, publicly display, reproduce, and perform in whole or in part, Your Content to at Clamshell's discretion, including to promote, market, or advertise Clamshell or the Services; (iii) use, copy, modify, process, analyze, and otherwise exploit your Content for our business purposes; (iv) develop and train artificial intelligence and machine learning models; and (v) create, use, and disclose data collected in connection with the Services (including Your Content) that has been aggregated and/or de-identified ("Anonymized Data").

6.5 Clamshell owns or controls the underlying tools, templates, generic game mechanics, and AI functionality that power the Services, including the AI Services ("Clamshell Content"). Subject to your compliance with this Terms, Clamshell grants you a limited, non-exclusive, revocable license to use Clamshell Content solely to create your Creation through the Services. You may not extract, copy, or use Clamshell Content outside of the Services, or in a way that isn't part of creating your Creation. You may only use Clamshell Content in a way consistent with these Terms.

7. Feedback

If you provide feedback, suggestions, or ideas about the Services, you agree that Clamshell may use them for any purpose without compensation or attribution to you. We will exclusively own all improvements to, or new, Clamshell products, services, or Services based on any feedback. You understand that we may treat feedback as nonconfidential.

8. Safeguards and Moderation

8.1 The Service uses third-party AI model(s) that include built-in safeguards against generating certain categories of harmful or objectionable content. However, Clamshell does not warrant that these safeguards will catch every inappropriate, offensive, or policy-violating content. Clamshell reserves the right to monitor, review, remove, or refuse to generate any content, and to suspend or ban accounts that attempt to circumvent these safeguards, in its sole discretion.

8.2 By using the Services, you acknowledge that your prompts and Creations may be processed by Clamshell and its third-party AI providers to operate, improve, and train the AI models underlying the Services.

8.3 You agree not to submit through the Services any government identification numbers, payment card or financial account information, health information, or other special categories of sensitive personal data. Clamshell is not designed to store or safeguard this type of data. If you provide sensitive data in violation of this section, you do so at your own risk, you are solely responsible for ensuring you have a lawful basis and any required consents, and you agree to indemnify us for any claims arising from your submission of that data. We may remove such data or suspend the Services if we become aware of non-compliant use.

9. Intellectual Property

9.1 The Services, including its software, platform design, and underlying technology, are owned by Clamshell and its licensors. Except for the limited rights expressly granted in these Terms, no rights are granted to you in the Services themselves.

9.2 Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, worldwide, revocable license to access and use the Services for your personal or internal purposes. This license does not give you any ownership interest in the Services, and all rights not expressly granted are reserved by us. This license terminates immediately if you violate these Terms, the Privacy Policy or your account is terminated for any reason.

9.3 Clamshell's trademarks, logos, product names (“Clamshell Marks”), are Clamshell's intellectual property and Clamshell retains all rights, title, and interest in and to its Clamshell Marks. Clamshell Marks may not be copied, imitated, or used without our prior written permission. Reference to any third-party products, services, or names on the Services does not imply endorsement by Clamshell.

The Services may rely on or interoperate with third-party products, software, or services to provide the Services ("Third-Party Materials"), and Clamshell makes no representations or warranties regarding them. Third-Party Materials are offered "as is" and "as available", and your use of or reliance on them is at your own risk.

9.4 From time to time, Clamshell may offer new AI tools, world types, or features on an experimental or beta basis ("Beta Features"). Beta Features are provided on an "as is", and “as available” basis, and may be changed, suspended, or discontinued at any time without notice, and are excluded from any warranties or commitments otherwise described in these Terms.

10. Termination

Clamshell may suspend or terminate your access to the Services at any time, with or without cause or notice. You may stop using the Services, or request deletion of your account, at any time by contacting us in accordance with section 21 below.

11. Disclaimers

THE SERVICE, ANY CONTENT OR MATERIALS PROVIDED THEREIN (INCLUDING ANY THIRD-PARTY CONTENT AND THIRD-PARTY MATERIALS), AND ALL CREATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, UNINTERRUPTED, SECURE, OR ERROR-FREE. IN ADDITION, WE DO NOT REPRESENT OR WARRANT THAT AI-GENERATED CONTENT WILL BE ACCURATE, APPROPRIATE, OR FREE OF THIRD-PARTY RIGHTS. CLAMSHELL DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, ANY CONTENT, THIRD-PARTY CONTENT, THIRD-PARTY MATERIALS OR CLAMSHELL’S SERVERS ARE FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS. YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK.

12. Limitation of Liability

12.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLAMSHELL WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOSS OF PROFITS, OR ANY LOSS OF DATA, OR CREATIONS ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, EVEN IF CLAMSHELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE CLAMSHELL FROM RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS AND/OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR RELATED TO DISPUTES BETWEEN USERS AND THE ACTS OR OMISSIONS OF THIRD PARTIES.

13. Indemnification

13.1 To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold Clamshell harmless and each of our respective officers, directors, agents, partners and employees, from and against any losses, liabilities, claims, demands, damages, expenses or costs (including reasonable attorneys’ fees) (“Claims”) arising from or related to: (i) your violation of these Terms, and/or the Privacy Policy; (ii) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); (iii) your conduct in connection with the Services; (iv) your violation of applicable law; and (v) your misuse of the Services.

13.2 You agree to promptly notify Clamshell of any Claims, cooperate with Clamshell in defending such Claims and pay all fees, costs and expenses associated with defending such Claims. Clamshell will have control of the defense or settlement, at Clamshell's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Clamshell.

14. Transfer and Processing of Data

Clamshell may process, transfer, and store information about you in the United States and other countries, where data protection laws may differ from those of your home jurisdiction. Clamshell processes Personal Information in accordance with its Privacy Policy. Clamshell will use commercially reasonable efforts to safeguard your Personal Information by implementing industry‑standard technical, administrative, and organizational security measures designed to protect against unauthorized access, disclosure, alteration, or destruction. However, you acknowledge that no method of transmission or storage is completely secure, and Clamshell cannot warrant absolute security of your Personal Information.

15. Governing Law; Dispute Resolution

15.1 These Terms shall be governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. If any Claim is not subject to arbitration under these Terms, you agree that the state and federal courts located in Delaware will have exclusive jurisdiction over all disputes and claims arising out of or relating to these Terms or the Services, and you consent to the personal jurisdiction of those courts.

15.2 If you present any dispute, claim, or controversy (“Claim”) against Clamshell, or if Clamshell presents a Claim against you, the parties shall first attempt in good faith to resolve the Claim informally. Either party may initiate this process by delivering written notice of the dispute (“Claimant Notice”). Each Claimant Notice must (i) include the sender’s name, address, email, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) specify the relief sought. Upon receipt of a Claimant Notice, the parties shall engage in good‑faith negotiations for thirty (30) days, or longer if mutually agreed in writing (email suffices), to attempt resolution (“Informal Resolution Period”). If the Claim is not resolved during the Informal Resolution Period, it shall be submitted to binding arbitration in accordance with this Section. No party may commence arbitration until the Informal Resolution Period has concluded. A party that files in court or arbitration without complying with this Section may be enjoined and required to reimburse the other party for arbitration fees and costs incurred as a foreseeable consequence of such breach.

15.3 Claims subject to arbitration shall be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under the Federal Arbitration Act (“FAA”). Except for (i) individual disputes that qualify for small‑claims court (provided such court does not permit class or representative actions), and (ii) disputes relating exclusively to intellectual property rights of you or Clamshell, including requests for injunctive or equitable relief (“IP Claims”), all Claims not resolved under this Section shall be submitted to final and binding arbitration before a neutral arbitrator rather than to a court or jury. Arbitration includes disputes concerning the interpretation, enforceability, or validity of this arbitration provision. The arbitrator shall have authority to grant any remedy or relief available in court.

15.4 These Terms involve interstate commerce and this Section is governed by the FAA. The arbitrator shall have exclusive authority to resolve all issues of arbitrability and to award individual remedies available in court. Claims seeking public injunctive relief must be litigated in court, with such litigation stayed pending arbitration of individual Claims.

15.5 Arbitration shall be administered by the AAA. The initiating party shall provide notice to the other as set forth above. Proceedings will be conducted in English before a single arbitrator, who shall be bound by these Terms and issue a written award. Hearings may be conducted by video or telephone unless the arbitrator determines an in‑person hearing is necessary, in which case venue shall be Delaware, or the claimant’s county of residence if a Consumer.

15.6 Any arbitration award, and any judgment confirming it, applies only to the specific case and may not be used as precedent except to enforce the award itself, unless the parties agree otherwise. Awards may be enforced or confirmed as final judgments by any court of competent jurisdiction. Arbitration fees shall be allocated in accordance with the applicable AAA Rules and these Terms. To the extent permitted by law, if the arbitrator determines a Claim was frivolous or filed for an improper purpose (including harassment, delay, or unnecessary cost), the claimant shall reimburse the responding party for its costs and attorney fees. Any Claim must be filed within one (1) year after it arises; otherwise, it is permanently barred.

15.7 The parties shall cooperate to obtain protective orders from the arbitrator to safeguard confidential, proprietary, trade secret, or sensitive information exchanged or subject to discovery in arbitration.

15.8 Any dispute with us must be brought on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. You and Clamshell each waive any right to a jury trial in any legal proceeding arising out of or related to these Terms or the Services.

16. Mass Arbitration Procedure

16.1 If twenty‑five (25) or more similar Claims are filed against Clamshell by the same or coordinated counsel, they shall be treated as “Mass Arbitrations”. Mass Arbitrations will be administered under the AAA’s Mass Arbitration Supplementary Rules, as modified by these Terms. The parties agree to a staged process: (i) a bellwether arbitration of a limited number of selected Claims, (ii) mediation of remaining Claims, and (iii) subsequent batches of arbitrations if necessary. Statutes of limitation for all affected Claims are tolled from the time a compliant Claimant Notice is received until completion of this process.

16.2 Mass Arbitrations must proceed on an individual basis only. Neither party may participate in, or compel, class, collective, consolidated, or representative arbitration or litigation, except as required by law. Any disputes over whether Claims qualify as Mass Arbitrations shall be decided by the arbitration provider as an administrative matter. If mediation leaves a substantial number of unresolved Claims, the parties may agree to release those Claims to court, where they may be litigated subject to applicable law, with litigation stayed pending resolution of individual arbitrations.

17. Changes to These Terms

We may update the Terms from time to time to reflect changes in our practices, the Services, or applicable law. For material changes, we make commercially reasonable efforts to provide thirty (30) days' advance notice by email or through the Services before they take effect, except where a shorter period is required to comply with law or to address a security or legal risk. If you expressly accept the changes before the end of the notice period, the revised Terms will take effect as of the date of your acceptance. Otherwise, by continuing to use the Services after the effective date of an updated Terms, you acknowledge and agree to be bound by the revised Terms. If you do not agree to the updated Terms, you should discontinue use of the Services.

18. Publicity

18.1 If you are a business entity, you grant Clamshell a non‑exclusive, worldwide, royalty‑free license to use your name, logo, and trademarks (“Customer Marks”). Clamshell shall use the Marks in accordance with your reasonable brand guidelines (if provided) and shall make all commercially reasonable efforts to not modify, distort, or misuse the Marks in any way that could harm their goodwill or value.

18.2 You represent and warrant that you have all necessary rights to grant this license, and you retain all rights, title, and interest in and to your Marks. You may revoke this license at any time by providing written notice. Upon receipt, Clamshell will make commercially reasonable efforts to cease use of your Marks in new materials. Clamshell is not required to recall or destroy materials already distributed or in use prior to revocation, and such prior use remains authorized under this license.

18.3 Except as expressly authorized in writing by Clamshell and subject to Section 9.3, you may not use the Clamshell Marks in any manner, including in marketing, advertising, or promotional materials, or in a way that suggests sponsorship, endorsement, or affiliation, without Clamshell’s prior written consent.

19. Survival

The provisions of these Terms relating to data rights, limitations of liability, indemnification, intellectual property, disclaimers, governing law, and any other terms that by their nature should survive, will continue in effect after termination of your account or these Terms.

20. Miscellaneous

These Terms, together with the Privacy Policy, constitute the entire agreement between you and Clamshell regarding the Services. If any provision is found unenforceable, the remaining provisions will remain in full effect. Clamshell may assign these Terms in connection with a merger, acquisition, or sale of assets. Our failure to enforce any provision is not a waiver of that provision.

21. Contact Us

Questions about these Terms may be directed to:

Clamshell

Email: feedback@clamshell.ai

Website: clamshell.ai