Terms of Service

These Terms of Service (the “Terms”) govern your access to and use of MeshLite, including the MeshLite console, software development kit (SDK), application programming interfaces, share links, avatars and related services (together, the “Service”). The Service is provided by Toda Labs Pte. Ltd., a company incorporated in Singapore (UEN 202404160Z) (“Toda Labs”, “we”, “us”).

By creating an account, subscribing to a plan or using the Service, you agree to these Terms. If you use the Service on behalf of an organisation, you confirm that you have authority to bind it, and “you” means that organisation. Otherwise, “you” means you as an individual.

If you and Toda Labs have signed an order form or enterprise agreement, it prevails over these Terms where they conflict. Terms in your own purchase orders or procurement documents have no effect, even if we accept or sign them.

The Terms of Use at meshlite.io/legal/terms continue to govern the public website and demo.

1. Eligibility

1.1 You must be at least 18 years old and able to form a binding contract.

1.2 Who can subscribe. Anyone who meets section 1.1, in any country not excluded by section 1.3, may use the Free plan and buy a paid plan, as an individual or for an organisation. Buying as a business is optional, and no business tax ID is needed (section 3.9). You are a “consumer” if you are an individual buying mainly for purposes outside your trade, business or profession; section 3.11 then applies to you.

1.3 You confirm that you are not located in a country subject to comprehensive sanctions by Singapore, the United Nations, the United States, the European Union or the United Kingdom, that you do not appear on a related sanctions list, and that you will not allow anyone who does to use the Service.

1.4 Each person or organisation may hold one Free workspace. You may not create several accounts to obtain more free usage.

2. Accounts

2.1 You must provide accurate account information and keep it up to date.

2.2 You are responsible for:

• keeping your credentials and API keys confidential;
• all activity under your account, including by your staff, contractors and end users, whether or not you authorised it.

Tell us promptly at [email protected] if you suspect unauthorised use.

2.3 You may only enable the Service on domains and applications you control or are authorised to use.

3. Plans, fees and payment

3.1 Plans. The Service is offered under the plans described on our pricing page at meshlite.io/pricing. Each plan’s price, features and limits are those shown on the pricing page and at checkout when you subscribe or renew, or in your order form for plans sold by quote, such as Growth and Scale. That description forms part of your agreement for the billing period you buy. Section 3.8 applies to price changes.

Lite and Starter are designed for avatars embedded in software, devices or services that you provide to your own users. “Monthly users” means the distinct end users who interact with one of your avatars during a calendar month.

The Free plan serves as the trial; paid plans have no free trial.

3.2 Usage limits. Each plan has usage limits, including simultaneous sessions, monthly users, authorised domains, voice minutes where applicable, and custom avatars. Limits not shown on the pricing page or at checkout (for example simultaneous sessions on Lite and Starter, or the number of authorised domains) are shown in the console. When you reach a limit, the Service may decline new sessions until the next billing period or until you upgrade. Monthly-user limits are not enforced automatically: if your usage consistently exceeds your plan, we will contact you to agree an upgrade, and we will not charge you for it without your agreement. We do not charge for usage above your plan without your prior agreement. Unused allowances do not roll over, have no cash value and are not refundable. We may apply reasonable rate limits to protect the Service.

3.3 Prices and taxes. Prices are in US dollars (USD) and exclude taxes. Value added tax, goods and services tax, sales tax or similar taxes may be added to your purchase where the law requires us to collect them. Any such tax is shown at checkout, or on the invoice for a renewal, before you are charged, and the total shown is the amount charged. You are responsible for paying the taxes that apply to your purchase, other than taxes on our income, including where no tax is collected at checkout. If we start collecting tax on an existing subscription, we will tell you before the renewal to which it first applies. If you must withhold any tax from a payment, you will increase the payment so that we receive the full amount we would have received without the withholding.

3.4 Billing.

• Paid plans are billed in advance, monthly or annually, through our payment processor (Stripe). You authorise us to charge your payment method for each renewal.
• Subscriptions renew automatically for the same term unless you cancel before the renewal date. You can cancel online at any time from the Billing page of the console.
• Cancellation takes effect at the end of the current billing period. Fees for the current period remain due, subject to section 3.6.
• You can change plan in the billing portal. The portal shows the amount before you confirm. An upgrade takes effect immediately and the rest of the current period is charged pro rata. Where a downgrade takes effect immediately, the unused part of the current period is credited against your future invoices, not refunded in cash. If your usage then exceeds the new plan's limits, custom avatars above the limit are disabled until you upgrade or delete others.

3.5 Failed payments and late payment. If a payment fails, we keep your paid plan active for 7 days, then your workspace returns to the Free plan. Amounts that remain unpaid stay due and, for invoiced customers, bear interest at 1% per month from the due date until payment. To the extent permitted by law, you will reimburse our reasonable costs of collecting overdue amounts, including legal fees.

3.6 Refunds. Your first payment for a paid plan is refunded in full on request made to [email protected] within 14 days of that payment, whether you buy as a consumer or as a business. Your paid plan then ends and your workspace returns to the Free plan. Otherwise fees are non-refundable and there are no pro-rata refunds, except:

• where required by law, including under section 3.11;
• as set out in sections 12.4, 13.3 and 18.3.

3.7 Payment disputes. If you think a charge is wrong, contact [email protected] before disputing it with your bank or card issuer; we will review it promptly. If you open a chargeback for a valid charge, we may suspend your workspace until it is resolved, and you will reimburse the chargeback fees we incur.

3.8 Price changes. We may change prices with at least 30 days' notice. The change applies from your next renewal, and you may cancel before then.

3.9 Buying as a business. You may enter a business name and a business tax ID at checkout. This is optional. If you enter a tax ID, you confirm that it is valid and belongs to the business that buys, and you are responsible for accounting for any value added tax, goods and services tax or similar tax due in your country, including under the reverse-charge mechanism where it applies. If your tax ID turns out to be invalid, you will reimburse any tax, interest or penalty we become liable for as a result.

3.10 Purchasing decisions. Your purchase is not conditional on any future feature or functionality, or on any public or private statement about future plans.

3.11 If you are a consumer.

• The 14-day refund of your first payment (section 3.6) applies to you in full.
• Nothing in these Terms limits your rights under the Consumer Protection (Fair Trading) Act 2003 of Singapore, or under the mandatory consumer protection laws of your country of residence where they apply to you. If these Terms conflict with those rights, those rights prevail.
• If those laws give you a right of withdrawal or cancellation, a longer refund period or another remedy, you keep it in addition to these Terms.
• Sections 15 and 16 apply to you as set out in sections 15.3 and 16.7.

4. Your content

4.1 Customer Content means anything you or your users submit to the Service, including:

• photos and other materials used to create avatars;
• personality instructions, scripts, knowledge and reference text;
• voice provider credentials;
• your end users' inputs.

Outputs means avatar media, speech and responses generated for you by the Service.

4.2 Ownership. As between you and Toda Labs, you own your Customer Content and, to the extent permitted by law, your Outputs. Outputs may be similar to outputs generated for others, and we do not guarantee that they are unique or protectable.

4.3 Licence to us. You grant Toda Labs a worldwide, non-exclusive, royalty-free licence, for the duration of your use of the Service and the retention periods in section 12, to host, copy, process, transmit and display Customer Content and Outputs, and to permit our service providers to do so, as needed to provide, maintain, secure and support the Service for you, and to comply with law.

4.4 No training. We do not use your Customer Content, your end users' conversations or your Outputs to train AI models without your prior written consent.

4.5 Usage data. We may collect technical and usage data about the operation of the Service (for example session counts, durations, latencies, errors, browser and device types) and use it to operate, secure, bill and improve the Service and to produce aggregated statistics. Usage data does not include the content of conversations, and we do not publish it in a form that identifies you or any individual.

4.6 Your responsibility. You are solely responsible for your Customer Content and for how your avatars are configured and used, including what they say to your end users on the basis of your instructions and knowledge. You confirm that you have all rights, licences and consents needed for us to process your Customer Content as described in these Terms.

4.7 No obligation to monitor. We do not review Customer Content or Outputs before they are generated or displayed, and have no obligation to do so. We may use automated systems to detect misuse, and we may remove or disable any Customer Content, Output or avatar that we reasonably believe breaches these Terms, the law or third-party rights.

4.8 Conversations. End-user audio and conversation text are processed in real time and are not stored after the session, except diagnostic recordings made at your written request. You are responsible for keeping your own copies of anything you need.

5. Avatars

5.1 Catalogue avatars. Avatars from the MeshLite catalogue remain owned by Toda Labs. You may use them through the Service during your subscription. They depict fictional characters, are not exclusive to you, and may not be used to suggest that a real person or Toda Labs endorses you, or in political, adult or misleading content.

5.2 Custom avatars. When you create an avatar from a photo, the avatar (including its motion bank, mouth atlas and voice settings) is generated and runs on the MeshLite platform. You may use it through the Service during your subscription.

5.3 No export. Custom avatars are not provided in exportable form. This matches common industry practice: the avatar only works with the MeshLite engine.

5.4 Consent of the person depicted. Before uploading a photo or voice of a person, you must ensure that:

• the person is you, or has given you explicit, informed, written consent to the creation and use of an AI avatar that appears to look and speak as them, for the purposes you intend;
• you have obtained any consent or given any notice required by laws on biometric data, image or personality rights in the places where the person lives or the avatar is used;
• the person is not a minor, and the avatar does not appear to be a minor;
• you hold all rights in the photo, video and voice.

You must keep the consent records for as long as the avatar exists and for two years afterwards, and provide them to us within 5 business days of our request. We may ask for proof of identity or consent before creating or publishing an avatar, and may refuse, disable or delete an avatar if proof is not provided or we reasonably suspect that consent is missing.

5.5 Removal requests. The person depicted may ask us to remove an avatar of them. We may do so after informing you, without liability to you.

6. AI-generated content and disclosure

6.1 The Service generates content automatically. Outputs may be inaccurate, incomplete, offensive or inappropriate, and are not professional advice. You are responsible for reviewing Outputs and for any decision or action taken on the basis of them. Do not use Outputs for medical, legal, financial, safety-critical or other high-impact decisions without qualified human review.

6.2 Disclosure. You must clearly inform your end users that they are interacting with an AI system and that avatars, voices and responses are AI-generated, wherever applicable law requires it or the end user could otherwise be misled.

6.3 You must not remove, hide or alter any AI notice, label or provenance marking that the Service provides, or the MeshLite watermark or attribution, except through the settings or white-label option that your plan includes (section 3.1).

7. Acceptable use

You must not use the Service, or allow others to use it, to:

(a) impersonate any real person, or create an avatar of a person without the consent required by section 5.4, including public figures;

(b) defraud, phish, deceive or manipulate people, including vulnerable persons and minors;

(c) create or distribute sexual content, content involving or appealing to minors in a harmful way, or hateful, harassing, violent, defamatory or illegal content;

(d) create political campaign or lobbying content, election-related deception or disinformation;

(e) collect sensitive personal data (health, financial account, government identifiers, biometric identification) through an avatar, unless agreed in writing with us;

(f) infer the emotions of employees or students, identify individuals by face or voice, or carry out surveillance;

(g) make automated decisions with legal or similarly significant effects on individuals (for example hiring, credit, education or access to essential services) without human oversight and our written agreement;

(h) attempt to extract system instructions, model weights or credentials, decompile or reverse engineer the Service, or circumvent its limits, watermarks, security or protections;

(i) use the Service or its Outputs to build or train a competing product or AI model, or scrape or copy the Service;

(j) publish benchmarks or performance comparisons of the Service without our prior written consent, or carry out load or security testing without our written agreement;

(k) resell or sublicense the Service as such, except to the end users of a product you provide under Lite, Starter or another product plan, or under a reseller agreement with us;

(l) violate any applicable law, including sanctions, export control, consumer protection, privacy and intellectual-property laws, or the usage policies of the AI providers that power the Service.

We may investigate suspected violations, cooperate with law enforcement where required, and remove content, disable avatars or suspend accounts, as set out in section 12.

8. Privacy and data protection

8.1 Our Privacy Policy (meshlite.io/legal/privacy-policy) describes how we handle personal data as a controller.

8.2 When we process personal data on your behalf, we act as your data intermediary under the Singapore Personal Data Protection Act 2012 (PDPA) and as your processor under other data protection laws that apply. Our Data Processing Addendum (available on request from [email protected]) then applies and forms part of these Terms.

8.3 You are responsible for:

• providing any notices your end users require;
• obtaining any consents your end users require;
• having a lawful basis for the processing you instruct.

9. Third-party providers

9.1 The Service relies on third-party infrastructure and AI providers. By choosing a configuration (for example a voice or language model), you instruct us to send the data needed for it to the corresponding provider.

9.2 If you connect your own account with a provider (for example Azure OpenAI, ElevenLabs or OpenAI), your use of that provider is governed by your own agreement with it, and you are responsible for its fees, its usage policies and your compliance.

9.3 We are not responsible for the acts, omissions, outages, changes or discontinuation of third-party services. We will use reasonable efforts to inform you and to provide alternatives where available.

10. Service availability and changes

10.1 We aim to keep the Service available and secure, but we do not guarantee any level of availability, capacity or number of simultaneous sessions, except as written in an order form.

10.2 Support. Support is provided by email at [email protected]. We aim to answer within one business day, Monday to Friday except Singapore public holidays, 9:00–18:00 Singapore time (SGT, GMT+8). This is a target, not a contractual service level. Free plans are provided without availability or support commitments. Service levels for order-form customers are set in their order form.

10.3 We may modify or discontinue features, and update the SDK and supported versions. We will give at least 30 days' notice before removing a material feature of a paid plan. You must keep your integration on a supported SDK version.

10.4 Beta or preview features are provided “as is”, without support or liability, may change or end at any time, and are confidential until we make them public.

11. Intellectual property and confidentiality

11.1 The Service, the SDK, the MeshLite engine, catalogue avatars, models, software and documentation, and the MeshLite and Toda Labs names and logos, are owned by Toda Labs or its licensors. These Terms grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription. No other rights are granted.

11.2 Feedback. If you send us suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or obligation to you.

11.3 Customer name. If you buy for an organisation, we may name it and show its logo in our customer lists and marketing materials. We never name individual customers without their consent. You can ask us to stop at any time by writing to [email protected].

11.4 Confidentiality. Each party will keep confidential the other's non-public information received under these Terms (including pricing in order forms, non-public features and security information), use it only to perform these Terms, and protect it with reasonable care. This does not apply to information that is public, already known, independently developed or lawfully received from a third party, or that must be disclosed by law.

12. Suspension and termination

12.1 You may cancel your subscription at any time in the console.

12.2 Suspension. We may suspend all or part of your access, with notice where reasonable and without liability:

• for non-payment or a payment dispute under section 3.7;
• for a suspected breach of sections 5.4, 6 or 7;
• where your use creates a credible risk of harm to others, a security risk, a legal or regulatory risk for Toda Labs, or a risk to the stability of the Service;
• where required by law or by a provider on which the Service depends.

We will restore access once the cause is resolved.

12.3 Termination for breach. We may terminate your access:

• for breach of these Terms that you do not cure within 15 days of notice;
• immediately for serious or repeated breaches of sections 5.4, 6 or 7, fraud, or where required by law.

No refund is due on termination for your breach.

12.4 Termination for convenience. We may terminate a paid subscription for any reason with at least 30 days' notice; we will then refund prepaid fees for the unused period. We may close a Free workspace at any time, including one inactive for six months.

12.5 After termination:

• you have 30 days to reactivate your subscription or export your personality configurations and texts from the console;
• we then delete your Customer Content and custom avatars within 60 days, except where we must retain data by law;
• copies of your data may remain in our encrypted backups for up to 6 months, until those backups are overwritten on their regular schedule. Backups are used only to restore the service after an incident, and never for any other purpose, commercial or otherwise.

12.6 Sections 3 (for amounts due), 4.2, 4.6, 5.4 (consent records), 6.1, 11, 13, 14, 15, 16 and 18 survive termination.

13. Disclaimers

13.1 Except as expressly stated in these Terms, the Service, Outputs and catalogue avatars are provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all implied warranties, conditions and terms, including merchantability, satisfactory quality, fitness for a particular purpose, accuracy and non-infringement.

13.2 We do not warrant that the Service or Outputs will be uninterrupted, timely, secure, error-free, accurate or free of third-party content.

13.3 If a paid feature materially fails to work as described and we cannot fix it within a reasonable time after your notice, you may terminate the affected subscription. We will then refund prepaid fees for the unused period. This is your sole remedy for such a failure.

13.4 Nothing in these Terms excludes or restricts rights that cannot be excluded or restricted by law, including, if you are a consumer, the rights described in section 3.11.

14. Limitation of liability

14.1 To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, business, goodwill, anticipated savings or data, however caused. Toda Labs is not liable for loss arising from your or your end users' reliance on Outputs, or from the acts or omissions of third-party providers.

14.2 Each party's total liability arising out of or in connection with these Terms, in contract, tort (including negligence) or otherwise, is limited to the fees you paid to Toda Labs for the Service in the 12 months before the first event giving rise to liability, or USD 100 if you use the Free plan. This is an aggregate cap: several claims do not increase it.

14.3 These limits do not apply to:

• your payment obligations;
• your obligations under sections 5.4 and 7, your infringement or misuse of our intellectual property, and your indemnity in section 15;
• liability that cannot be limited by law.

14.4 Nothing in these Terms excludes or limits either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under the laws of Singapore, including the Unfair Contract Terms Act 1977. The parties agree that the exclusions and limits in these Terms are reasonable, having regard to the fees paid, the automated nature of AI Outputs and the availability of insurance, and that the fees reflect this allocation of risk.

15. Indemnity

15.1 You will defend, indemnify and hold harmless Toda Labs, its affiliates, officers and employees against any third-party claim, regulatory action, fine, loss, damage and reasonable cost (including legal fees) arising from:

• your Customer Content, including photos, videos or voices uploaded without the consent required by section 5.4;
• claims by any person depicted or imitated by your avatars, including under image, personality, privacy or biometric laws;
• the configuration of your avatars and what they say to your end users, and your use or publication of Outputs;
• your breach of sections 6.2, 7 or 8.3, or of these Terms generally;
• your use of the Service in violation of law or third-party rights.

15.2 We will notify you promptly of a claim, let you control its defence (you may not settle a claim that imposes an obligation on us without our consent), and give you reasonable cooperation at your cost. We may take part with our own counsel at our cost.

15.3 If you are a consumer, section 15.1 applies only to the extent permitted by the law that applies to you, and only for losses caused by your breach of these Terms or your unlawful use of the Service.

16. Governing law and disputes

16.1 These Terms, and any non-contractual obligation arising out of or in connection with them, are governed by the laws of the Republic of Singapore.

16.2 The parties will first try to resolve any dispute amicably for 30 days after written notice of the dispute.

16.3 Arbitration. Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, that is not resolved under section 16.2 shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force. The seat of the arbitration is Singapore. The tribunal consists of one arbitrator. The language of the arbitration is English. The award is final and binding.

16.4 Disputes are resolved on an individual basis only. Neither party may bring or take part in a class, collective or representative proceeding, or consolidate claims of different customers, except with the other party's written consent.

16.5 Nothing prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction, or Toda Labs from bringing a claim for unpaid fees before the courts of Singapore.

16.6 To the extent permitted by law, any claim against Toda Labs must be brought within one year after the claimant became aware, or ought reasonably to have become aware, of the facts giving rise to it.

16.7 Consumers. If you are a consumer:

• the choice of Singapore law does not deprive you of the protection of the mandatory provisions of the law of your country of residence that apply to you;
• instead of arbitration under section 16.3, you may bring a claim before the Small Claims Tribunals of Singapore where they have jurisdiction, or before the courts of your country of residence where its mandatory law allows it;
• sections 16.4 and 16.6 apply only to the extent permitted by that law.

17. Changes to these Terms

17.1 We may update these Terms. For material changes that are adverse to you, we will give at least 30 days' notice by email or in the console. Other changes, and changes required by law, take effect when published.

17.2 If you do not accept a change, you may cancel before it takes effect. Continued use after that date means you accept it.

18. General

18.1 You may not assign or transfer these Terms without our written consent. We may assign them to an affiliate or to a successor in a merger, acquisition or sale of assets.

18.2 If a provision is unenforceable, it is limited to the minimum extent necessary and the rest remains in effect.

18.3 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including failures of cloud, network or AI providers, cyberattacks, power failures, epidemics, governmental action, war or natural disasters. Payment obligations are not excused. If such an event prevents performance for more than 60 days, either party may terminate the affected subscription, and we will refund prepaid fees for the unused period.

18.4 Entire agreement. These Terms, the plan description that applies under section 3.1, the Privacy Policy, the Data Processing Addendum and any order form are the entire agreement between the parties on their subject. You have not relied on any statement not set out in them.

18.5 Third parties. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any of their terms.

18.6 Electronic contracting. You agree to these Terms electronically. Electronic records, including our system logs of your acceptance and of your purchases, are admissible evidence, as provided by the Electronic Transactions Act 2010 of Singapore.

18.7 Notices. We send notices to the email address of your workspace owner or in the console. You send notices to [email protected], or in writing to our registered address.

18.8 Export. You will comply with export control and sanctions laws in using the Service and will not export or provide access to it in breach of them.

18.9 Relationship and waiver. The parties are independent contractors. A failure or delay in exercising a right is not a waiver of it.

18.10 Language. These Terms are written in English. Any translation is for convenience only; the English version prevails.

19. Contact

• Toda Labs Pte. Ltd., UEN 202404160Z, #25-07, 80 Kim Seng Road, Singapore 239426.
• Support: [email protected].
• Privacy: Michele Zheng, Data Protection Officer, [email protected].
• EU and UK representative: [email protected].