Oh.Fun - Terms of Service

Effective date: 7 October 2025

Entity & Contact. Oh.Fun is operated by Utility3 Ltd (company number 14000143), registered address 9th Floor, 107 Cheapside, London, United Kingdom, EC2V 6DN ("Oh", "we", "us"). For any questions about these Terms or our Privacy Policy, email hello@oh.xyz.

Governing Law. These Terms are governed by the laws of England and Wales. You and we agree to the exclusive jurisdiction of the courts of England and Wales, subject to the Dispute Resolution section below.

Incorporated Policies. The following documents are incorporated by reference and form part of these Terms: Acceptable Use Policy (AUP), IP/DMCA Policy, Cookie Policy, and Transparency & Notice Policy (each defined below).

1. What We Do

1.1 Oh.Fun portal. Oh.Fun enables (a) Creators to create and manage AI Digital Twins of themselves; and (b) Character Owners to create and manage fictional AI characters (collectively, Characters). Oh’s technology uses training data you provide (e.g., imagery, voice recordings) to generate an AI representation.

1.2 Distribution. Characters created in Oh.Fun may be published on OhChat (our consumer platform) and, via our API, may also be distributed to partner sites for users to interact with those Characters.

1.3 Separate creator agreement. Creators who create a Digital Twin must enter into a separate Creator/Digital Twin Agreement which governs revenue share, likeness rights, and other commercial terms. If there is any conflict between that agreement and these Terms, the Creator/Digital Twin Agreement prevails for those subjects.

2. Eligibility & Accounts

2.1 Adults only. You must be at least the age of legal majority in your location (generally 18+) to use Oh.Fun.

2.2 Verification. (a) Creators/Digital Twins must complete identity and age verification through our approved third‑party provider before uploading training data, to ensure you are who you claim to be and that the content provided is of you. (b) Character Owners creating fictional Characters will undergo age verification through our approved third‑party provider. We do not directly process or store your verification documents.

2.3 Account security. You are responsible for safeguarding your account credentials and for any activity under your account. Notify us promptly of any suspected compromise.

3. Roles & Monetisation

3.1 Creators (Digital Twins). Subject to the Creator/Digital Twin Agreement, Creators receive 80% of net revenue from their Digital Twin’s activity on OhChat and permitted distributions. Net revenue means total receipts from end‑users less the costs of generating content and third‑party platform/processing fees. Payouts are made monthly to eligible Creators as set out in the Creator/Digital Twin Agreement.

3.2 Character Owners (Fictional Characters). Character Owners may receive a revenue share of monies generated by their fictional Characters on OhChat and permitted distributions, as we may communicate within the Oh.Fun dashboard from time to time. We may offset the one‑off Character creation cost and other agreed fees against earnings before any payout.

3.3 Referrers. If you refer a Creator who successfully onboards a Digital Twin, you will receive 5% of net revenue for life from that Digital Twin, measured and paid monthly via the Oh.Fun dashboard. We may disclose limited performance and earnings information for the referred Digital Twin to the Referrer within the portal for transparency and payout calculation.

3.4 No transfers/marketplace. At this time, users may not transfer or sell Characters or their ownership, and may not tokenise Characters.

4. Payments & Fees

4.1 Processors. All payments are handled by one or more third‑party payment processors (for fiat and/or crypto). We do not store full payment instrument details. Your use of a processor may be subject to its own terms. USD is our primary operating currency, though other currencies may be supported.

4.2 Character creation fees. Oh may charge a one‑off fee for creating a Digital Twin or fictional Character. Initially, this may be deducted from earnings before payout rather than charged upfront. We will disclose applicable fees in the Oh.Fun dashboard.

4.3 Content generation in Oh.Fun. Tools that let you generate promotional content outside OhChat may be priced on a pay‑per‑use or subscription basis. Pricing and limits will be shown in the portal; we may modify them on notice.

4.4 Taxes. Where applicable, we will calculate and remit VAT/GST/sales taxes on fees charged by us. You are responsible for your own taxes on earnings, and we may withhold taxes or require tax information as required by law.

4.5 Refunds & disputes. Because creation fees are offset against earnings and Character creation involves significant compute and services, fees are non‑refundable unless required by law. For end‑user subscription/refund matters on OhChat, the OhChat terms govern.

4.6 Chargebacks & set‑off. If we face chargebacks, refunds, fraud, or platform penalties related to your Character or account, we may set off those amounts against your present and future earnings, hold payouts, require additional verification, and suspend features or access pending resolution.

5. Acceptable Use & Safety

5.1 Prohibited content. You may not use Oh.Fun (or cause your Character to be used) for illegal or harmful content, including without limitation: content involving minors, non‑consensual acts, sexual violence, incest, bestiality, trafficking, revenge porn, or any content that violates applicable laws or third‑party rights.

5.2 Impersonation & likeness. No impersonation of real persons without documented consent. Creators must verify identity before uploading any personal training data. Fictional Characters must not mislead users into believing they represent a real individual.

5.3 UGC scope. Oh.Fun and downstream services may involve text, images, audio, video, livestream/cams, prompts, profiles, comments and messages. You are responsible for your inputs and outputs.

5.4 Moderation. We use automated systems and human review to detect abuse and safety risks. Breaches may lead to warnings, suspension, or permanent bans. You may appeal certain enforcement actions via support.

5.5 Reporting. Users can report issues through our in‑product Gleap reporting flow or by emailing hello@oh.xyz.

5.6 Repeat infringers. Accounts repeatedly infringing IP rights or these Terms may be terminated. We typically consider three substantiated infringements within 12 months to indicate a repeat infringer, but we reserve the right to suspend or permanently ban immediately for severe violations (e.g., child sexual abuse material, trafficking, credible threats, large‑scale fraud).

5.7 Jurisdictional restrictions. You may not use the Services if you are located in, or are a resident of, any jurisdiction subject to comprehensive embargoes or sanctions (e.g., as designated by UK, EU, or US authorities), or if you are on any government sanctions list. You must comply with export control and sanctions laws applicable to you and the Services.

5.8 AUP. Further requirements and examples are set out in our Acceptable Use Policy, which is incorporated into these Terms.

6. AI‑Specific Notices

6.1 AI‑generated content. Outputs are AI‑generated. We strive for quality but do not guarantee accuracy, safety, or suitability. Hallucinations and unexpected content may occur. Do not rely on outputs as facts or advice.

6.2 Safety rails. We implement guardrails to prevent illegal or harmful outputs. Attempts to bypass safety measures are prohibited.

6.3 Use for model improvement. We may use prompts/inputs, outputs, and interaction metadata to develop and improve our models and Services. We aim to process such data in a manner that is aggregated, de‑identified or anonymised where feasible. See the Privacy Policy for details, including how to opt out where legally required or technically feasible.

6.4 Human review. Human review may occur for trust & safety, debugging, or abuse investigation.

6.5 Automated decisions. We may use automated systems to detect fraud, spam, safety risks, and policy violations. You may contact us to contest certain automated decisions as described in the Privacy Policy.

7. Intellectual Property

7.1 Ownership of Characters.

7.2 Ownership of outputs. Subject to applicable law and these Terms, Oh owns the AI‑generated outputs produced by our models and systems, and grants you a limited licence to access, use, and share such outputs for lawful purposes, including promoting your Character, in accordance with these Terms and any dashboard‑displayed limits.

7.3 Your licence to Oh. You grant Oh a worldwide, non‑exclusive, royalty‑free licence to host, reproduce, adapt, publish, display, perform, and distribute: (a) your training data and other content you submit, solely to operate Oh.Fun, create and maintain your Character, distribute your Character on OhChat and partner sites, promote your Character and the Services, and ensure safety; and (b) your feedback about the Services for any purpose. This licence lasts for the duration of your use plus a reasonable period thereafter to wind down operations and backups.

7.4 Third‑party IP. You must not upload or use any content that infringes third‑party rights (including copyright, privacy, and publicity rights). You warrant that you have all necessary rights to upload and use your content for Character creation and distribution. You indemnify us against claims arising from your violation of third‑party rights.

7.5 Takedown policy. We operate a notice‑and‑takedown process for alleged infringements (see Section 10). We may remove or disable access to content and suspend accounts where appropriate.

8. Service Rules & Availability

8.1 Availability. The Services are provided without uptime guarantees. Maintenance or updates may cause temporary outages.

8.2 Beta features. Features labelled beta, preview or similar are provided as‑is, may be unstable or change without notice, and may be discontinued.

8.3 Third‑party services. The Services may link to or integrate with third‑party sites, SDKs, or services. We are not responsible for them and they may be governed by their own terms and privacy policies.

8.4 Automated access. You may not scrape, crawl, or harvest the Services, or attempt to circumvent technical protections. API access (where applicable) is governed by separate API terms.

9. Account Actions, Suspension & Termination

9.1 Our rights. We may suspend or terminate your access (in whole or part) if you breach these Terms, violate law, pose risk, fail verification, or if required by a partner or regulator. We may also remove content in our discretion.

9.2 Your rights. You may request account deletion at any time (see Privacy Policy). Upon termination or deletion, we will delete your data from active systems, subject to (a) legal retention, (b) safety and fraud prevention, and (c) backups retained for a limited period.

9.3 Reactivation. Reactivation is at our discretion.

10. IP Notices, DMCA & Legal Requests

10.1 Notice of claimed infringement. If you believe content infringes your rights, notify us at hello@oh.xyz with: (a) identification of the content; (b) your contact details; (c) a statement of rights ownership and good‑faith belief; and (d) your signature. We may share your notice with the user.

10.2 Counter‑notice & repeat infringers. We may accept counter‑notices where appropriate and may terminate repeat infringers as stated in 5.6.

10.3 IP/DMCA Policy. Our detailed IP/DMCA Policy (incorporated by reference) explains notice requirements, counter‑notice, and repeat‑infringer handling.

10.4 Law enforcement and legal requests. We may respond to lawful requests as required.

11. Disclaimers

11.1 No professional advice. Outputs and content are for entertainment and promotional purposes only and do not constitute advice.

11.2 As‑is service. The Services are provided “as is” and “as available” without warranties of any kind, express or implied.

12. Limitation of Liability

12.1 To the maximum extent permitted by law, Oh and its affiliates will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenues, or data loss, even if advised of the possibility.

12.2 Our total liability for all claims arising out of or relating to the Services in any 12‑month period is limited to the greater of: (a) the amounts you paid to us in that period for the Services giving rise to the claim; or (b) £100.

12.3 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or other liability that cannot be limited by law.

13. Indemnity

You will defend, indemnify and hold harmless Oh, its affiliates, officers, directors, employees and agents from and against any claims, liabilities, damages, losses and expenses (including legal fees) arising from or related to: (a) your content; (b) your use of the Services; (c) your violation of these Terms or law; or (d) your infringement of any rights of a third party.

14. Changes to the Services & Terms

We may modify the Services and these Terms from time to time. We will notify you by email and/or in‑product of material changes. Changes take effect on the date specified. If you continue using the Services after changes take effect, you accept the updated Terms.

15. Dispute Resolution

Before starting court proceedings, the parties will attempt to resolve disputes through good‑faith discussions for at least 30 days after written notice. If unresolved, disputes shall be brought in the courts of England and Wales. Nothing prevents either party from seeking injunctive or equitable relief at any time.

16. Miscellaneous

16.1 Entire agreement. These Terms, together with any policies referenced and the Creator/Digital Twin Agreement (where applicable), form the entire agreement between you and us.

16.2 Severability. If any provision is unenforceable, the remainder remains in effect.

16.3 Assignment. You may not assign these Terms without our consent. We may assign to an affiliate or in connection with a merger, acquisition or asset sale.

16.4 No waiver. Failure to enforce a provision is not a waiver.

16.5 Notices. We may provide notices via email, in‑product messages, or your account details.