Terms of Service

These Terms of Service ("Terms") are a binding agreement between you and Clypse, LLC, a Delaware limited liability company ("Clypse," "we," "our," or "us"), governing your access to and use of our websites, applications, and services (collectively, the "Service").

By accessing or using the Service, creating an account, or clicking to accept these Terms, you agree to be bound by these Terms. If you do not agree to all of these Terms, do not access or use the Service.

PLEASE READ SECTION 13 (DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS ACTION WAIVER) CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS, except where prohibited by applicable law. You may opt out of arbitration within 30 days as described in Section 13.

We may modify these Terms at any time. We will post the updated Terms on this page with a new "Last updated" date and, where required, provide additional notice. Your continued use of the Service after changes take effect constitutes acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Service.

You must be at least 13 years old (or the minimum age of digital consent in your country, which may be higher, for example 16 in parts of the European Economic Area) to use the Service. The Service is not directed to, and may not be used by, children under 13.

• If you are under the age of majority in your jurisdiction (typically 18), you may use the Service only with the involvement and consent of a parent or legal guardian who agrees to be bound by these Terms.
• Paid subscriptions and credit purchases may only be made by a person who is at least 18 years old and legally able to enter into a binding contract, or by a parent or guardian on a minor's behalf.
• You represent and warrant that you meet these requirements, that the information you provide is accurate, and that you are not barred from using the Service under applicable law.
• If you use the Service on behalf of an organization, you represent that you are authorized to bind that organization to these Terms, and "you" refers to that organization.

Clypse is an automated video editing tool. At your request and under your direction, the Service processes video that you choose to submit, including video you direct it to retrieve from supported platforms such as Twitch, YouTube, Kick, or Rumble, and uses automated systems to identify potentially engaging moments and reformat them into short-form clips. Clips are generated automatically by the Service and delivered back to you. Whether, where, and how you publish or share those clips is your decision and your responsibility.

With respect to the content you submit and the clips the Service creates for you, Clypse acts solely as a neutral, automated tool that operates at your direction, comparable to video editing software. We do not select, curate, or endorse the content you choose to process. Any publishing or sharing of your clips occurs only to destinations you connect and at your direction, and you remain the author and publisher of any clip you choose to share. Delivering your finished clips to you, or to the accounts you connect, completes our role.

The Service relies on automated and machine-learning systems and is provided on an evolving basis. We may add, change, suspend, or remove features at any time.

"User Content" means any video, audio, URL, text, or other material you submit to, or direct the Service to retrieve and process.

You represent and warrant that, for all User Content you submit or process, at least one of the following is true:

• You own the copyright to the content, OR
• You have obtained explicit permission from the copyright holder to edit and create derivative works, OR
• Your use qualifies as fair use or is otherwise permitted under applicable law, OR
• The content is in the public domain.

You acknowledge and agree that:

• Clypse cannot and does not verify copyright ownership, permissions, or the rights status of any User Content.
• You are solely responsible for ensuring that your submission, processing, downloading, and use of any clip complies with all applicable laws and third-party rights.
• Unauthorized use of copyrighted material, or use of a person's name, voice, image, or likeness without consent, may result in legal liability for you.
• Platform terms of service (such as Twitch, YouTube, Kick, and Rumble) may impose additional restrictions on downloading, clipping, and reuse, and you are responsible for complying with them.

You grant Clypse a limited, non-exclusive license to host, copy, process, and transmit your User Content solely as necessary to operate the Service for you and to deliver your clips. We do not claim ownership of your User Content or the clips generated for you.

We respect the intellectual property rights of others and expect users of the Service to do the same. We respond to clear notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act ("DMCA").

Notice of infringement. If you believe content processed or stored through the Service infringes your copyright, please send a written notice to our designated Copyright Agent that includes: (1) your physical or electronic signature; (2) identification of the copyrighted work claimed to be infringed; (3) identification of the material claimed to be infringing and information reasonably sufficient to let us locate it (such as a URL); (4) your contact information; (5) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (6) a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf.

Designated Copyright Agent:
Copyright Agent, Clypse, LLC
[Clypse, LLC mailing address on file with the U.S. Copyright Office]
Email: [email protected]

Counter-notification. If your material was removed and you believe it was removed in error or misidentification, you may submit a counter-notification to the Copyright Agent containing the information required by the DMCA.

Repeat infringers. In appropriate circumstances and at our discretion, we will disable or terminate the accounts of users who are the subject of repeated notices of alleged infringement, or who we determine to be repeat infringers. Submitting a materially false notice or counter-notice may expose you to liability for damages.

The Service interoperates with third-party platforms and services. By using Clypse in connection with content from, or to publish to, these platforms, you agree to comply with their terms, including:

• YouTube: the YouTube Terms of Service
• Twitch: the Twitch Terms of Service
• Kick: the Kick Terms of Service

You are solely responsible for understanding and complying with all applicable platform terms regarding access, downloading, derivative works, posting, and monetization. We are not responsible for the availability, policies, or actions of any third-party platform, and the names and marks of these platforms belong to their respective owners. Clypse is not affiliated with, endorsed by, or sponsored by Twitch, YouTube, Kick, Rumble, TikTok, or any other platform.

You agree NOT to use the Service to:

• Process or use content you do not have the rights to use;
• Use any person's name, voice, image, or likeness in a manner that violates their rights;
• Create or distribute content that is illegal, harmful, threatening, abusive, harassing, defamatory, or obscene;
• Impersonate any person or entity or misrepresent your affiliation;
• Circumvent, disable, or interfere with security, rate-limiting, or technological protection measures;
• Interfere with, disrupt, or place undue load on the Service or its infrastructure;
• Access the Service through automated means except as expressly permitted;
• Resell, sublicense, or redistribute the Service without our authorization;
• Process content depicting minors in any sexual or otherwise inappropriate context;
• Violate any applicable law or third-party right.

We may investigate and take any action we deem appropriate for a violation, including removing content and suspending or terminating accounts.

We may suspend or terminate your access to the Service at any time, with or without notice, for any reason, including, but not limited to:

• Violation of these Terms;
• Actual or alleged infringement or other third-party-rights claims;
• Fraudulent, abusive, or unlawful activity;
• Conduct that risks harm to other users, third parties, or us;
• Request by law enforcement or a government agency;
• Extended inactivity, or discontinuation of the Service.

You may stop using the Service at any time. Upon termination, your right to use the Service ceases immediately. We may delete your account data in accordance with our Privacy Policy. Sections that by their nature should survive termination (including Sections 4, 5, 7, 9 through 16) will survive.

Certain features require a paid subscription or the purchase of credits. Payment is processed by our third-party payment processor; by providing payment information, you authorize us and our processor to charge the applicable fees.

Automatic renewal. Paid subscriptions are billed in advance on a recurring basis (for example, monthly or annually, depending on the plan you select) and automatically renew for successive periods at the then-current price until you cancel. By purchasing a subscription, you provide express consent to these recurring charges. The price and billing frequency are disclosed to you at the time of purchase.

• You may cancel at any time from your account settings or billing portal; cancellation takes effect at the end of the current billing period, and you retain access until then.
• We will provide any renewal or price-change notices required by applicable law. We may change pricing on a prospective basis with at least 30 days' notice; changes do not affect the period you have already paid for.
• Except where required by law, payments are non-refundable, and one-time credit purchases are non-refundable once any credits have been used.
• Failed or reversed payments may result in suspension or downgrade of your account.
• If you are a consumer in the EEA or UK, you may have a statutory right to withdraw within 14 days of purchase; by requesting immediate access to digital content you may acknowledge that this right is lost once performance begins, to the extent permitted by law.

To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless Clypse, LLC, its officers, directors, members, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your access to or use of the Service;
• Your User Content and any clip you create, download, publish, or distribute;
• Your violation of these Terms or any applicable law;
• Your violation of any third-party right, including intellectual property, privacy, publicity, or platform-terms rights;
• Any claim that content you submitted or processed infringes or misappropriates the rights of any third party.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with us. This obligation survives termination.

THE SERVICE AND ALL CONTENT AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that:

• The Service will be uninterrupted, timely, secure, or error-free;
• Output, clip selection, captions, or transcriptions will be accurate, complete, or reliable;
• The Service will meet your requirements or expectations;
• Any errors will be corrected.

We make no guarantee regarding processing quality, the suitability of any clip, audience response, views, virality, monetization, or any other outcome. You are responsible for reviewing output before use. Some jurisdictions do not allow certain warranty exclusions, so some of the above may not apply to you.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLYPSE, LLC AND ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, or for any loss of profits, revenue, data, goodwill, or business interruption, or the cost of substitute services, arising from or related to your use of, or inability to use, the Service, even if advised of the possibility of such damages.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limitations apply regardless of the theory of liability and even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you; in such cases our liability is limited to the smallest amount permitted by law.

Please read this Section carefully. It affects your legal rights. This Section is governed by the Federal Arbitration Act. It does not apply to the extent prohibited by applicable law.

Informal resolution first. Before starting an arbitration, you and we agree to try to resolve any dispute informally for at least 60 days after written notice of the dispute is sent to [email protected] (or to you at your account email).

Binding individual arbitration. If the dispute is not resolved, you and we agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its applicable Consumer Arbitration Rules, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

Class action and jury waiver. You and we agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any class or representative proceeding. YOU AND WE WAIVE ANY RIGHT TO A JURY TRIAL.

Exceptions. Either party may (1) bring an individual claim in small-claims court, and (2) seek injunctive or other equitable relief in court to stop actual or threatened infringement, misappropriation, or violation of intellectual-property or proprietary rights, or breach of the Acceptable Use Policy.

30-day opt-out. You may opt out of this arbitration agreement within 30 days of first accepting these Terms by emailing [email protected] with your name and account email and a clear statement that you opt out of arbitration. Opting out does not affect any other part of these Terms.

Coordinated filings. If 25 or more similar arbitration demands are filed by or with the assistance of the same or coordinated counsel, the parties agree they may be administered in batches to promote efficiency, as permitted by the AAA rules.

Severability. If the class-action waiver is found unenforceable as to a particular claim or request for relief, that claim or request will proceed in court, but the rest of this Section will remain in effect. If the entire arbitration agreement is found unenforceable, any dispute will be resolved in the courts identified in Section 14.

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law rules. Subject to Section 13, any dispute not subject to arbitration will be resolved exclusively in the state or federal courts located in Delaware, and you consent to their personal jurisdiction and venue. Nothing in these Terms limits any mandatory consumer-protection rights you may have under the laws of your country of residence.

• Entire agreement. These Terms and our Privacy Policy are the entire agreement between you and us regarding the Service and supersede prior agreements on that subject.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be enforced to the maximum extent permitted.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms, including in connection with a merger, acquisition, or sale of assets.
• Force majeure. We are not liable for any delay or failure to perform due to causes beyond our reasonable control.
• Notices. We may provide notices to you by email or by posting in the Service. You may contact us as set out in Section 16.
• Headings. Section headings are for convenience only and do not affect interpretation.

For questions about these Terms, contact us at [email protected].

Clypse, LLC (Delaware, United States)