1. Acceptance of Terms

By accessing, browsing, or using Cliprise (the "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms") and our Privacy Policy. If you do not agree to these Terms, you must immediately discontinue use of the Service. These Terms constitute a legally binding agreement between you and Cliprise Inc. ("Cliprise," "we," "our," or "us").

We reserve the right to update, modify, or replace these Terms at any time at our sole discretion. It is your responsibility to review these Terms periodically. Your continued use of the Service following any changes constitutes acceptance of those changes.

2. Description of Service

Cliprise provides AI-powered creative tools and services for generating, editing, and managing visual content including images, videos, audio, and related media ("Generated Content"). Our Service integrates multiple third-party AI models and proprietary technologies to deliver professional-grade creative outputs.

We reserve the right to modify, suspend, discontinue, or restrict access to any aspect of the Service at any time, with or without notice, for any reason, including but not limited to maintenance, updates, security concerns, or changes to our business model. We are not liable for any modification, suspension, or discontinuation of the Service.

3. Eligibility and Account Registration

3.1 Eligibility Requirements

To use the Service, you must: (a) be at least 13 years of age, or the minimum age required in your jurisdiction to consent to use the Service; (b) have the legal capacity to enter into these Terms; (c) not be prohibited from accessing the Service under the laws of your jurisdiction or applicable export control laws; and (d) comply with all applicable local, state, national, and international laws.

3.2 Account Requirements

• You must provide accurate, current, and complete information during registration and maintain the accuracy of such information throughout your use of the Service.
• You are solely responsible for maintaining the confidentiality and security of your account credentials. You agree to immediately notify us of any unauthorized use of your account.
• You are responsible for all activities that occur under your account, whether or not authorized by you.
• One individual or legal entity may not maintain more than one free account. Multiple free accounts may result in suspension or termination of all associated accounts.
• Accounts are non-transferable and may not be sold, traded, or transferred to another party without our prior written consent.

4. Acceptable Use Policy

4.1 Prohibited Activities

You agree that you will not, and will not permit others to:

• Use the Service for any unlawful purpose or in violation of any local, state, national, or international law or regulation;
• Generate, upload, transmit, or distribute content that infringes any third party's intellectual property rights, including but not limited to copyrights, trademarks, patents, or trade secrets;
• Create, generate, or distribute content that is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, or racially, ethnically, or otherwise objectionable;
• Generate or attempt to generate content depicting minors in any explicit, suggestive, or inappropriate manner;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any software or algorithms underlying the Service;
• Circumvent, disable, or interfere with security-related features or features that prevent or restrict use or copying of any content;
• Use any automated system, including "robots," "spiders," or "offline readers," to access the Service except through our officially documented API;
• Resell, sublicense, redistribute, or provide access to the Service to third parties without express written authorization;
• Engage in any activity that could damage, disable, overburden, or impair the Service or interfere with any other party's use of the Service;
• Attempt to gain unauthorized access to any portion of the Service, other accounts, computer systems, or networks connected to the Service;
• Use the Service to transmit viruses, malware, or any other malicious code;
• Impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity;
• Use the Service to generate content for political campaigns, voter suppression, or election manipulation;
• Train, develop, or improve any competing AI model or service using outputs from our Service without express written permission.

4.2 Content Moderation

We employ automated and manual content moderation systems to detect and prevent prohibited uses. We reserve the right, but not the obligation, to monitor, review, and remove any content at our discretion. Repeated violations may result in account suspension or termination.

5. Content Ownership, Licensing, and Usage Rights

5.1 Your Input Content

You retain all ownership rights to text prompts, source images, reference materials, and other content you provide to the Service ("Input Content"). By submitting Input Content, you grant Cliprise a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform such Input Content solely as necessary to provide, maintain, develop, and improve the Service.

5.2 Generated Content - Paid Subscription Plans

Ownership: Subject to your compliance with these Terms and payment of all applicable fees, Cliprise assigns to you all right, title, and interest, including all intellectual property rights, in and to content you generate using a paid subscription plan ("Paid Generated Content"), to the extent permissible by law and subject to the underlying AI model providers' terms.

Privacy Controls: Paid subscribers have the ability to mark Generated Content as private. Private content will not be displayed publicly or used for promotional purposes, except as required by law or with your explicit consent.

License Grant to Cliprise: Even for Paid Generated Content, you grant Cliprise a limited, non-exclusive, royalty-free license to: (a) host, store, and transmit your content as necessary to provide the Service; (b) create backups and ensure redundancy; and (c) aggregate anonymized usage statistics and metadata for analytics and improvement purposes.

5.3 Generated Content - Free Plan

License and Ownership: For content generated using a free plan subscription ("Free Generated Content"), Cliprise retains ownership of all intellectual property rights. However, we grant you a worldwide, non-exclusive, royalty-free license to use, reproduce, distribute, and display such Free Generated Content, subject to the following conditions and restrictions:

• Public Visibility: Free Generated Content may be publicly visible by default and accessible to other users of the Service and the general public. By using the free plan, you explicitly acknowledge and consent to the public display of your Free Generated Content.
• Attribution Requirement: Commercial use of Free Generated Content requires clear and conspicuous attribution to Cliprise (e.g., "Generated with Cliprise" or "Powered by Cliprise") in a manner reasonably visible to end users.
• Platform Usage Rights: You grant Cliprise an irrevocable, perpetual, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly display, and publicly perform your Free Generated Content for any purpose, including but not limited to:
  • Promotional and marketing materials, including social media, advertisements, and case studies;
  • Training, developing, testing, and improving AI models and algorithms;
  • Showcasing the capabilities of the Service in galleries, portfolios, or demo environments;
  • Research and development purposes;
  • Any other commercial or non-commercial purpose at our sole discretion.
• No Compensation: You acknowledge that you will not receive any compensation, royalties, or attribution for our use of your Free Generated Content, except as required by applicable law.

Upgrade Rights: If you upgrade from a free plan to a paid plan, content generated after the upgrade will be subject to Section 5.2. Content generated prior to the upgrade remains subject to the terms of Section 5.3.

5.4 Third-Party Content and Model Limitations

The Service integrates multiple third-party AI models (e.g., Google Veo, OpenAI Sora, Kling, Imagen, etc.). Your rights to Generated Content may be further limited by the terms of service of these underlying providers. You are responsible for reviewing and complying with all applicable third-party terms. Cliprise makes no representations or warranties regarding your rights to Generated Content beyond what is explicitly stated in these Terms.

5.5 Content Guidelines and Compliance

All Generated Content must comply with our Content Policy, these Terms, and all applicable laws. We reserve the right to remove any content that violates our policies, infringes third-party rights, or is otherwise objectionable at our sole discretion. Repeated violations may result in account suspension or termination without refund.

5.6 DMCA and Copyright Infringement

If you believe content on our Service infringes your copyright, please submit a DMCA notice to legal@cliprise.app with: (a) identification of the copyrighted work; (b) identification of the infringing material; (c) your contact information; (d) a statement of good faith belief; and (e) a statement of accuracy under penalty of perjury.

6. Payment Terms, Billing, and Refunds

6.1 Subscription Plans

Cliprise offers various subscription plans with different features, credit allocations, and pricing. Current pricing and plan details are available at cliprise.app/pricing. All fees are in U.S. dollars unless otherwise specified.

6.2 Billing and Automatic Renewal

• Subscription fees are billed in advance on a monthly or annual basis, depending on your selected plan.
• By subscribing, you authorize Cliprise and our payment processors to automatically charge your designated payment method for all applicable fees.
• Subscriptions automatically renew at the end of each billing period unless you cancel prior to the renewal date.
• You are responsible for maintaining valid and up-to-date payment information. Failure to maintain valid payment information may result in service interruption or account suspension.

6.3 Price Changes

We reserve the right to modify subscription pricing at any time. Price changes for existing subscribers will take effect upon the start of the next billing cycle following at least 30 days' notice via email or through the Service. Your continued use of the Service after a price change constitutes acceptance of the new pricing.

6.4 Refund Policy

General Policy: All subscription fees and credit purchases are non-refundable except as expressly stated below or as required by applicable law. Refunds are issued at our sole discretion on a case-by-case basis.

Exceptions: We may provide refunds in the following circumstances: (a) technical issues preventing access to the Service for more than 72 consecutive hours due to our fault; (b) duplicate charges due to payment processing errors; or (c) as required by applicable consumer protection laws in your jurisdiction.

Refund Requests: To request a refund, contact support@cliprise.app within 7 days of the charge with a detailed explanation. Approved refunds will be issued to the original payment method within 10-14 business days.

6.5 Cancellation

You may cancel your subscription at any time through your account settings or by contacting support. Cancellations take effect at the end of the current billing period. You will retain access to paid features until the end of your billing period, after which your account will revert to the free plan. No partial refunds will be issued for unused time in a billing period.

6.6 Taxes

All fees exclude applicable taxes (e.g., VAT, GST, sales tax). You are responsible for all applicable taxes based on your billing address. Taxes will be calculated and added at checkout based on your location.

7. Credits, Usage Limits, and Fair Use

7.1 Credit System

Our Service operates on a credit-based system. Credits are consumed when you generate, edit, or process content. Credit costs vary based on the AI model, resolution, duration, and complexity of the generation. Current credit costs are displayed at cliprise.app/pricing and within the Service before generation.

7.2 Credit Allocation and Rollover

• Monthly Plans: Credits are allocated at the start of each billing cycle. Unused monthly credits do not roll over to the next billing period.
• Top-Up Credits: Credits purchased separately ("Top-Up Credits") do not expire and remain available as long as your account is active and in good standing.
• Free Plan: Daily credits reset every 24 hours and do not accumulate.

7.3 Fair Use and Rate Limits

We may implement rate limits, usage caps, or other restrictions to prevent abuse, ensure fair access, and maintain service quality. Excessive or abusive usage patterns, including but not limited to automated bulk generation, may result in temporary throttling, account suspension, or termination without refund.

7.4 Credit Adjustments

We reserve the right to adjust credit allocations, costs, and usage limits at any time with reasonable notice. Credit adjustments for existing subscribers will generally take effect at the start of the next billing cycle.

8. Account Termination, Suspension, and Data Retention

8.1 Termination by You

You may terminate your account at any time by navigating to your account settings and selecting "Delete Account," or by contacting support@cliprise.app. Upon termination: (a) your access to the Service will cease immediately or at the end of your billing period, depending on your plan; (b) all subscription fees paid are non-refundable; and (c) your data will be handled in accordance with Section 8.4.

8.2 Termination or Suspension by Cliprise

We reserve the right to suspend, restrict, or terminate your account and access to the Service, with or without notice, for any reason, including but not limited to:

• Violation of these Terms, our Acceptable Use Policy, or Content Guidelines;
• Fraudulent, abusive, or illegal activity;
• Non-payment of fees or chargebacks;
• Prolonged inactivity (accounts inactive for more than 24 months may be deleted);
• Protecting the security, integrity, or availability of the Service;
• Compliance with legal obligations, court orders, or government requests;
• At our sole discretion for any other reason.

In the event of termination for cause (e.g., Terms violation), you will not be entitled to any refund of fees paid, and any outstanding balances become immediately due.

8.3 Effect of Termination

Upon termination or expiration of your account: (a) your right to access and use the Service immediately ceases; (b) we may delete your account data, including Generated Content, in accordance with our data retention policies; (c) any licenses granted to you under these Terms terminate, except for licenses that are irrevocable or perpetual; and (d) any provisions of these Terms that by their nature should survive termination will survive, including Sections 5 (Content Ownership), 6 (Payment Terms), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), and 12 (Indemnification).

8.4 Data Retention and Deletion

Following account termination, we will retain your data for a period necessary to: (a) comply with legal obligations, including tax and accounting requirements; (b) resolve disputes and enforce agreements; (c) maintain security and prevent fraud; and (d) fulfill any other legitimate business purposes. Typically, personal data is deleted within 90 days of account termination, though some data may be retained longer as required by law or for legitimate business interests. Anonymized and aggregated data may be retained indefinitely. For more information, see our Privacy Policy.

9. API Access and Developer Terms

API access is available exclusively for Business and Enterprise plan subscribers. API usage is subject to additional terms, documentation, and usage limits. By using our API, you agree to:

• Comply with all API documentation, rate limits, and usage guidelines;
• Not abuse, overload, or attempt to gain unauthorized access to the API;
• Not use the API to develop competing AI services or train competing models;
• Maintain the security and confidentiality of your API keys;
• Comply with all applicable third-party AI provider terms.

We reserve the right to revoke API access, modify rate limits, or impose usage restrictions at any time. API abuse may result in immediate suspension or termination without refund.

10. Intellectual Property Rights

The Service, including its software, algorithms, user interface, design, trademarks, logos, and all related intellectual property, is owned by Cliprise or our licensors and is protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Except for the limited licenses granted in these Terms, no right, title, or interest in any intellectual property is transferred to you. You may not copy, modify, distribute, sell, lease, or reverse engineer any portion of the Service without our express written consent.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Without limiting the foregoing, Cliprise does not warrant that:

• The Service will meet your requirements or expectations;
• The Service will be uninterrupted, timely, secure, or error-free;
• The quality, accuracy, reliability, or appropriateness of any Generated Content will meet your needs;
• Any errors or defects in the Service will be corrected;
• The Service is free from viruses, malware, or other harmful components.

You acknowledge that AI-generated content is probabilistic and may contain inaccuracies, biases, or errors. You are solely responsible for evaluating the accuracy, quality, and appropriateness of any Generated Content before use.

Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. You may have additional rights under applicable law.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLIPRISE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF CLIPRISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL CLIPRISE'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO CLIPRISE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) $100 USD.

THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN CLIPRISE AND YOU. CLIPRISE WOULD NOT BE ABLE TO PROVIDE THE SERVICE WITHOUT SUCH LIMITATIONS.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.

13. Indemnification

You agree to indemnify, defend, and hold harmless Cliprise, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or related to:

• Your use or misuse of the Service;
• Your violation of these Terms or any applicable law or regulation;
• Your Input Content or Generated Content, including any infringement of third-party intellectual property rights;
• Your breach of any representation or warranty contained in these Terms;
• Any third-party claim arising from your use of the Service or Generated Content.

Cliprise reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate in asserting any available defenses.

14. Dispute Resolution and Arbitration

14.1 Informal Resolution

Before initiating any formal dispute resolution, you agree to first contact us at legal@cliprise.app to attempt to resolve the dispute informally. We will attempt to resolve disputes in good faith within 30 days.

14.2 Binding Arbitration

If informal resolution is unsuccessful, any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted in English in San Francisco, California, or remotely via video conference. Judgment on the arbitration award may be entered in any court having jurisdiction.

14.3 Class Action Waiver

YOU AND CLIPRISE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND CLIPRISE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

14.4 Exceptions

Either party may bring a lawsuit in court solely for injunctive relief to stop unauthorized use or abuse of the Service or infringement of intellectual property rights without first engaging in arbitration or the informal dispute resolution process.

15. Governing Law and Jurisdiction

These Terms and any dispute arising out of or related to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. To the extent arbitration does not apply, you agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in San Francisco, California.

16. International Use and Export Compliance

The Service is controlled and operated from the United States. If you access the Service from outside the United States, you are responsible for compliance with all local laws. You may not use or export any content from the Service in violation of U.S. export laws and regulations, including but not limited to the Export Administration Regulations (EAR) and trade sanctions administered by the Office of Foreign Assets Control (OFAC).

17. Modifications to the Service and Terms

We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice, for any reason. We may also update these Terms from time to time. Material changes will be communicated via email or through prominent notice on the Service at least 30 days prior to taking effect, unless changes are required for legal or security reasons. Your continued use of the Service after such changes constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service and may terminate your account.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional terms applicable to specific features of the Service, constitute the entire agreement between you and Cliprise and supersede all prior agreements, understandings, and communications, whether written or oral.

18.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be reformed to the extent necessary to make it valid and enforceable.

18.3 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

18.4 Assignment

You may not assign or transfer these Terms or your rights hereunder, in whole or in part, without our prior written consent. We may assign these Terms, in whole or in part, to any party at any time without notice or consent. Any attempted assignment in violation of this section is void.

18.5 Force Majeure

Cliprise will not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, internet or telecommunications failures, or failures of third-party service providers.

18.6 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights except as expressly stated herein.

18.7 Language

These Terms are drafted in English. Any translation is provided for convenience only. In the event of any conflict between the English version and a translated version, the English version shall prevail.

19. Contact Information

For questions, concerns, or notices regarding these Terms of Service, please contact us at: