Business Terms of Service

1. Who we are

In these Business Terms, "ClipVision", "Inoue AI", "we", "us" and "our" refer to ClipVision, Ltd., a Delaware C-Corporation with its principal place of business in Barasso (VA), Italy, which operates the Inoue AI product and the website at inoue.app. "Customer", "you" and "your" refer to the legal entity on whose behalf the Services are accessed. "Services" means the Inoue AI hosted platform, websites, application programming interfaces (APIs), SDKs, content-generation tools, scheduling and social-media features, and related documentation.

2. Agreement structure and order of precedence

Your agreement with us is made up of these Business Terms together with the documents below, each of which is incorporated by reference. Where there is a conflict between these documents, the following order of precedence applies (highest first):

1. any signed order form, statement of work or written enterprise agreement between you and us (each, an "Order Form"), but only as to the specific subject matter it expressly addresses;
2. the Data Processing Addendum (the "DPA"), as to the processing of personal data;
3. these Business Terms of Service;
4. the Acceptable Use Policy and the Privacy Policy; and
5. any product documentation, plan descriptions, or usage limits published within the Services.

An Order Form does not amend these Business Terms unless it expressly references the specific section it modifies and is signed by both parties. Pre-printed terms on a purchase order or vendor portal are of no effect.

3. Eligibility, accounts and authorized users

You may use the Services only if you can form a binding contract with us and are not barred from doing so under applicable law (including export-control and sanctions law). The individual accepting these Business Terms represents that they are authorized to bind the Customer.

• "Authorized Users" are the employees, contractors and agents you permit to access the Services under your account, each acting within the scope of your subscription. You are responsible for their acts and omissions as if they were your own.
• You must ensure that account credentials are kept confidential, that access is provisioned and de-provisioned promptly, and that you notify us without undue delay at [email protected] or [email protected] if you suspect unauthorized access.
• You are responsible for configuring roles, organization membership and permissions appropriately, and for the activity that occurs under your account, including any usage that consumes credits.
• We may offer multi-factor authentication and other security controls; where offered, you are responsible for enabling them for your Authorized Users.

4. The Services

Subject to these Business Terms and your payment of the applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term for your internal business purposes. The Services may include, depending on your plan:

• AI image and video generation and editing;
• creation and management of virtual influencer models and identities;
• voice generation, transcription and caption-rendering features;
• content scheduling and publishing to connected social-media accounts;
• organization, team, billing and administrative tooling; and
• programmatic access via our APIs and SDKs.

We continuously improve the Services and may add, change, deprecate or remove features. We will not materially reduce the core functionality of a paid plan during a paid term without giving you reasonable notice; if we do materially and adversely reduce core functionality, your sole remedy is described in the Term and Termination section.

5. Customer Content

5.1 Definition and ownership

"Customer Content" means all data and materials you or your Authorized Users submit to, or generate using, the Services — including prompts and other inputs, uploaded images and media, reference and identity images, model datasets, voice samples, and the images, video, audio, captions, transcripts and other outputs produced for you (the "Outputs"). As between you and us, you own and retain all right, title and interest in and to your Customer Content, including the Outputs, subject to the rights of any third party and to the license you grant us below.

5.2 License you grant us

You grant us a worldwide, royalty-free license to host, store, transmit, reproduce, process, transcode, display and otherwise use Customer Content solely to the extent necessary to (a) provide, secure, maintain and support the Services for you, (b) carry out the specific operations you request (for example, sending a prompt to a generation provider, rendering captions, or publishing scheduled content to a social account you connect), and (c) comply with law and enforce our policies. This license exists only for as long as your Customer Content remains in the Services and ends as described in the Term and Termination and Data Privacy sections, except for residual copies retained in routine backups or as required by law.

5.3 Outputs

Generative AI is probabilistic. Given the nature of the technology, Outputs may not be unique, and similar or identical outputs may be generated for you or for other users from similar inputs. We make no representation that Outputs are original, non-infringing, accurate or fit for any particular purpose, and you are responsible for reviewing Outputs and for your use of them, including any required disclosures that content is AI-generated.

5.4 Likeness, identity and your representations

You represent and warrant that you have all rights, consents, licenses and permissions necessary for your Customer Content and your use of the Services, and that your Customer Content and Outputs do not and will not infringe, misappropriate or violate any third party's intellectual property, privacy, publicity or other rights, or any law.

6. No training on Customer Content

We may generate and use aggregated, de-identified statistics and operational telemetry (for example, error rates, request volumes and performance metrics) to operate, secure and improve the Services, provided that such data does not identify you, your Authorized Users, or any individual and is not derived from the substantive content of your prompts, uploads or Outputs.

7. Acceptable use and restrictions

Your use of the Services must comply at all times with our Acceptable Use Policy, which is incorporated by reference and prohibits, among other things, the creation of child sexual abuse material, non-consensual intimate or deceptive “deepfake” imagery, harassment, and other illegal or abusive content. In addition, you and your Authorized Users will not:

• reverse engineer, decompile or disassemble the Services, or attempt to derive source code or underlying models, except to the extent this restriction is prohibited by applicable law;
• circumvent or exceed usage, rate or credit limits, or interfere with the integrity, security or performance of the Services;
• use the Services to build or train a competing AI model or service, or to benchmark for the purpose of building a competing product;
• resell, sublicense, time-share or provide the Services to third parties as a service bureau, except as expressly permitted in an Order Form;
• scrape, crawl or harvest data from the Services other than through documented APIs and within their published limits; or
• remove, obscure or alter any proprietary notices.

8. Data privacy and protection

To the extent we process personal data contained in Customer Content on your behalf, we act as your processor (or, where applicable, sub-processor) and you act as the controller. That processing is governed by our Data Processing Addendum, which is incorporated into and forms part of these Business Terms and prevails over them with respect to the processing of personal data. Our handling of personal data for which we are the controller (such as your account and billing data) is described in our Privacy Policy.

User-generated media is stored at rest in the European Union (DigitalOcean Spaces, London region). Some generation, voice, transcription, email and error-monitoring sub-processors are located outside the EEA; where personal data is transferred internationally, we rely on Standard Contractual Clauses or another lawful transfer mechanism as described in the DPA. The DPA's Annexes list our sub-processors, and we provide notice of, and an opportunity to object to, changes to that list as set out in the DPA.

9. Confidentiality

9.1 Confidential Information

"Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including the terms of any Order Form, product roadmaps, security information, and the Discloser’s non-public business and technical information. Customer Content is your Confidential Information.

9.2 Obligations

The Recipient will use the Discloser's Confidential Information only to exercise its rights and perform its obligations under these Business Terms, will protect it using at least the same degree of care it uses for its own information of like importance (and no less than reasonable care), and will limit access to those personnel and contractors who need it and are bound by confidentiality obligations no less protective than these.

9.3 Exclusions and compelled disclosure

Confidential Information does not include information that is or becomes public through no fault of the Recipient, was rightfully known to the Recipient without confidentiality obligations before disclosure, is rightfully obtained from a third party without restriction, or is independently developed without use of the Discloser's Confidential Information. The Recipient may disclose Confidential Information if required by law or legal process, provided that, where legally permitted, it gives the Discloser prompt notice and reasonable cooperation to seek protective treatment.

10. Fees, billing and payment terms

10.1 Plans, subscriptions and credits

The Services are offered on subscription plans and through one-off credit bundles. Subscriptions renew automatically for successive periods (monthly unless otherwise stated in your plan or Order Form) until cancelled. Usage of the Services consumes credits at the rates published within the Services or set out in your Order Form. Unless your Order Form states otherwise, credits expire twelve (12) months after they are granted, and expired credits are forfeited and non-refundable.

10.2 Payment method and net terms

Card payments are processed by Stripe; we do not receive or store your full card details. By providing a payment method you authorize us and our payment processor to charge all fees incurred under your account, including recurring subscription fees and any applicable taxes. Except as expressly stated in these Business Terms or required by law, all fees are non-refundable and payment obligations are non-cancellable.

10.3 Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, value-added (VAT), goods-and-services, withholding and similar taxes and duties arising from your purchase, other than taxes based on our net income. Where we are required to collect such taxes, they will be added to your invoice. If you are exempt, you must provide a valid exemption certificate or VAT identification number before the relevant invoice is issued.

10.4 Late payment and suspension

Undisputed amounts not paid when due may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, from the due date until paid. If your account is overdue, we may, after giving notice and a reasonable opportunity to cure, suspend the Services until payment is received. Suspension for non-payment does not relieve you of your payment obligations.

10.5 Refunds and credit reversals

Refund eligibility, the EU/EEA right of withdrawal (which generally does not apply to business-to-business purchases), and how refunds are processed are described in our Refund Policy. Where a payment is refunded, any credits granted in connection with that payment are reversed proportionally to the amount refunded, consistent with how our billing system handles refunds and disputes. Consumed credits are not refundable.

10.6 Changes to fees

We may change our fees and plan inclusions. For self-service subscriptions, changes take effect at your next renewal, and your continued use after the change takes effect constitutes acceptance; if you do not agree, you may cancel before renewal. Fees fixed in an Order Form remain fixed for the term stated in that Order Form.

11. Service availability and support

We will use commercially reasonable efforts to make the Services available, except for planned maintenance (for which we will give reasonable advance notice where practicable), emergency maintenance, and factors outside our reasonable control. Unless a specific service-level agreement (SLA) is set out in your Order Form, the Services are provided without an availability commitment, and any uptime figures we publish are targets, not guarantees.

• Standard support is provided by email at [email protected] during normal business hours; enhanced support, response times or a named contact may be included in an enterprise Order Form.
• We may throttle, queue or rate-limit requests to protect the stability and fair use of the Services.
• Generation, voice, transcription and publishing features depend on third-party providers and connected platforms; their availability is outside our control and is addressed in the Third-Party Services section.

12. Third-party services and connected accounts

The Services interoperate with third-party providers and platforms — including payment processing (Stripe), generation and media providers, and the social and creator platforms you choose to connect (such as TikTok, Threads and Fanvue). When you connect a third-party account or supply your own provider API key, you authorize us to access and use it to provide the requested features, and your use of that third party remains subject to its own terms and policies.

• You are responsible for your relationship with, and compliance with the terms of, any connected platform or provider, including their developer and content policies.
• Any provider API key you supply (for example, a voice-generation key) is stored encrypted and used only to perform the operations you request; you remain responsible for the cost and terms of that provider account.
• We are not responsible for the acts, omissions, availability, or content of third-party services, and a third party's suspension or change of its service may affect related features without giving rise to liability on our part.

13. Intellectual property

As between the parties, we and our licensors own all right, title and interest in and to the Services, including all software, models, user interfaces, documentation, and the Inoue AI and ClipVision names, logos and marks, and all related intellectual-property rights. Except for the limited rights expressly granted to you, no rights are granted by implication, estoppel or otherwise. You may not use our names or marks without our prior written consent, except as permitted in the Publicity section.

If you provide suggestions, feedback or ideas about the Services (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that Feedback into our products and services without restriction or obligation to you. Feedback is provided voluntarily and is not your Confidential Information.

14. Publicity

Neither party may use the other party's name, logo or trademarks, or publicly reference the existence or terms of this agreement, without the other party's prior written consent, except that we may identify you as a customer (using your name and logo) in our customer lists and on our website. You may revoke that permission at any time by written notice to [email protected], and we will cease such use within a reasonable period. Any other case study, quote or joint announcement requires both parties' written agreement.

15. Term, suspension and termination

15.1 Term

These Business Terms apply for as long as you use the Services or have an active subscription or Order Form. Subscriptions continue for the period stated in your plan or Order Form and renew automatically unless cancelled before the end of the then-current period.

15.2 Termination and suspension

Either party may terminate for the other party's material breach that remains uncured thirty (30) days after written notice. We may suspend or limit your access immediately where necessary to (a) prevent material harm to the Services or other customers, (b) address a violation of the Acceptable Use Policy or applicable law, or (c) address non-payment as described above. We will use reasonable efforts to give notice and to limit a suspension to what is necessary.

15.3 Effect of termination

On termination, your right to access the Services ends. You may request a copy or export of your Customer Content during the term and for a limited window after termination (where provided by the Services or your Order Form); after that window, we will delete or return Customer Content in accordance with the DPA and our retention practices, subject to routine backup cycles and legal-retention obligations. Termination does not entitle you to a refund of pre-paid fees except as expressly provided in the Refund Policy or required by law, and any accrued payment obligations survive.

If we discontinue the Services in their entirety, or materially and adversely reduce the core functionality of a paid plan during a paid term and you terminate for that reason, your sole and exclusive remedy is a pro-rata refund of pre-paid fees for the unused portion of the then-current term.

16. Warranties and disclaimers

Each party represents that it has the authority to enter into this agreement. We warrant that we will provide the Services with reasonable skill and care.

17. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or relating to these Business Terms or the Services, whether in contract, tort (including negligence) or otherwise, even if advised of the possibility of such damages.

Except for the carve-outs below, each party's total aggregate liability arising out of or relating to these Business Terms will not exceed the total fees you paid or owed to us for the Services in the twelve (12) months immediately preceding the event giving rise to the liability.

The exclusions and cap above do not apply to: (a) your payment obligations; (b) either party's indemnification obligations; (c) your breach of the Acceptable Use Policy or the license restrictions; (d) either party's breach of its confidentiality obligations (other than relating to Customer Content, which is addressed by the DPA and the indemnities); or (e) liability that cannot be limited or excluded under applicable law, including liability for fraud, willful misconduct, death or personal injury caused by negligence, or, where mandatory consumer or local law applies, the rights it preserves.

18. Indemnification

18.1 By you

You will defend, indemnify and hold harmless ClipVision and its affiliates, officers, employees and agents from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to (a) your Customer Content, including any claim that it infringes or violates a third party's intellectual-property, privacy, publicity or other rights, or lacks a required consent (including for any face or likeness), (b) your or your Authorized Users' use of the Services in violation of these Business Terms, the Acceptable Use Policy or applicable law, or (c) your connected third-party accounts and the data you bring through them.

18.2 By us

We will defend you against any third-party claim that the Services, as provided by us and used in accordance with these Business Terms, infringe that third party's intellectual-property rights, and we will pay the damages finally awarded against you (or the amount of any settlement we approve). This obligation does not apply to claims arising from your Customer Content, your combination of the Services with other products not provided by us, your modification of the Services, or your use after we have notified you to stop.

18.3 Procedure

The indemnified party will promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement (provided that no settlement may impose any non-monetary obligation or admission on the indemnified party without its consent), and provide reasonable cooperation. This section states each party's entire liability and the other party's exclusive remedy for the claims it covers.

19. Governing law and dispute resolution

These Business Terms, and any dispute arising out of or relating to them or the Services, are governed by the laws of the State of Delaware, United States, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. Where you are a business established in the EEA, this choice of law does not deprive you of the protection of any provision of the law of your country of establishment that cannot be derogated from by agreement.

The parties will first attempt in good faith to resolve any dispute informally by contacting [email protected] and negotiating for at least thirty (30) days. If the dispute is not resolved, it will be brought in the courts located in Delaware, and the parties consent to the personal jurisdiction of those courts, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information, and except where mandatory law requires that proceedings be brought elsewhere.

20. General terms

• Entire agreement. These Business Terms, together with the documents incorporated by reference and any Order Form, are the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous understandings on that subject.
• Assignment. You may not assign or transfer these Business Terms without our prior written consent, except to a successor in connection with a merger, acquisition or sale of substantially all assets that is not a competitor of ours; any other purported assignment is void. We may assign these Business Terms to an affiliate or successor.
• Subcontractors. We may use affiliates and subcontractors to provide the Services, and we remain responsible for their performance; processing of personal data by sub-processors is governed by the DPA.
• Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, outages, denial-of-service attacks, and acts of government.
• Notices. Legal notices to us must be sent to [email protected]; we may give you notice via email to your account address or through the Services. Notices are effective on receipt.
• Severability and waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions stay in effect. A party's failure to enforce a provision is not a waiver of it.
• No third-party beneficiaries. These Business Terms do not confer any rights on any third party, except for the indemnified parties named above.
• Export and sanctions. Each party will comply with applicable export-control and economic-sanctions laws, and you represent that you are not located in, or a national of, an embargoed jurisdiction and are not on a restricted-party list.
• Independent contractors. The parties are independent contractors; nothing creates a partnership, joint venture, agency or employment relationship.
• Survival. Provisions that by their nature should survive termination — including those on Customer Content licenses granted, fees accrued, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, governing law and these general terms — survive termination.

21. Changes to these Business Terms

We may update these Business Terms from time to time. If we make a material change, we will provide reasonable notice (for example, by email or within the Services) before it takes effect. For changes that materially and adversely affect your rights, the change takes effect at your next renewal or thirty (30) days after notice, whichever is later, and your continued use of the Services after the effective date constitutes acceptance. Terms fixed in a signed Order Form are changed only as that Order Form provides. The “effective date” and “version” shown on this document indicate the current revision.

22. How to contact us