Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Strategia-X ("Company," "we," "us," or "our"), governing your access to and use of the ClipForge AI platform (the "Service"), including all related websites, web applications, mobile applications, APIs, and any other software or services offered by Strategia-X in connection with the foregoing.

By creating an account, accessing, or using the Service in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Acceptable Use Policy (Section 9 of these Terms), all of which are incorporated herein by reference. If you do not agree to any part of these Terms, you must immediately discontinue use of the Service and delete your account.

These Terms apply to all visitors, registered users, and any other persons who access or use the Service, regardless of whether they hold a paid subscription. We may also require you to agree to supplemental terms or policies for specific features or services, which shall be considered part of these Terms.

2. Definitions

For purposes of these Terms, the following definitions apply:

• "Service" means the ClipForge AI platform, including all features, tools, APIs, websites, and related services provided by Strategia-X.
• "User" means any individual or entity that accesses or uses the Service, whether through a free or paid account.
• "Account" means the registered account created by a User to access the Service, authenticated via email/password or third-party authentication providers such as Google OAuth.
• "User Content" means any video files, images, audio files, text, metadata, or other materials uploaded, submitted, or transmitted to the Service by a User.
• "AI Output" means any content generated or produced by the Service's artificial intelligence systems, including but not limited to clip suggestions, auto-generated captions, smart reframing adjustments, virality scores, thumbnails, and other AI-processed results.
• "Subscription" means a recurring payment plan (monthly or annual) that grants the User access to specific tiers of the Service's features and usage limits.
• "Company" means Strategia-X, the entity that owns and operates ClipForge AI, including its officers, directors, employees, agents, and affiliates.
• "Effective Date" means the date on which you first access or use the Service, or the date you accept these Terms, whichever is earlier.

3. Eligibility

You must be at least sixteen (16) years of age to use the Service. In the United States, Users who are at least thirteen (13) years of age may use the Service with verified parental or legal guardian consent. If you are under the age of majority in your jurisdiction, you represent that your parent or legal guardian has reviewed and agreed to these Terms on your behalf.

By using the Service, you represent and warrant that: (a) you meet the applicable age requirements stated above; (b) you have the legal capacity to enter into a binding agreement; (c) you are not barred from using the Service under any applicable laws or regulations; and (d) your use of the Service will not violate any applicable law or regulation, including export control and sanctions laws.

If you are using the Service on behalf of a company, organization, or other legal entity, you represent and warrant that you are authorized to bind that entity to these Terms, in which case "you" and "your" shall refer to both you individually and the entity you represent.

4. Account Registration & Security

To access certain features of the Service, you must create an Account. When creating and maintaining your Account, you agree to the following:

• Accurate Information: You must provide accurate, complete, and current information during registration and keep your Account information updated at all times. Providing false or misleading information may result in immediate termination of your Account.
• Credential Security: You are solely responsible for maintaining the confidentiality and security of your Account credentials, including your password and any API keys. You must not share your login credentials with any third party.
• Account Activity: You are fully responsible for all activities that occur under your Account, whether or not you authorized such activities. This includes any actions taken by third parties who gain access to your Account.
• Unauthorized Access: You must notify us immediately at support@strategia-x.com if you become aware of any unauthorized access to or use of your Account, or any other breach of security. We are not liable for any loss or damage arising from your failure to comply with this requirement.
• Multi-Factor Authentication: We strongly recommend enabling multi-factor authentication (MFA) on your Account for enhanced security. While not currently mandatory, we reserve the right to require MFA for certain plan tiers or features in the future.
• Third-Party Authentication: If you register using a third-party authentication provider (such as Google OAuth), you authorize us to access and use certain information from that provider in accordance with our Privacy Policy.
• One Account Per Person: Each individual may maintain only one free Account. Creating multiple free Accounts to circumvent usage limits is prohibited and may result in termination of all associated Accounts.

5. The Service

5.1 Description

ClipForge AI is an AI-powered video processing platform that enables Users to transform long-form video content into optimized short-form clips for social media and other distribution channels. The Service includes, but is not limited to, the following features:

• AI Clip Detection: Automated identification and extraction of engaging segments from uploaded video content using proprietary machine learning algorithms.
• Auto Captions: AI-powered transcription and caption generation with customizable styles and positioning.
• Smart Reframing: Automatic aspect ratio adjustment and subject-aware cropping for multiple output formats (9:16, 1:1, 4:5, 16:9, and others).
• Virality Scoring: AI-based engagement prediction scoring to help Users prioritize the most promising clips for distribution.
• Batch Export: Simultaneous processing and export of multiple clips in various formats and resolutions.
• Brand Kits: Customizable brand asset management including logos, color palettes, fonts, and watermarks (available on select plans).
• Team Sharing: Collaborative workspace features allowing multiple team members to access and manage projects (available on select plans).
• API Access: Programmatic access to the Service's features for integration with external tools and workflows (available on Pro and Agency plans).
• White-Label Output: Removal of ClipForge AI branding from processed content (available on Agency plan).

5.2 Service Availability

We strive to maintain a 99.9% uptime target for the Service. However, this is a goal, not a guarantee. The Service may be temporarily unavailable due to scheduled maintenance (for which we will endeavor to provide advance notice), unscheduled maintenance necessitated by critical updates or security patches, force majeure events, or circumstances beyond our reasonable control. We shall not be liable for any downtime, delays, or interruptions in the Service.

5.3 Modifications to the Service

We reserve the right to modify, update, suspend, or discontinue any part of the Service (including features, pricing, and usage limits) at any time, with or without notice. For material changes that adversely affect paid subscribers, we will provide at least thirty (30) days' advance notice. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Service.

6. Subscription Plans & Billing

6.1 Plan Tiers

The Service is offered under the following subscription tiers, each with distinct features and usage limits:

• Free Plan ($0/month): Limited access with basic clip detection, standard export quality, and restricted monthly processing minutes. Designed for individual Users exploring the platform.
• Creator Plan ($19/month): Enhanced features including increased processing limits, auto captions, smart reframing, virality scoring, and priority export. Designed for individual content creators.
• Pro Plan ($49/month): Full feature access including batch export, brand kits, team sharing (limited seats), API access, advanced analytics, and priority support. Designed for professional creators and small teams.
• Agency Plan ($149/month): Maximum feature access including unlimited team seats, white-label output, dedicated support, custom API rate limits, advanced brand kits, and priority processing queue. Designed for agencies and large teams.

Complete and current plan details, feature comparisons, and usage limits are displayed on our pricing page and may be updated from time to time. In the event of a conflict between these Terms and the pricing page, these Terms shall control.

6.2 Free Trial

We offer a fourteen (14) day free trial for all paid subscription plans. The free trial does not require a credit card or payment method to activate. During the trial, you will have access to the full features of the selected plan tier. At the end of the trial period, if you have not upgraded to a paid subscription, your account will automatically convert to the Free plan with corresponding feature and usage restrictions. No charges will be incurred during or as a result of the free trial unless you affirmatively subscribe to a paid plan.

6.3 Billing & Payment

• Paid subscriptions are billed in advance on either a monthly or annual basis, at your election. Annual billing includes a twenty percent (20%) discount compared to the equivalent monthly rate.
• All fees are stated and charged in United States Dollars (USD).
• Payments are processed through Stripe, our third-party payment processor. By providing your payment information, you authorize Stripe to charge your designated payment method for all applicable fees.
• Subscriptions automatically renew at the end of each billing period (monthly or annual) unless cancelled prior to the renewal date. You authorize us to charge the applicable renewal fee to your payment method on file.
• We may change subscription prices at any time. For existing subscribers, price changes will take effect at the start of the next billing cycle following at least thirty (30) days' prior written notice via email and/or in-app notification. Your continued use of the Service after a price change constitutes acceptance of the new pricing.
• You are responsible for all applicable taxes, duties, and levies associated with your Subscription, except for taxes based on our net income.
• If your payment method fails or your account is past due, we may suspend your access to paid features until the outstanding balance is resolved. Repeated payment failures may result in cancellation of your Subscription.

6.4 Cancellation

• You may cancel your Subscription at any time through your account settings or by contacting support@strategia-x.com.
• Upon cancellation, your Subscription remains active and you retain access to paid features until the end of the current billing period. No further charges will be made after cancellation.
• After your Subscription expires, your account will be converted to the Free plan. Your existing data, projects, and processed content will be retained for thirty (30) days following expiration, during which you may download your content or upgrade to a paid plan to restore full access. After this retention period, data exceeding Free plan limits may be permanently deleted.

6.5 Refunds

• We offer a fourteen (14) day money-back guarantee on your first paid Subscription. If you are dissatisfied with the Service for any reason within the first fourteen (14) days of your initial paid Subscription, you may request a full refund by contacting support@strategia-x.com.
• After the initial fourteen (14) day money-back period, no refunds will be issued for partial billing periods, unused features, or unused processing minutes, except as required by applicable law.
• Refunds for annual subscriptions after the money-back guarantee period will be considered on a case-by-case basis and are at our sole discretion.
• The money-back guarantee applies only once per User and only to the first paid Subscription. It does not apply to subsequent subscriptions, plan upgrades, or renewals.

6.6 Usage Limits

• Each plan tier includes specific usage limits (such as processing minutes, number of exports, storage capacity, and team seats) as described on our pricing page.
• When you reach a usage limit, the affected feature will be temporarily restricted until your limit resets at the beginning of your next billing cycle, or until you upgrade to a higher plan tier.
• Unused processing minutes, exports, or other usage allocations do not roll over from one billing period to the next. Each billing cycle begins with a fresh allocation according to your plan tier.
• We may notify you as you approach your usage limits. However, it is your responsibility to monitor your usage and ensure it remains within your plan's allocations.

6.7 Plan Changes

• Upgrades: Plan upgrades take effect immediately. You will be charged a prorated amount for the remainder of the current billing cycle at the new plan rate, and future billing cycles will reflect the upgraded plan pricing.
• Downgrades: Plan downgrades take effect at the beginning of the next billing cycle. You will retain access to your current plan's features until the end of the current billing period. Upon downgrade, features, usage limits, and data storage will be adjusted to match the new plan tier. Content or data that exceeds the new plan's limits may become inaccessible until you reduce your usage or upgrade.

7. User Content

7.1 Ownership

You retain all ownership rights, title, and interest in and to the User Content you upload to the Service. We do not claim any ownership rights over your User Content. Nothing in these Terms shall be construed to transfer any intellectual property rights in your User Content to us or any third party.

7.2 License Grant

By uploading User Content to the Service, you grant Strategia-X a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, worldwide license to access, use, process, transform, store, reproduce, and display your User Content solely for the purpose of providing the Service to you and as necessary to operate, maintain, and improve the Service. This license is limited to the technical operations required to deliver the Service (such as transcoding, AI processing, and generating clips). This license terminates automatically upon deletion of the applicable User Content from the Service or upon deletion of your Account, subject to any reasonable backup or retention period.

7.3 Content Responsibility

You are solely responsible for your User Content and the consequences of uploading, posting, or distributing it through the Service. By uploading User Content, you represent and warrant that:

• You own or have obtained all necessary rights, licenses, permissions, and consents to upload and process the User Content through the Service and to grant the license described in Section 7.2.
• Your User Content does not infringe, misappropriate, or otherwise violate any third-party intellectual property rights, including copyrights, trademarks, patents, trade secrets, moral rights, or rights of publicity or privacy.
• Your User Content does not contain material that is unlawful, defamatory, fraudulent, obscene, threatening, abusive, harassing, hateful, or otherwise objectionable.
• Your User Content does not violate any applicable local, state, national, or international law or regulation.
• If your User Content features identifiable individuals, you have obtained all necessary permissions, releases, and consents from such individuals for the use of their likeness in connection with the Service.

7.4 Content Storage & Deletion

• Uploaded source videos are automatically deleted from our servers thirty (30) days after processing is complete, unless you affirmatively choose to retain them in your account storage (subject to your plan's storage limits).
• Processed clips, captions, and other AI Output associated with your projects are retained in your account until you manually delete them or your account is terminated, subject to your plan's storage limits.
• You may delete any User Content from the Service at any time through your account dashboard. Deleted content is permanently removed from our active systems within a commercially reasonable period, though copies may persist temporarily in encrypted backup systems for up to thirty (30) additional days before permanent deletion.
• We strongly recommend that you maintain your own backup copies of all User Content. We are not responsible for any loss of User Content due to account termination, service disruption, or any other cause.

7.5 Prohibited Content

You must not upload, submit, or transmit any content that:

• Constitutes, depicts, or promotes child sexual abuse material (CSAM) or the exploitation of minors in any form. We maintain a zero-tolerance policy for CSAM and will immediately report any such material to the National Center for Missing and Exploited Children (NCMEC) and relevant law enforcement authorities.
• Contains non-consensual intimate imagery ("revenge porn") or any sexually explicit material depicting individuals without their verifiable consent.
• Contains, distributes, or promotes malware, viruses, worms, trojan horses, ransomware, or any other harmful or malicious code, files, or programs.
• Promotes terrorism, violent extremism, incitement to violence, or detailed instructions for committing acts of violence or harm.
• Violates any applicable law, regulation, or legal obligation, including content that is illegal to possess, distribute, or transmit in any relevant jurisdiction.
• Contains personally identifiable information of third parties disclosed without their consent in violation of applicable privacy laws.

We reserve the right to remove any content that violates this section, suspend or terminate your Account, and report illegal content to appropriate authorities without prior notice.

8. AI-Generated Output

The Service uses artificial intelligence and machine learning algorithms to analyze and process your User Content. AI Output -- including clip suggestions, auto-generated captions, smart reframing adjustments, virality scores, and thumbnails -- is generated through automated processes and is provided as a tool to assist your content creation workflow.

You acknowledge and agree that:

• AI Output is provided "as is" and constitutes suggestions, not guarantees. AI-generated content may contain errors, inaccuracies, inappropriate selections, or imperfect results. The quality, accuracy, and appropriateness of AI Output may vary depending on the nature and quality of the source material.
• You are solely responsible for reviewing, verifying, and editing all AI Output before publishing, distributing, or otherwise using it. We strongly recommend that you review all auto-generated captions for accuracy, all clip selections for appropriateness, and all virality scores as general guidance rather than definitive predictions.
• We make no warranty or representation regarding the accuracy, completeness, reliability, or suitability of any AI Output for any particular purpose. We disclaim all liability for any consequences arising from your reliance on or use of AI Output.
• Your User Content is not used to train our AI models. The videos and content you upload to ClipForge AI are processed solely to provide the Service to you. We do not use your User Content, or any derivative thereof, to train, fine-tune, improve, or develop our proprietary AI or machine learning models or those of any third party. Your content remains your own and is never incorporated into our training datasets.
• AI Output may inadvertently include content that resembles third-party copyrighted material, trademarks, or other protected works. You are responsible for ensuring that your use of AI Output does not infringe upon the rights of any third party.

9. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in accordance with these Terms. The following activities are strictly prohibited:

• Violating any applicable local, state, national, or international law, regulation, or legal obligation in connection with your use of the Service.
• Uploading, processing, or distributing content that infringes copyrights, trademarks, patents, trade secrets, or other intellectual property rights of any third party.
• Uploading or processing content containing child sexual abuse material (CSAM), non-consensual intimate imagery, or any content that exploits minors.
• Distributing malware, viruses, ransomware, spyware, or other harmful code, or using the Service to conduct phishing, social engineering, or other fraudulent activities.
• Attempting to gain unauthorized access to the Service, other user accounts, computer systems, or networks connected to the Service through hacking, password mining, brute force attacks, or any other means.
• Using the Service to generate, distribute, or amplify spam, unsolicited commercial messages, misinformation, disinformation, or deceptive content.
• Interfering with, disrupting, or placing an unreasonable burden on the Service, its servers, or its connected networks, including through denial of service attacks or resource exhaustion.
• Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code, algorithms, or underlying ideas of any part of the Service, except to the extent expressly permitted by applicable law.
• Reselling, sublicensing, or redistributing access to the Service or any part thereof to third parties without our prior written authorization, except as expressly permitted under the Agency plan's white-label terms.
• Using automated systems, bots, scrapers, crawlers, or other automated means to access the Service beyond the APIs and tools we expressly provide.
• Circumventing, disabling, or interfering with any security, authentication, usage limit, rate limiting, or digital rights management features of the Service.
• Creating multiple free Accounts or engaging in any scheme to circumvent usage limits, free trial restrictions, or pricing structures.
• Using the Service to process content for the purpose of generating deepfakes, synthetic media intended to deceive, or content that impersonates real individuals without their consent for fraudulent or harmful purposes.
• Using the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use and enjoyment of the Service.
• Engaging in any activity that promotes discrimination, harassment, hatred, or violence against any individual or group based on race, ethnicity, national origin, religion, gender, gender identity, sexual orientation, disability, age, or any other protected characteristic.

We reserve the right to investigate suspected violations of this Acceptable Use Policy. In our sole discretion, we may suspend or terminate your Account, remove offending content, and report illegal activity to the appropriate law enforcement authorities.

10. Intellectual Property

10.1 Company Intellectual Property

The Service and all of its components -- including but not limited to the software, source code, object code, algorithms, AI models, machine learning systems, user interface design, visual design, graphics, logos, trademarks, service marks, trade names, documentation, and all other intellectual property associated with the Service -- are owned by Strategia-X and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. The "ClipForge AI" name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Strategia-X. You must not use such marks without our prior written consent.

10.2 Limited License to Users

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your personal or internal business purposes during the term of your Subscription. This license does not include the right to: (a) modify, adapt, or create derivative works of the Service; (b) license, sell, or transfer the Service to any third party; or (c) use the Service in any manner not expressly authorized by these Terms.

10.3 User Feedback

If you provide us with any feedback, suggestions, ideas, feature requests, bug reports, or other input regarding the Service ("Feedback"), you hereby grant us a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, adapt, publish, distribute, and otherwise exploit such Feedback for any purpose, without any obligation of compensation, attribution, or confidentiality to you.

10.4 Open Source Components

The Service may incorporate or be distributed with open source software components, each of which has its own license. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms of any applicable open source license. To the extent required by an open source license, we will make the applicable open source code available to you upon written request to support@strategia-x.com.

11. API Terms

API access is available to Users on the Pro and Agency plans. If you access or use the ClipForge AI API, the following additional terms apply:

• Authentication: All API requests must be authenticated using your unique API key(s). You are responsible for maintaining the confidentiality of your API keys and must not share them with unauthorized parties. Compromised API keys must be rotated immediately.
• Rate Limits: API usage is subject to rate limits as defined by your plan tier. Rate limits are implemented to ensure fair use and system stability. Exceeding rate limits may result in temporary throttling or temporary suspension of API access.
• Commercial Use: You may use the API for commercial purposes, including integrating ClipForge AI functionality into your own products, services, or workflows, provided that such use complies with all other provisions of these Terms.
• Abuse Prevention: Automated, excessive, or abusive API usage (including but not limited to denial of service attacks, scraping, or circumventing rate limits) is prohibited and may result in immediate suspension of API access and termination of your Account.
• API Availability: We strive to maintain API availability consistent with our general service availability targets. However, we may modify, deprecate, or discontinue API endpoints or features with reasonable notice. We will endeavor to provide at least ninety (90) days' notice for breaking changes to the API.
• Attribution: Unless you are using the white-label feature available on the Agency plan, applications or services built using the ClipForge AI API must include appropriate attribution to ClipForge AI as specified in our API documentation.

12. Third-Party Services

The Service may integrate with, connect to, or provide links to third-party platforms and services, including but not limited to YouTube, TikTok, Instagram, Facebook, X (formerly Twitter), LinkedIn, Stripe (payment processing), Supabase (authentication and data infrastructure), and Cloudflare (hosting and content delivery). These integrations are provided for your convenience.

Your use of any third-party service is governed by that service's own terms of service, privacy policy, and applicable agreements, which you are responsible for reviewing and complying with. We are not responsible for the content, functionality, security, privacy practices, or policies of any third-party service.

We do not endorse and make no representations or warranties regarding any third-party service. Any interactions, transactions, or disputes between you and a third-party service provider are solely between you and that provider. We shall not be liable for any loss, damage, or harm arising from your use of or reliance on any third-party service.

If you choose to connect your Account to a third-party platform (for example, to publish clips directly to social media), you authorize us to access and use certain information from that platform as necessary to provide the requested functionality, in accordance with our Privacy Policy.

13. White-Label Terms

The following terms apply exclusively to Users on the Agency plan who utilize the white-label output feature:

• Rights Granted: Agency plan subscribers are granted a limited, non-exclusive, non-transferable right to remove ClipForge AI branding from processed content and to present the output under their own brand identity or their clients' brand identities.
• Brand Guidelines Compliance: You agree that white-labeled content will comply with all applicable laws, regulations, and third-party rights. You are solely responsible for ensuring that the branding applied to white-labeled content does not infringe any third-party intellectual property rights.
• No Misrepresentation: While you may remove ClipForge AI branding, you must not misrepresent the nature or origin of the underlying technology. You must not claim that you developed or own the AI processing technology provided by ClipForge AI. If asked about the technology provider, you should accurately identify ClipForge AI or decline to comment.
• Client Responsibility: If you use the white-label feature to provide services to your own clients, you are responsible for ensuring that your clients comply with all applicable provisions of these Terms, including content restrictions and acceptable use policies. You shall indemnify us against any claims arising from your clients' use of white-labeled content.
• Termination: The white-label right terminates immediately upon downgrade from the Agency plan or termination of your Account. Upon termination, you must cease presenting any new content under white-label terms, though previously distributed white-labeled content need not be retroactively re-branded.

14. Privacy & Data Protection

Your privacy is important to us. Our collection, use, storage, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the data practices described in the Privacy Policy.

We are committed to compliance with applicable data protection laws and regulations, including:

• General Data Protection Regulation (GDPR): For Users in the European Economic Area (EEA), the United Kingdom, and Switzerland, we process personal data in accordance with the GDPR. You have the right to access, rectify, erase, restrict processing, object to processing, and port your personal data. To exercise these rights, contact support@strategia-x.com.
• California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA): For California residents, we comply with the CCPA and CPRA. You have the right to know what personal information we collect, the right to delete your personal information, the right to opt out of the sale or sharing of your personal information, and the right to non-discrimination for exercising your privacy rights. We do not sell your personal information as defined under the CCPA/CPRA.
• Data Processing Agreement (DPA): For enterprise and Agency plan Users who require a Data Processing Agreement for compliance purposes, we will make a DPA available upon request. Please contact support@strategia-x.com to request a DPA.
• Data Transfers: If your personal data is transferred outside of your country of residence, we ensure that appropriate safeguards are in place, such as Standard Contractual Clauses (SCCs) or other legally recognized transfer mechanisms, to protect your data in accordance with applicable law.

15. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 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, AND NON-INFRINGEMENT. STRATEGIA-X DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS; (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, OR COMPLETE; (D) THE QUALITY OF ANY AI-GENERATED OUTPUT, CONTENT, OR INFORMATION OBTAINED THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; (E) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; OR (F) THE SERVICE WILL BE FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS. YOU USE THE SERVICE AT YOUR OWN RISK AND DISCRETION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM STRATEGIA-X OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. THE 99.9% UPTIME TARGET REFERENCED IN SECTION 5.2 IS A GOAL AND NOT A WARRANTY OR GUARANTEE OF SERVICE AVAILABILITY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STRATEGIA-X, ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR USE OF OR INABILITY TO USE THE SERVICE; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR ANY PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF THE SERVICE; (D) ANY BUGS, VIRUSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED THROUGH THE SERVICE; (E) ANY ERRORS, INACCURACIES, OR OMISSIONS IN ANY AI-GENERATED OUTPUT; (F) ANY CONTENT OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (G) ANY OTHER MATTER RELATING TO THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU HAVE PAID TO US IN SUBSCRIPTION FEES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD). THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

17. Indemnification

You agree to indemnify, defend, and hold harmless Strategia-X and its officers, directors, employees, agents, contractors, licensors, service providers, subcontractors, and affiliates (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with:

• Your use or misuse of the Service, including any AI Output generated from your User Content.
• Your User Content, including any claims that your User Content infringes, misappropriates, or violates the intellectual property, privacy, publicity, or other rights of any third party.
• Your violation or breach of any provision of these Terms, including the Acceptable Use Policy.
• Your violation of any applicable law, regulation, or third-party right.
• Any disputes or issues between you and any third party arising from your use of the Service.
• Your use of the white-label feature, including claims by your clients or end-users (for Agency plan Users).

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. You agree not to settle any such matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

18. DMCA & Copyright

We respect intellectual property rights and comply with the Digital Millennium Copyright Act (DMCA). If you believe that content accessible through the Service infringes your copyright, you may submit a DMCA takedown notice to our designated agent.

18.1 Designated Agent

Our designated agent for receiving DMCA notices is:

18.2 Notice Requirements

A valid DMCA takedown notice must include all of the following:

• A physical or electronic signature of the copyright owner or a person authorized to act on their behalf.
• Identification of the copyrighted work claimed to have been infringed, or, if multiple works are covered by a single notice, a representative list of such works.
• Identification of the material that is claimed to be infringing and information reasonably sufficient to enable us to locate the material on the Service (such as a URL or account identifier).
• Your contact information, including your full legal name, mailing address, telephone number, and email address.
• A statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• A statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner.

18.3 Counter-Notice Procedure

If you believe that your content was removed or disabled as a result of a mistake or misidentification, you may submit a counter-notice to our designated agent containing:

• Your physical or electronic signature.
• Identification of the material that was removed or disabled and the location at which the material appeared before it was removed or disabled.
• A statement under penalty of perjury that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification of the material.
• Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the federal court for the judicial district in which your address is located (or, if you are outside the United States, any judicial district in which Strategia-X may be found), and that you will accept service of process from the person who provided the original takedown notice or an agent of such person.

Upon receipt of a valid counter-notice, we will promptly provide a copy to the original complaining party. If the original complainant does not file a court action seeking to restrain the allegedly infringing activity within ten (10) business days, we may restore the removed content.

18.4 Repeat Infringer Policy

In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, the Accounts of Users who are deemed to be repeat infringers. We may also limit access to the Service and/or terminate the Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

19. Termination

19.1 Termination by You

You may terminate your Account and these Terms at any time by cancelling your Subscription (if applicable) through your account settings and requesting account deletion through the Service or by contacting support@strategia-x.com. If you have an active paid Subscription, cancellation terms as described in Section 6.4 apply.

19.2 Termination by Company

We may suspend or terminate your Account and access to the Service, in whole or in part, at our sole discretion, for any of the following reasons:

• Violation of any provision of these Terms, including the Acceptable Use Policy.
• Engagement in fraudulent, abusive, or illegal activity.
• Extended inactivity (no login for twelve (12) or more consecutive months for free Accounts).
• Non-payment of subscription fees after reasonable notice and opportunity to cure.
• Upon request by law enforcement or government agencies.
• If we determine, in our sole judgment, that your continued access poses a risk to the Service, other Users, or third parties.
• At our discretion for any other reason, provided we give you at least thirty (30) days' advance written notice via the email address associated with your Account (except in cases involving violations, fraud, or legal requirements, where immediate termination may be necessary).

19.3 Effect of Termination

• Upon termination, your right to access and use the Service ceases immediately (or at the end of your billing period, if applicable).
• You will have thirty (30) days following termination to download your User Content and any AI Output stored in your Account. During this period, you may access the Service solely for the purpose of retrieving your data.
• After the thirty (30) day post-termination data retrieval period, all User Content, AI Output, account data, and associated information will be permanently deleted from our systems, except as required by law or as necessary for legitimate business purposes (such as resolving disputes, enforcing agreements, or maintaining records for compliance).
• Any outstanding fees or charges incurred prior to termination remain payable.

19.4 Surviving Provisions

The following sections of these Terms shall survive any termination or expiration of these Terms: Definitions (Section 2), User Content ownership provisions (Section 7.1), AI-Generated Output disclaimers (Section 8), Intellectual Property (Section 10), Privacy & Data Protection (Section 14), Disclaimer of Warranties (Section 15), Limitation of Liability (Section 16), Indemnification (Section 17), DMCA & Copyright (Section 18), Governing Law & Dispute Resolution (Section 20), and General Provisions (Section 22).

20. Governing Law & Dispute Resolution

20.1 Governing Law

These Terms and any disputes arising out of or relating to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

20.2 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at support@strategia-x.com and attempt to resolve the dispute informally for at least thirty (30) days. Most disputes can be resolved through good-faith negotiation. During this period, both parties agree to participate in the negotiation process in good faith.

20.3 Binding Arbitration

If the dispute cannot be resolved through informal negotiation within thirty (30) days, you and Strategia-X agree that any remaining dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA rules. The arbitration shall take place in the State of California, or at your election, may be conducted remotely via video conference. The language of the arbitration shall be English. The arbitrator's decision shall be final and binding, and judgment upon the award rendered may be entered in any court of competent jurisdiction.

20.4 Class Action Waiver

YOU AND STRATEGIA-X 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, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND STRATEGIA-X AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THE ARBITRATION PROVISION (EXCEPT THE INFORMAL RESOLUTION PROVISION) SHALL BE NULL AND VOID.

20.5 Small Claims Court Exception

Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes or claims within the scope of that court's jurisdiction.

20.6 Injunctive Relief

Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction for matters relating to intellectual property rights, data security, or unauthorized access to the Service.

21. Changes to These Terms

We reserve the right to modify, amend, or update these Terms at any time in our sole discretion. For material changes (including changes to pricing, billing, liability, dispute resolution, or user rights), we will provide at least thirty (30) days' advance notice through one or more of the following methods: (a) posting the revised Terms on this page with an updated "Last updated" date; (b) sending an email notification to the address associated with your Account; and (c) displaying a prominent in-app notification within the Service.

Non-material changes (such as typographical corrections or clarifications) may be made at any time without advance notice. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree with the revised Terms, you must immediately stop using the Service and, if applicable, cancel your Subscription. It is your responsibility to review these Terms periodically.

22. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy, any applicable Data Processing Agreement, and any other agreements or policies referenced herein, constitute the entire agreement between you and Strategia-X regarding the Service and supersede all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral.
• Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if modification is not possible, severed from these Terms. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.
• Waiver: The failure of Strategia-X to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Strategia-X.
• Assignment: You may not assign, transfer, or delegate your rights or obligations under these Terms without our prior written consent. Any attempted assignment in violation of this restriction is void. We may freely assign, transfer, or delegate our rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.
• Force Majeure: We shall not be liable for any failure or delay in performing our obligations under these Terms caused by events beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, civil unrest, government actions or orders, labor disputes, fire, power outages, internet or telecommunications failures, cyberattacks, or failures of third-party service providers.
• No Third-Party Beneficiaries: These Terms are intended solely for the benefit of you and Strategia-X. Nothing in these Terms, express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
• Notices: All notices from Strategia-X to you may be delivered via email to the address associated with your Account, through in-app notifications, or by posting on our website. You are responsible for keeping your email address current. All notices from you to Strategia-X must be sent to support@strategia-x.com or info@strategia-x.com. Notices are deemed received when sent by email (upon delivery confirmation or, absent delivery failure notification, twenty-four (24) hours after sending).
• Export Compliance: You agree to comply with all applicable export control laws and regulations, including the U.S. Export Administration Regulations (EAR) and sanctions administered by the U.S. Office of Foreign Assets Control (OFAC). You may not use, export, re-export, or download the Service or any part thereof in violation of any applicable export control or sanctions laws.
• Headings: The section headings in these Terms are for convenience only and have no legal or contractual effect.
• Relationship of the Parties: Nothing in these Terms shall be construed to create a joint venture, partnership, employment, or agency relationship between you and Strategia-X. Neither party has the authority to bind the other or to incur any obligation on behalf of the other.

23. Contact

If you have any questions, concerns, or feedback about these Terms of Service, please contact us: