1. Agreement to These Terms
These Terms of Service (“Terms”) form a binding agreement between you and X Inc., a company organized under the laws of Japan and headquartered at Toranomon Hills Business Tower 15F, 1-17-1 Toranomon, Minato-ku, Tokyo 105-6415, Japan (“CrewClip,” “we,” “us,” or “our”), governing your access to and use of the CrewClip website at crew-clip.com and the CrewClip services (collectively, the “Service”). By clicking to accept, by signing an Order Form that references these Terms, or by accessing or using the Service, you agree to these Terms. If you accept on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” and “Customer” refer to that entity.
The Service is offered to businesses only. It is not offered to consumers, and you may use it solely for business or commercial purposes. All customers — including those introduced through a direct sales process — accept these Terms through the same online process.
2. The Service
CrewClip is a cloud-hosted platform for creating, publishing, and managing real-time-rendered video content delivered at persistent URLs, with on-screen multilingual text rendering (100+ languages) and post-publication management and audit features. Content is hosted and updatable at a stable URL rather than delivered as a static downloadable file. We may modify, improve, or discontinue features of the Service from time to time; if we discontinue a material feature, we will use reasonable efforts to notify you.
3. Accounts and Eligibility
To use the Service you must register for an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account, and you agree to notify us promptly of any unauthorized use. You must be at least 18 years old and able to form a binding contract.
4. Subscriptions, Fees, and Payment
Your subscription term, fees, and plan are set out in the applicable Order Form or online checkout. Unless otherwise stated, subscriptions renew automatically for successive terms at the then-current rates; you may turn off automatic renewal or cancel the next renewal at any time through your account settings. We will give at least 45 days’ notice before any increase in renewal fees. Fees are stated in U.S. dollars and are payable within 30 days of the invoice date unless otherwise specified. Overdue amounts accrue interest at the lower of 1.0% per month or the maximum rate permitted by law, and we may suspend the Service for non-payment after notice and a reasonable opportunity to cure. Except as expressly stated, fees are non-refundable.
5. Taxes
Fees are exclusive of taxes. You are responsible for all sales, use, value-added, goods-and-services, and similar transaction taxes, excluding taxes based on our net income. Payments will be made without deduction or withholding; if any withholding is required by law, you will cooperate with us to reduce or eliminate it, including by accepting applicable tax-residency documentation (such as IRS Form W-8BEN-E) that we provide to claim benefits under an applicable tax treaty.
6. Customer Content and Generated Output
“Customer Content” means the data, files, and materials you or your users upload to or provide through the Service. “Output” means the content you generate using the Service. As between the parties, you retain all rights in your Customer Content and own the Output you generate, except for any pre-existing materials of ours or our licensors included in the Output, which are licensed to you for use as part of the Output. You grant us a limited, non-exclusive, worldwide license to host, process, transmit, display, and otherwise use Customer Content and Output solely to provide, secure, maintain, and improve the Service for you. You will not resell, sublicense, redistribute, or transfer Output to third parties without our prior written consent; publishing Output to your own channels is permitted.
7. Acceptable Use
You agree not to use the Service to: violate any law or infringe any third party’s rights; upload or generate content depicting a real person’s likeness or voice without that person’s consent; create non-consensual intimate imagery or content that sexualizes minors; upload malware or interfere with or disrupt the Service; attempt to gain unauthorized access to the Service or its systems; reverse engineer, decompile, or attempt to derive the source code or models of the Service; or misrepresent your identity or affiliation. We maintain a notice-and-takedown process for unlawful content (including compliance with the TAKE IT DOWN Act) and a repeat-infringer policy, and we have registered a designated agent under the Digital Millennium Copyright Act (DMCA). We may remove content or suspend accounts that violate these Terms.
8. Content Featuring Third-Party Individuals; Roles of the Parties
The Service allows you to upload or create content that may include the images, voices, or other personal information of individuals, such as employees or workers appearing in footage. You are solely responsible for obtaining all rights, permissions, releases, and consents necessary from individuals who appear in or are identifiable from Customer Content or Output. With respect to personal information contained in such content, you act as the controller (the party that determines the purposes and means of processing) and we act as a service provider / processor, processing it on your behalf and in accordance with your instructions and the Data Processing Addendum. We do not use facial-recognition technology to identify individuals in your content.
9. Stock and Library Content
The Service may make available stock or library footage, images, audio, templates, and similar assets (“Library Content”). We license Library Content to you solely for use within Output created through the Service, subject to any upstream terms of the applicable providers. You may not extract, download, resell, redistribute, or use Library Content on a standalone basis or outside the Service. Library Content is provided on an as-available basis, and your rights in it are limited to those we are able to grant.
10. Artificial-Intelligence Features
The Service uses artificial-intelligence technologies — including third-party AI providers — to deliver features such as translation, video generation, and voice processing. To provide these features, Customer Content and Output may be transmitted to and processed by these third-party AI providers. Neither we nor our AI providers use your Customer Content or Output to train AI models or for any independent purpose; our AI providers are contractually bound to process such content solely to provide the features to you. Because Output is generated using AI, we do not warrant that Output is accurate, original, or non-infringing, and we do not provide any indemnity with respect to Output (see Sections 13 and 14). You are responsible for reviewing Output before use.
11. Intellectual Property
We and our licensors retain all right, title, and interest in and to the Service, including the platform, software, models, templates, algorithms, and all related intellectual property. Except for the rights expressly granted to you in these Terms, no rights are granted. If you provide feedback or suggestions about the Service, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction.
12. Privacy, Data Location, and Security
Our handling of personal information is described in our Privacy Policy at crew-clip.com/privacy, which is incorporated by reference. Where we process personal information contained in Customer Content on your behalf, our Data Processing Addendum (“DPA”) applies. The Service and Customer data are stored and processed on cloud infrastructure located in the United States; personnel of X Inc. located outside the United States, including in Japan, may access personal information to operate and support the Service. We maintain reasonable administrative, technical, and organizational security measures, including access controls, encryption in transit and (where appropriate) at rest, and confidentiality obligations for personnel. No method of transmission or storage is completely secure, and we cannot guarantee absolute security.
13. Warranties and Disclaimers
We warrant that the Service will perform materially in accordance with its documentation. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, LIBRARY CONTENT, AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI-GENERATED OUTPUT WILL BE ACCURATE OR NON-INFRINGEMENT.
14. Indemnification
You will defend, indemnify, and hold us harmless from third-party claims arising out of your Customer Content, your Output, your use of the Service, or your breach of these Terms, including Section 7 (Acceptable Use) and Section 8 (Content Featuring Third-Party Individuals). We will defend you against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes that third party’s intellectual-property rights, and we will pay damages finally awarded (or a settlement we approve); as our sole options we may procure the right for you to continue using the Service, modify it, or refund prepaid unused fees. Our indemnity does not apply to claims arising from Customer Content, Output, Library Content used outside the Service, or combinations with non-CrewClip products. The party seeking indemnity must give prompt written notice, allow the other party to control the defense, and cooperate reasonably.
15. Limitation of Liability
EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA. “Excluded Claims” means (a) your payment obligations; (b) a party’s breach of its confidentiality obligations; (c) a party’s indemnification obligations; (d) your breach of Section 7 (Acceptable Use); and (e) a party’s gross negligence or willful misconduct. These limitations apply notwithstanding the failure of essential purpose of any limited remedy, and to the maximum extent permitted by law.
16. Confidentiality
Each party may access the other’s confidential information in connection with the Service. Each party will protect the other’s confidential information using at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisors who need to know and are bound by confidentiality obligations. These obligations continue for five years after disclosure and, for trade secrets, for as long as the information remains a trade secret. Confidential information does not include information that is or becomes public through no fault of the receiving party, is independently developed, or is rightfully received from a third party.
17. Term, Suspension, and Termination
These Terms remain in effect while you use the Service or have an active subscription. Either party may terminate for the other’s material breach that remains uncured 30 days after written notice, or upon the other’s insolvency. We may suspend the Service as described in Section 4 (non-payment) or where reasonably necessary to protect the Service or comply with law. Upon termination: your right to access the Service ends; we will make Customer Content and Output available for export for up to 90 days, after which we will delete it in accordance with our Privacy Policy; and accrued fees remain payable. Provisions that by their nature should survive (including Sections 5, 6, 10–16, and 18–21) will survive termination.
18. Changes to These Terms
We may update these Terms from time to time. We will post the updated Terms with a revised “Last Updated” date and, where changes are material, provide additional notice (such as by email or in-product notice). Your continued use of the Service after the changes take effect constitutes acceptance of the updated Terms.
19. Governing Law
These Terms are governed by the laws of the State of New York, U.S.A., excluding its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
20. Dispute Resolution; Arbitration; Class-Action Waiver
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS HOW DISPUTES ARE RESOLVED. Any dispute arising out of or relating to these Terms or the Service will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat and venue of arbitration will be New York, New York; the arbitration will be conducted in English before one arbitrator (or three arbitrators for disputes exceeding US$1,000,000). Judgment on the award may be entered in any court of competent jurisdiction, and the award is enforceable under the New York Convention. DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS; EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. Claims may not be consolidated with those of any other party except by agreement. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information. This Section applies to all business customers, including self-serve customers.
21. Compliance with Laws
Each party will comply with applicable laws, including economic-sanctions laws administered by the U.S. Office of Foreign Assets Control (OFAC), U.S. export-control laws (including the Export Administration Regulations), and anti-corruption laws (including the U.S. Foreign Corrupt Practices Act). You represent that you are not located in, or a national of, an embargoed country, and that you are not on any government list of prohibited or restricted parties.
22. General
These Terms, together with any Order Form, the DPA, and any applicable Service Level Agreement, constitute the entire agreement between the parties and supersede prior agreements on the subject. In case of conflict, the order of precedence is: Order Form, then DPA, then any SLA, then these Terms. You may not assign these Terms without our prior written consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. The parties are independent contractors. There are no third-party beneficiaries. If any provision is held unenforceable, the remaining provisions remain in effect. Neither party is liable for delays or failures caused by events beyond its reasonable control. Notices will be given as specified in the Order Form or to the contact addresses on file. Our failure to enforce a provision is not a waiver of it.
23. Contact Us
X Inc. (CrewClip)
Email: info@crew-clip.com
Address: Toranomon Hills Business Tower 15F, 1-17-1 Toranomon, Minato-ku, Tokyo 105-6415, Japan