Terms and Conditions of Service

The Services are provided by OptimusClips, operated by Maxwell Melia, with contact address at support@optimusclips.com.

The Services are made available globally but are operated from the United Kingdom.

You are responsible for:

• All activity carried out through your account;
• Keeping your login credentials secure; and
• Ensuring all information you provide is accurate and up to date.

We may suspend or terminate your account at any time, with or without notice, if you breach these Terms or where we reasonably consider it necessary to protect the Services, other users, or our legal interests.

The Services provide tools that allow users to upload, process, edit, analyse, and transform video and audiovisual content, including through automated or AI-assisted features. The Services include:

• Link-Based Processing: Where you provide a URL to video content for processing; and
• Content Discovery Engine: Where you provide prompts or search queries and the Services identify and retrieve video content from third-party platforms for potential processing.

You represent and warrant that:

• You own or have all necessary rights, licences, permissions, and consents to use any User Content you upload or process, regardless of how you discovered or obtained access to that content;
• Your User Content does not infringe copyright, database rights, performers' rights, publicity rights, privacy rights, or any other third-party rights;
• You have obtained all necessary consents from any individuals whose name, image, voice, or likeness appears in your User Content; and
• Your use of the Services complies with all applicable laws.

Editing, clipping, summarising, or reposting third-party video content may infringe copyright unless a legal exception applies or you have permission. You are solely responsible for assessing this.

You may use the Services only for lawful purposes and in accordance with these Terms. Where applicable, this includes genuinely transformative uses such as commentary, criticism, review, parody, or analysis, to the extent permitted by law.

You acknowledge that the availability of tools capable of editing or transforming content does not mean that all uses are lawful, and you are solely responsible for ensuring that your use of the Services complies with applicable laws and third-party rights.

You must not use, or attempt to use, the Services to:

• Upload, process, distribute, or make available any content that infringes or misappropriates copyright, database rights, performers' rights, publicity rights, privacy rights, or any other third-party rights;
• Process content discovered through the Content Discovery Engine without first verifying that you have all necessary rights to do so;
• Encourage, enable, or facilitate copyright infringement or other unlawful activity;
• Copy, extract, reproduce, or republish substantial portions of third-party works without appropriate rights or permissions;
• Circumvent, remove, or interfere with technical protection measures, access controls, or usage restrictions applied by us or third parties;
• Scrape, harvest, reverse engineer, decompile, or otherwise attempt to extract source code, models, system logic, or underlying components of the Services;
• Use the Services, or any output therefrom, to develop, train, or improve products or services that compete with the Services;
• Misuse the Services in a way that creates legal, regulatory, security, or reputational risk to us or other users; or
• Use the Services for any purpose that is unlawful, misleading, abusive, or inconsistent with their intended functionality.

We may suspend, restrict, or terminate your access to the Services at any time, with or without notice, where we reasonably suspect misuse, infringement, or breach of these Terms.

We process personal data in accordance with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018. Details of how we process personal data are set out in our Privacy Policy.

We act as a data controller in respect of personal data you provide when creating and managing an account (such as your name, email address, and billing information).

Where User Content you upload or process through the Services contains personal data relating to you or third parties (including images, voices, or other identifying information), you are responsible for ensuring that you have all necessary rights, permissions, and lawful bases to use and upload that content. In such cases, we act solely as a hosting and processing service provider and do not independently determine the purposes for which such personal data is processed.

You grant us a limited, non-exclusive, worldwide, royalty-free licence to host, store, copy, process, analyse, modify, reproduce, display, and otherwise use your User Content as necessary to:

• Provide, operate, maintain, secure, and improve the Services;
• Moderate content and enforce these Terms;
• Comply with legal obligations and respond to lawful requests; and
• Protect the rights, safety, and integrity of the Services, our users, and our business.

This licence does not transfer ownership of your User Content to us and does not permit public disclosure of your User Content except where you choose to make it public through the Services or where required by law.

We may use aggregated, anonymised, or de-identified data derived from User Content to analyse, improve, develop, and train the Services, including machine learning models and AI systems. Such use will not identify you or any individual.

We reserve the right (but have no obligation) to:

• Remove or disable access to User Content;
• Suspend or terminate accounts; and
• Comply with legal notices or court orders.

If we receive a credible allegation of infringement, we may remove the content and take appropriate action without notice. To report alleged copyright infringement, please contact us at support@optimusclips.com with:

• Identification of the copyrighted work claimed to have been infringed;
• Identification of the allegedly infringing material and its location on our Services;
• Your contact information;
• A statement of good faith belief that the use is not authorised; and
• A statement, under penalty of perjury, that the information is accurate and you are authorised to act on behalf of the rights holder.

If you believe content was removed in error, you may submit a counter-notice to support@optimusclips.com containing:

• Your contact details and electronic or physical signature;
• Identification of the removed material and its former location;
• A statement under penalty of perjury that you have a good faith belief the material was removed by mistake or misidentification; and
• Consent to the jurisdiction of the courts of England and Wales.

We may restore access to the material within 10-14 business days unless the original complainant notifies us of legal action.

You may not:

• Copy, modify, distribute, or reverse engineer the Services;
• Use our output to train or develop competing products; or
• Remove proprietary notices.

We offer both free and paid tiers of the Services. If any part of the Services is paid:

• Fees are shown at point of purchase;
• Subscriptions may auto-renew unless cancelled;
• Payments are processed securely via Stripe; and
• Payments are non-refundable except where required by law.

The Services are provided "as is" and "as available", to the fullest extent permitted by law. We do not represent, warrant, or guarantee that:

• Any output, result, or content generated through the Services will be lawful, accurate, complete, reliable, or non-infringing;
• Any output will meet your requirements or be suitable for any particular purpose; or
• The Services will be uninterrupted, secure, or error-free.

You are solely responsible for reviewing, verifying, and determining the legality and appropriateness of any output or use of the Services.

We do not routinely monitor, pre-screen, or review User Content or outputs for legality, accuracy, or infringement and do not assume any duty to do so.

However, we reserve the right to review, remove, or restrict access to content where required by law or where we consider it necessary to protect the Services, users, or our legal interests.

Nothing in these Terms limits or excludes our liability for:

• Death or personal injury caused by our negligence;
• Fraud or fraudulent misrepresentation; or
• Any other liability that cannot lawfully be limited or excluded under the laws of England and Wales, including your statutory consumer rights.

You agree to indemnify, defend, and hold harmless us and our directors, officers, employees, contractors, and agents from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your User Content, including any allegation that such User Content infringes or misappropriates any intellectual property, privacy, publicity, or other third-party rights;
• Your breach of these Terms or any applicable law; or
• Your use of the Services in a manner that infringes, violates, or otherwise interferes with the rights of any third party.

This obligation applies whether such claims arise in contract, tort (including negligence), breach of statutory duty, or otherwise.

You may stop using the Services at any time.

We may suspend, restrict, or terminate your account or access to the Services at any time, with or without notice, if you breach these Terms or where we reasonably consider it necessary to protect the Services, other users, or our legal, regulatory, security, or reputational interests.

Processing content through the Content Discovery Engine without the necessary rights is a material breach of these Terms and may result in immediate termination of your account.

Termination or suspension may be immediate and without prior notice where required to mitigate risk or comply with law.

Any provisions of these Terms which by their nature are intended to survive termination shall survive.

We may update these Terms from time to time to reflect changes to the Services, legal requirements, or our business practices.

Where changes are material, we will take reasonable steps to notify you in advance, for example by posting a notice on the website or contacting you via email. The updated Terms will indicate the date they take effect.

Unless you are notified otherwise, updated Terms will apply from the date they are posted. Your continued use of the Services after the effective date of any updated Terms constitutes your acceptance of those changes. If you do not agree to the updated Terms, you must stop using the Services.

These Terms are governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction, unless mandatory consumer laws apply in your country of residence.