Terms of Service

These Terms of Service (these "Terms") are a binding agreement between you and Kutly, LLC ("Kutly," "we," "us," or "our") and govern your access to and use of our website at https://kutly.io/ and its subdomains, including the application at https://app.kutly.io/ (together, the "Site") and the products, features, and services we make available through it (collectively, the "Services"). By creating an account, purchasing a subscription, or otherwise accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not access or use the Services.

You must be at least 18 years old to use the Services. By using the Services, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms.

1. The Services and Your License to Use Them

What Kutly does. The Services automatically generate video content — which may include scripts, synthesized voiceover, compiled footage, and motion graphics — based on inputs you provide, such as text prompts, audio you upload, and selections you make. The content the Services generate for you is referred to as your "Output."

License to you. Subject to these Terms and your payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your own personal or business purposes, in each case in accordance with these Terms.

Restrictions. You will not, and will not permit anyone else to: (a) copy, modify, reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent this restriction is prohibited by law; (b) rent, lease, sublicense, resell, or otherwise commercially exploit the Services themselves (as opposed to your Output); (c) access or use the Services to build or train a competing product or service; (d) circumvent, disable, or interfere with any usage limits, security, or other features of the Services; (e) use any automated means to access the Services or extract data from them except as we expressly permit; or (f) use the Services in violation of the Acceptable Use Policy below or any applicable law.

Our ownership. The Services, the Site, and all software, technology, text, graphics, and other content we provide (excluding your User Content and your Output) are owned by us or our licensors and are protected by intellectual-property and other laws. Except for the limited license expressly granted above, these Terms do not transfer to you any right, title, or interest in the Services, and we reserve all rights not expressly granted.

Our Marks. "Kutly," our logos, and our other brand features are trademarks of Kutly, LLC. You may not use them without our prior written permission, and nothing in these Terms grants you any right to use them.

Feedback. If you choose to give us feedback, suggestions, or ideas about the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and otherwise exploit the Feedback for any purpose, without any obligation or compensation to you. We are free to use Feedback without restriction, and you waive any rights you may have in it.

Changes to the Services. We may modify, suspend, or discontinue any part of the Services at any time, with or without notice. Some features may be offered on a beta or trial basis and may be changed or withdrawn at any time. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services. If we permanently discontinue the Services in their entirety during a period for which you have already paid, we will provide a pro-rata refund of the prepaid fees for the unused portion of that period.

2. Accounts

Registration. To use most features you must create an account and provide accurate, complete, and current information. You are responsible for keeping your information up to date.

Security. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to notify us immediately of any unauthorized use of your account. We are not liable for any loss arising from unauthorized use of your account, except to the extent the loss is caused by our failure to maintain reasonable security.

Single user. Accounts are for a single user. You may not share your account or login credentials with, or allow your account to be used by, any other person. We may offer team or multi-user plans in the future; those plans will be subject to additional terms.

3. Subscriptions, Credits, and Billing

Subscription plans. Certain Services are available only through a paid subscription (a "Subscription"). We currently offer the "Starter," "Creator," and "Studio" plans. The Creator and Studio plans are available at multiple tiers that you select when you subscribe. The features, Credit allotments, billing frequency, and prices for each plan and tier are described on the Site and may change as described below. By purchasing a Subscription, you authorize us and our third-party payment processor to charge the applicable fees and any applicable taxes to your designated payment method.

Credits. Use of certain features (such as generating videos) requires "Credits." The number of Credits included with your plan, and the number of Credits consumed by a given action, are described on the Site and may change. Credits have no monetary value, are not redeemable or exchangeable for cash, and are non-transferable. Credits may be used only through the Site and only while your Subscription is active. Credit treatment depends on your billing frequency:

• Monthly plans. Unused Credits included with a monthly Subscription roll over to the following month, up to a maximum accumulated balance of two times (2×) your plan's monthly Credit allotment; Credits that would exceed that cap do not roll over. Accumulated Credits remain available only while your Subscription is active and are forfeited on cancellation or termination as described below.

• Annual plans. Credits under an annual Subscription are released in monthly installments: each month during the annual term, we add one-twelfth (1/12) of your annual Credit allotment to your balance. Once added, these Credits do not expire on a monthly basis; they accumulate and remain available for use throughout the annual term. Any Credits that remain unused at the end of the annual term, or upon any cancellation or termination of your Subscription, are forfeited and are not refunded, transferred, or carried over.

Automatic renewal. UNLESS YOU CANCEL BEFORE THE END OF YOUR THEN-CURRENT BILLING CYCLE, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR A SUCCESSIVE BILLING CYCLE OF THE SAME LENGTH, AND WE WILL CHARGE YOUR PAYMENT METHOD THE THEN-CURRENT FEE FOR YOUR PLAN AND TIER, PLUS APPLICABLE TAXES. Your Subscription continues until cancelled. The applicable renewal fee and next billing date are shown on the Site and/or in your account settings.

Consent, reminders, and cancellation. When you subscribe, we disclose the automatic-renewal terms and obtain your affirmative consent before charging you. We will provide renewal reminders and advance notice of any fee changes, and we make cancellation available through your account settings in a manner at least as easy as signing up, in each case as required by applicable law (including, where it applies, the California Automatic Renewal Law). You may cancel at any time as described in the "Cancellation" section below.

Failed payments. If a payment is not successfully processed (for example, on renewal), we may suspend your access to paid features, and our payment processor may automatically retry the charge over a period of time. If payment is still not collected after those attempts, we may downgrade, suspend, or cancel your Subscription. You remain responsible for any amounts due, and keeping a valid, current payment method on file is your responsibility.

Cancellation. You may cancel your Subscription at any time through your account settings. Cancellation takes effect at the end of your then-current billing cycle. You retain access to your paid features through the end of the period you have already paid for, and you will not be charged for any subsequent cycle. Cancellation does not entitle you to a refund of fees already paid, and any unused Credits are forfeited as described in the "Credits" section above. After your Subscription ends, you may still sign in to your account and view or download your existing Output (subject to the automatic deletion described under "Retention and deletion"), but paid features and Credits are no longer available.

Upgrades, downgrades, and plan changes. If you upgrade to a higher plan or tier, the upgrade takes effect immediately: your payment method is charged the price of the new plan or tier, your billing cycle restarts on the date of the change (which becomes your new renewal date), you receive the new plan's or tier's full Credit allotment, and any unused Credits from your prior plan or tier are carried over on top (for monthly Subscriptions, your resulting Credit balance remains subject to the monthly rollover cap described above). If you switch from a monthly to an annual Subscription, the change takes effect immediately: your payment method is charged the applicable annual fee, a new annual term begins, and your unused Credits are carried over to your annual balance. If you switch from an annual to a monthly Subscription, the change takes effect at the end of your current annual term, after which your Subscription continues on a monthly basis. If you downgrade to a lower plan or tier, the change takes effect at the start of your next billing cycle; you are not charged and nothing changes for the remainder of your current cycle, no proration or refund is provided for the downgrade, and your unused Credits are retained.

Refunds. Except where required by applicable law, all fees are charged in advance and are non-refundable. As a limited exception, you may request a refund of your most recent Subscription payment only if (a) you request it within 14 days after that payment was charged and (b) you have not used any Credits from that billing period. Once any Credits from a billing period have been used, or once 14 days have passed since the charge, the fees for that period are non-refundable. There are no refunds or credits for unused Credits, partially used billing periods, or features you did not use.

Failed generations. If a generation fails due to a technical error attributable to the Services, we will restore the Credits consumed for that generation, either automatically or upon your request to support. Credits consumed for a completed generation are not restored on the basis of dissatisfaction with the creative result.

Immediate performance. By purchasing a Subscription and beginning to use the Services (including by using any Credits), you request that we begin providing the Services to you immediately and, to the extent permitted by applicable law, you acknowledge and agree that you lose any right of withdrawal or cancellation once you have used Credits.

Price and plan changes. We may change our prices, plan features, tiers, and Credit allotments at any time. For changes to recurring Subscription fees, we will provide notice (for example, by email to the address associated with your account or by posting on the Site) before the change takes effect, and the change will apply as of your next renewal. If you do not agree to a change, you may cancel before it takes effect; your continued use of the Services after the change takes effect constitutes acceptance of the new pricing.

Taxes; payment processing. Fees are exclusive of taxes, levies, and duties, and you are responsible for all such taxes (excluding only taxes based on our net income). Payments are processed by a third-party payment processor (such as Stripe), and your use of the processor's services is subject to its own terms and privacy policy.

Chargebacks. If you believe you have been charged in error, please contact us first at legal@kutly.io so we can help resolve it. If you initiate a chargeback or payment dispute with your bank or card issuer instead of contacting us, we may suspend or terminate your account and access to the Services, and we reserve the right to dispute the chargeback and to recover any amounts owed.

4. Your Inputs (User Content)

User Content. "User Content" means any content you submit to or use with the Services, including text prompts, audio you upload, and selections you make. You are solely responsible for your User Content. You represent and warrant that you own or have all rights necessary to your User Content and to grant the license below, including, for any voice or audio you upload, that you have the right to use that voice or audio and to have it processed by the Services.

License to operate the Services. You grant us a non-exclusive, royalty-free, worldwide license to host, store, reproduce, modify, and create derivative works from your User Content, and to sublicense these rights to our service providers (such as hosting, text-to-speech, and other processing providers), in each case solely to the extent necessary to operate and provide the Services to you, including to generate the Output you request. We will not sell your User Content, and we will not use your User Content to market to third parties or to train artificial-intelligence models, in each case except in aggregated or de-identified form or with your separate consent. To the extent permitted by law, you waive any moral rights or rights of attribution in your User Content as used for the purposes described above.

Retention and deletion. We are not obligated to store your User Content or Output, or to maintain backups. Files you upload (such as your voiceover audio) are automatically deleted approximately 72 hours after you upload them, and generated Output is automatically deleted approximately 30 days after it is created. You are solely responsible for downloading and keeping your own copies of any Output you wish to retain. If you delete your account, we will delete your associated User Content and Output, except as we are required to retain it by law or as set out in our Privacy Policy.

Privacy. Our collection and use of personal information in connection with the Services is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you acknowledge that we may process your information as described in the Privacy Policy.

5. Generated Content (Output)

Your Output. As between you and us, and subject to your compliance with these Terms and payment of all applicable fees, we do not claim ownership of your Output and hereby assign to you all right, title, and interest that we hold in your Output. You may use your Output for any lawful purpose, including commercial purposes and monetization, subject to the limitations below. The assignment of any Output that has already been generated and paid for is irrevocable and survives any termination of these Terms or your account, and is not reversed by any subsequent breach or dispute.

Accuracy and reliance. Output is generated by automated systems and may be inaccurate, incomplete, outdated, fabricated (including invented facts, quotes, or sources), offensive, or biased. We do not verify Output, and you must independently review and verify any Output before relying on it or publishing it. You should not treat Output as a substitute for professional advice. You are solely responsible for any decision to use or publish Output and for its accuracy, appropriateness, and legality.

You acknowledge and agree that:

• Third-party rights. Output may incorporate, reproduce, or be derived from materials, names, or likenesses owned or controlled by third parties. We do not own those materials, we convey to you only such rights as we are able to convey, and we make no representation or warranty that any Output is rights-cleared or free of any third party's intellectual-property, privacy, or publicity rights.

• Your responsibility. You are solely responsible for your use of the Output. Before you use, publish, distribute, or monetize any Output, you must (a) conduct appropriate due diligence on it, and (b) obtain any licenses, permissions, clearances, or consents required for your intended use, including for any third-party intellectual-property rights or for any name, image, or likeness of a real person. You assume all risk and liability arising from your use of the Output, including any third-party claim of infringement or violation of rights, and you must comply with the rules of any third-party platform on which you publish or distribute it (such as YouTube), including any requirement to disclose synthetic or AI-generated content.

• No guarantee of rights; third-party claims. Output may include elements created by automated or artificial-intelligence systems (such as synthesized voiceover, generated scripts, and motion graphics). The legal status of intellectual-property rights in AI-generated content is unsettled and varies by jurisdiction. We make no representation or warranty that any Output, or any element of it, is protectable or that you will obtain exclusive rights in it, and you acknowledge that third parties who are not bound by these Terms may claim rights in, or bring claims relating to, your Output.

• Non-exclusivity. Because the Services are automated and used by many users, other users may generate the same or similar Output, and we may generate similar content for others. Your rights in your Output are therefore non-exclusive to that extent, and we retain the right to continue operating the Services.

6. Acceptable Use Policy

You agree not to use the Services — and not to submit any User Content or create, publish, or distribute any Output — to do, facilitate, or attempt any of the following:

• Violate any law or regulation, or infringe or misappropriate any third party's intellectual-property, privacy, publicity, or other rights.

• Use the name, voice, image, or likeness of any real, identifiable person (including public figures) without all necessary rights or consents, or create content that depicts a real, identifiable person in a manner that did not occur, including "deepfakes" or other synthetic depictions, without all necessary rights or consents.

• Use the name, logo, trademark, or other brand identifier of any company or organization in a way that infringes its rights, falsely suggests affiliation, sponsorship, or endorsement, or otherwise without the necessary rights or permission.

• Create, upload, or distribute any content that sexually exploits or endangers minors, or that is otherwise harmful to minors in any way.

• Create or distribute sexually explicit or pornographic content, or any non-consensual intimate or sexualized depiction of a real, identifiable person.

• Impersonate any person or entity, or create content that is deceptive, fraudulent, or intended to mislead, including disinformation or content falsely attributed to a real person or source.

• Create or distribute election disinformation, or manipulated or synthetic media concerning real public figures, candidates, or elections that is intended or likely to deceive.

• Create or distribute content that is defamatory, libelous, harassing, threatening, hateful, or that promotes violence or discrimination against any group or individual.

• Create or distribute content that promotes, encourages, or provides instructions for suicide, self-harm, eating disorders, or other dangerous activities.

• Publish or share private or personal information about another person without their consent (for example, "doxxing").

• Upload or transmit malware or any code intended to disrupt, damage, or gain unauthorized access to any system or data; or attempt to gain unauthorized access to the Services or interfere with their operation.

• Use the Services to generate spam, or to harvest or collect information about others without their consent.

• Circumvent usage limits or Credit mechanics, share or resell access to the Services, or use automated means to access the Services except as we expressly permit.

• Attempt to circumvent, disable, or interfere with any content filters, safety guardrails, or other protections of the Services, including through crafted inputs or "prompt injection"; or attempt to reverse engineer, extract, or discover the underlying models, system prompts, or instructions used by the Services.

Your responsibility. You are solely responsible for your inputs and for your use of any Output, and you must ensure they comply with this Acceptable Use Policy, all applicable laws, and the rules of any platform on which you publish your Output. A prohibition in this policy does not obligate us to monitor or pre-screen content, and we do not guarantee that the Services will prevent any particular content from being generated.

Enforcement. We may (but are not obligated to) review, refuse, remove, or disable access to any content, and we may investigate and take appropriate action — including removing content, limiting or suspending your access, terminating your account, and reporting to law-enforcement authorities — if you violate this policy or these Terms or otherwise create liability for us or any other person.

7. Suspension and Termination

These Terms remain in effect while you use the Services. We may suspend or terminate your access to the Services (including your account) at any time, with or without notice, including for any violation of these Terms. You may stop using the Services and delete your account at any time. Upon termination, your right to access and use the Services ends, your account and associated User Content and Output may be deleted, any unused Credits are forfeited, and you will not be entitled to any refund except as expressly provided in the Subscriptions section. Provisions that by their nature should survive termination will survive, including the sections on Output, User Content licenses, indemnification, disclaimers, limitation of liability, and dispute resolution.

8. Indemnification

You agree to indemnify, defend, and hold harmless Kutly and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your access to or use of the Services; (b) your User Content; (c) your Output or your use, publication, or distribution of it; (d) your violation of these Terms or the Acceptable Use Policy; or (e) your violation of any law or any third party's rights, except to the extent the claim arises from our own negligence, willful misconduct, or breach of these Terms. We may assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense.

We have no obligation to defend, indemnify, or hold you harmless against any claim arising from your Output or your use of the Services, including any claim that your Output infringes or violates a third party's rights.

9. Third-Party Services and Materials

The Services rely on third-party providers, including for payment processing, text-to-speech and other content generation, hosting, and analytics, and they incorporate footage and other materials obtained from third-party licensed and royalty-free sources. Your use of any third-party service is subject to that third party's terms and privacy practices. The Site may also contain links to third-party websites and services. We do not control and are not responsible for third-party services, materials, or websites, and you use them at your own risk.

To the extent we make them available to you, your use of the Services must also comply with the applicable terms and acceptable-use policies of the third-party providers that power the Services.

10. Disclaimers

11. Limitation of Liability

12. Copyright Policy

We respect the intellectual property of others and expect you to do the same. We will respond to clear notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA"). If you believe content available through the Services infringes a copyright you own or control, please send a written notice to our designated agent (below) including: your physical or electronic signature; identification of the copyrighted work; identification of the allegedly infringing material and information reasonably sufficient to let us locate it; your contact information; a statement of your good-faith belief that the use is not authorized; and a statement, under penalty of perjury, that the information is accurate and that you are the owner or authorized to act on the owner's behalf. We may remove allegedly infringing material, provide notice to the affected user, allow a counter-notice, and terminate the accounts of repeat infringers in appropriate circumstances.

Designated Copyright Agent: Copyright Agent, Kutly, LLC | Address: 131 Continental Dr, Newark, DE 19713, USA | Email: copyright@kutly.io | Phone: +48 789 927 416

13. Dispute Resolution; Binding Arbitration

Informal resolution first. Before starting any arbitration, you and we agree to try to resolve the dispute informally. You must send a written notice describing the dispute to legal@kutly.io (or by mail to the address in the Contact section). You and we will then attempt in good faith to resolve the dispute, including through an individualized telephonic or video conference, for at least 60 days. Completing this process is a condition to starting arbitration.

Agreement to arbitrate. If the dispute is not resolved, you and we agree that any dispute, claim, or controversy arising out of or relating to the Services or these Terms will be resolved by binding individual arbitration administered by JAMS under its applicable rules, rather than in court, except that either party may (a) bring an individual claim in small-claims court if it qualifies, or (b) seek injunctive or other equitable relief in court for actual or threatened infringement or misuse of intellectual property. The Federal Arbitration Act governs the interpretation and enforcement of this section. The arbitrator decides all issues, except that a court decides issues about the class-action waiver, arbitration fees, and whether a party has satisfied any condition precedent to arbitration.

Class-action waiver. YOU AND KUTLY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF MORE THAN ONE PERSON, AND MAY AWARD RELIEF ONLY TO THE INDIVIDUAL PARTY SEEKING IT, EXCEPT AS PROVIDED IN THE "BATCH ARBITRATION" PARAGRAPH BELOW. IF THIS CLASS-ACTION WAIVER IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THAT CLAIM OR REQUEST WILL BE SEVERED AND HEARD IN COURT, AND THE REMAINING CLAIMS WILL PROCEED IN ARBITRATION.

Jury-trial waiver. EXCEPT AS PROVIDED ABOVE, YOU AND KUTLY WAIVE ANY RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BEFORE A JUDGE OR JURY.

Batch arbitration. If 100 or more similar arbitration demands are filed against us by or with the help of the same or coordinated counsel within a 30-day period, JAMS will administer them in batches of up to 100, with one arbitrator and one set of fees per batch, to increase efficiency. This paragraph does not authorize class or mass arbitration except as expressly stated.

30-day right to opt out. You may opt out of this arbitration agreement by sending written notice, within 30 days after you first become subject to it, to legal@kutly.io or to the address in the Contact section, stating your name and that you wish to opt out of arbitration. If you opt out, the rest of these Terms still apply.

Changes to this arbitration agreement. If we make a material change to this arbitration section after you first accept these Terms, you may reject that change by sending us written notice within 30 days of the change becoming effective, in which case the most recent version of this arbitration section that you accepted before the change will continue to apply between us. Any change to this arbitration section applies only prospectively and does not apply to any dispute that arose, or of which we had notice, before the change's effective date.

Survival; severability. This section survives termination of these Terms. If any part of this section (other than the class-action waiver) is found unenforceable, that part will be severed and the rest will remain in effect.

14. Changes to These Terms

We may revise these Terms from time to time. For changes that materially affect your rights or obligations, we will provide reasonable advance notice (for example, by email to the address associated with your account or by posting on the Site) before they take effect, and we will update the "Last updated" date above. Material changes apply only prospectively, from their stated effective date, and do not apply retroactively to any dispute that arose before that date. If you do not agree to a material change, you may reject it by canceling your Subscription and stopping use of the Services before the change's effective date; your continued use of the Services after that date constitutes your acceptance of the change. Non-material changes (such as clarifications that do not reduce your rights) may take effect when posted.

15. General

Governing law and venue. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Subject to the arbitration section, any claim that may be brought in court will be brought exclusively in the state or federal courts located in Delaware, and you consent to their jurisdiction.

Export and sanctions. You must comply with all applicable export-control and sanctions laws. You represent that you are not located in, and will not use the Services from, any country or region subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted-party list.

California consumers. Under California Civil Code Section 1789.3, our name and contact details are provided in the Contact section above, and the fees for the Services are described on the Site. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

Assignment. You may not assign or transfer these Terms without our prior written consent, and any attempt to do so is void. We may assign these Terms freely.

Enterprise and custom plans. These Terms govern self-serve access to and use of the Services. Enterprise, custom, or other plans that we provide under a separate written agreement entered into by you and us are governed by that agreement, which controls over these Terms to the extent of any conflict with respect to the services it covers.

Mandatory consumer rights. Nothing in these Terms excludes, restricts, or modifies any consumer rights or remedies under the mandatory laws of your country of residence that cannot be lawfully waived or limited by agreement. Where such laws apply to you, these Terms apply only to the extent permitted by those laws.

Miscellaneous. These Terms, together with our Privacy Policy and any separate written agreement described above, are the entire agreement between you and us regarding the Services. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the rest will remain in effect. Our failure to enforce any provision is not a waiver. Section headings are for convenience only. You and we are independent contractors. Neither party is liable for delays or failures caused by events beyond its reasonable control. You consent to receive communications from us electronically, and agree that electronic communications satisfy any legal requirement that communications be in writing.

16. Contact

Kutly, LLC

Attn: Legal Department

131 Continental Dr, Suite 305, Newark, Delaware 19713, USA

Email: legal@kutly.io