Terms of Service

Effective Date: [DATE] Last Updated: [DATE]

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Bineca LLC, a Delaware limited liability company doing business as Manyclip ("Manyclip," "Company," "we," "us," or "our"), governing your access to and use of the Manyclip website (manyclip.com), client portal (app.manyclip.com), and all related video editing and creative services (collectively, the "Services").

BY CREATING AN ACCOUNT, PLACING AN ORDER, OR OTHERWISE USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

PLEASE NOTE: SECTION 18 CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS.

1. Description of Services

1.1. Manyclip provides professional short-form video editing and related creative services on a per-video and subscription basis. Services include, without limitation, video editing, cutting, captioning, motion graphics, color correction, audio enhancement, and formatting for social media and other distribution platforms, as described on our website and in your selected plan.

1.2. Manyclip is a creative services provider, not a content publisher, platform, or distributor. We do not host, publish, or distribute final content on your behalf unless expressly agreed in writing.

1.3. We may use a combination of human editors and artificial intelligence ("AI") and machine-learning tools in the production, enhancement, and quality control of Deliverables (defined below). By using the Services, you consent to such use.

2. Eligibility and Accounts

2.1. You must be at least 18 years of age and have the legal capacity to enter into a binding contract. If you use the Services on behalf of a business or other entity, you represent and warrant that you have authority to bind that entity, and "you" refers to that entity.

2.2. You are responsible for maintaining the confidentiality of your account credentials and for all activity occurring under your account. You agree to notify us immediately of any unauthorized use of your account at [SUPPORT EMAIL].

2.3. We reserve the right to refuse service, suspend, or terminate accounts at our discretion, including for violation of these Terms.

3. Orders, Plans, and Pricing

3.1. Service Tiers. We offer Services through per-video orders and recurring subscription plans (e.g., Simple, Standard, and Premium tiers), as described on our pricing page. The scope, inclusions, revision allowances, and turnaround targets for each tier are set forth on our website at the time of purchase and are incorporated into these Terms by reference.

3.2. Order Acceptance. All orders are subject to acceptance by Manyclip. We may decline or cancel any order at our discretion, including for content that violates Section 8, in which case any prepaid fees for unperformed work will be refunded.

3.3. Pricing Changes. We may modify pricing at any time. Price changes will not affect orders already accepted or the current billing cycle of an active subscription. For subscriptions, price changes take effect at the next renewal, with at least thirty (30) days' prior notice.

4. Payment Terms

4.1. Payment Processing. Payments are processed by third-party payment processors (including Stripe, Inc.). By providing a payment method, you authorize us and our processors to charge all fees due. Your use of the payment processor may be subject to its own terms and privacy policy.

4.2. Per-Video Orders. Fees for per-video orders are due in full at the time of order placement unless otherwise agreed in writing.

4.3. Subscriptions; Automatic Renewal. SUBSCRIPTION PLANS AUTOMATICALLY RENEW AT THE END OF EACH BILLING CYCLE (MONTHLY OR AS OTHERWISE SPECIFIED) UNTIL CANCELLED. YOUR PAYMENT METHOD WILL BE CHARGED AUTOMATICALLY AT THE START OF EACH RENEWAL PERIOD. You may cancel at any time through the client portal or by emailing [SUPPORT EMAIL]; cancellation takes effect at the end of the then-current billing cycle. No prorated refunds are provided for partial billing periods except as required by law.

4.4. Pausing. [If offered:] Eligible subscription plans may be paused for up to [X] days per [period] in accordance with the pause policy published on our website.

4.5. Failed Payments. If a payment fails, we may suspend Services until payment is received. Amounts unpaid for more than fifteen (15) days may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs.

4.6. Taxes. Fees are exclusive of applicable taxes. You are responsible for all sales, use, VAT, GST, or similar taxes, excluding taxes on our net income.

4.7. Chargebacks. Initiating a chargeback for validly rendered Services constitutes a material breach of these Terms. We reserve the right to suspend Services, dispute the chargeback, and recover associated costs.

5. Client Materials and Submission Requirements

5.1. Client Content. "Client Content" means all footage, audio, images, scripts, logos, brand assets, instructions, and other materials you upload or provide to us.

5.2. License to Manyclip. You grant Manyclip a worldwide, non-exclusive, royalty-free license to host, store, reproduce, modify, adapt, and create derivative works of Client Content solely as necessary to perform the Services, provide support, and maintain backups, for the duration of our engagement and a reasonable wind-down period thereafter.

5.3. Client Representations. You represent and warrant that: (a) you own or have all rights, licenses, consents, and permissions necessary for Client Content, including rights to any music, footage, likenesses, and trademarks contained therein; (b) Client Content does not and will not infringe or misappropriate any third-party intellectual property, privacy, publicity, or other rights; and (c) Client Content complies with all applicable laws and Section 8.

5.4. Submission Standards. You are responsible for providing Client Content in usable formats and with sufficient quality and instructions. Deficient source material may affect Deliverable quality and turnaround times, and corrective work may be billed separately or count against revision allowances.

5.5. Storage. We are not an archival service. We may delete Client Content and project files [X] days after project completion or account termination. You are responsible for maintaining your own backups of all original materials.

6. Deliverables, Turnaround, and Revisions

6.1. Deliverables. "Deliverables" means the final edited video files delivered to you through the client portal or other agreed delivery method.

6.2. Turnaround Times. Stated turnaround times are good-faith targets measured in business days from receipt of complete, usable Client Content and instructions. Turnaround times are estimates, not guarantees, and do not begin until all required materials are received. Delays caused by incomplete materials, change requests, or your unresponsiveness extend turnaround accordingly.

6.3. Revisions. Each tier includes the number of revision rounds specified on our pricing page. A "revision" addresses adjustments within the original creative brief; new creative direction, new source footage, or scope expansion constitutes a new order or change order billed separately. Revision requests must be submitted within [X] days of delivery; Deliverables are otherwise deemed accepted.

6.4. Acceptance. Deliverables are deemed accepted upon the earlier of (a) your written approval, (b) your publication or commercial use of the Deliverable, or (c) expiration of the revision request window in Section 6.3.

7. Intellectual Property

7.1. Ownership of Deliverables. Upon our receipt of full payment of all fees due for the applicable Deliverable, Manyclip assigns to you all right, title, and interest in and to the final Deliverable, excluding (a) Client Content (which you already own), (b) Third-Party Materials (Section 7.3), and (c) Manyclip Tools (Section 7.4). Until full payment is received, all Deliverables remain the property of Manyclip and are licensed to you on a revocable, limited basis solely for internal review.

7.2. Drafts and Working Files. Unless expressly purchased, the assignment in Section 7.1 covers final rendered Deliverables only. Raw project files, working files, drafts, and unused content remain the property of Manyclip. Project file delivery may be available for an additional fee.

7.3. Third-Party Materials. Deliverables may incorporate stock footage, music, fonts, or other third-party assets ("Third-Party Materials") licensed by Manyclip or by you. Your use of Third-Party Materials is subject to the applicable third-party license terms, which may limit permitted uses (e.g., paid advertising, broadcast). You are responsible for confirming that your intended use is covered; we will identify material license restrictions upon request.

7.4. Manyclip Tools. Manyclip retains all rights in its know-how, methodologies, templates, presets, software, AI models and workflows, and any pre-existing or independently developed materials ("Manyclip Tools"). To the extent any Manyclip Tools are embedded in a Deliverable, Manyclip grants you a perpetual, worldwide, royalty-free license to use them solely as incorporated in that Deliverable.

7.5. Portfolio Rights. Unless you opt out in writing, you grant Manyclip the right to display Deliverables and reference your name and logo in our portfolio, website, and marketing materials. We will honor written confidentiality or opt-out requests sent to [SUPPORT EMAIL].

8. Acceptable Use and Prohibited Content

You agree not to submit Client Content or request Deliverables that: (a) infringe any third-party intellectual property, privacy, or publicity rights; (b) are unlawful, defamatory, fraudulent, or deceptive (including undisclosed deepfakes or impersonation of real persons); (c) contain sexually explicit material, child sexual abuse material, or content sexualizing minors; (d) promote violence, terrorism, self-harm, or hatred against any group; (e) violate platform policies in a manner intended to deceive (e.g., coordinated inauthentic behavior); or (f) violate applicable export control, sanctions, or other laws. We may refuse, suspend, or terminate any project or account involving prohibited content without refund of fees for work already performed.

9. Confidentiality

Each party agrees to protect the other's non-public business, technical, and financial information disclosed in connection with the Services using at least reasonable care, and to use such information solely to perform or receive the Services. This obligation does not apply to information that is publicly available, independently developed, rightfully received from a third party, or required to be disclosed by law (with prompt notice where permitted). This Section survives termination for three (3) years.

10. Personnel, Subcontractors, and International Operations

10.1. Manyclip may perform the Services using employees, contractors, and subcontractors located in the United States and internationally, including in Indonesia and other jurisdictions. By using the Services, you consent to the transfer, storage, and processing of Client Content in such jurisdictions, subject to confidentiality obligations consistent with these Terms.

10.2. Manyclip remains responsible for the performance of its personnel and subcontractors.

10.3. Non-Solicitation. During the term of our engagement and for twelve (12) months thereafter, you agree not to directly solicit for employment or engagement any Manyclip personnel or subcontractor who performed Services for you, without our prior written consent. [Optional: A placement fee equal to [X]% of annualized compensation applies to any violation.]

11. Privacy and Data

Our collection and use of personal information is described in our Privacy Policy at [URL], which is incorporated into these Terms. You are responsible for ensuring that any personal information contained in Client Content (including likenesses of individuals appearing in footage) was collected and is shared with us lawfully.

12. Term, Suspension, and Termination

12.1. These Terms apply from your first use of the Services and continue until terminated.

12.2. Either party may terminate a subscription as described in Section 4.3. We may suspend or terminate your access immediately for material breach, including non-payment, violation of Section 8, or abusive conduct toward our personnel.

12.3. Upon termination: (a) all unpaid fees for Services performed become immediately due; (b) Sections 7, 9, 10.3, 13–19, and any other provisions that by their nature should survive, survive termination; and (c) we may delete Client Content and project files per Section 5.5.

13. Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, MANYCLIP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. MANYCLIP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DELIVERABLE WILL ACHIEVE ANY PARTICULAR ENGAGEMENT, REACH, REVENUE, OR OTHER OUTCOME ON ANY PLATFORM. CREATIVE WORK IS INHERENTLY SUBJECTIVE; DISSATISFACTION WITH CREATIVE CHOICES WITHIN THE AGREED BRIEF DOES NOT CONSTITUTE A DEFECT.

14. Limitation of Liability

14.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL MANYCLIP, ITS MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MANYCLIP'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO MANYCLIP FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

14.3. THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

15. Indemnification

You will defend, indemnify, and hold harmless Manyclip and its members, officers, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client Content, including any claim that Client Content infringes or misappropriates third-party rights; (b) your use, publication, or distribution of Deliverables, including use outside the scope of applicable Third-Party Material licenses; (c) your breach of these Terms or violation of applicable law; or (d) your products, services, or business activities promoted in any Deliverable. We will provide prompt notice of any claim and reasonable cooperation at your expense; you may not settle any claim imposing obligations on us without our written consent.

16. Copyright Complaints (DMCA)

If you believe content on our website or portal infringes your copyright, send a notice complying with 17 U.S.C. § 512(c)(3) to our designated agent at [DMCA AGENT NAME / ADDRESS / EMAIL]. We will respond to valid notices, which may include removing the identified material and, for repeat infringers, terminating accounts.

17. Modifications to the Services and Terms

We may modify the Services or these Terms from time to time. Material changes will be notified via the client portal, email, or website posting at least fifteen (15) days before taking effect (except changes required by law, which may take effect immediately). Your continued use of the Services after the effective date constitutes acceptance. If you do not agree to modified Terms, your sole remedy is to cancel and discontinue use.

18. Governing Law; Dispute Resolution; Arbitration; Class Action Waiver

18.1. Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

18.2. Informal Resolution. Before initiating any formal proceeding, you agree to contact us at [LEGAL EMAIL] and attempt in good faith to resolve the dispute informally for at least thirty (30) days.

18.3. Binding Arbitration. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES THAT IS NOT RESOLVED INFORMALLY WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS COMMERCIAL ARBITRATION RULES (OR CONSUMER ARBITRATION RULES, IF APPLICABLE), BY A SINGLE ARBITRATOR. The arbitration will be conducted in English, with the seat of arbitration in [Wilmington, Delaware / Indianapolis, Indiana], provided that either party may elect to appear remotely. Judgment on the award may be entered in any court of competent jurisdiction.

18.4. Exceptions. Either party may (a) bring an individual claim in small claims court, or (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information.

18.5. CLASS ACTION WAIVER. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) must proceed in court, and the waiver remains enforceable as to all other claims.

18.6. JURY TRIAL WAIVER. TO THE EXTENT ANY CLAIM PROCEEDS IN COURT, EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY.

18.7. Time Limit. Any claim must be filed within one (1) year after the cause of action accrues, or it is permanently barred, to the extent permitted by law.

19. General Provisions

19.1. Entire Agreement. These Terms, together with your order details, our pricing page, and the Privacy Policy, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements on the subject. Any signed master services agreement or statement of work between you and Bineca LLC controls over these Terms to the extent of any conflict.

19.2. Independent Contractor. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

19.3. Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.

19.4. Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, internet or utility failures, or governmental action; provided that payment obligations are not excused.

19.5. Severability; Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions remain in full force. No waiver is effective unless in writing, and no waiver of one breach waives any other.

19.6. Notices. Notices to Manyclip must be sent to Bineca LLC, [REGISTERED/BUSINESS ADDRESS], or [LEGAL EMAIL]. Notices to you may be sent to the email address associated with your account and are deemed received when sent.

19.7. Export and Sanctions Compliance. You represent that you are not located in, and will not use the Services from, any jurisdiction subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted-party list.

19.8. Headings. Section headings are for convenience only and do not affect interpretation.

Contact

Bineca LLC d/b/a Manyclip [BUSINESS ADDRESS] [SUPPORT EMAIL] · [LEGAL EMAIL] manyclip.com · app.manyclip.com