Last updated: May 22nd, 2025.

Please read these Terms of Service (these "Terms") carefully, as they constitute a legally binding agreement between Flame Industries, Inc., a Florida corporation ("InstaClip", "we," "us" or "our") and you, a brand and corporate entity ("Brand", "you", and "your") and apply to your use of our Services (as defined). These Terms apply to your use of our AI-driven media generation services.

By accessing or using the Services in any way, you represent that (1) you have read, understand, and agree to be bound by these Terms, (2) you are of legal age to form a binding contract with InstaClip if you are an individual, and in case you are utilizing the Services as a representative of or on behalf of an entity (e.g. your employer or any third party who is authorizing you to open an account on their behalf) your acceptance of these Terms also binds that entity and any reference to you is interchangeable with the entity you are representing for the purposes of the contracting entity's obligations, liability, and benefits, and (3) you have the authority to enter into these Terms. If you do not agree to be bound by these Terms, you may not access or use the Services or set up an Account.

THESE TERMS CONTAIN CLAUSES WHICH ADDRESS RISK (LIMITATION OF LIABILITY AND INDEMNITY) AS WELL AS DISPUTE RESOLUTION. IF YOU ACCEPT THESE TERMS, YOU AND INSTACLIP AGREE TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION.

1. Acceptance of these Terms

You hereby agree to accept these Terms by opening an Account under a username. BEFORE YOU DO EITHER OF THOSE, PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT WANT TO AGREE TO THESE TERMS, YOU MUST NOT USE THE Services OR SET UP AN Account.

You also agree to abide by other InstaClip rules and policies, including our Privacy Policy (which explains what information we collect from you and how we protect it), available at https://instaclipai.com/privacy-policy, that are expressly incorporated into and are a part of these Terms. Please read them carefully.

Once you accept these Terms, you are bound by them until they are terminated. See Section 12 (Term and Termination).

2. Engaging with InstaClip

2.1 What We Provide

We offer a software-as-a-service platform ("Platform" or "Dashboard") which allows you to utilize InstaClip's AI Models, Ad Templates, Image/Video Processing Engines, and other AI-driven tools (collectively, the "Services"). The Services enable you to upload your own assets ("Uploaded Content"), select or customize templates, initiate AI-driven generation jobs based on your prompts and selections, and download the resulting AI-generated media ("Generated Content").

Subject to your compliance with these Terms, InstaClip grants you certain rights to use the Services (see Section 3 and Section 9 for more details on use and Intellectual Property Rights).

2.2 How To Use Our Services

Signing On and Using the Dashboard. Once you open an Account on the Platform's website ("Dashboard"), you can upload Your Content, provide prompts, select templates, configure AI generation parameters, initiate generation jobs, and manage your Generated Content.

Providing Input for Generation. You shall provide necessary inputs, such as Uploaded Content, text prompts, template selections, or other parameters via the Dashboard to define the Generated Content you are seeking. The time required to generate content ("Generation Time") may vary based on complexity and system load.

Nature of Generated Content. The Generated Content is produced by AI Models based on your inputs. While we strive for high-quality outputs, the nature of AI means results can vary.

2.3 Modifying Generated Content

The Generated Content you are provided is intended for your use. You are free to further modify or utilize any tool, including third-party services or your own creative efforts, on the Generated Content. Any such modifications made by you are your responsibility.

You agree that InstaClip has no liability in respect of any modifications you make to Generated Content, or any content you create derived from the Generated Content using external tools. Our role is to provide the initial AI-Generated Content based on your inputs through our Platform.

3. IP Rights in Uploaded and Generated Content

Your Uploaded Content: You retain all ownership rights to your Uploaded Content. By uploading content to the Service, you grant InstaClip a limited, non-exclusive, worldwide, royalty-free license to use, reproduce, modify (e.g., reformat, resize), and process your Uploaded Content solely for the purpose of providing the Services to you, including generating your Generated Content. We will not use your Uploaded Content for any other purpose without your explicit consent. InstaClip does not claim any ownership rights in the training data used by underlying third-party AI models, nor does it claim rights over your Uploaded Content beyond what is necessary to deliver the Service.

Generated Content: Subject to your compliance with these Terms and full payment of any applicable fees, you are and will be the sole and exclusive owner of all right, title, and interest in and to all Generated Content created for you through the Service, including any and all Intellectual Property Rights therein. In these Terms, "Intellectual Property Rights" means registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any copyright, trademark, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

In furtherance of the foregoing, (a) all Generated Content is deemed work made for hire as defined in Section 101 of the Copyright Act of 1976, to the extent applicable; and (b) to the extent any Generated Content or Intellectual Property Right therein does not qualify as, or otherwise fails to be, work made for hire, InstaClip hereby assigns, transfers, and otherwise conveys to you, irrevocably and in perpetuity, throughout the universe, all of its right, title, and interest (if any) in and to such Generated Content, including all Intellectual Property Rights therein. If InstaClip or the AI Models have any rights, including without limitation "artist's rights" or "moral rights," in the Generated Content that cannot be assigned, InstaClip (on behalf of itself and, to the extent it has the right, its AI Models/technology providers) grants you, an exclusive worldwide, fully paid and royalty-free, irrevocable, perpetual license, with rights to sublicense through multiple tiers of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and publicly display the Generated Content in any medium or format, whether now known or later developed. In the event that any such rights cannot be assigned or licensed, InstaClip (on behalf of itself and, to the extent it has the right, its AI Models/technology providers) shall unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind against you or your customers and channel partners.

Notwithstanding the foregoing, you grant InstaClip AI a worldwide, royalty-free, irrevocable, perpetual license to use, reproduce, distribute, publicly perform, and publicly display anonymized or aggregated forms of Generated Content and usage data for InstaClip AI's internal research, service improvement, and for its own marketing and promotional purposes, provided that such use does not identify you or your specific Uploaded Content without your prior consent.

4. Use of AI Models and Technology

InstaClip utilizes various AI Models, Ad Templates, Image/Video Processing Engines, and potentially third-party AI services ("Underlying Technologies") to generate content for you. Your use of the Service is subject to the capabilities and limitations of these Underlying Technologies. InstaClip is responsible for its agreements with providers of any third-party Underlying Technologies. However, the outputs (Generated Content) are a result of the interaction between these technologies and your inputs. We do not guarantee that Generated Content will be free from artifacts, errors, or potential similarities to existing content due to the nature of AI.

5. Content Generation and Use Policy

You are responsible for the Uploaded Content you provide and the prompts you use to create Generated Content. You agree not to use the Services to create or disseminate content that:

• Violates any applicable laws or regulations, including FTC guidelines and social media platform rules if applicable to your use of Generated Content.
• Is abusive, harassing, obscene, vulgar, hateful, sexually explicit, invasive of another's privacy, defamatory, or otherwise objectionable or illegal.
• Discriminates based on race, gender, religion, nationality, disability, sexual orientation, age, family status, or any other legally protected class.
• Infringes or violates any Intellectual Property Rights or any right of privacy or publicity of any third party. You must ensure you have all necessary rights to your Uploaded Content.
• Promotes or endorses any ware, service, or brand that directly competes with InstaClip AI, unless for comparative advertising compliant with applicable law.
• Attempts to generate content that could reflect poorly on InstaClip or its users through malicious or deceptive prompts.

InstaClip reserves the right to refuse to generate, or to remove, any content that it deems, in its sole discretion, to violate these policies or for any other reason.

6. Service Updates

You understand that the Services are evolving and features and benefits you receive through the Dashboard as well. You acknowledge and agree that InstaClip may update the Services with or without notifying you, including adding or removing features, products, AI Models, or functionalities, with or without changing our Terms (see Section 14 for changes to Terms). From time-to-time we may include certain additional "beta" functionality – you may be provided an opt-in notice or such functionality may be simply flagged. Your use of our Services and any portion of the Services is subject to our disclaimers set out in these Terms.

6.1 Usage Monitoring and Management

We may monitor generation jobs and your use of the Services to ensure compliance with these Terms, to protect system stability, and to ensure service quality and fair use for all customers. InstaClip reserves the right to limit, throttle, or suspend access or specific jobs if usage is deemed excessive, disruptive, or in violation of these Terms, at our sole discretion.

7. Use Restrictions

In your use of our Services, you agree to not, directly, or indirectly (and will not permit any third party) to:

1. Do anything with the Dashboard other than use them for your own use in accordance with these Terms, including not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Dashboard or Services;
2. Use InstaClip's name, trademarks, service marks, trade names, designs, logos, or any other materials we make available via the Services, except as allowed by these Terms or as part of Generated Content you are licensed to use;
3. Remove, alter, or destroy any copyright notices or other proprietary markings (trademarks, service marks or other proprietary notices) comprising or provided in the Dashboard or any Generated Content (unless such Generated Content is fully owned by you and such alteration is permissible);
4. Copy, modify, translate, adapt, merge, archive, download (other than permitted Generated Content), upload, disclose, distribute, sell, lease, syndicate, broadcast, perform, display, make available, make derivatives of, or otherwise use the Dashboard or underlying Service technology, in part or in whole other than as expressly permitted by these Terms or enabled by the Services' intended functionality;
5. Reverse engineer, duplicate, decompile, disassemble, or decode the Dashboard or any underlying AI Models or software, or otherwise extract the source code of the software or attempt to discover the training data or architecture of AI Models;
6. Use any robot, spider, crawler, scraper, avatar, miner or other manual or automated means to access the Dashboard, "scrape" or download data (other than your Generated Content) from any part of our Dashboard;
7. Upload viruses or other malicious code or otherwise compromise, bypass, or circumvent the security of the Dashboard or Services;
8. Violate any applicable law or regulation in connection with your access to or use of the Services;
9. Disrupt or hinder (or try to do so) any of the Dashboard's web pages, our connected servers or networks, or technical systems, or not follow protocols or guidelines linked to the Service;
10. Try to detect, scan, or test any vulnerabilities of the Dashboard or any of our system or network, or breach or override any security or authentication protections for the Dashboard;
11. Pretend to be someone else or falsely represent your association with any other entity;
12. Access the Dashboard in ways that are not authorized by these Terms; or
13. Leverage the Services to develop competing products or allow the same for a third-party, or use any outputs from the Service to train or fine-tune other AI models.

In all cases, InstaClip determines in our sole discretion whether any of your actions violate the above rules. We reserve the right to remove any offending content, terminate or limit the visibility of your Account.

8. Creating an Account

8.1 Registration

To use the Services, you must register for an Account ("Account") and provide information as prompted by the account registration flow (e.g., email and password, or OAuth). You represent and warrant that: (a) all registration information you submit is truthful and accurate; and (b) you will maintain and promptly update such information to keep it true, accurate, current, and complete.

8.2 Eligibility

The Services are only available to those individuals and entities who can form legally binding contracts under applicable law. If you are an individual, by accessing or using the Services, you represent and warrant that you are at least 18 years of age or over the age of majority in the state or country where you are a resident or citizen. You are not eligible to use the Services if you are barred from using the Services pursuant to Section 20 (Export Control) in these Terms.

8.3 User Information & Credentials

When you create an Account with InstaClip, you will be asked to choose a username and password or use an OAuth provider. You acknowledge and agree that you are exclusively responsible for the security and confidentiality of your login credentials and for all use of the Services and all related actions undertake in connection with your login credentials, with or without your knowledge. You agree that you will monitor your Account. You are responsible for any actions taken using your log-in credentials. You agree to notify InstaClip immediately of any actual or suspected unauthorized use of your Account, your password or any other breach of security as related to the Services, including on any hardware device which you may use to access our Services.

8.4 Suspension or Termination

We may suspend or terminate your Account at any time at our discretion, including for your breach of these Terms.

9. Intellectual Property Rights, Ownership and Grants

9.1 InstaClip's Rights

The Services utilize technology, capabilities and contain certain materials provided by us as well as our licensors, including but not limited to, all proprietary content, information, software, AI Models, Ad Templates, audio-visuals, text, graphics, illustrations, logos, or other original or licensed content (excluding your Uploaded Content and your rights in Generated Content). InstaClip and its licensors reserve all ownership and Intellectual Property Rights to all parts of the Services and its underlying technology.

9.2 Rights InstaClip Grants You

Subject to your compliance with these Terms, InstaClip grants you a non-exclusive, non-transferable, non-sublicensable, revocable, right to use the Dashboard and other aspects of the Service for the purpose of creating and downloading Generated Content.

9.3 Rights You Grant Us

In addition to rights granted in Section 3 regarding Uploaded Content and Generated Content for marketing, You hereby grant InstaClip a worldwide, royalty-free, revocable (except where specified otherwise, such as for marketing use under Section 3 or for Feedback) and non-transferable, sublicensable license to host, store, cache, use, display, reproduce, modify, adapt, edit, publish, analyze, transmit, and distribute ("Handle") your Uploaded Content and your prompts solely for the purpose of providing you the Service and generating your Generated Content.

You agree that submission of any ideas, suggestions, documents, and/or proposals to InstaClip ("Feedback") is at your own risk and that InstaClip has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to InstaClip a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable and transferable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback for any purpose, including improving the Services.

10. Aggregate Stats

InstaClip shall monitor use of the Services, including the Dashboard, and collect and compile data and information related to all such use in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Dashboard ("Aggregated Statistics"). Such Aggregated Statistics are wholly owned by InstaClip with all rights reserved for operating, developing, providing, promoting, and improving the Services.

11. Communications

By entering into these Terms or using the Dashboard, you agree to receive communications from us, and applicable third parties, including via email, and/or push notifications. Communications from us and our affiliated companies, and applicable third parties, may include, but are not limited to, the following: operational communications concerning your Account or the use of the Services; updates concerning new and existing features on the Services; news concerning InstaClip; or news concerning an order or any transaction that is relevant in respect of your Account.

12. Term and Termination

12.1 Term

These Terms commence on the earlier of the date you first used the Services or the date when you accepted these Terms, and these Terms will remain in full force and effect while you use the Services, unless terminated earlier in accordance with this Section 12.

12.2 Termination by InstaClip

If you have breached any provision of these Terms, if InstaClip is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), or if it is commercially impracticable for InstaClip to provide the Services, InstaClip has the right to, immediately and without notice, suspend or terminate any or all of the Services provided to you. You agree that all terminations will be made at InstaClip's sole discretion and that InstaClip will not have any liability whatsoever to you or any third party for any suspension or termination.

12.3 Termination by You

You may terminate these Terms (i) for convenience upon notifying us no less than 14 days in advance in writing, or (ii) for our breach of these Terms where the breach is uncurable or is not cured within 30 days of your notice to us. Other than the clauses which survive any expiry or termination of these Terms, these Terms shall not apply to you upon the earlier of (iii) your notice to us requesting Services to no longer be provided, or (iv) deletion of applicable Accounts by emailing us at [email protected]. In the event of your termination for convenience, you will not be entitled to any refunds for any prepaid fees. You will be refunded, on a pro-rata basis, any prepaid fees if you terminate these Terms pursuant to subsection (ii) in this Section 12.3.

12.4 Effect of Termination

If the Services are terminated for any reason, your use rights in respect of the full features of the Services shall cease. Upon termination, InstaClip may delete your Uploaded Content and Generated Content, subject to applicable law and our data retention policies, and refund you any applicable amounts pursuant to Section 12.3.

12.5 Survival

The following Sections shall survive any termination of your use right: This Section 12.5, Section 3 (to the extent of ongoing licenses or ownership rights), and Sections 9.1, 9.3 (Feedback license), 10, 12.4, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, and 24.

13. Fees and Payment

13.1 Fees

Access to and use of the Services may require payment of subscription fees or other charges as detailed on our pricing page or in your Account Dashboard. You agree to pay all applicable fees for the Services you select. All fees are non-refundable except as expressly stated in these Terms or as required by law. We reserve the right to change our fees at any time without notice.

13.2 Taxes

You shall be responsible for all sales, use and excise, and income taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by you hereunder.

13.3 Currency

All amounts in respect of our Services are in U.S. dollars.

13.4 Subscription Auto-Renewal and Cancellation

Your subscription will automatically renew at the end of each billing period (e.g., monthly, annually) for a subsequent equivalent period, at the then-current non-promotional subscription rate, unless you cancel beforehand. To stop future charges, you must cancel your subscription via your Dashboard settings or by emailing [email protected] at least five (5) days before your next renewal date. Upon cancellation, your subscription remains active until the end of the then-current billing cycle and then will not renew. You will not be charged for the subsequent billing period.

13.5 Refunds and Credits

Except as expressly stated in Section 12.3 (regarding termination by you for our uncured breach) or as required by applicable law, all fees paid for subscriptions or other Services are non-refundable. User-initiated cancellations as described in Section 13.4 do not trigger refunds for any unused portion of the subscription term. InstaClip does not provide refunds or credits for any partial subscription periods or unused services, unless otherwise mandated by law or at our sole discretion.

14. Changes to Terms

These Terms are subject to occasional revision by InstaClip. When changes are made, InstaClip will make a new copy of these Terms available on its website and on the Service. We will also update the "Last updated" date at the top of these Terms. If we make any substantial changes, and you have registered an Account, we will also send an email to you at the last e-mail address you provided to us to notify you. Any changes to these Terms will be effective immediately for new registered users of the Services and will be effective 30 days after posting notice of such changes on the website for existing registered end-users, provided that any material changes will be effective for anyone who has an Account with us upon the earlier of 30 days after posting notice of such changes on our website or 30 days after dispatch of an e-mail notice of such changes to such users. InstaClip may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. IF YOU DO NOT AGREE TO ANY CHANGES AFTER RECEIVING NOTICE OF SUCH CHANGE(S), YOU WILL STOP USING THE SERVICES. OTHERWISE, YOUR CONTINUED USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.

15. Indemnity

15.1 Your Indemnification

You agree, to the extent permitted by law, to indemnify, defend, and hold harmless InstaClip, our affiliates, directors, officers, stockholders, employees, licensors, and Providers ("InstaClip Parties") from and against any and all Actions and related Losses due to, arising out of, or relating in any way to: (1) your access to or use of the Services; (2) your Uploaded Content or your prompts and instructions given to the Service; (3) allegation of facts that, if true, would constitute your breach of any of your representations and warranties, infringement of rights of another party (including IP rights in your Uploaded Content), your negligence, or more culpable act or omission (including recklessness or willful misconduct); or (4) any breach of applicable laws and regulations by you. InstaClip reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with InstaClip in asserting any available defenses.

15.2 InstaClip Indemnification

InstaClip agrees to indemnify, defend, and hold you harmless from and against any and all (1) Losses incurred by you resulting from any Action by a third party that your use of the Services (excluding your Uploaded Content and Generated Content resulting from your specific inputs) in accordance with these Terms infringes or misappropriates such third party's U.S. Intellectual Property Rights, or (2) Losses arising from InstaClip's gross negligence, fraud or willful breach of laws. The foregoing obligation does not apply to the extent that the alleged infringement arises from:

• Your Uploaded Content or specific instructions or prompts you provide;
• Generated Content, to the extent the claim relates to elements derived from your Uploaded Content or specific prompts, or your subsequent modification or use of the Generated Content;
• Access to or use of the Services in combination with any content, hardware, system, software, network, or other materials or service not provided by InstaClip or specified for your use by InstaClip;
• Your use of Generated Content in a manner not contemplated by the Service or these Terms; or
• Failure to timely implement any modifications, upgrades, replacements, or enhancements made available to you by or on behalf of InstaClip if such an update would have avoided the infringement.

InstaClip disclaims any liability for Generated Content that inadvertently infringes third-party rights due to the probabilistic nature of AI model outputs or similarities to data the AI model may have been trained on. Your use of Generated Content is at your own risk regarding such inadvertent infringements.

For the purposes of these Terms:

• "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.
• "Affiliate" of a Party means any other party that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
• "Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

15.3 Indemnification Procedure

Each Party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 15.1 or 15.2, as the case may be. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee's failure to perform any obligations under this Section 15.3 will not relieve the Indemnitor of its obligations under this Section 15, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.

15.4 Mitigation

If any of the Services are, or in InstaClip's opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if your or any authorized user's use of the Dashboard is enjoined or threatened to be enjoined, InstaClip may, at its option and sole cost and expense:

1. Obtain the right for you to continue to use the Services materially as contemplated by these Terms;
2. Modify or replace the Services, in whole or in part, to seek to make the Services (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services, as applicable, under these Terms; or
3. By written notice to you, terminate these Terms with respect to all or part of the Services, and require you to immediately cease any use of the Services or any specified part or feature thereof, and provide a pro-rata refund of any prepaid unused fees.

15.5 Sole Remedy

THIS SECTION 15 SETS FORTH YOUR SOLE REMEDIES AND INSTACLIP'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES OR ANY SUBJECT MATTER OF THESE TERMS INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

16. Limitation of Liability

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL INSTACLIP BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE SERVICE, OR ANY DAMAGES RESULTING FROM YOUR USE OF OR RELIANCE ON GENERATED CONTENT, IN EACH CASE WHETHER OR NOT INSTACLIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT IN RESPECT OF A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15 OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR MORE THAN THE GREATER OF (A) $100 USD OR (B) THE TOTAL FEES PAID BY YOU TO INSTACLIP IN THE SIX (6) MONTHS PRECEDING THE CLAIM, UNDER THESE TERMS. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION.

SOME COUNTRIES, STATES, PROVINCES, OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY AS STATED IN THIS SECTION, SO THE TERMS HEREIN MAY NOT FULLY APPLY TO YOU.

17. Disclaimer of Warranties and Conditions

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES, INCLUDING THE DASHBOARD, AND ANY UPLOADED CONTENT OR GENERATED CONTENT, IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. INSTACLIP EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT IN RESPECT OF THE SERVICES AND GENERATED CONTENT.

INSTACLIP MAKES NO WARRANTY, REPRESENTATION, OR CONDITION WITH RESPECT TO ANY GENERATED CONTENT, INCLUDING ITS ACCURACY, COMPLETENESS, UNIQUENESS, OR SUITABILITY FOR YOU. YOU ACKNOWLEDGE THAT AI-GENERATED CONTENT MAY CONTAIN INACCURACIES, BIASES, OR "HALLUCINATIONS," AND MAY INFRINGE ON THIRD-PARTY RIGHTS OR RESEMBLE EXISTING WORKS. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND VALIDATING ANY GENERATED CONTENT BEFORE USE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM INSTACLIP OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.

WHILE INSTACLIP STRIVES TO USE AI MODELS THAT ARE TRAINED ON ETHICALLY AND LEGALLY SOURCED DATA, WE DO NOT WARRANT THAT THE TRAINING DATA FOR ANY UNDERLYING AI MODELS (ESPECIALLY THIRD-PARTY MODELS) IS FREE FROM BIAS OR THIRD-PARTY INTELLECTUAL PROPERTY. THE OUTPUTS OF SUCH MODELS ARE PROVIDED AS-IS.

WE PROVIDE TOOLS TO GENERATE OUTPUT BUT DO NOT MONITOR OR HAVE CONTROL OVER THE SPECIFIC PROMPTS YOU PROVIDE OR THE UPLOADED CONTENT YOU USE – INSTACLIP DISCLAIMS ALL LIABILITY IN RESPECT OF YOUR OR ANY OTHER PARTY'S USE OF ITS SERVICES AND CREATION OF ANY OUTPUT BASED ON SUCH INPUTS.

INSTACLIP MAY CHANGE ITS AI MODEL PROVIDERS OR UNDERLYING TECHNOLOGIES AT ANY TIME. WE DO NOT WARRANT THE PERFORMANCE OF, OR IN ANY WAY CONTROL OUR THIRD-PARTY MODEL PROVIDERS, INCLUDING IN RESPECT OF THEIR ACTIONS OR DATA HANDLING PRACTICES (BEYOND OUR CONTRACTUAL AGREEMENTS WITH THEM).

18. Governing Law and Dispute Resolution

18.1 Governing Law

These Terms and all related documents including all exhibits attached hereto, and all matters arising out of or relating to these Terms, are governed by, and construed in accordance with, the laws of the State of Florida, without giving effect to the conflict of laws provisions thereof.

18.2 Arbitration

You and InstaClip agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services will be resolved by binding arbitration, rather than in court, except that: (1) you and InstaClip may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or InstaClip may seek equitable relief in court for infringement or other misuse of Intellectual Property Rights or breach of confidentiality.

18.3 Waiver of Jury Trial

YOU AND INSTACLIP HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.

18.4 Waiver of Class and Other Non-Individualized Relief

YOU AND INSTACLIP AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.

18.5 Rules and Forum

These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision in these Terms with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq, will govern the interpretation and enforcement of this Section 18 and any arbitration proceedings. The arbitration will be administered by the American Arbitration Association ("AAA"), in accordance with the AAA Commercial Arbitration Rules then in effect and one arbitrator alone and such arbitrator will have exclusive authority to resolve any dispute, including, without limitation, disputes arising out of or related to the interpretation or application of this Section 18, including the enforceability, revocability, scope, or validity of the arbitration requirement or any portion of this Section 18. The arbitration shall take place in Miami-Dade County, Florida, unless otherwise agreed.

19. Severability, Waiver

If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

20. Export Control

You may not utilize the Services from (a) any United States embargoed countries, or (b) if you are anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that products, services, or technology provided by InstaClip are subject to the export control laws and regulations of the United States. You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer InstaClip products, services, or technology, either directly or indirectly, to any country in violation of such laws and regulations.

21. Notice

All notices required or permitted under these Terms will be in writing and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally recognized express courier, with written confirmation of receipt; (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) when sent by email, on the date the email was sent if sent during normal business hours of the receiving party, and on the next business day if sent after normal business hours of the receiving party. In the event that the last e-mail address you provided to InstaClip is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by these Terms, InstaClip's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to InstaClip at the following email address: [email protected].

22. Assignment

These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without InstaClip's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. InstaClip may assign these Terms and any other right or obligation to a party without any consent or notification requirement to you.

23. Force Majeure

InstaClip will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor, or materials, or failures of underlying AI model providers.

24. Final Terms

These Terms, along with any InstaClip ordering document or subscription details as found on the Dashboard make up the final, entire, and exclusive agreement between you and InstaClip with respect to the subject matter hereof and supersede any prior agreements and discussions, both written and oral, with respect to such subject matter. No purchase order or other document issued by you in respect of our Services shall control unless we have expressly agreed to do so in writing and specified which clauses in particular in these Terms are overridden by such other documents.

25. Contact Us

We welcome comments, questions, concerns, or suggestions. Please send us any inquiries at [email protected] or find more information about us by visiting https://instaclipai.com/

26. Counterparts

In case you are executing a written acceptance of these Terms, these Terms may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute a single instrument.