⚠️ UNREVIEWED DRAFT — NOT FOR PUBLICATION
Prepared for review and correction by counsel. Not legal advice. Do not publish, link from the product, or reference in a rights-assertion checkbox until reviewed.
Items in BRACKETS require a decision or counsel's judgment. Sections marked ⚖️ COUNSEL are the ones where boilerplate is most likely to be wrong for this specific product.
Draft version: 0.0-draft Corresponding
terms_versionvalue in the audit record:0.0-draft
These Terms of Service ("Terms") govern your access to and use of Kerliv (the "Service"), operated by LEGAL ENTITY NAME ("Kerliv", "we", "us").
By creating an account, uploading content, or otherwise using the Service, you agree to these Terms. If you do not agree, do not use the Service.
You must be at least 18 years old to use the Service. By using the Service you represent that you are 18 or older and have the legal capacity to enter into these Terms.
The Service is not directed at children and we do not knowingly permit accounts held by anyone under 18.
Kerliv is an automated video production tool. You upload video you have recorded; the Service processes it using automated systems, including:
The output is machine-generated. It may contain errors, including imagery that does not match what you said, on-screen text that misrepresents your speech, imperfect separation of subject from background, or music that does not suit your content. You are responsible for reviewing the output before publishing it.
We do not review, approve, or endorse any content you upload or publish.
You are responsible for maintaining the security of your account credentials and for all activity that occurs under your account. Notify us promptly of any unauthorised use.
You retain all ownership rights in the video you upload ("Your Content") and in the finished videos the Service produces from it ("Output"), subject to the third-party licence terms in Section 7.
Each time you upload video to the Service, you represent and warrant that:
⚖️ COUNSEL — this is the operative clause. Draft wording follows; please review it as the substantive risk-transfer provision, not as boilerplate. See also the question in Section 5.4 below.
(a) You own Your Content, or otherwise have all rights necessary to upload it and to have it processed and published as contemplated by these Terms;
(b) Every individual whose likeness, voice, or image appears in Your Content has given informed consent to (i) being recorded, (ii) having that recording processed by an automated system including the separation and replacement of the recorded background, and (iii) publication of the resulting Output;
(c) No individual appearing in Your Content is a minor, unless you hold the verifiable consent of that minor's parent or legal guardian to each of the uses in (b);
(d) You have all rights necessary in respect of any third-party material visible or audible in Your Content, including but not limited to trademarks, logos, artwork, documents, screen contents, and music playing in the recording environment;
(e) Your Content was not obtained by deception, by surveillance, or without the knowledge of any individual appearing in it;
(f) Your Content and the Output do not and will not infringe any third party's intellectual property, privacy, publicity, or other rights, and do not violate any applicable law.
You grant Kerliv a limited, non-exclusive, worldwide, royalty-free licence to store, reproduce, process, modify, and transmit Your Content solely for the purpose of providing the Service to you — including transcription, automated analysis, compositing, rendering, and delivery of the Output back to you.
This licence terminates when Your Content is deleted, subject to the retention schedule described in our Privacy Policy.
We do not claim any right to use Your Content or your Output for marketing, promotion, demonstration, or publicity. If we wish to feature your work, we will ask you first and obtain your separate written permission.
⚖️ COUNSEL / FOUNDER DECISION: The founder has elected not to take a marketing licence, on the reasoning that the target users are finance creators whose credibility depends on their content appearing self-produced, and that a broad promotional licence would be the clause most likely to deter a careful reader. Several competitors do take one. Please confirm this is workable and flag any operational consequence.
You agree to indemnify, defend, and hold harmless Kerliv and its officers, employees, and agents from and against any claim, demand, loss, liability, damage, or expense (including reasonable legal fees) arising out of or relating to: (a) Your Content; (b) the Output you publish or distribute; (c) your breach of any representation or warranty in Section 5.2; or (d) your violation of these Terms or any applicable law.
⚖️ COUNSEL: The founder's stated concern is that an indemnity from an individual creator may have limited practical value in satisfying a real claim. Please advise whether this provision should be understood primarily as (a) risk transfer, (b) evidence of a good-faith consent process, or (c) deterrent — and whether additional protective measures (e.g. insurance, a stricter upload gate, or a narrower service scope) are warranted at this stage.
You may not use the Service to create, process, or distribute content that:
(a) depicts any individual without the consent required under Section 5.2;
(b) impersonates any person, or is intended to deceive viewers as to the identity of any person appearing in it;
(c) depicts a minor in any sexual, exploitative, or harmful context, or otherwise endangers a minor;
(d) harasses, threatens, defames, or incites violence or hatred against any person or group;
(e) is unlawful in any jurisdiction where you upload or publish it;
(f) infringes any third party's intellectual property or other rights;
(g) violates the terms of service of any platform on which you publish the Output;
(h) attempts to circumvent any technical limitation of the Service, including usage caps and watermarking.
We may suspend or terminate access for any violation, without refund.
The Service composites imagery and music from our library into your Output. That material is licensed to us by third parties and is provided to you subject to those licences.
⚖️ COUNSEL — INCOMPLETE PENDING VERIFICATION. The current library is sourced from Pexels; the music library's provenance is not yet documented. Please advise on: (i) whether the applicable licence permits redistribution inside a derivative work produced by a commercial service for a paying customer; (ii) what attribution or restrictions must flow through to users in this section; (iii) our exposure where a contributor uploaded material they did not own; and (iv) whether we should move to a licensed commercial provider before scaling. This section cannot be finalised until the music library's licensing is established.
PLACEHOLDER — flow-through licence terms and any attribution requirement
The Service is intended for use by creators producing commentary on financial topics.
Kerliv does not provide financial, investment, tax, or legal advice, and nothing produced by the Service constitutes such advice. We do not review, verify, endorse, or take responsibility for the accuracy of any statement made in Your Content or appearing in your Output — including any figure, statistic, claim, or on-screen text.
Where the Service generates on-screen emphasis text derived from your speech, that text is produced by an automated system and may misstate or misrepresent what you said. You are solely responsible for reviewing all on-screen text before publishing.
You are solely responsible for compliance with all laws and regulations applicable to your content in your jurisdiction, including any licensing, registration, or disclosure obligations that attach to the publication of financial commentary or advice.
5 minutes of processing per calendar month. Videos exported on the free tier include a Kerliv watermark. Unused minutes do not carry over: your allowance resets to its full amount at the start of each new calendar month, regardless of how much of the previous month's allowance went unused.
$29 per month for 60 minutes of processing. Videos exported on the paid tier do not include a watermark. As with the free tier, unused minutes do not carry over between billing periods.
Watermarking is determined by your plan at the time each export is produced, not at the time the video was uploaded. If you downgrade from a paid plan to the free tier, any new export you produce — including a re-export of a video created while you were on a paid plan — will include the watermark. Exports you have already downloaded are unaffected.
REFUND POLICY — FOUNDER DECISION REQUIRED
WHAT HAPPENS TO STORED VIDEOS — FOUNDER DECISION REQUIRED. Options: retained at free-tier limits, retained read-only, or deleted after a stated grace period. Note this interacts with the retention schedule in the Privacy Policy.
We may change pricing on NOTICE PERIOD notice. Changes do not affect the current billing period.
The first 50 creators to create an account hold this rate: $19 per month for 60 minutes of processing, permanently, regardless of any change we later make to pricing for new creators under Section 9.6.
This rate applies specifically to the tier described in Section 9.2. It does not extend to any higher tier we may introduce later — if you upgrade to a future tier, that tier's own pricing applies.
LAPSE POLICY — whether this rate survives cancellation of a founding creator's subscription, and if so for how long, is not yet decided.
The Service is provided on an "as available" basis. We do not guarantee uptime, processing speed, or that any particular video will process successfully.
Processing is computationally intensive and may take substantially longer than the duration of your source video. We provide estimates where we can, but they are estimates only.
THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
We do not warrant that the Service will be uninterrupted or error-free, that Output will meet your requirements, or that supporting imagery, music, or on-screen text selected by the automated system will be appropriate for your content.
⚖️ COUNSEL — please advise on enforceability in Texas and on which exclusions are unavoidable, particularly as against a free-tier user who has paid nothing.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, KERLIV'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) USD 100.
WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL.
You may close your account at any time. On closure we will delete your content in accordance with our Privacy Policy — note that a permanent upload audit record is retained after account deletion, as described there.
We may suspend or terminate your access if you breach these Terms, or if we discontinue the Service.
We respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act.
DESIGNATED AGENT NAME, ADDRESS, EMAIL — required for DMCA safe harbour; registration with the U.S. Copyright Office also required
COUNTER-NOTICE PROCEDURE
We may update these Terms. We will notify you of material changes by EMAIL / IN-PRODUCT NOTICE at least NOTICE PERIOD before they take effect.
We record the version of these Terms in force at the time of each upload you make. Continued use after changes take effect constitutes acceptance.
These Terms are governed by the laws of the State of Texas, without regard to conflict of laws principles.
⚖️ COUNSEL: arbitration clause and class-action waiver — advise whether to include, and on enforceability and appropriateness at this stage.
VENUE
SUPPORT EMAIL LEGAL ENTITY NAME AND ADDRESS