Public offer agreement

1Terms and definitions

Contractor — Индивидуальный предприниматель Кирин Максим Игоревич (ИП Кирин М. И.), ИНН 740411476070, ОГРНИП 317502900001593, адрес: 143402, Московская область, г. Красногорск, ул. Видная, д. 2, кв. 333, providing services through the ClipClone platform located at clipclone.app.

Customer (User) — an individual or a legal entity that has accepted this Offer and uses the Contractor's services.

Platform / Service — the ClipClone software and hardware system intended for cloud batch processing of video files and for making unique versions of them.

Services — a set of cloud video content processing services, including creating unique versions of videos, checking the similarity of copies and providing access to the processing results.

Dashboard — the User's secure personal area on the Platform, accessed by authorization in the Telegram messenger, via a Google account or with a one-time code sent to the User's email address.

Plan — a set of parameters and limits that determine the volume and terms of the Services (the number of output minutes, the number of videos processed at once, per-run limits).

Output minutes — the unit of measurement of the volume of Services rendered: the total duration of the created Versions that have passed the automatic uniqueness check. Versions that have not passed the check are not included in Output minutes, except when the User has set check thresholds stricter than in the Platform's built-in presets. The duration of each Version is rounded up to a whole second, and the total for the billing period to a whole minute. If the User stops processing, only finished Versions are counted.

Free trial — a free volume of Services of 5 output minutes provided once to a new User.

Source material — a video file uploaded by the User to the Platform for processing.

Version / Copy — a unique video file created by the Platform from the Source material by applying visual, audio and technical changes.

Preset — a set of processing settings that determine the parameters for creating unique versions of a video.

2Subject of the agreement

2.1.The Contractor undertakes to provide the Customer with cloud video content processing Services in accordance with the selected Plan, and the Customer undertakes to accept and pay for the Services on the terms of this Agreement.

2.2.The Services include:

• Providing access to the Platform through the Dashboard
• Receiving and storing Source materials in the cloud infrastructure
• Creating unique versions of videos according to the parameters selected by the User
• Automatic checking of the similarity of each created version to the source (SSIM, pHash, PDQ metrics)
• Providing access to download the finished versions
• Technical support

2.3.The list and cost of the Plans are given on the Platform website in the “Pricing” section.

3Procedure for accepting the offer

3.1.Acceptance (full and unconditional acceptance) of this Offer is made by the User by performing one of the following actions:

• Registration and authorization on the Platform via Telegram, a Google account or with a code sent to an email address
• Uploading the first video file for processing
• Payment for any Plan
• Actually starting to use the trial minutes

3.2.Acceptance of the Offer means the User's full agreement with all terms of this Agreement without any exceptions or limitations.

3.3.The Agreement is deemed concluded from the moment of acceptance of the Offer and remains in force until the Parties have fully performed their obligations.

4Cost of services and payment procedure

4.1.The cost of the Services is determined by the selected Plan and is given on the Platform website in the “Pricing” section.

4.2.Plans current as of the publication date:

Solo — 2,990 RUB/month

• 750 output minutes
• 3 videos processed at once
• Up to 10 videos per run
• Overage: 5 RUB per minute

Pro — 7,490 RUB/month

• 3,000 output minutes
• 6 videos processed at once
• Up to 10 videos per run
• Overage: 3.5 RUB per minute

Scale — 17,990 RUB/month

• 12,000 output minutes
• 10 videos processed at once
• Up to 10 videos per run
• Overage: 1.5 RUB per minute

Custom — from 24,990 RUB/month, the volume of minutes and the terms by agreement, up to 50 videos per run.

4.3.A new User is provided once with a Free trial — 5 free output minutes. Trial minutes are not renewed or carried over, and processing beyond them is not available during the Free trial. The Free trial is provided to one person once: if the same person registers again, including under a different account, trial minutes are not credited.

4.4.Output minutes of a paid Plan are provided for the billing month and are renewed at the beginning of the next billing month. The unused balance does not carry over to the next month.

4.5.When paying for a year, a discount equivalent to two months of use is provided (payment for 10 months, use for 12 months): Solo — 29,900 RUB, Pro — 74,900 RUB, Scale — 179,900 RUB per year.

4.6.Payment is made:

• By an invoice issued through the Support service
• Through payment systems on the Platform website — once they are connected
• By other methods agreed with the Contractor

4.7.Services under paid Plans are provided on a prepayment basis. Access to a paid Plan is opened after the funds are credited to the Contractor's account.

4.8.When the limit of output minutes within the paid Plan is exhausted:

• Processing does not stop automatically
• Overage minutes are charged at the rate specified for the corresponding Plan and paid by invoice at the end of the billing month
• The User may switch to a higher Plan

4.9.The Contractor may change the cost of the Plans by notifying the User at least 14 days in advance. The changes do not apply to periods already paid for.

5Procedure for providing the services

5.1.To start using the Services, the User:

• Logs in to the Platform via Telegram, a Google account or with a code sent to an email address — the account is created automatically on the first login
• Gets access to the Dashboard and the Free trial
• Selects and pays for a Plan for processing beyond the Free trial

5.2.The User uploads Source materials through the Platform interface.

5.3.The User selects the processing parameters:

• Number of versions
• Processing preset (or creates their own)
• Other available settings

5.4.After processing is started:

• Source materials and settings are passed to the processing queue
• Processing is performed on the Contractor's servers
• Processing progress is shown in the Dashboard
• Neither the User's presence nor the operation of their computer is required

5.5.When processing is complete, the finished versions become available for viewing and downloading in the Dashboard. Files are stored until the User deletes them, but no longer than the term of the Agreement (clause 13.4).

5.6.Processing time depends on:

• The duration and resolution of the source videos
• The number of versions being created
• The load on the server infrastructure
• The number of videos processed at once under the Plan

5.7.The Contractor does not guarantee a specific processing time but undertakes to make reasonable efforts to process materials as quickly as possible.

6Rights and obligations of the Contractor

6.1.The Contractor undertakes to:

• Provide access to the Platform 24/7, subject to technical breaks
• Process Source materials in accordance with the selected parameters
• Ensure automatic checking of the similarity of the created versions
• Store uploaded and processed files in accordance with clause 5.5
• Ensure the confidentiality of the User's data
• Provide technical support

6.2.The Contractor has the right to:

• Suspend the provision of the Services if the User violates the terms of the Agreement
• Change the functionality of the Platform with notice to Users
• Carry out maintenance work with prior notice
• Refuse to process materials that violate the law or the rights of third parties
• Set technical limits (file size, resolution, formats)
• Delete the User's files in the cases provided for by the Agreement

6.3.The Contractor is not liable for:

• The content of materials uploaded by the User
• The result of using the created versions on third-party platforms
• The actions of third-party algorithms (social networks, content hosting platforms)
• Temporary unavailability of the Platform for reasons beyond its control
• Loss of data as a result of the User's actions

7Rights and obligations of the User

7.1.The User undertakes to:

• Provide accurate information when registering
• Comply with the terms of this Agreement
• Pay for the Services on time
• Not upload materials that violate the law or the rights of third parties
• Not use the Platform for unlawful purposes
• Not resell access to the Platform to third parties without the Contractor's consent
• Make backup copies of important files on their own
• Comply with the technical limits of the Plan

7.2.The User confirms that:

• They hold all necessary rights to the uploaded materials
• They are responsible for the content of the Source materials
• The use of the created versions does not infringe the rights of third parties
• They are familiar with the functionality and limitations of the Platform

7.3.The User has the right to:

• Access the Platform within the paid Plan
• Download the created versions during the storage period
• Receive technical support
• Change the Plan at any time
• Terminate the Agreement unilaterally
• Request the deletion of their data

8Intellectual property

8.1.The exclusive rights to the Platform, including the software code, design, trademarks and other intellectual property, belong to the Contractor.

8.2.The User is granted a non-exclusive right to use the Platform in accordance with the terms of this Agreement.

8.3.The exclusive rights to the Source materials belong to the User or to the right holder who has granted the User the corresponding rights.

8.4.The exclusive rights to the versions created by the Platform belong to the User as derivative works of the Source materials.

8.5.The Contractor does not acquire rights to the Source materials and the created versions, except for the right to process them for the technical purposes of providing the Services.

8.6.The User grants the Contractor a non-exclusive right to use the Source materials and the created versions solely for:

• Providing the Services under this Agreement
• Technical maintenance of the Platform
• Demonstrating the capabilities of the Service (with the User's prior written consent)

9Confidentiality and data protection

9.1.The Contractor undertakes not to disclose to third parties:

• The User's personal information
• Uploaded Source materials
• Created versions
• Processing parameters and settings

9.2.The exceptions are cases of:

• Requests from authorized government bodies within the framework of applicable law
• The User's written consent
• Anonymized statistics that do not allow the User to be identified

9.3.Personal data is processed in accordance with Federal Law No. 152-FZ “On Personal Data” dated July 27, 2006.

9.4.By accepting the Offer, the User consents to the processing of personal data for the purposes of performing this Agreement.

9.5.Detailed information on data processing is set out in the Privacy Policy published on the Platform website.

10Liability of the Parties

10.1.For non-performance or improper performance of obligations under this Agreement, the Parties are liable in accordance with the laws of the Russian Federation.

10.2.The Contractor is not liable for:

• Whether the processing results meet the User's expectations
• The effectiveness of using the created versions on third-party platforms
• The actions of moderation and algorithms of social networks
• Losses arising from the inability to use the Services
• Loss of data through the fault of the User or third parties
• Temporary unavailability of the Platform in force majeure circumstances

10.3.The Contractor's total liability is limited to the amount actually paid by the User for the last billing period.

10.4.The User bears full responsibility for:

• The legality and lawfulness of the use of the Source materials
• Infringement of the rights of third parties when using the created versions
• The accuracy of the information provided
• Actions performed under their account

10.5.If third parties bring claims against the Contractor in connection with the User's infringement of their rights, the User undertakes to settle such claims by their own efforts and at their own expense, and to compensate the Contractor for the losses incurred in connection with such claims.

11Force majeure

11.1.The Parties are released from liability for full or partial non-performance of obligations under this Agreement if such non-performance is the result of circumstances of insurmountable force (force majeure).

11.2.Circumstances of insurmountable force include:

• Natural disasters
• Military operations
• Acts of government authorities
• Mass outages of the Internet
• DDoS attacks and hacking
• Other circumstances beyond the control of the Parties

11.3.Upon the occurrence of circumstances of insurmountable force, a Party must notify the other Party within 3 business days.

12Dispute resolution

12.1.All disputes and disagreements are resolved through negotiations.

12.2.If a dispute cannot be resolved through negotiations, it is subject to consideration in court at the location of the Contractor in accordance with the laws of the Russian Federation.

12.3.The pre-trial dispute resolution procedure is mandatory. The deadline for responding to a claim is 10 business days.

12.4.Claims are sent to the Contractor's email address given in section 16.

13Term and termination of the agreement

13.1.The Agreement enters into force upon acceptance of the Offer and remains in force indefinitely until terminated.

13.2.The User may terminate the Agreement unilaterally at any time by sending a notice to the Contractor's email address or through the Support service.

13.3.The Contractor may terminate the Agreement unilaterally in the following cases:

• Systematic violation of the terms of the Agreement by the User
• Non-payment for the Services within 30 days from the date of invoicing
• Use of the Platform for unlawful purposes
• Uploading materials that violate the law or the rights of third parties

13.4.Upon termination of the Agreement:

• Funds paid but not used are non-refundable, except in cases provided for by law
• Access to the Platform is terminated
• The User's files are subject to deletion within 30 days

14Changes to the terms of the agreement

14.1.The Contractor may amend this Agreement unilaterally.

14.2.A new version of the Agreement enters into force 14 days after it is posted on the Platform website, unless a different period is set when the new version is published.

14.3.The User undertakes to monitor changes to the Agreement on their own.

14.4.Continued use of the Platform after a new version of the Agreement enters into force means the User's consent to the changes made.

14.5.If the User does not agree with the changes, they must stop using the Platform and terminate the Agreement.

15Other terms

15.1.This Agreement is governed by and construed in accordance with the laws of the Russian Federation.

15.2.If any provision of this Agreement is held invalid, the remaining provisions remain in force.

15.3.The Contractor's inaction in the event of the User's violation of the terms of the Agreement does not deprive the Contractor of the right to take appropriate action later.

15.4.All notices and messages must be sent:

• To the Contractor — to the email address given in section 16
• To the User — via Telegram or to the email address linked to their account

15.5.This Agreement is drawn up in the Russian language.

16Contractor's details

The details below are given as in the Russian original.

Полное наименование: Индивидуальный предприниматель Кирин Максим Игоревич
Сокращённое наименование: ИП Кирин М. И.
ИНН: 740411476070
ОГРНИП: 317502900001593
Дата регистрации: 17.01.2017
ОКВЭД: 80.20
Адрес регистрации: 143402, Московская область, г. Красногорск, ул. Видная, д. 2, кв. 333
Почтовый адрес: 143402, Московская область, г. Красногорск, ул. Видная, д. 2, кв. 333
Телефон: +7 926 446-01-30
Электронная почта: thankyou@reels-boss.io, ya.reels-boss.io@yandex.ru
Сайт Платформы: clipclone.app
Сайт Исполнителя: reels-boss.io