Terms and Conditions — OpenClips.AI

Version 1.0 — effective 25 August 2026.

These Terms and Conditions (the “Terms”) form a legally binding agreement between you and the entity identified in Section 2 of these Terms (“OpenClips”, “we”, “us”, or “our”). By creating an account, accessing the Platform, clicking “I agree”, or using any of the Services, you confirm that you have read, understood and accepted these Terms in full.

These Terms apply to both business users (legal persons, sole traders, professionals acting in the course of their trade, business, craft or profession — “Business Users” or “B2B Users”) and to consumers (natural persons acting outside the scope of their trade, business, craft or profession — “Consumers” or “B2C Users”).

0. How to read these Terms

0.1 Combined document for Business and Consumer Users

These Terms are a single, combined document that governs the use of the OpenClips Platform by two categories of Users: (i) Business Users — natural or legal persons accessing the Services for purposes which are within their trade, business, craft or profession; and (ii) Consumers — natural persons accessing the Services for purposes which are wholly or mainly outside their trade, business, craft or profession, within the meaning of Article 2(1) of Directive 2011/83/EU and corresponding national implementing legislation. The classification of a User as a Business User or a Consumer is determined on the basis of the information provided by the User at registration, including the billing details, VAT identification number (if any), entity name and country of residence, subject to the User’s right to demonstrate at any time that the classification should be different.

0.2 Structure of these Terms

These Terms are organised in four parts. The applicability of each part to Business Users and to Consumers is as follows:

• Part I — General provisions applicable to all Users: Sections 1 to 18. These provisions apply to both Business Users and Consumers without distinction, save where a particular provision is expressly limited to one category.
• Part II — Provisions specific to Business Users: Sections 19 to 22. These provisions apply only to Business Users and do not apply to Consumers, except as expressly stated.
• Part III — Provisions specific to Consumers: Sections 23 to 28. These provisions apply only to Consumers and reflect the mandatory protections afforded to Consumers under Directive 2011/83/EU (Consumer Rights), Directive (EU) 2019/770 (Digital Content), Directive (EU) 2019/771 (Sale of Goods), Directive 93/13/EEC (Unfair Terms), Regulation (EU) 1215/2012 (Brussels Ia) and Regulation (EC) 593/2008 (Rome I), as well as the corresponding provisions of UK, Swiss and other applicable national laws.
• Part IV — Final provisions: Sections 29 to 35 and Annex I. These provisions apply to all Users, with category-specific carve-outs expressly indicated (in particular, the dispute resolution regime in Section 33, which differs for Business Users and Consumers).

0.3 Order of precedence

In the event of a conflict between provisions of these Terms, the following order of precedence applies, from highest to lowest: (a) any mandatory provision of the law of the User’s habitual residence (in respect of Consumers) or of any law that is otherwise mandatorily applicable to the User; (b) the provisions of any individually negotiated and signed Order Form, Master Services Agreement or Data Processing Agreement between the User and us; (c) the provisions of Part III (in respect of Consumers); (d) the provisions of Part II (in respect of Business Users); (e) the provisions of Parts I and IV; (f) any policy incorporated by reference into these Terms (including the Acceptable Use Policy and the Privacy Policy).

0.4 Consumer protection prevails in case of conflict

Where any provision of these Terms — whether contained in Part I, Part II or Part IV — is, when applied to a Consumer, less protective than a mandatory rule of the law of the Consumer’s habitual residence, that mandatory rule prevails to the extent of the inconsistency, in accordance with Article 6(2) of Regulation (EC) 593/2008 (Rome I) and Article 6(1) of Council Directive 93/13/EEC. We will not seek to enforce any such provision against a Consumer to that extent.

0.5 Defined terms and references

Capitalised terms used in these Terms have the meanings given to them in Section 3 (Definitions) or, where not defined there, in the Privacy Policy or in the relevant Order Form. References to a Section, Part or Annex are references to a Section, Part or Annex of these Terms unless otherwise stated. References to a statute or regulation include any subordinate legislation made under it and any amendments, re-enactments or replacements from time to time.

0.6 Language

These Terms are drafted in English. The English version is the binding version. Translations into other languages are provided for information only and do not create binding obligations on either party. Where applicable national law requires that information be provided to a Consumer in a specific language, that information will be provided in that language in addition to English.

Part I — General provisions applicable to all Users

1. Scope, Acceptance and Eligibility

1.1 Scope

These Terms govern access to and use of the websites located at openclips.ai and any sub-domains, the OpenClips software-as-a-service platform, including the composer and multi-model generation tools, the Credit wallet, the content library, the community, AI Avatar tools, the ad-creative tools and any related APIs, software, mobile applications, documentation, content and other services we make available (collectively, the “Platform” and the “Services”).

1.2 Acceptance

You accept these Terms by (i) clicking “I agree” or any equivalent button at registration, (ii) creating an account, (iii) accessing or using the Services, or (iv) signing an order form, statement of work or other ordering document that incorporates these Terms by reference (an “Order Form”).

1.3 Capacity to contract

By accepting these Terms you represent and warrant that: (a) you are at least 18 (eighteen) years of age and have full legal capacity to enter into a binding contract; (b) you are not barred from receiving the Services under the laws of any jurisdiction applicable to you; (c) if you accept these Terms on behalf of a legal entity, you have the authority to bind that entity, and references to “you” include both you personally and that entity.

1.4 Geographic restrictions and sanctions

The Services are not directed to, and may not be used in, jurisdictions where such use is prohibited. You represent that you, your beneficial owners, your end-customers and any natural person you cause to be uploaded into the Platform are not (i) located in, established in, or a national of any country or territory subject to comprehensive sanctions, currently including without limitation Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, Luhansk People’s Republic, Crimea region, and any other territories that become subject to comprehensive sanctions in the future, nor (ii) included on the U.S. SDN List, the U.S. Sectoral Sanctions Identifications List, the EU Consolidated List of Designated Persons, the UK HM Treasury Consolidated List of Financial Sanctions Targets, the UN Security Council Consolidated List, or any equivalent restricted-party list.

2. The operating group: contracting entity, data controller and contact details

OpenClips.AI is a service operated by the Coinis group of companies. The brand name “OpenClips.AI” identifies the Platform and the Services; the legal entities that contract with you and that determine the processing of your personal data are identified below and are unaffected by the brand under which the Services are offered.

2.1 The contracting entity

The contracting entity in respect of these Terms, in respect of all Users worldwide, is Coinis Limited, a company incorporated in the Dubai International Financial Centre (“DIFC”) under the laws of the DIFC, with registered office at Unit IH-00-01-01-OF-01, Level 1, Innovation One, Dubai International Financial Centre, Dubai, United Arab Emirates, DIFC commercial registration number CL12431, trading as OpenClips.AI (“Coinis DIFC”, and, when used to refer to the contracting party under these Terms, “OpenClips”, “we”, “us” or “our”). Coinis DIFC is the entity that contracts the Services to you, issues invoices and to which fees are payable, and is the counterparty for the dispute-resolution regime set out in Section 33.

2.2 The data controller

For the purposes of European Union, United Kingdom, Swiss, Montenegrin and other applicable data protection laws, the data controller of the personal data processed in connection with the Services is Coinis d.o.o., a company incorporated in Montenegro with registered office at Stanka Dragojevica 20, Podgorica, Montenegro, registered under registration number 50708966. Coinis d.o.o. determines the purposes and means of the processing of personal data for the operation of the OpenClips Platform, including product engineering, customer support, retention practices, sub-processor onboarding, security operations and content-moderation procedures. Coinis DIFC, Coinis Ltd (United States) and other group affiliates act as processors on behalf of Coinis d.o.o. for the specific functions identified in the Privacy Policy. The Privacy Policy describes in detail the controller identity, the data processed, the legal bases of processing, the recipients, the international transfers, the retention periods, the rights of data subjects and the means of exercising those rights.

2.3 Right to restructure the contracting entity, governing law and forum

We may, on prior written notice given in accordance with Section 30, transfer the contracting entity, the governing law or the arbitral forum of these Terms (or any combination of them) to another affiliated entity, jurisdiction or arbitral institution, where we reasonably determine that such change is necessary or appropriate to reflect (a) changes in our corporate structure or that of our affiliated group of companies, (b) changes in the regulatory environment in which we operate, (c) the establishment of a regional contracting entity better suited to the User’s location, or (d) the operational footprint of the Services. Where such change is materially detrimental to a Consumer User, that User may terminate the contract on the effective date of the change without penalty in accordance with Section 30. Subject to that termination right, continued use of the Services after the effective date constitutes acceptance of the restructured arrangement.

2.4 Reorganisations

Reorganisations within the affiliated group of companies, including the establishment of additional contracting entities for specific regions, do not affect the validity of these Terms. Where we allocate a User to a different group entity, written notice will be given in accordance with Section 30.

2.5 Contact information

• Legal notices and notices of withdrawal (consumers): legal@openclips.ai
• Data Protection Officer / Privacy: legal@openclips.ai
• Billing and refunds: billing@openclips.ai
• Product support: support@openclips.ai
• EU/UK regulatory representatives: as set out in Section 2 of the Privacy Policy.

3. Definitions

In these Terms, the following terms have the meanings set out below; capitalised terms that are not defined here have the meanings given to them in the Privacy Policy or the relevant Data Processing Agreement.

• “Account” means the electronic account opened in your name on the Platform.
• “Acceptable Use Policy” or “AUP” means the policy describing prohibited content and uses, available at the URL set out in Section 7 and forming an integral part of these Terms.
• “AI Output” means any content (text, image, video, audio, voice, code or other media) that is generated, modified, optimised, transcribed, summarised or otherwise produced by the Platform on the basis of a User Input or automated processing.
• “AI Avatar” means a digital persona made available through the Platform, comprising a synthetic visual representation and/or synthetic voice, used to deliver AI Output. AI Avatars include (i) Stock Avatars (synthetic, fictional personas generated by us and not intentionally based on any specific natural person) and (ii) Custom Avatars (avatars created by the User by uploading source materials of an identifiable natural person, including the User themselves).
• “Brand Kit” means the logos, brand colours, fonts, product images, brand voice descriptions and similar materials that you provide to the Platform for the purpose of generating AI Output.
• “Confidential Information” means any non-public information disclosed by one party to the other that is marked as confidential or that should reasonably be understood as confidential given its nature or the circumstances of disclosure.
• “Content” means User Content and AI Output, collectively.
• “Credit” (⚡) means the unit of account used by the Platform to measure consumption of AI processing capacity, as further described in Section 6.
• “Effective Date” means the date on which you first accept these Terms.
• “Order Form” means an order form, statement of work, insertion order or similar document that incorporates these Terms.
• “Published Content” means AI Output or User Content that you have expressly elected to publish to the OpenClips community in accordance with Section 18.
• “Subscription Plan” means the plan you have selected (such as Pay-as-you-go or any tiered or successor plan), including the included Credit allowance and any add-on Credits.
• “User Content” means any data, content, prompts, instructions, assets, Brand Kit elements, audience lists, customer data, advertising creatives or other materials that you upload to or generate via the Platform other than AI Output.
• “User Input” means the prompts, instructions and inputs that you submit to the Platform to obtain AI Output.

4. Description of the Services

4.1 Functional scope

The OpenClips Platform comprises, depending on your Subscription Plan, the following functionality: a multi-model composer enabling Users to generate, edit and optimise video, image, text, voice-over and AI Avatar output from a roster of third-party and proprietary generative models; a Credit wallet metering consumption of that capacity; a content library in which your generated Content is stored; a community to which you may elect to publish Content in accordance with Section 18; and related creative and advertising tools enabling the resulting assets to be prepared and deployed for online advertising on third-party platforms.

Specific functionality available under each Subscription Plan is described at openclips.ai/pricing and may evolve over time. We reserve the right to add, modify, suspend or discontinue any feature, in whole or in part, at any time, subject to the consumer rights set out in Part III and to any contractual commitments expressly made in an Order Form.

4.2 No advisory relationship

The Services are provided as informational and creative tools. Nothing on the Platform constitutes legal, medical, financial, tax, investment or professional advice. You remain solely responsible for any decision taken on the basis of AI Output.

4.3 Third-party dependencies

The Platform integrates with, depends on, or makes available output from a number of third-party services, including but not limited to cloud infrastructure providers, foundation model and artificial intelligence providers, analytics and advertising platforms, payment processors, and other sub-processors engaged by us from time to time (collectively, the “Third-Party Services”). Your use of the Services is also subject to the terms of the relevant Third-Party Services where they apply directly to you, in particular the terms of the model vendors whose models you select in the composer, and the Meta Platform Terms, Marketing API Terms and Marketing Partner Program for advertising deployed via Meta. Model vendor names are the trade marks of their respective owners and are used nominatively to identify the model you are selecting. Where the terms of a model vendor restrict a particular use case more strictly than these Terms, the stricter rule applies.

5. Account Registration, Authentication and Security

5.1 Registration

To access most Services you must create an Account. You agree to provide accurate, complete and up-to-date registration information and to update it promptly when it changes.

5.2 Single user; teams

Unless your Subscription Plan or Order Form provides otherwise, an Account may only be used by a single named individual. Where your Subscription Plan permits team or seat-based access, you are responsible for the acts and omissions of all individuals using your Account or assigned seats.

5.3 Credentials and authentication

You are responsible for safeguarding all credentials, API keys, access tokens and other authentication factors associated with your Account, and for promptly notifying us at the contact in Section 2.5 of any actual or suspected unauthorised access. Where multi-factor authentication is offered, you are required to enable it for any Business User account.

5.4 Suspension

We may suspend access to the Account immediately and without prior notice where (i) credentials appear to have been compromised, (ii) use of the Services creates a security or legal risk, (iii) outstanding fees remain unpaid beyond the cure period in Section 6.7, or (iv) suspension is required by law, court order or regulatory authority.

6. Subscription Plans, Credits, Fees and Payments

6.1 Subscription Plans

The Services are made available on the basis of Subscription Plans (Pay-as-you-go and the tiered plans listed on the pricing page) or, for enterprise customers, on the basis of an Order Form. The features, limits, included Credit allowance, billing frequency and price of each Subscription Plan are set out at the URL referenced in Section 4.1 and form an integral part of these Terms.

6.2 Credits — nature and legal status

Credits are an internal unit of account used by the Platform to meter your consumption of AI processing capacity (including, indicatively, prompt tokens, completion tokens, image generation steps, video frames and seconds, and voice-synthesis seconds, weighted by the underlying model used).

For the avoidance of any doubt, Credits:

• are not electronic money within the meaning of Article 2(2) of Directive 2009/110/EC (the “E-Money Directive”);
• are not a payment instrument within the meaning of Article 4(14) of Directive (EU) 2015/2366 (“PSD2”);
• are not a virtual currency, crypto-asset, asset-referenced token or e-money token within the meaning of Regulation (EU) 2023/1114 (“MiCA”);
• are not stored value, gift cards, prepaid cards or vouchers within the meaning of Article 30a of Council Directive 2006/112/EC (the VAT Directive), or money transmission within the meaning of any U.S. state money-transmitter law or 31 U.S.C. § 5330;
• are not a security, financial instrument, derivative or commodity;
• are not redeemable for cash, monetary value or any goods or services other than the AI processing capacity made available through the Platform;
• are not transferable between Users, Accounts or third parties;
• have no value outside the Platform and are forfeited on termination of the Account or expiry in accordance with Section 6.3;
• are issued only as part of, and inseparably from, the provision of the Services under a Subscription Plan or Order Form, and may not be acquired as a standalone product.

The Credit price of each generation is displayed in the Platform before you commit to it, and the conversion ratio between User actions and Credits is published at openclips.ai/pricing. That ratio may be updated with prospective effect upon thirty (30) days’ prior notice.

6.3 Credit allowance and add-ons

Each Subscription Plan grants a defined number of Credits per billing cycle, refreshed at the start of each cycle. Unused subscription Credits do not expire while the plan remains active, and carry across a change of plan. Add-on Credit packages may be purchased separately and remain valid for twelve (12) months from the date of purchase, after which any unused balance expires. Any one-time signup or promotional grant is valid only for the period stated at the time of the grant. The limited-purpose, non-transferable and non-redeemable nature of Credits described in Section 6.2 is what keeps them outside the electronic-money and stored-value regimes referenced there.

Credits consumed by a generation that fails, errors during generation or is lost to a system outage are credited back to your wallet in accordance with the Refund Policy.

6.4 Pricing, taxes and currency

All prices are stated in US dollars (USD) and are exclusive of VAT, sales tax, GST, withholding tax and any other applicable indirect taxes, which will be added at the prevailing rate where required by law. Where you are a Consumer in the European Union, the applicable VAT in your Member State of residence will be displayed before order confirmation in accordance with Council Implementing Regulation (EU) 282/2011. We may, at our discretion and where commercially reasonable, also offer billing in other currencies; in such cases the price displayed at checkout in the currency of payment is the applicable price.

6.5 Billing cycle and renewal

Subscription Plans are billed on a monthly basis in advance, unless an annual or other billing cycle is expressly selected at checkout or stipulated in an Order Form. Unless terminated in accordance with these Terms, Subscription Plans automatically renew for successive periods of equal length at the then-current price. For Consumers, we will send a renewal reminder by email at least thirty (30) days before each renewal of an annual or longer subscription, in accordance with applicable national consumer-protection rules; for monthly Consumer subscriptions, an email reminder will be sent at least seven (7) days before each renewal.

6.6 Payment methods and authorisation

We accept the following payment methods: major credit and debit cards (Visa, Mastercard, American Express) processed via Stripe; any additional method Stripe presents at checkout; and, for enterprise Business Users, bank wire transfer against invoice. We may add or remove payment methods or payment service providers from time to time. By providing payment details you authorise the relevant payment service provider to charge the applicable fees. Card data is processed by PCI-DSS-compliant payment service providers and is not stored by us on our own systems beyond the truncated PAN required for fraud-prevention purposes.

6.7 Late payment and chargebacks

For Business Users invoiced against an Order Form, invoices are due net fourteen (14) days from the invoice date, unless a different term is expressly agreed in the Order Form. For all other Users (including Consumers and Business Users on self-serve plans), fees are due immediately upon order confirmation and are debited automatically from the registered payment method. Overdue Business User invoices accrue interest at the rate provided in Article 3 of Directive 2011/7/EU on late payment in commercial transactions (or its equivalent under the applicable national law), together with reasonable recovery costs. Chargebacks made without a prior good-faith attempt to resolve the dispute with our support team constitute a material breach of these Terms.

7. Acceptable Use, Prohibited Content and AI-Specific Restrictions

7.1 Acceptable Use Policy

You agree to comply at all times with the OpenClips Acceptable Use Policy (the “AUP”), which is incorporated into these Terms by reference. The AUP may be updated from time to time in accordance with Section 30; the version in force at any given time is the version published at that URL.

7.2 General prohibitions

You shall not, and shall not permit any third party to, use the Services to:

• violate any applicable law, regulation or third-party right;
• infringe any intellectual-property right, right of publicity, right of personality, trade-secret right or contractual right;
• create, store, publish or distribute Content that is illegal, defamatory, obscene, pornographic (including any sexual or sexually-suggestive Content involving real or apparent minors), harassing, threatening, abusive or fraudulent;
• impersonate any person or entity, including any of our employees, or misrepresent your affiliation;
• interfere with, disrupt or circumvent the security, integrity or performance of the Services;
• send unsolicited commercial communications in violation of applicable law (including the EU ePrivacy Directive 2002/58/EC, the U.S. CAN-SPAM Act 15 U.S.C. § 7701 et seq., the U.S. TCPA 47 U.S.C. § 227, or UAE TDRA Federal regulations);
• reverse-engineer, decompile, disassemble or attempt to derive the source code, model weights or training data of the Platform, except to the extent expressly permitted by Article 6 Directive 2009/24/EC or by other mandatory law;
• use any robot, scraper, spider or other automated means to access the Platform other than through documented APIs and within published rate limits;
• make the Services available to a competitor for benchmarking or competitive purposes.

7.3 AI-specific prohibited uses

In addition to the general prohibitions above, you shall not use the Services to deploy, develop or assist in the deployment of any artificial-intelligence system or output that constitutes a prohibited practice under Article 5 of Regulation (EU) 2024/1689 (the “EU AI Act”). In particular, you shall not use the Services to:

• deploy subliminal, manipulative or deceptive techniques designed to materially distort behaviour and cause significant harm (Article 5(1)(a) EU AI Act);
• exploit vulnerabilities of any natural person or specific group due to age, disability, social or economic situation (Article 5(1)(b));
• operate social-scoring systems leading to detrimental treatment in social contexts unrelated to those for which the data was originally generated (Article 5(1)(c));
• conduct individual criminal-risk assessments based solely on profiling or personality traits (Article 5(1)(d));
• create or expand facial-recognition databases through untargeted scraping (Article 5(1)(e));
• deploy emotion-recognition systems in workplaces or educational institutions outside narrow medical or safety exceptions (Article 5(1)(f));
• conduct biometric categorisation of natural persons to deduce or infer race, political opinions, trade-union membership, religious or philosophical beliefs, sex life or sexual orientation (Article 5(1)(g));
• conduct real-time remote biometric identification in publicly accessible spaces for law-enforcement purposes (Article 5(1)(h)).

7.4 Synthetic-content and political-advertising restrictions

You shall not use the Services to:

• generate non-consensual intimate imagery of any natural person;
• create deepfake depictions of any identifiable natural person without that person’s prior, freely given, specific, informed and verifiable written consent and, where required, evidence of compliance with applicable rights-of-publicity laws including but not limited to the Tennessee ELVIS Act of 2024, California Civil Code §§ 3344 and 3344.1, California AB 2602 and AB 1836, and Illinois BIPA (740 ILCS 14);
• generate political advertising in violation of Regulation (EU) 2024/900 on the transparency and targeting of political advertising; the U.S. Federal Election Campaign Act and FEC regulations; or analogous national regimes;
• microtarget political advertising on the basis of special categories of personal data within the meaning of Article 9 GDPR, except where Article 5 of Regulation (EU) 2024/900 expressly permits it;
• generate AI Output that defames, disparages or makes false claims about any identifiable natural or legal person, product or service;
• generate AI Output that includes the registered trade marks, logos, slogans or brand identifiers of a third party except where you hold a valid licence or other legal basis to use them.

7.5 FTC and Endorsement Guides; influencer-style content

Where AI Output features an AI Avatar or generated voice that resembles a human endorser, you shall ensure that the resulting communication does not falsely imply a real personal endorsement and that any material connection between you and the persona depicted is disclosed in accordance with the FTC Endorsement Guides (16 C.F.R. Part 255), the UK CMA Hidden Ads guidance, ASA Codes and equivalent rules in the relevant jurisdiction.

7.6 Enforcement; takedown

We may at any time, with or without prior notice, remove, block, disable or refuse to deploy any Content that, in our reasonable opinion, violates these Terms or the AUP, or that exposes us or any third party to legal, security or reputational risk. We will notify the affected User of the action taken and the reasons therefor where required by Article 17 of Regulation (EU) 2022/2065 (the “DSA”) or by other applicable law, and offer access to the internal complaint-handling system foreseen by Article 20 DSA where applicable.

8. Intellectual Property and Licence to AI Output

8.1 Our intellectual property

As between the parties, we and our licensors retain all right, title and interest, including all intellectual-property rights, in and to the Platform, the Services, the underlying software, models, model weights, algorithms, user interface, documentation and any modification, derivative work, feedback or improvement thereof. Except for the limited rights expressly granted to you in these Terms, no licence is granted by implication, estoppel or otherwise.

8.2 Licence to use the Platform

Subject to your compliance with these Terms and payment of all applicable fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform during the term of your subscription, solely for your internal business purposes (Business Users) or your personal, non-commercial purposes (Consumers, except where the Subscription Plan expressly permits commercial use).

8.3 User Input and User Content

As between the parties, you retain all right, title and interest in and to your User Input, User Content and Brand Kit. By submitting them to the Platform, you grant us a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, reproduce, modify, transmit and otherwise process them solely to the extent necessary to provide the Services, comply with law, protect the rights of any person, and operate the Platform on a secure and reliable basis.

8.4 AI Output — ownership

Subject to your full compliance with these Terms and payment of all applicable fees, and to the extent permitted by applicable law, we assign to you, on the date of generation, all of our right, title and interest (if any) in and to the AI Output you generate via the Platform. Where assignment is not permitted under applicable law, we grant you a worldwide, perpetual (subject to revocation as set out below), non-exclusive, royalty-free, sublicensable licence to use, reproduce, modify, distribute and display the AI Output for any lawful purpose, including commercial use, subject to:

• the AUP and the prohibitions in Section 7;
• the rights and licences of any third party (including any owner of materials reflected in your User Input);
• the obligation to retain Content Credentials, watermarks or provenance metadata applied by us in accordance with Section 9;
• any additional restrictions of the underlying foundation model provider that are passed through to you.

8.5 Non-uniqueness; similarity of output

You acknowledge that, due to the probabilistic nature of generative-AI systems, identical or similar AI Output may be produced for different Users using similar Inputs. We do not warrant uniqueness of AI Output. You shall conduct your own clearance searches before adopting any AI Output as a brand asset, trade mark or product identifier.

8.6 Feedback

If you provide us with suggestions, ideas, enhancement requests, recommendations or other feedback (“Feedback”), you grant us a worldwide, perpetual, irrevocable, royalty-free, sublicensable licence to use the Feedback for any purpose without obligation of accounting or attribution.

9. AI Avatars, Synthetic Personas and Digital Replicas

9.1 Two categories of AI Avatars

The Platform makes available two distinct categories of AI Avatars, each governed by separate rules below:

• Stock Avatars — synthetic, fictional personas generated by us. Stock Avatars are not intentionally modelled on, nor licensed from, any specific natural person.
• Custom Avatars — avatars created by you by uploading source materials (photographs, video, voice samples, written consent forms, biometric scans) of an identifiable natural person, including yourself.

9.2 Stock Avatars — synthetic personas, disclaimer of resemblance, look-alike takedown

We represent that Stock Avatars are generated through artificial-intelligence systems and are not intentionally based on the likeness, voice, performance or persona of any specific natural person, living or deceased. We do not warrant, however, that a Stock Avatar will not, by mere coincidence and due to the probabilistic nature of generative-AI outputs, bear partial visual or vocal resemblance to a particular natural person.

Look-alike notification and takedown. Any natural person who in good faith asserts that they recognise themselves in, or are likely to be recognised by an ordinary observer in, a Stock Avatar may submit a notice to us at legal@openclips.ai. Within fourteen (14) calendar days of receipt of a sufficiently substantiated notice, we shall, without inquiry into the question of intent, (i) suspend availability of the relevant Stock Avatar; (ii) instruct downstream Users to cease use; (iii) where technically feasible, retrain or remove the underlying generator output to remove the resemblance; and (iv) inform the notifying person of the action taken. Where the notice is manifestly unfounded, we may decline to act and shall provide reasons. The fourteen-day period is a maximum; in cases of significant ongoing harm, including non-consensual sexualised content or content depicting the natural person in a criminal context, suspension shall be made on an expedited basis without awaiting expiry of the standard period.

9.2.1 User undertakings — additional context

You acknowledge and agree that you are responsible for the context in which a Stock Avatar is used. In particular, you shall not (i) caption, label, narrate, dub, edit or combine a Stock Avatar with any text, voice, name, brand or contextual signal that creates the false impression that the avatar represents, endorses or is the likeness of a specific identifiable natural person; (ii) deploy a Stock Avatar in a manner that would otherwise constitute a violation of any third party’s right of publicity, right of personality, droit à l’image, Allgemeines Persönlichkeitsrecht or equivalent.

9.2.2 Permitted use of Stock Avatars; restrictions

You may use Stock Avatars only for lawful commercial communications. You shall not use any Stock Avatar to:

• convey political opinions, party-political endorsements, campaign messages or election-related communications;
• convey statements regarding religious or spiritual matters in a manner reasonably likely to be offensive;
• communicate medical, financial, legal or similar professional advice as if from a qualified individual;
• promote tobacco, weapons, illegal drugs, gambling (where prohibited), prostitution, extreme political content, hateful speech, or any content prohibited by the AUP;
• imply false personal sponsorship by, employment with, or membership in any organisation;
• create non-consensual intimate imagery, sexually explicit content, or content depicting any person in degrading, hateful or violent contexts;
• act contrary to any other restriction expressly stated in the avatar-specific terms displayed at the time of selection. Each Stock Avatar is accompanied, at the point of selection, by a short notice indicating any avatar-specific use restrictions, such as restrictions on use in regulated industries — finance, healthcare, gambling, alcohol — or in particular geographies; such avatar-specific notices form part of these Terms in respect of the corresponding avatar.

9.3 Custom Avatars and Custom Voice — mandatory consent and data-protection acknowledgements

This Section 9.3 contains all the consents and acknowledgements required to lawfully create a Custom Avatar or a Custom Voice. The canonical text of the explicit consent required by Article 9(2)(a) GDPR is set out in the Biometric Consent Form, which is reproduced verbatim in the in-product consent flow displayed at the moment of upload of the source materials, separately from acceptance of these Terms and from acceptance of the Privacy Policy, and a copy of which is available on request to legal@openclips.ai. By initiating the Custom Avatar or Custom Voice creation process and ticking the corresponding boxes in that in-product flow, you give the consents and make the representations set out in the Biometric Consent Form and in this Section 9.3. Where the Custom Avatar or Custom Voice is based on a natural person other than you, the in-product flow requires you to confirm and, on our request, to provide the documented written consent and right-of-publicity release of that person.

9.3.1 Avatars based on yourself — your consents

Where you upload your own likeness, voice or biometric samples for the creation of a Custom Avatar, you, in your dual capacity as the data subject and as the User, expressly and freely give the following consents and acknowledgements:

1. Explicit consent to processing of biometric data (Article 9(2)(a) GDPR). You explicitly consent to the collection, generation, storage, use, transmission to sub-processors, and onward processing of biometric data uniquely identifying you (within the meaning of Article 9(1) GDPR), including facial-geometry vectors, voice embeddings, behavioural-signature vectors and similar identifiers derived from your source materials, for the sole purpose of creating, training, hosting and operating your Custom Avatar.
2. Written release under Illinois BIPA (740 ILCS 14/15(b)). If you are located in Illinois, you give a written release authorising us and our sub-processors to collect, store, use and disclose your biometric identifiers and biometric information, in accordance with our published BIPA-compliant retention schedule and destruction guidelines.
3. Right-of-publicity / digital-replica licence. You grant us and our sub-processors a worldwide, royalty-free, non-exclusive licence, limited to your account and the term of your subscription (and the technical retention period thereafter), to create, host, modify and animate a digital replica of your likeness and voice. This licence is granted in compliance with the Tennessee ELVIS Act of 2024, California Civil Code §§ 3344 and 3344.1, California AB 2602 and AB 1836, New York Civil Rights Law §§ 50–51 and the Texas Capture or Use of Biometric Identifier Act, where applicable.
4. Acknowledgement of cross-border transfer. You acknowledge that biometric source materials may be processed by sub-processors located outside your country of residence, including in particular the United States, the United Kingdom, the EEA and the United Arab Emirates, and you consent to such international transfer pursuant to Article 49(1)(a) GDPR / Article 22(d) UAE PDPL where no other transfer mechanism applies. The list of sub-processors is published in the Privacy Policy.
5. Acknowledgement of automated processing. You acknowledge that the creation and operation of a Custom Avatar involves automated processing, including biometric inference and generative-AI inference, and you confirm that this is not a decision producing legal or similarly significant effects within the meaning of Article 22 GDPR.
6. Right to withdraw consent. You may withdraw any consent given under this Section 9.3.1 at any time by deleting the Custom Avatar from your Account or by contacting us at the address in Section 2.5. Withdrawal of consent triggers the deletion of the source materials, the trained Custom Avatar and any derived embeddings within thirty (30) calendar days, subject to (a) sub-processor synchronisation lag, (b) backup-rotation cycles not exceeding 90 days, and (c) any retention required for the establishment, exercise or defence of legal claims. Withdrawal does not affect the lawfulness of processing carried out before withdrawal.
7. Acknowledgement of risk. You acknowledge that, despite our technical and organisational measures, biometric data are inherently sensitive and that no system can guarantee absolute security; the use of biometric features is voluntary and you are not required to use them to receive any other service.

9.3.2 Avatars based on another natural person — your representations and warranties

Where the Custom Avatar is based on a natural person other than you, you represent and warrant that, prior to upload, you have obtained from that person freely given, specific, informed, verifiable written consent and a written release that:

• identifies us (and our sub-processors) as the data processor / sub-processor, and references this Section 9.3 and the Privacy Policy;
• specifies the purposes for which the Custom Avatar will be used (commercial advertising, internal training videos, etc.) with sufficient precision;
• specifies the duration of use, the territory and the channels of distribution;
• contains the consents and acknowledgements equivalent to those listed in Section 9.3.1 (Article 9(2)(a) GDPR explicit consent; BIPA written release where applicable; right-of-publicity licence; cross-border-transfer acknowledgement; right to withdraw);
• contains a written acknowledgement that the natural person may withdraw consent at any time, by direct notice to you or to us, with the consequence described in Section 9.3.1(6);
• complies with all applicable rights-of-publicity, rights-of-personality, image rights and biometric-privacy laws, including without limitation those identified in Section 7.4 of these Terms.

On our reasonable written request you shall provide a copy of the consent and the underlying signed release within seven (7) calendar days. Failure to provide such evidence within that period entitles us to suspend the Custom Avatar with immediate effect, without prejudice to any other right or remedy. You shall retain the original signed consent documents for at least the duration of use of the Custom Avatar plus five (5) years thereafter, and make them available to us or to the data subject on request.

9.3.3 Custom Avatar — prohibited uses

You shall not, and shall not permit any third party to, use any Custom Avatar to:

• create non-consensual intimate imagery (“deepfake pornography”);
• depict any natural person — including yourself — committing a criminal act, in a sexual context, or in any other manner reasonably likely to defame or disparage that person;
• create the avatar of a third party without their evidenced written consent (Section 9.3.2);
• create an avatar of a public figure to imply endorsement, statement or position they have not given;
• create an avatar of a deceased person where applicable post-mortem rights of personality require additional or different consent (e.g., Tennessee ELVIS Act 2024 — 70 years post mortem; California Civil Code § 3344.1 — 70 years post mortem; German Federal Court of Justice case law on post-mortem personality protection);
• circumvent any prohibition listed in Section 7 (Acceptable Use) or otherwise engage in any practice prohibited by Article 5 of the EU AI Act.

9.3.4 Custom Avatars and AI Act transparency obligations

Each Custom Avatar Output that depicts a real natural person constitutes a “deep fake” within the meaning of Article 3(60) of the EU AI Act, and is subject to the disclosure obligation of Article 50(4) of the EU AI Act when made available to natural persons in the European Union. The Platform applies, by default, both (i) machine-readable provenance metadata (C2PA Content Credentials) and (ii) a clear and visible textual disclosure (“AI-generated”) on each Custom Avatar Output. You undertake not to remove, obscure, alter or circumvent either marking and to retain such marking in any downstream distribution. Failure to do so constitutes a material breach of these Terms and may also expose you, as deployer, to administrative fines under Article 99(4) of the EU AI Act of up to EUR 15,000,000 or 3% of total worldwide annual turnover.

9.4 Stock Avatars — pre-release screening and watch-list filtering

Without limitation of Section 9.2, we carry out, at our sole cost, the following pre-release controls in respect of each new Stock Avatar before making it available on the Platform:

• automated face-similarity screening against a watch-list of widely recognised public figures, deceased celebrities and known historical figures; any match above the configured similarity threshold blocks publication;
• automated voice-similarity screening of any synthetic voice associated with a Stock Avatar against a comparable watch-list;
• manual editorial review of named or branded characteristics (clothing, gestures, props) that could evoke a recognisable person.

The thresholds, watch-list composition and review cadence are described in our internal Trust and Safety Policy, a summary of which is available to Business Users on request to legal@openclips.ai. They may be updated from time to time to reflect evolving best practice.

9.5 Provenance, watermarking and AI Act transparency

We apply provenance and transparency markings to AI Output as follows:

• Machine-readable Content Credentials (C2PA): applied to every image, video and audio AI Output generated through the Platform, irrespective of Subscription Plan or Avatar category, in implementation of Article 50(2) of the EU AI Act.
• Visible “AI-generated” disclosure: applied to every AI Output that constitutes a deep fake within the meaning of Article 3(60) of the EU AI Act, in implementation of Article 50(4).
• Chatbot disclosure: clear notification at the start of any interaction with an AI assistant hosted by us that the User is interacting with an artificial-intelligence system, in implementation of Article 50(1).
• Synthetic-text disclosure: AI-generated text intended to inform the public on matters of public interest carries a machine-readable mark and a published disclosure mechanism in implementation of Article 50(2) and (4).

You shall not remove, alter, obscure, circumvent or attempt to remove, alter, obscure or circumvent any of the markings described above, whether before, during or after distribution. Any such removal or alteration constitutes a material breach of these Terms, may also constitute an offence under applicable law, and may expose you to administrative fines, civil liability and criminal sanctions.

9.6 Avatar withdrawal — propagation through downstream channels

Where consent is withdrawn or a takedown notice is upheld, the resulting deletion / suspension obligation extends to (a) the trained avatar and source materials in our primary systems, (b) any cached or replicated copies in our content-delivery network, (c) any sub-processor systems where biometric data is held, and (d) — in respect of completed AI Output already released by you to third-party platforms — we shall, on the User’s request and at the User’s cost, provide reasonable cooperation in obtaining removal from those third-party platforms. The User remains responsible for the takedown of AI Output already published, in line with the platform-specific policies of the relevant social-media or advertising platform.

10. User Input, Brand Kit and Customer Data

10.1 User responsibility

You are solely responsible for the User Input and User Content you submit to the Platform. You represent and warrant that you have all rights, licences and consents necessary to submit such User Input and to enable the processing it requires. You further represent that the User Input does not violate the AUP.

10.2 No special-category data without consent

Unless we have entered into a separate written agreement that expressly addresses such processing, you shall not submit to the Platform any special categories of personal data within the meaning of Article 9 GDPR, any biometric identifier within the meaning of state biometric privacy laws (e.g., Illinois BIPA), any “sensitive personal information” within the meaning of the CCPA/CPRA, or any data subject to specific protective regimes such as PHI under HIPAA or PCI cardholder data.

10.3 Customer-of-customer data and joint controllership

Where you instruct the Platform to ingest, process or activate personal data of your end customers (including audience lists, conversion data via Conversions API, server-side events, hashed identifiers or first-party Pixel signals), the parties’ respective roles under data-protection law are described in our Data Processing Addendum (the “DPA”), a copy of which is available on request to legal@openclips.ai. The DPA is incorporated by reference and is automatically accepted by Business Users on entering personal data of third parties into the Platform. The DPA addresses, among other matters, the joint-controller arrangements required by Article 26 GDPR for the operation of advertising-platform integrations such as the Meta Pixel and Conversions API (cf. CJEU Case C-40/17, Fashion ID).

11. Web crawler, public data and text-and-data mining

11.1 Crawler identification

We operate a web crawler that may collect publicly accessible web content for the purposes of the brand-intelligence, product-ingest and ad-reference features of the Platform. The crawler respects robots.txt directives, the noai / noimageai meta tags, and any machine-readable rights-reservation expressed in accordance with Article 4(3) of Directive (EU) 2019/790 (the CDSM Directive).

Requests originating from the Platform identify themselves with one of the following user-agent product tokens:

• CoinisBot/1.0
• CoinisImageService/1.0
• CoinisLogoFetcher/1.0
• CoinisProductFetcher/1.0

Site operators wishing to opt out should disallow each of the above tokens in their robots.txt. These tokens retain the operating group’s name for continuity with previously published crawler documentation and with rules already deployed by site operators; they identify traffic operated by the entity named in Section 2.1.

11.2 Use of crawled material

Crawled material is used solely for the purposes described in the Privacy Policy and the AUP, will not be used to reproduce verbatim copyrighted creatives without authorisation, and is filtered to remove personal data not necessary for the relevant purpose.

12. Service Levels, Support and Maintenance

12.1 Reasonable efforts; SLA in Order Form

We will use commercially reasonable efforts to make the Platform available on a 24/7 basis, subject to scheduled maintenance windows and excluded events. In the initial release of the Platform, we do not commit to any specific uptime percentage and do not provide service-credit remedies for self-serve plans. Specific uptime commitments and service-credit remedies, where applicable, are set out in the Order Form or in the SLA addendum agreed with enterprise Business Users.

12.2 Maintenance windows

Scheduled maintenance is carried out, as a rule, during the window Sunday 02:00–06:00 UTC, and we will provide prior notice when reasonably practicable. We may, in case of security or stability emergencies, perform unscheduled maintenance with the shortest practicable notice.

13. Information Security

We maintain an information-security programme aligned with the framework of ISO/IEC 27001:2022 and with the technical and organisational measures described in Section 18 of the Privacy Policy. Formal certification under that standard is being pursued and will be confirmed in a future version of these Terms. The programme includes, at a minimum: identity and access management; encryption in transit (TLS 1.2+) and at rest (AES-256); logical and network segregation; secure software-development lifecycle (OWASP-aligned); vulnerability management; security-incident detection and response; supplier security review; staff security awareness training; and a periodic penetration test by a qualified third party.

14. Privacy and Data Protection

The data controller for personal data processed in connection with the Services is Coinis d.o.o. (Podgorica, Montenegro), as identified in Section 2.2 and as further described in the Privacy Policy, which forms an integral part of these Terms. Coinis DIFC (the contracting entity under these Terms) acts as processor of Coinis d.o.o. for billing-related personal data, in accordance with an intra-group Data Processing Agreement satisfying Article 28(3) GDPR. Where Coinis d.o.o. acts as a processor on a Business User’s behalf in respect of Customer-of-Customer Data, the DPA applies and forms an integral part of these Terms. Where international transfers of personal data are required, the parties rely on the Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914), the UK International Data Transfer Addendum, the Swiss SCCs adaptation, the EU-U.S. Data Privacy Framework (where applicable), and equivalent transfer mechanisms under the Data Protection Law of Montenegro, UAE PDPL, DIFC DP Law No. 5 of 2020 and the laws of any other relevant jurisdiction, supplemented by the Transfer Impact Assessment described in the Privacy Policy.

15. Disclaimer of Warranties (subject to mandatory consumer protection)

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, THE PLATFORM, THE AI OUTPUT AND ANY MATERIALS PROVIDED BY OR THROUGH US ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, RELIABILITY, OR THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. WE DO NOT WARRANT THAT AI OUTPUT WILL BE TRUTHFUL, COMPLETE, FREE OF BIAS, NON-INFRINGING, NON-DEFAMATORY, OR FIT FOR ANY PARTICULAR USE.

THIS SECTION 15 DOES NOT EXCLUDE OR LIMIT ANY WARRANTY OR RIGHT THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE MANDATORY LAW. IN PARTICULAR, IT DOES NOT AFFECT THE STATUTORY GUARANTEE OF CONFORMITY OWED TO CONSUMERS UNDER DIRECTIVES (EU) 2019/770 AND (EU) 2019/771.

16. Limitation of Liability

16.1 Excluded damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, REPUTATION, BUSINESS OPPORTUNITY, OR LOSS OR CORRUPTION OF DATA OR CONTENT, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STATUTE OR OTHERWISE) AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Cap on direct damages

OUR AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS, IN ANY 12-MONTH PERIOD, SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS ACTUALLY PAID BY YOU TO US FOR THE SERVICES IN THE 12 MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, AND (B) ONE HUNDRED EUROS (EUR 100).

16.3 Carve-outs

Sections 16.1 and 16.2 do not apply to (i) liability that cannot be limited or excluded under applicable law, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, gross negligence or wilful misconduct, and product liability under Directive (EU) 2024/2853; (ii) your obligation to pay fees due; (iii) your indemnification obligations under Section 17; or (iv) breach by either party of confidentiality, the AUP or applicable data-protection law to the extent prohibited from limitation by law.

17. Indemnification

17.1 By you

You shall defend, indemnify and hold harmless us, our affiliates and their respective officers, directors, employees and agents from and against any third-party claim, suit, action, proceeding, fine, penalty, loss, liability, damage, cost or expense (including reasonable attorneys’ fees) (“Losses”) arising out of or in connection with: (a) your User Input, User Content, Brand Kit or customer-of-customer data; (b) your use of the Services in breach of these Terms or the AUP; (c) your violation of any law or third-party right (including intellectual-property rights, rights of publicity, rights of personality, privacy and data-protection laws); (d) your failure to obtain the consents required by Section 9; or (e) any combination of the AI Output you generate with materials, instructions or distribution channels supplied by you.

17.2 By us (Business Users only)

Subject to Section 16, we shall defend at our expense any third-party claim brought against a Business User alleging that the Platform, in the form delivered by us and used in accordance with these Terms, infringes a registered patent, trade mark or copyright in the European Economic Area, the United Kingdom, the United States of America or the United Arab Emirates, and pay any final award of damages or settlement approved by us in writing. Our obligation does not apply where (i) the claim is based on use of the Services in breach of these Terms; (ii) the claim is based on User Input, User Content or Brand Kit, on AI Output, or on combinations or modifications not provided by us; or (iii) we have offered the Business User the option to procure rights to continue use, modify the Services to be non-infringing, or terminate the affected Services and refund pre-paid unused fees, and the Business User has refused. The remedies in this Section 17.2 are the Business User’s exclusive remedies for IP-infringement claims.

17.3 Procedure

The party seeking indemnification shall (a) promptly notify the other in writing of the claim; (b) grant sole control of the defence and settlement to the indemnifying party (provided that no settlement that imposes any obligation, admission or expense on the indemnified party shall be entered without its prior written consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party’s expense.

18. Library, share links, publication to the community and remix licence

18.1 Your library is private by default

Content you generate is stored in your library and is visible only to you and to those acting under your Account. We do not make it public, and publication never happens automatically.

18.2 Share links are unlisted, not private

The Platform allows you to create share links to an individual clip or image. A share link is unlisted rather than secret: it is not indexed in the community and is not listed anywhere on the Platform, but any person holding the link can open the Content without signing in. Share links grant no further rights — no licence to reproduce, remix or redistribute is granted by the act of sharing. You should treat a share link as semi-public and disable it when you no longer wish the Content to be reachable.

18.3 Publication to the community is express opt-in

Sharing is not publishing. Publishing Content to the OpenClips community requires a separate, express action by you in respect of each item. By publishing Content you grant us and other Users of the Platform a worldwide, non-exclusive, royalty-free licence to view, display, share and remix that Published Content — including the prompt, model selection and generation settings associated with it — within the Platform, with attribution to your byline.

18.4 Withdrawal of publication

You may unpublish Published Content at any time, and we will remove it from the community within a reasonable time. Unpublishing operates prospectively: remixes and derivative works created by other Users while the Content was published, and copies already downloaded or redistributed off-Platform, are not recalled by the act of unpublishing, and the licence in Section 18.3 survives to the extent necessary for those pre-existing remixes to continue to exist. Where Content must be removed for reasons of law, consent withdrawal or a substantiated takedown notice, Section 7.6 and Section 9.6 apply and take precedence over this Section.

18.5 Your responsibility for what you publish

You are responsible for ensuring that Published Content complies with these Terms and the AUP, that you hold all rights necessary to publish it, and that any identifiable natural person depicted has given the consents required by Section 9. Publication does not transfer ownership of your Content to us or to any other User.

Part II — Additional provisions applicable exclusively to Business Users

19. Business User specific terms

19.1 No consumer rights

By accepting these Terms in the course of your trade, business, craft or profession, you confirm that you act as a Business User. The mandatory consumer-protection provisions set out in Part III do not apply to you.

19.2 Representation of authority

Where you accept these Terms on behalf of a legal entity, you represent that you have full power and authority to bind that entity, and the entity is the contracting party.

19.3 Order Forms

Order Forms may modify or supplement these Terms only to the extent expressly stated and signed by an authorised representative of Coinis DIFC. In the event of conflict, the Order Form prevails over these Terms; pre-printed terms in Business User purchase orders are expressly rejected.

20. Confidentiality

Each party shall (a) use the Confidential Information of the other party solely to exercise rights and perform obligations under these Terms; (b) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; (c) restrict disclosure to those personnel and contractors who have a need to know and who are bound by written obligations of confidentiality at least as protective as those in this Section. Confidentiality obligations survive termination of these Terms for a period of five (5) years, save that with respect to information that constitutes a trade secret within the meaning of Directive (EU) 2016/943 or the U.S. Defend Trade Secrets Act (18 U.S.C. § 1836), the obligation of confidentiality continues for as long as the relevant information retains its trade-secret status.

21. Audit rights (Business Users with Enterprise Plans)

Business Users on Enterprise plans may, at their cost, no more than once per twelve (12) month period and on at least thirty (30) days’ written notice, audit our compliance with the security and data-protection commitments in these Terms, the DPA and the applicable Order Form, through an independent third-party auditor reasonably acceptable to us and bound by written confidentiality. We may satisfy audit requests through the most recent penetration-test summary and security documentation described in Section 13. Audits may not (i) be conducted by a competitor, (ii) interfere with the rights or data of other customers, or (iii) require disclosure of information protected by professional or supplier confidentiality. Where mandatory data-protection law (in particular Article 28(3)(h) GDPR) requires more frequent or differently scoped audits, those legal requirements prevail.

22. Insurance

During the term of any Order Form with an enterprise Business User, we shall maintain, at our expense, with reputable insurers and to the extent reasonably available on commercial terms, insurance coverage appropriate to the size and risk profile of our operations, including professional indemnity / errors and omissions, cyber liability and general commercial liability. Specific coverage levels and certificates will be confirmed in the relevant Order Form or on reasonable written request. For self-serve Subscription Plans, we do not warrant any specific insurance coverage.

Part III — Additional provisions applicable exclusively to Consumers

23. Consumer information and pre-contractual disclosures

In accordance with Article 6 of Directive 2011/83/EU on consumer rights, the following information is provided in clear and comprehensible language before you place an order:

• Main characteristics of the digital service: as described in Section 4 and on the pricing page.
• Identity, address and contact: as set out in Section 2.
• Total price including taxes: as set out in Section 6.4 and confirmed at checkout.
• Duration and termination: as set out in Sections 6.5 and 29.
• Functionality and interoperability: described on the pricing and product pages and in the technical documentation.

24. Right of withdrawal (EU/EEA/UK Consumers)

24.1 Right of withdrawal

If you are an EU/EEA Consumer, you have the right to withdraw from any contract entered into via the Platform within fourteen (14) days from the date of conclusion of the contract, without giving any reason (Article 9 of Directive 2011/83/EU). To exercise the right of withdrawal you must inform us, before the period expires, of your decision to withdraw, by an unequivocal statement (e.g., a letter sent by post or email) to legal@openclips.ai or to the registered address set out in Section 2.1. You may, but are not required to, use the model withdrawal form set out in Annex I to that Directive, attached to these Terms as Annex I.

24.2 Effects of withdrawal

If you withdraw, we will reimburse all payments received from you, including the costs of delivery (with the exception of supplementary costs arising from your choice of a delivery option other than the cheapest standard one we offer), without undue delay and in any event not later than 14 days from the day on which we are informed of your decision to withdraw, using the same means of payment as you used for the initial transaction.

24.3 Loss of right of withdrawal for digital content

In accordance with Article 16(m) of Directive 2011/83/EU, where the supply of digital content not on a tangible medium has begun with your prior express consent and your acknowledgment that you thereby lose your right of withdrawal, the right of withdrawal is lost. By ticking the corresponding box at checkout, you give that prior express consent and acknowledge the loss of the right of withdrawal in respect of any digital content immediately delivered.

24.4 Relationship to the Refund Policy

Nothing in this Section limits the additional, voluntary refund commitments we make in our Refund Policy, which apply in addition to, and never in derogation from, your statutory rights.

25. Statutory conformity guarantee (EU/EEA/UK Consumers)

In accordance with Directive (EU) 2019/770 on contracts for the supply of digital content and digital services, we are responsible for any lack of conformity of the digital service that becomes apparent within the period of supply of the service, or within two years after the moment of supply where the contract is for a single act of supply. Where the digital service is supplied continuously over a period of time, we are responsible for any lack of conformity that occurs or becomes apparent during that period.

To exercise your conformity rights, please contact us at legal@openclips.ai. We will provide a remedy without significant inconvenience to you and within a reasonable time.

26. Online dispute resolution and out-of-court resolution

The European Commission’s Online Dispute Resolution (ODR) platform was discontinued on 20 July 2025 by Regulation (EU) 2024/3228, which also repealed Regulation (EU) 524/2013. There is accordingly no ODR platform to which a complaint can be submitted. EU Consumers seeking an out-of-court remedy may instead consult the European Commission’s directory of national dispute-resolution bodies at https://consumer-redress.ec.europa.eu/dispute-resolution-bodies. In the initial release of the Platform, we do not commit to participate in alternative dispute resolution proceedings before any specific ADR body. This position is without prejudice to (i) any mandatory obligation that may apply to us under the law of the Consumer’s country of habitual residence, in which case the position there shall prevail, and (ii) the Consumer’s right to seek redress through ordinary judicial channels in accordance with Section 27.

27. Consumer-specific restrictions on liability and choice of law

Where you are a Consumer habitually resident in the EU/EEA, the choice-of-law and forum provisions in Sections 32 and 33 do not deprive you of the protection afforded by mandatory provisions of the law of your country of habitual residence (Article 6 Regulation (EC) No. 593/2008, “Rome I”). You may bring proceedings against us in the courts of your domicile (Article 18(1) Regulation (EU) No. 1215/2012, “Brussels Ia”).

28. Children

The Services are not directed to children. Where applicable law sets a higher age of digital consent (Article 8 GDPR — up to 16 years; COPPA — under 13; UAE PDPL — under 18 for sensitive data), Users below that age may not register without verifiable parental consent. The minimum age of registration is set in Section 1.3.

Part IV — Final provisions applicable to all Users

29. Term and termination

29.1 Term

These Terms become binding on the Effective Date and remain in force until terminated in accordance with this Section 29 or until the expiry of the Subscription Plan or Order Form.

29.2 Termination for convenience by you

You may terminate your subscription at any time through the Account settings or by contacting customer support. Termination becomes effective at the end of the current billing cycle; pre-paid fees are not refunded except as required by mandatory consumer-protection law (Part III) or as provided in the Refund Policy.

29.3 Termination for cause

Either party may terminate these Terms with immediate effect by notice in writing if the other party (a) materially breaches these Terms and fails to cure within 30 days of written notice, or (b) becomes insolvent, ceases or threatens to cease trading, has a receiver, administrator or liquidator appointed, or commences any equivalent proceedings.

29.4 Effect of termination

Upon termination: (i) your right to access the Platform ceases; (ii) any outstanding fees become immediately payable; (iii) we will, on written request submitted within 30 days, make a copy of your User Content available for download; thereafter we may delete the User Content in accordance with the retention rules in the Privacy Policy and the DPA. Sections that by their nature should survive termination (including 8.6, 14, 15, 16, 17, 18.3, 18.4, 20, 32 and 33) survive.

30. Changes to these Terms

We may amend these Terms from time to time. We will provide at least thirty (30) days’ prior notice of any material change by email and / or a prominent notice on the Platform. For Consumers, where the change is to your detriment, you have the right to terminate the contract on the effective date of the change without penalty by notifying us within the notice period. Where a change is required by law or to address a security or compliance risk, we may apply a shorter notice period reasonably required to address the relevant risk, and shall provide reasons for such accelerated effect. Continuation of use after the effective date constitutes acceptance of the amended Terms.

31. Assignment

You may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without our prior written consent. We may assign these Terms to (a) any of our affiliates or (b) any successor entity in the context of a merger, sale of substantially all our assets or other reorganisation, on written notice to you.

32. Governing law

32.1 Business Users

In the case of Business Users, these Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the Dubai International Financial Centre (DIFC), in particular the DIFC Contract Law (DIFC Law No. 6 of 2004), the DIFC Implied Terms in Contracts and Unfair Terms Law (DIFC Law No. 6 of 2005), the DIFC Law of Damages and Remedies (DIFC Law No. 7 of 2005) and any other applicable DIFC laws and regulations, excluding (a) DIFC conflict-of-laws rules and (b) the United Nations Convention on Contracts for the International Sale of Goods (CISG, 1980). Overriding mandatory provisions of any other law that would, but for this clause, apply (in particular Article 9 Regulation (EC) 593/2008, Rome I) continue to apply.

32.2 Consumers

In the case of Consumers, the law applicable is determined in accordance with Section 27 above; nothing in this Section 32 deprives you of the protection of the mandatory law of your country of habitual residence.

33. Dispute resolution; forum

33.1 Business Users — pre-arbitration negotiation

As a condition precedent to commencing arbitration under Section 33.2, a Business User shall, before filing a Request for Arbitration, send a written notice of dispute to legal@openclips.ai setting out (a) the nature of the dispute, (b) the relief sought, and (c) the User’s contact details for negotiation. The parties shall in good faith attempt to resolve the dispute by senior-management negotiation for a period of sixty (60) calendar days from receipt of the notice. The running of any contractual or statutory limitation period is suspended during that negotiation period. Failing resolution, either party may commence arbitration.

33.2 Business Users — binding arbitration

Any dispute arising out of or in connection with these Terms in respect of a Business User, including any question regarding their existence, validity, interpretation, performance, breach or termination, or any non-contractual obligation arising out of or in connection with them, that has not been resolved under Section 33.1, shall be referred to and finally resolved by binding arbitration administered by the Dubai International Arbitration Centre (DIAC) under the DIAC Arbitration Rules in force at the date on which the Request for Arbitration is submitted (the “DIAC Rules”), which Rules are deemed incorporated by reference into this Section. The number of arbitrators shall be one (1), appointed in accordance with the DIAC Rules. The seat, or legal place, of the arbitration shall be the Dubai International Financial Centre (DIFC), United Arab Emirates. The language of the arbitration shall be English. The award shall be final and binding on the parties and may be entered for recognition and enforcement in any court of competent jurisdiction in accordance with the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958). The DIFC Courts shall have exclusive supervisory jurisdiction in respect of the arbitration.

33.3 Business Users — class-action and consolidation waiver

To the maximum extent permitted by applicable law, Business Users agree that arbitrations under Section 33.2 shall proceed solely on an individual basis. Business Users waive any right to (a) participate in a class, collective, representative or consolidated proceeding, (b) act as a representative or member of a class, or (c) consolidate or join arbitrations between the parties with arbitrations involving any other person, except with the express written consent of all parties to all relevant arbitrations and our express agreement. The arbitrator may award relief only in favour of the individual Business User seeking relief and only to the extent necessary to provide that User’s individual relief.

33.4 Confidentiality and interim relief

Each party shall keep the existence, content and result of the arbitration strictly confidential, save (a) for disclosures required by applicable law, regulatory authority or judicial process, (b) for disclosure to professional advisers under a duty of confidentiality, or (c) to the extent necessary to enforce or challenge any award. Notwithstanding Section 33.2, either party may apply to any court of competent jurisdiction for interim, conservatory or injunctive relief (including, without limitation, freezing orders, preliminary injunctions and orders for the preservation of evidence) in support of the arbitration; such application is not deemed inconsistent with, or a waiver of, the agreement to arbitrate.

33.5 Consumers

Notwithstanding Sections 33.1 to 33.4, Consumers retain the right to bring proceedings before the courts of their habitual residence in accordance with Section 27 and Article 18 of Regulation (EU) 1215/2012 (Brussels Ia), and the class-action waiver in Section 33.3 does not apply to Consumers to the extent of any inconsistency with mandatory provisions of the law of the Consumer’s habitual residence.

33.6 Data-protection claims

Notwithstanding Sections 33.1 to 33.5, the following claims, brought by a data subject in his or her capacity as such, are not subject to arbitration under this Section 33 and shall be pursued exclusively before the competent supervisory authority and the competent courts as set out below: (a) any claim against Coinis d.o.o. as data controller, or against any group affiliate as processor, arising under the GDPR, the UK GDPR, the Swiss nFADP, the Data Protection Law of Montenegro, the DIFC Data Protection Law No. 5 of 2020, the UAE Federal Decree-Law No. 45 of 2021, the California Consumer Privacy Act and other applicable data protection laws; and (b) any complaint to a data protection supervisory authority. The data subject’s rights to lodge a complaint with the supervisory authority of his or her habitual residence (Article 77 GDPR; Article 77 UK GDPR; equivalent provisions of other applicable laws) and to bring judicial proceedings before the courts of his or her habitual residence (Article 79 GDPR; equivalent provisions) are expressly preserved and cannot be derogated from by these Terms. The Privacy Policy describes the supervisory authorities and judicial fora available to data subjects.

34. Notices

All notices under these Terms must be in writing and sent in English to the addresses set out in Section 2.5 (in the case of notices to us) or to the email address registered with the Account (in the case of notices to you). Notices are deemed received on the day of transmission, if sent by email before 17:00 in the recipient’s time zone, otherwise on the next business day.

35. Miscellaneous

• Entire agreement: these Terms (together with the Privacy Policy, the AUP, the Refund Policy, the DPA, any Order Form and any plan-specific terms incorporated by reference) constitute the entire agreement between the parties on the subject matter and supersede all prior agreements, communications and proposals.
• Severability: if any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be replaced by a valid one closest to the original economic intent.
• No waiver: failure or delay in exercising any right is not a waiver of that right.
• No partnership: nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.
• Force majeure: neither party is liable for any failure or delay caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government acts, internet or telecommunications failures, or denial-of-service attacks.
• Language: the English version of these Terms is the binding version. Translations are provided for information only.
• Headings: headings are for convenience only and do not affect interpretation.

Annex I — Model withdrawal form (EU/EEA Consumers)

(complete and return this form only if you wish to withdraw from the contract)

To: Coinis Limited, Unit IH-00-01-01-OF-01, Level 1, Innovation One, Dubai International Financial Centre, Dubai, United Arab Emirates — email: legal@openclips.ai

• I/We () hereby give notice that I/We () withdraw from my/our () contract of sale of the following goods () / for the supply of the following service (*),
• Ordered on () / received on (),
• Name of consumer(s),
• Address of consumer(s),
• Signature of consumer(s) (only if this form is notified on paper),
• Date.

(*) Delete as appropriate.