1. Definitions

"Customer" means the organization that has registered for a Klaaro account and is responsible for payment.

"Authorized User" means an individual the Customer permits to access the Service under the Customer's account, including employees and contractors of the Customer.

"Client Guest" means an individual who accesses Customer Content through a client portal invitation or a share link, but who is not an Authorized User.

"Customer Content" means all video, audio, images, documents, comments, transcripts, metadata, and other material uploaded to or generated within the Service by or on behalf of the Customer, its Authorized Users, or its Client Guests.

"Documentation" means the user guides and help materials we make available for the Service.

2. The Service

2.1 Access

Subject to these Terms and payment of applicable fees, we grant the Customer a non-exclusive, non-transferable, revocable right to access and use the Service during the subscription term.

2.2 Authorized Users

The Customer may permit Authorized Users to access the Service. The Customer is responsible for all activity under its account, for ensuring its Authorized Users comply with these Terms, and for all acts and omissions of its Authorized Users as if they were the Customer's own.

2.3 Client Guests

The Service allows the Customer to share Customer Content with Client Guests through portal invitations or share links. The Customer is solely responsible for deciding what to share, with whom, and on what terms, and for the conduct of its Client Guests. We have no direct relationship with Client Guests and no obligation to them.

2.4 Share links are not authenticated

Share links may be configured to allow access without a login. Where that is the case, anyone with the link can view the shared Customer Content, and any name entered by a person accessing a share link is self-asserted and unverified.

Approvals, comments, and other actions recorded through an unauthenticated share link are not authenticated signatures and do not constitute legally binding sign-off, verified identity, or electronic execution of any agreement. They are a convenience record only. If the Customer requires verified approval, the Customer must use authenticated portal accounts and implement its own approval process outside the Service.

2.5 Changes to the Service

We may modify, add, or discontinue features of the Service at any time. We will use reasonable efforts to give advance notice of changes that materially reduce core functionality. We may take the Service offline for maintenance.

2.6 No service level commitment

The Service is provided on an as-is and as-available basis. We do not commit to any uptime percentage, and we do not offer a service level agreement.

3. Customer Content

3.1 Ownership

As between the parties, the Customer owns all right, title, and interest in Customer Content. These Terms transfer no ownership of Customer Content to us.

3.2 Licence to us

The Customer grants us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, encode, transcode, reformat, display, and otherwise process Customer Content solely as necessary to provide, secure, and support the Service, and to perform the automated processing described in Section 3.4 and in our Privacy Policy. This licence ends when the Customer Content is deleted, except for copies retained in backups as described in the Privacy Policy.

3.3 Customer warranties

The Customer represents and warrants that:

(a) it owns or has all rights, licences, consents, and permissions necessary to upload Customer Content to the Service and to permit us to process it as described in these Terms;

(b) it has obtained all consents, releases, and permissions required from any individual appearing, speaking, or otherwise identifiable in Customer Content, including talent, employees, and third parties, sufficient to permit the processing described in Section 3.4; and

(c) Customer Content does not infringe any third party's intellectual property, privacy, publicity, or other rights, and does not violate any applicable law.

3.4 Automated processing

The Service performs automated processing on Customer Content:

Transcoding and thumbnails. Uploaded video is automatically transcoded into playback formats on infrastructure we operate. Thumbnails and scrub previews are generated in the browser on the uploading device.

Transcription. Speech-to-text transcription is optional and runs only when an Authorized User requests it for a specific asset. When requested, the audio track is extracted and sent to OpenAI for transcription. The video file itself is not sent.

AI-assisted generation. When an Authorized User requests captions, titles, hashtags, or similar generated text, the relevant transcript text and asset metadata are sent to OpenAI.

We do not use Customer Content to train artificial intelligence or machine learning models. Further detail is in our Privacy Policy.

3.5 Our access

We access Customer Content only as necessary to provide, secure, troubleshoot, and support the Service, to comply with law, or where the Customer asks us to. Our personnel are bound by confidentiality obligations.

3.6 Klaaro is not a system of record

The Customer may store Customer Content in the Service for as long as its plan allows, including completed work. However, the Service is not a backup service, a system of record, or a substitute for the Customer's own retention practices, and the Customer is solely responsible for maintaining its own copies of all Customer Content.

We provide no warranty as to the durability or continued availability of Customer Content, and we are not liable for any loss, corruption, deletion, or unavailability of it, however caused. Deletion within the Service is designed to be permanent and, past the retention windows described in our Privacy Policy, is irreversible.

4. Acceptable Use

The Customer must not, and must not permit any Authorized User or Client Guest to:

(a) Use share links for public distribution. Share links are provided for client review and approval. Subscription fees are based on the number of clients and include the bandwidth associated with normal review use. They are not a content delivery network, and the Customer must not embed share links in public websites, apps, or players, or otherwise use them to deliver Customer Content to a general audience.

If bandwidth use is materially inconsistent with review and approval activity, we will contact the Customer to discuss an appropriate plan. We may throttle or disable a specific share link where its traffic is placing disproportionate load on the Service, and will notify the Customer when we do.

(b) Upload content it lacks rights to. See Section 3.3.

(c) Upload regulated data. The Customer must not upload protected health information, payment card data, government identification numbers, biometric identifiers, financial account credentials, or other data subject to specialised regulatory regimes. The Service is not designed or certified for such data.

(d) Circumvent metering. The Customer must not manipulate client, user, or asset records for the purpose of avoiding or reducing fees, including by cycling clients between active and archived states.

(e) Misuse the Service generally. Including: reverse engineering or attempting to derive source code; circumventing access controls, rate limits, or usage limits; probing or scanning the Service or its infrastructure; transmitting malware; uploading unlawful, harassing, defamatory, or infringing material; reselling or providing the Service to third parties except as client review access in the ordinary course of the Customer's business; or using the Service to build a competing product.

We may investigate suspected violations and may suspend access where we reasonably believe a violation is occurring, is causing harm to the Service or other customers, or presents a legal risk. Where practical, we will give notice and an opportunity to cure first.

5. Fees and Billing

5.1 Plans and fees

Fees are as set out on our pricing page or in an applicable order form. Pricing is per client with unlimited Authorized User seats, subject to the plan's limits.

5.2 Billing cycle and auto-renewal

Subscriptions are billed monthly or annually in advance and renew automatically for successive periods of the same length until cancelled. Payment is processed by our payment provider. The Customer authorises recurring charges to its payment method.

5.3 Cancellation

The Customer may cancel at any time from account settings. Cancellation takes effect at the end of the then-current paid period. Access continues until that date. No advance notice period is required.

5.4 Changes to a subscription

Monthly plans. Changes take effect immediately and are prorated.

Annual plans. Upgrades, including added storage or additional clients, take effect immediately and are prorated. Downgrades, including reductions in storage or plan tier, take effect at the start of the next annual renewal period and are not prorated or refunded mid-term.

5.5 Trials

We may offer a free trial. Unless the Customer subscribes to a paid plan before the trial ends, the trial account and all Customer Content in it will be permanently deleted fourteen (14) days after the trial expires. We will send reminder notices before deletion to the account's registered email address, but the Customer is responsible for exporting anything it wishes to keep. Deletion after this period is irreversible.

5.6 Non-payment

If payment fails, we will attempt to notify the Customer. If the account remains past due for three (3) days, we may restrict access to the Service until payment is resolved. Extended non-payment may result in termination under Section 8.

5.7 No refunds

Fees are non-refundable except as required by law. Cancelling does not entitle the Customer to a refund of fees already paid; access continues through the end of the paid period. We may issue refunds or credits at our sole discretion, and doing so in one instance does not create an obligation to do so again.

5.8 Price changes

We may change fees. Changes apply from the start of the next renewal period, and we will give at least thirty (30) days' notice by email or in-product. Continued use after the change takes effect constitutes acceptance. If the Customer does not accept a price change, its remedy is to cancel before renewal.

5.9 Taxes

Fees are exclusive of taxes. The Customer is responsible for all applicable sales, use, VAT, and similar taxes, excluding taxes on our income.

6. Intellectual Property

6.1 Our IP

We and our licensors own all right, title, and interest in the Service, including all software, designs, interfaces, documentation, trademarks, and all improvements to any of them. No rights are granted except as expressly stated in these Terms.

6.2 Feedback

If the Customer provides suggestions or feedback about the Service, we may use it without restriction or obligation. This does not give us any rights in Customer Content.

6.3 Publicity

We may identify the Customer as a customer and use the Customer's name and logo on our website, in customer lists, and in sales and marketing materials. The Customer may revoke this permission at any time by written notice to contact@klaaro.co, and we will stop using its name and logo in new materials within a reasonable period.

7. Copyright and DMCA

We respect intellectual property rights and respond to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act.

7.1 Notices

Notices of alleged infringement should be sent to our designated agent:

Copyright Agent Catalytics Group, LLC 1000 Brickell Avenue Suite #715 PMB 734 Miami, FL 33131 contact@klaaro.co

A valid notice must include: a signature of the person authorised to act for the copyright owner; identification of the copyrighted work claimed to be infringed; identification of the material claimed to be infringing and information sufficient to locate it; the complainant's contact information; a statement of good faith belief that the use is not authorised; and a statement, under penalty of perjury, that the information is accurate and the complainant is authorised to act.

7.2 Counter-notices

If material was removed in error or through misidentification, the person who uploaded it may submit a counter-notice to the same address, containing: their signature; identification of the removed material and its former location; a statement under penalty of perjury of good faith belief that removal resulted from mistake or misidentification; and their name, address, telephone number, and consent to the jurisdiction of the federal court for their district (or, if outside the United States, for the Southern District of Florida).

7.3 Repeat infringers

We will terminate, in appropriate circumstances, the accounts of Customers and users who are repeat infringers.

8. Term, Suspension, and Termination

8.1 Term

These Terms apply from account creation until terminated.

8.2 Termination by the Customer

The Customer may terminate at any time by cancelling its subscription and closing its account. Section 5.7 applies.

8.3 Termination or suspension by us

We may suspend or terminate access immediately if the Customer materially breaches these Terms and fails to cure within ten (10) days of notice; if the Customer's use presents a security, legal, or operational risk; for non-payment under Section 5.6; or if required by law. We may also terminate for convenience on thirty (30) days' notice, in which case we will refund any prepaid fees for the unused portion of the term.

8.4 Effect of termination

On termination, access to the Service ends. Customer Content is retained after termination until deletion is requested; see the Privacy Policy for how to request deletion and for retention details. The Customer should export any Customer Content it wishes to keep before terminating.

8.5 Survival

Sections 3.1, 3.3, 3.6, 6, 9, 10, 11, and 12, and any accrued payment obligations, survive termination.

9. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Service will be uninterrupted, error-free, or secure; that defects will be corrected; that Customer Content will not be lost or corrupted; or that transcripts, generated captions, titles, hashtags, or other AI-assisted output will be accurate, complete, or fit for any purpose. AI-generated output must be reviewed before use.

10. Limitation of Liability

Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, or loss or corruption of data, regardless of the theory of liability and even if advised of the possibility.

Our total aggregate liability arising out of or relating to these Terms or the Service will not exceed the total fees paid by the Customer to us in the twelve (12) months immediately preceding the event giving rise to the claim.

These limits do not apply to: the Customer's payment obligations; either party's indemnification obligations under Section 11; the Customer's breach of Section 4; or either party's gross negligence, willful misconduct, or fraud.

These limitations apply to the maximum extent permitted by law. Some jurisdictions do not allow certain exclusions, in which case the exclusion applies to the greatest extent permitted.

11. Indemnification

11.1 By the Customer

The Customer will defend, indemnify, and hold us harmless from any third-party claim, and any resulting damages, losses, and reasonable legal fees, arising out of: Customer Content; the Customer's breach of Section 3.3 or Section 4; the Customer's use of the Service in violation of law; or any dispute between the Customer and its Authorized Users or Client Guests.

11.2 By us

We will defend, indemnify, and hold the Customer harmless from any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes that third party's United States intellectual property rights. This does not apply to claims arising from Customer Content, from combination of the Service with anything not provided by us, or from use in violation of these Terms. If the Service becomes subject to such a claim, we may procure the right to continue use, modify the Service, or terminate and refund prepaid unused fees.

11.3 Process

The indemnified party must promptly notify the indemnifying party, give it sole control of the defence, and provide reasonable cooperation. Settlements requiring admission of liability by the indemnified party need its consent.

12. General

12.1 Governing law and venue

These Terms are governed by the laws of the State of Florida, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida.

12.2 Jury waiver

EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

12.3 Data processing

Our processing of personal data on the Customer's behalf is governed by our Data Processing Addendum, which is incorporated into these Terms by reference.

12.4 Order of precedence

If the Customer has a separate written agreement with us signed by both parties, that agreement controls to the extent of any conflict with these Terms.

12.5 Changes to these Terms

We may update these Terms. For material changes we will give at least thirty (30) days' notice by email or in-product before they take effect. Continued use after the effective date constitutes acceptance. If the Customer does not accept, its remedy is to stop using the Service and cancel.

12.6 Assignment

The Customer may not assign these Terms without our written consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice to us. We may assign freely.

12.7 Force majeure

Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, excluding payment obligations.

12.8 Notices

Notices to us must be sent to contact@klaaro.co and to Catalytics Group, LLC, 1000 Brickell Avenue, Suite #715 PMB 734, Miami, FL 33131. Notices to the Customer will be sent to the email address on its account.

12.9 Entire agreement; severability; waiver

These Terms, together with the Privacy Policy and Data Processing Addendum, are the entire agreement between the parties regarding the Service and supersede all prior discussions. If any provision is held unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver.

12.10 Relationship

The parties are independent contractors. Nothing creates a partnership, joint venture, employment, or agency relationship.

Contact

Catalytics Group, LLC 1000 Brickell Avenue Suite #715 PMB 734 Miami, FL 33131

General enquiries: hello@klaaro.co Legal, privacy, security, and copyright: contact@klaaro.co