Terms of Service

2.1. Using FinalLayer

FinalLayer provides a sophisticated artificial intelligence-powered platform designed to facilitate multimedia content upload, indexing, searching, clipping, creation, sharing, and other multimedia management and creation capabilities. The Service incorporates proprietary technology and algorithms developed by Kasper to process, analyze, manage, and create multimedia content exclusively for the purpose of providing the Service functionality to you.

Your use of the Service is subject to these Terms and any additional terms, policies, or guidelines that may be applicable to specific components of the Service and which are incorporated herein by reference. The Service is made available to you for the purpose of enabling multimedia content management and distribution in accordance with these Terms. Any rights not expressly granted herein are reserved by Kasper.

You acknowledge that your use of the Service does not confer any ownership rights or intellectual property rights in the Service or any content available through the Service, except for User Content (as defined herein) that you legally own.

2.2 Sign-up and Account Creation

To access certain features of the Service, you must create an account by providing current, complete, and accurate information as prompted by the applicable registration forms. You may create an account using your email address and one-time password (OTP) authentication, or by connecting your Google account through Google OAuth.

Google OAuth Authentication: When you choose to authenticate using Google OAuth, you authorize FinalLayer to access your Google email address and basic profile information (name and profile photo) solely for the purpose of creating and authenticating your FinalLayer account. FinalLayer's use of information received from Google APIs is governed by our Privacy Policy and adheres to the Google API Services User Data Policy, including the Limited Use requirements. Google user data obtained through OAuth is used exclusively to provide and secure the Service and is not used for advertising, marketing, profiling, data enrichment, or any purpose outside of providing the Service functionality.

You agree to maintain and promptly update your registration data to keep it true, accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your account credentials, including your username, password, passcode, one-time password, or OAuth access tokens, and for all activities that occur under your account.

You agree to: (a) immediately notify Kasper of any unauthorized use of your account or any other breach of security; (b) ensure that you exit from your account at the end of each session when accessing the Service; and (c) accept all risks of unauthorized access to your account and any information you provide to Kasper.

Kasper reserves the right to disable any user account at any time in its sole discretion for any or no reason, including if, in Kasper's opinion, you have failed to comply with any provision of these Terms. You agree that Kasper shall not be liable to you or any third party for any termination of your access to the Service.

3.1 Age Requirement

The Service is intended solely for users who are eighteen (18) years of age or older and who can form legally binding contracts under applicable law. By accessing or using the Service, you represent and warrant that you are at least eighteen (18) years old and have the legal capacity to enter into binding contracts under applicable law.

If you are accessing or using the Service on behalf of a business entity, you represent and warrant that you have the authority to bind such entity to these Terms. Kasper reserves the right to request proof of age and identity at any time, and your failure to provide such proof within a reasonable timeframe may result in suspension or termination of your account.

3.2 Access to the Service

Your right to access and use the Service is personal to you and is subject to your compliance with these Terms. Kasper hereby grants you a non-exclusive, limited, non-transferable, freely revocable license to use the Service subject to these Terms. This license is subject to the following conditions and limitations:

The license granted herein is non-exclusive, meaning Kasper retains the right to grant similar licenses to other users and to use the Service itself for any purpose consistent with these Terms. The license is limited to the express rights granted herein and does not include any rights not explicitly enumerated. The license is non-transferable, meaning you may not assign, sublicense, or otherwise transfer your rights under these Terms to any third party without Kasper's prior written consent. The license is freely revocable, meaning Kasper may terminate your access to the Service at any time for any or no reason, with or without notice.

You may use the Service for both business and personal purposes, provided that such use complies with these Terms and all applicable laws and regulations. Kasper reserves the right to modify, suspend, or discontinue any aspect of the Service at any time without notice or liability.

Our Service is available in Argentina, Brazil, Canada, Colombia, Egypt, India, Indonesia, Israel, Mexico, Nepal, Nigeria, Philippines, South Africa, Sri Lanka, Thailand, Tunisia, United States, and Vietnam as of this version. If you are not in these countries, please send an email to support@finallayer.com; we'll add you to the waiting list and inform you when the service is ready in your country. We are working to enable the service worldwide within the next few quarters.

3.3 Acceptable Use

Your use of the Service must comply with all applicable laws, regulations, and these Terms. You are solely responsible for all content you upload, share, create, or otherwise make available through the Service ("User Content"). You represent and warrant that:

3.3.1 Your Content

You own or have obtained all necessary rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any User Content that you submit, post or display on or through the Service. You agree that such User Content will not contain material subject to copyright or other proprietary rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant Kasper the license described herein.

3.3.2 Rights Cleared Content

All User Content you provide has been properly cleared for use, including but not limited to obtaining all necessary permissions, releases, and licenses from any third parties whose materials or intellectual property are incorporated within such User Content. This includes, but is not limited to, music rights, performance rights, publicity rights, trademark rights, and any other intellectual property rights that may be implicated by your User Content.

3.4 Anti-Discrimination Policy

The Service may not be used to promote, encourage, or engage in discrimination against individuals or groups based on race, ethnicity, national origin, religion, gender, gender identity, sexual orientation, age, disability, medical condition, veteran status, or any other classification protected by applicable federal, state, or local law. Kasper maintains a zero-tolerance policy for discriminatory conduct and reserves the right to immediately terminate the accounts of users who engage in such conduct.

3.5 Prohibited Content

The User shall not create, upload, distribute, or engage in any content or activities that:

(a) breach any confidentiality obligations, contractual duties, or fiduciary responsibilities; (b) cause or risk damage to any physical or digital property; (c) constitute harassment, defamation, or abusive conduct toward any individual or group; (d) contain sexually explicit or pornographic material; (e) create risk of physical harm, mental harm, emotional distress, death, disability, or disfigurement to any person or animal; (f) discriminate against or incite discrimination based on race, religion, gender, sexual orientation, age, disability, ancestry, national origin, or any other legally protected characteristic; (g) engage in or promote fraudulent activities or deceptive practices; (h) exploit or endanger minors in any manner; (i) infringe upon intellectual property rights, including but not limited to copyrights, trademarks, or patents; (j) invade personal privacy or publicity rights; (k) promote or facilitate illegal activities, products, or services; (l) spread false, deceptive, or misleading information; (m) threaten or undermine democratic processes or institutions; (n) violate any applicable local, state, federal, or international laws or regulations.

The foregoing list is non-exhaustive, and Kasper reserves the right to determine additional violations at its sole discretion. Violation of any prohibited activity may result in immediate account termination, content removal, and legal action as deemed appropriate by us.

3.6 Additional Restrictions

In addition to all other terms and conditions contained herein, you expressly agree not to:

(a) Engage in any data mining, scraping, crawling, or other automated data gathering activities from the Service without Kasper's express written consent; (b) Attempt to decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code of any part of the Service; (c) Modify, adapt, translate, or create derivative works based upon the Service; (d) Use the Service for any malicious purpose, including but not limited to attempting to harm, harass, or defame any person, group, or business entity; (e) Circumvent, disable, or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content; (f) Upload or transmit any viruses, malware, or other malicious code; (g) Interfere with or disrupt the Service or servers or networks connected to the Service; (h) Attempt to gain unauthorized access to any portion of the Service or any other accounts, computer systems, or networks connected to the Service.

Violation of any of these restrictions may result in immediate termination of your account and may subject you to state and federal penalties and other legal consequences.

4.1 User Content

By submitting, posting, or displaying User Content on or through the Service, you hereby represent and warrant that: (a) You have all necessary rights, licenses, consents, and permissions to grant the licenses set forth in these Terms; (b) The User Content does not and will not infringe, misappropriate, or violate any third party's intellectual property rights, rights of publicity, privacy rights, or other personal or proprietary rights; (c) The User Content does not contain any material that is defamatory, obscene, offensive, harassing, or otherwise objectionable.

4.1.1 Ownership and Rights

You retain all ownership rights to any content you submit, post, or display through our Service ("User Content"). By using our Service, you grant Kasper certain limited rights to use your User Content as described below, strictly for the purpose of providing and improving the Service functionality.

4.1.2 License for Private Content

For User Content that you maintain as private or share only with designated users, you grant Kasper a worldwide, non-exclusive, royalty-free, sublicensable license to use your User Content solely for the purpose of providing the Service to you and to the specific users you designate. This license includes the rights necessary to:

(a) Host, store, and maintain your User Content on our servers and infrastructure; (b) Process and analyze your User Content using our artificial intelligence systems to provide the indexing, search, clipping, and other functionality you request; (c) Display and transmit your User Content to you and to the specific users with whom you choose to share such content; (d) Make technical modifications necessary to ensure your User Content functions properly across different devices, platforms, and connection speeds, including reformatting, compressing, or optimizing for technical compatibility.

This license for private content terminates when you delete such User Content from the Service, except that Kasper may retain copies as necessary for backup purposes, legal compliance, or as described in our Privacy Policy.

4.1.3 License for Public Content

For User Content that you designate as public or share through public features of the Service, you grant Kasper a worldwide, royalty-free, non-exclusive, sublicensable license that includes the right to:

(a) Make such User Content available to all users of the Service; (b) Display such User Content in connection with the Service's public features; (c) Technically process such User Content as described in Section 4.1.2.

This license for public content continues for as long as the User Content remains available through the Service's public features. You may terminate this license by removing your User Content from public availability, though users who have accessed such content prior to removal may retain copies in accordance with the Service's functionality.

4.1.4 Restrictions on License Scope

The licenses granted in Sections 4.1.2 and 4.1.3 are strictly limited to providing the Service functionality and do not grant Kasper the right to:

(a) Use your User Content for purposes unrelated to providing the Service; (b) Sublicense your User Content to third parties for purposes outside of providing the Service infrastructure and functionality; (c) Use your User Content to train generalized artificial intelligence models except as expressly provided in Section 5.1.

4.1.5 Termination and Removal

You may terminate the licenses granted herein at any time by removing your User Content from the Service. If you no longer have the rights to grant the licenses described in these Terms for any User Content, you must remove that content from the Service immediately. We reserve the right to remove any User Content that violates these Terms or our policies.

4.2 Third Party Content in Work-for-Hire Contexts

When uploading or sharing content created under work-for-hire arrangements or similar contractual relationships, you warrant and represent that: (a) You have obtained all necessary rights and permissions from the commissioning party or employer; (b) You have the authority to grant the licenses contained in these Terms; (c) The use of such content through the Service will not violate any contractual obligations or rights of any third parties.

You shall maintain complete and accurate records of all work-for-hire arrangements and shall provide such records to Kasper upon request. Kasper reserves the right to remove any content that may violate work-for-hire agreements or employment contracts.

4.3 Licensed Content

All licensed content used through the Service must comply with the terms of the applicable license agreements. You acknowledge and agree that: (a) You are solely responsible for obtaining and maintaining all necessary licenses for any third-party content; (b) You will comply with all terms and conditions of such licenses; (c) You will pay all royalties, fees, and other amounts required under such licenses; (d) You will maintain accurate records of all licensed content usage and provide such records to Kasper upon request.

Kasper reserves the right to remove any content that may violate applicable license agreements or copyright laws.

4.4 Fair Use Content

Content used under the fair use doctrine must comply with United States copyright law, including but not limited to the factors set forth in 17 U.S.C. § 107: (a) The purpose and character of the use; (b) The nature of the copyrighted work; (c) The amount and substantiality of the portion used; (d) The effect upon the potential market for or value of the copyrighted work.

You acknowledge that the determination of fair use requires a fact-specific analysis and that you bear all risks associated with any fair use determination. Kasper reserves the right, in its sole discretion, to remove any content that may exceed the bounds of fair use or otherwise infringe upon copyright rights.

4.5 Content Monitoring and Removal

Kasper does not pre-screen User Content but reserves the right to monitor and review all content submitted to or transmitted through the Service for the purpose of ensuring compliance with these Terms, maintaining service security, and preventing abuse. Kasper may, in its sole discretion and without prior notice, remove any content that: (a) Violates these Terms; (b) May create liability for Kasper or its users; (c) May cause Kasper to lose (in whole or in part) the services of its Internet Service Providers or other suppliers; (d) Is otherwise objectionable as determined by Kasper in its sole discretion. Kasper shall have no liability to any user for removing any content from the Service. Users shall cooperate with Kasper in investigating any alleged violations of these Terms.

5.1 AI Model Training and Data Usage

5.1.2 Restrictions on User AI Training

You expressly agree not to: (a) Use the Service or any content available through it to train, develop, or enhance any external artificial intelligence models, machine learning algorithms, or similar technologies not operated by Kasper; (b) Extract, compile, or aggregate data from the Service for the purpose of creating training datasets for use outside of the Service; (c) Reverse engineer or attempt to reconstruct Kasper's AI models or algorithms; (d) Use the Service's AI capabilities in any manner intended to compete with or replicate Kasper's technology.

Any violation of these restrictions may result in immediate termination of your account and legal action, including but not limited to claims for damages and injunctive relief.

5.2 Limitations and Disclaimers

You acknowledge and agree that: (a) AI technology is inherently probabilistic and may produce unexpected or unintended results; (b) Kasper makes no warranties regarding the accuracy, completeness, reliability, or appropriateness of AI-generated content or recommendations; (c) You are responsible for reviewing and validating any AI-generated output before use; (d) Kasper shall not be liable for any damages arising from the use of its AI features.

5.2.1 Technology Partners

Kasper utilizes third-party large language models, artificial intelligence services, and cloud infrastructure providers to process User Content and provide the Service functionality. In using our services, you acknowledge and understand that certain User Content you provide may be transmitted through application programming interfaces (APIs) to these third-party service providers. This transmission may include any information, video, audio, data, text, or content you submit through our Service.

By using Kasper's services, you explicitly direct and consent to: (a) the transmission of your User Content to third-party service providers who are contractually bound to use such content solely for the purpose of providing services to Kasper; (b) the processing of such content by these third-party systems to enable Service functionality; and (c) any incidental storage or handling of your content necessary for such processing.

You understand that while Kasper maintains appropriate safeguards for data handling and requires third-party service providers to implement industry-standard security measures, the nature of these third-party services requires the transmission of User Content through their systems. This consent constitutes an integral part of our service delivery and is necessary for Kasper to provide its core functionality. The handling of your personal information by third-party service providers is governed by our Privacy Policy.

5.2.2 Reporting and Feedback

Users are encouraged to report any safety concerns, unexpected behaviors, or potential biases in the AI system through Kasper's designated reporting channels at support@finallayer.com. While Kasper values such feedback, it maintains sole discretion in determining whether and how to address reported issues.

5.3 AI Feature Availability

Kasper reserves the right to: (a) Modify, limit, or discontinue any AI features at any time; (b) Restrict access to certain AI capabilities based on account type, usage patterns, or other criteria; (c) Implement additional safety measures or restrictions as deemed necessary; (d) Charge additional fees for enhanced AI features or capabilities.

5.4 AI Ethics and Responsible Use

Users agree to use the Service's AI features in an ethical and responsible manner, including: (a) Respecting human rights and dignity; (b) Avoiding discriminatory or harmful applications; (c) Maintaining transparency about AI use when required by law or industry standards; (d) Considering the societal impact of AI applications; (e) Not using the Service to create content that violates the Prohibited Content provisions in Section 3.5.

6.1 Subscriptions and Renewals

6.1.2 Automatic Renewal

Unless you opt out of automatic renewal or cancel your subscription in accordance with these Terms, your subscription will automatically renew at the end of each subscription period. The renewal term will be equal in length to the original subscription period unless otherwise specified. You acknowledge that subscription fees may change at the time of renewal, provided that Kasper gives you reasonable notice of any price changes as described in Section 6.5.

6.2 Service Packs

6.2.2 Expiration and Forfeiture

Unused portions of service packs expire at the end of the specified period and will not be refunded or carried forward. Kasper reserves the right to modify or discontinue any service pack offerings at any time.

6.3 Payment Terms

6.4 Free Trials

6.5 Changes to Pricing

Kasper reserves the right to modify its fees and pricing at any time upon reasonable notice. Such notice will be provided: (a) At least thirty (30) days before the change takes effect for existing subscribers; (b) Through email notification to the address associated with your account; (c) Through prominent notice on the Service or within your account dashboard.

Current pricing will be applicable until your next renewal date. Your continued use of the Service after the price change takes effect constitutes your agreement to pay the modified price. If you do not agree to the price change, you may cancel your subscription in accordance with Section 11.

6.6 Billing Communications

You agree to receive all billing-related communications electronically. Kasper will send billing notices, receipts, invoices, and other transactional communications to the email address associated with your account. You are responsible for maintaining accurate contact and payment information in your account settings.

9. Warranty Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR RELIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

WE ARE NOT RESPONSIBLE FOR ANY CONTENT TRANSMITTED THROUGH THE SERVICE OR ANY DATA LOSS, ALTERATION, OR INTERCEPTION OCCURRING DURING TRANSMISSION OVER NETWORKS WE DO NOT CONTROL. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THESE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR WARRANTIES ARE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Neither we nor any of our affiliates, subsidiaries, directors, officers, employees, contractors, or agents shall be liable or responsible for any User Content or third-party content created, transmitted, displayed, distributed, or stored by you or any third party through our services. By using our services, you acknowledge and agree that you may encounter content that may be deemed objectionable, unlawful, deceptive, or unsuitable, and you hereby waive any legal or equitable rights or remedies you may have against us with respect to such content.

10. Indemnification

You agree, to the extent permitted by applicable law, to indemnify, defend, and hold harmless Kasper and its affiliates, directors, officers, employees, contractors, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees and court costs, arising from or relating to:

(a) Your use of the Services in violation of these Terms or applicable law; (b) Your breach of any representation, warranty, or obligation under these Terms; (c) Your User Content, including any claims that your User Content infringes, misappropriates, or violates any third-party intellectual property rights, privacy rights, or other proprietary rights; (d) Any third-party claims resulting from your actions or omissions in connection with the Service; (e) Your violation of any rights of another person or entity.

Kasper shall make reasonable efforts to notify you of any such claim, but failure to provide notice shall not limit your indemnification obligations hereunder. Kasper reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Kasper in asserting any available defenses.

This indemnification obligation will survive the termination or expiration of these Terms and your use of the Service.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KASPER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUES, LOSS OF DATA, LOSS OF USE, LOSS OF BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR OTHER INTANGIBLE LOSSES, ARISING FROM OR RELATING TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL THEORY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED DOLLARS ($100.00 USD) OR (B) THE AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

12. Term and Termination

These Terms commence upon your initial access to the Service and remain effective until terminated by either party. Kasper may, in its sole discretion, immediately terminate or suspend your access to the Service, with or without notice, for any reason including, but not limited to:

(a) Breach of these Terms or any policy incorporated herein; (b) Violation of applicable law or regulation; (c) Engagement in fraudulent, abusive, or illegal activity; (d) Actions that may create legal liability for Kasper or harm to other users; (e) Non-payment of fees when due; (f) Extended periods of inactivity; (g) Any other reason determined by Kasper in its sole discretion.

You may terminate your account at any time by following the account termination procedures specified in your account settings or by providing written notice to Kasper at support@finallayer.com. Termination by you shall not relieve you of any payment obligations or fees incurred prior to the effective date of termination.

13. Miscellaneous