Terms of Service (draft)

Product name: ClipFit.
Operator (to be confirmed): [PLACEHOLDER: legal entity name]. Until an entity is formed or confirmed, the operator is expected to be Owen Johnston, an Illinois-based operator, or a business entity Owen later designates.
Mailing address: [PLACEHOLDER: mailing address].
Contact email: [PLACEHOLDER: contact email].
Governing law (proposed): State of Illinois, United States, subject to legal review.
Draft date: 12 November 2026 (America/Indianapolis). Version: Draft 0.3 — pre-launch, not published. Operational defaults in this draft are proposed and pending Owen’s sign-off.

Fill in the legal entity name, mailing address, and contact email before publication. Do not publish these Terms until those placeholders are completed and counsel has reviewed this draft.

1. Agreement

These Terms of Service (“Terms”) would govern access to and use of the ClipFit website and self-serve clipping subscription (the “Service”), including the pre-launch waitlist at https://clipfit-c5k.pages.dev. By using the Service, creating an account, joining a waitlist, or paying a subscription, you would agree to these Terms. If you do not agree, do not use the Service.

The Service is intended for people who are at least 18 years old and able to form a binding contract. You may not use the Service if you are under 18.

PROPOSED, pending Owen’s sign-off Paid launch of the Service is offered only in the United States. The Service is not offered to users in the European Economic Area or the United Kingdom at this time. Do not create a paid account or subscribe if you are not in the United States.

ATTORNEY REVIEW: US-only paid launch and whether the current public waitlist, which may be reachable from outside the United States, should be limited or should stop collecting EEA/UK emails until those regions are served.

2. What the Service is

ClipFit is a self-serve software tool for fitness podcasters and streamers. Users may upload long-form video they own or are licensed or otherwise permitted to clip and receive captioned 9:16 clips, plus access to a caption and template library.

The Service is not a law firm, not a rights-clearance service, and not a done-for-you posting or management service unless a later written offer says otherwise.

Features, turnaround, and usage limits (clip counts and/or source minutes) will be posted before paid plans begin. Those limits will be disclosed on the pricing page or in an order form and may change with notice as described in these Terms (once finalized).

3. Accounts and waitlist

You must provide accurate information. You are responsible for activity under your account and for keeping login credentials confidential. We may refuse, suspend, or close accounts that violate these Terms or that we reasonably believe present legal, security, or abuse risk, including repeat copyright infringement as described in Section 6.

Joining a founding-user beta or waitlist does not guarantee access, a price, or a launch date. Waitlist emails are collected by Tally, a third-party form provider, as described in the draft Privacy Policy.

PROPOSED, pending Owen’s sign-off Waitlist emails would be kept until paid launch, or until you unsubscribe or ask us to remove you, whichever comes first. To leave the waitlist, reply to a waitlist email or write to [PLACEHOLDER: contact email] and ask to be removed.

4. Content rights and license (important)

You may upload or submit only footage and other material that you own, or that you have a license or other permission to clip, including permission for transcription, editing, clipping, captioning, storage, and download in connection with the Service. You may not upload another person’s podcast, stream, video, music, or other material unless you have the necessary rights. If you do not own the source video or have a license or permission to clip it, do not upload it.

You represent and warrant that:

• you own the uploaded content or have all licenses, permissions, and consents needed (including from guests, collaborators, and music rights holders) for the uses the Service performs;
• your content and your use of the Service do not infringe copyright, trademark, publicity, privacy, or other rights, and do not violate applicable law;
• you will not upload illegal content, including child sexual abuse material, or content that you do not have rights to use.

You retain your rights in your content. You would grant the operator a limited, non-exclusive, worldwide license to host, process, transcribe, clip, reframe, caption, store, and display your content solely to provide the Service to you, to maintain and secure the Service, and to comply with law. We would not use your uploaded footage in public marketing without a separate, documented permission from you.

PROPOSED, pending Owen’s sign-off Uploaded source files would be deleted automatically when processing ends, whether processing succeeded or failed, and in any event no later than 24 hours after upload. The product is expected to finish ordinary jobs in minutes, and source-file deletion would be logged. The license to process a source file would end when that file is deleted from the Service, except for reasonable residual copies in backups that would roll off within 30 days, and copies we must keep for legal reasons (including a valid takedown, dispute, or legal hold).

PROPOSED, pending Owen’s sign-off Generated clips and download links would expire after 7 days. The license to store and deliver generated clips would last only until that expiry, except for residual backup copies that would roll off within 30 days and copies we must keep for legal reasons. Download any clips you want to keep before they expire.

Output clips are derived from your content. Subject to the rights of any third parties in the source material, and subject to legal review of this clause, you would remain responsible for how you use and publish those clips. ClipFit does not clear rights for you and does not warrant that an output clip is cleared for posting on any platform.

ATTORNEY REVIEW: confirm the scope, duration, and geographic reach of the user-content license, including residual backups and any training or model-improvement use (this draft does not grant a training-data license and does not claim any such use).

5. Acceptable use

You agree not to:

• upload or clip source videos that you do not own or do not have a license or permission to clip;
• misuse, disrupt, or attempt to break into the Service;
• overload the Service, bypass usage limits, or resell access without permission;
• use the Service to infringe rights, harass others, or break the law;
• reverse engineer the Service except where a law gives you that right and you first give any required notice;
• submit malware or scrape the Service in a way that harms it.

6. Copyright complaints and DMCA process

We may remove content or suspend or terminate accounts if we receive a valid takedown notice or reasonably believe content violates these Terms or the law. This section describes a draft notice-and-takedown process for claimed copyright infringement, based on 17 U.S.C. § 512. Publishing this process does not by itself create a safe harbor.

ATTORNEY REVIEW: DMCA safe-harbor eligibility for a service that hosts user-uploaded video, including whether ClipFit is a “service provider” under 17 U.S.C. § 512, the repeat-infringer policy, and designated-agent formalities. Under 17 U.S.C. § 512(c)(2), a service provider that wants the hosting safe harbor must designate an agent to receive notifications of claimed infringement, post the agent’s contact information on its website in a location accessible to the public, and provide that information to the U.S. Copyright Office. The Copyright Office explains that this is a two-step process (public posting plus electronic registration) and that designations expire after three years unless renewed. See https://www.copyright.gov/512/ and https://www.copyright.gov/dmca-directory/faq.html. Registering a designated agent is a filing that requires Owen’s approval and payment of the Copyright Office fee. Do not file or pay that registration unless Owen expressly approves it. This draft only flags the requirement.

6.1 Designated agent (placeholders)

Until the placeholders below are filled and, if Owen approves, an agent is registered with the U.S. Copyright Office, this draft does not identify a live designated agent.

• Designated agent name: [PLACEHOLDER: DMCA designated agent name]
• Mailing address: [PLACEHOLDER: DMCA agent mailing address]
• Telephone: [PLACEHOLDER: DMCA agent telephone number]
• Email: [PLACEHOLDER: DMCA agent email]

6.2 Notification of claimed infringement

To be effective under 17 U.S.C. § 512(c)(3), a notification of claimed infringement must be a written communication provided to the designated agent that includes substantially the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Source: 17 U.S.C. § 512(c)(3)(A), https://uscode.house.gov/us/usc/119-124/t17/s512/.

If we receive a notification that substantially complies with those elements, we would act expeditiously to remove or disable access to the material claimed to be infringing and would take reasonable steps promptly to notify the user who submitted it.

6.3 Counter-notification

If you are a user whose material was removed or disabled pursuant to a copyright notification and you believe that happened because of mistake or misidentification, you may send a counter-notification to the designated agent. To be effective under 17 U.S.C. § 512(g)(3), a counter-notification must be a written communication that includes substantially the following:

1. A physical or electronic signature of the subscriber.
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
3. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
4. The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided the original notification or an agent of such person.

Source: 17 U.S.C. § 512(g)(3), https://uscode.house.gov/us/usc/119-124/t17/s512/.

If we receive a substantially compliant counter-notification, we would promptly provide a copy to the person who submitted the original notification and inform that person that we will replace the removed material or cease disabling access to it in 10 business days. Under 17 U.S.C. § 512(g)(2)(C), we would replace the material and cease disabling access not less than 10, nor more than 14, business days after receiving the counter-notification, unless our designated agent first receives notice that the original complaining party has filed an action seeking a court order to restrain the subscriber from engaging in infringing activity relating to the material on our system or network.

6.4 Repeat-infringer termination

Under 17 U.S.C. § 512(i)(1)(A), the statutory limitations on liability apply to a service provider only if it has adopted and reasonably implemented, and informs subscribers and account holders of, a policy that provides for the termination in appropriate circumstances of subscribers and account holders who are repeat infringers. ClipFit’s draft policy is: we may suspend or terminate the accounts of users who, in appropriate circumstances, are repeat infringers. We may count, among other things, valid takedown notices and apparent infringement of which we become aware. We reserve the right to terminate sooner, including after a single serious violation, if we reasonably believe that is appropriate.

ATTORNEY REVIEW: define what counts as a “repeat infringer,” how notices are tracked, whether a successful counter-notification or court ruling resets the count, and how this policy will actually be implemented before launch. This draft states that a policy exists in principle; it is not an implemented compliance program.

7. Fees, subscriptions, auto-renewal, cancellation, and refunds

The listed price is $20 per month in USD, unless a later approved offer (including a founding-price lock, if Owen approves one) says otherwise. Usage limits will be posted before billing begins. Paid billing is not live on the current site.

When paid billing is enabled, payments would be processed by Stripe, which would be our payment processor and a service provider. We would not intend to store full card numbers on our own servers. Stripe’s fees, identity verification, and payout timing are set by Stripe, not by this draft. Stripe has not been enabled yet.

If a founding-user beta is offered for free, paid charges would not begin until a paid launch you are notified about, except as a final offer and these Terms (once adopted) describe.

7.2 Consent, acknowledgment, and how to cancel

Under 815 ILCS 601/10(a), a person that sells or offers to sell products or services to a consumer under a contract that automatically renews unless the consumer cancels must, among other things: (i) disclose the automatic renewal offer terms clearly and conspicuously in the contract before the subscription or purchasing agreement is fulfilled and in visual proximity (or, for a voice offer, temporal proximity) to the request for consent; (ii) not charge the consumer’s credit or debit card or other payment mechanism for an automatic renewal service without first obtaining the consumer’s consent to the contract containing those terms; (iii) provide a retainable acknowledgment that includes the automatic renewal offer terms, cancellation policy, and information on how to cancel; and (iv) if the offer includes a free gift or trial, disclose how to cancel and allow the consumer to cancel before paying for the goods or services.

Under 815 ILCS 601/10(b-5), a person that makes an automatic renewal offer or continuous service offer online must provide a toll-free telephone number, electronic mail address, a postal address if the seller directly bills the consumer, or another cost-effective, timely, and easy-to-use cancellation mechanism. A consumer who accepts an automatic renewal or continuous service offer online must be allowed to terminate that renewal or continuous service exclusively online, which may include a termination email formatted and provided by the business or a link to a website or other online service the consumer can use to cancel.

PROPOSED, pending Owen’s sign-off Once Stripe billing is enabled, we would not charge your payment method for the automatic-renewal subscription without first obtaining your consent to the contract containing the automatic renewal offer terms in Section 7.1, as 815 ILCS 601/10(a)(ii) requires. We would provide an acknowledgment capable of being retained by you (for example, by email) that includes those automatic renewal offer terms, the cancellation policy, and information regarding how to cancel, as 815 ILCS 601/10(a)(iii) requires. That acknowledgment may link to a resource with cancellation instructions.

PROPOSED, pending Owen’s sign-off You may cancel at any time, including online through a self-serve account or billing page (for example, the Stripe customer portal) and also by emailing [PLACEHOLDER: contact email]. Under 815 ILCS 601/10(b-5), a consumer who accepts an automatic renewal or continuous service offer online “must be allowed to terminate the automatic renewal or continuous service exclusively online, which may include a termination email formatted and provided by the business that a consumer can send to the business without additional information, or a link to a website or other online service consumers can use to cancel.” The proposed self-serve billing page (for example, the Stripe customer portal) is intended to be that online cancellation method. Cancellation would take effect at the end of the then-current paid period. You would not be charged for later terms, and access to paid features may continue until the end of the period already paid.

815 ILCS 601/10(b-5) also states that a person that makes an automatic renewal offer or continuous service offer online “shall provide a toll-free telephone number, electronic mail address, a postal address if the seller directly bills the consumer, or another cost-effective, timely, and easy-to-use mechanism for cancellation that shall be described in the notice required in subsection (b).” This draft proposes email and an online billing page as the cancellation mechanisms. It does not propose a toll-free number. The “notice required in subsection (b)” is the written renewal notice that 815 ILCS 601/10(b) requires for a contract with a specified term of 12 months or more that automatically renews for a specified term of more than one month. The current $20 monthly plan, if it remains month-to-month, would not appear to be that kind of contract.

ATTORNEY REVIEW: confirm that (1) the Stripe customer portal (or equivalent self-serve page) is actually enabled before paid launch and is linked from the retainable acknowledgment; (2) email cancellation is monitored; (3) no toll-free number is required given the statute’s “or” list of mechanisms; and (4) the cross-reference in 815 ILCS 601/10(b-5) to “the notice required in subsection (b)” does not create an extra notice duty for a month-to-month plan. Other states’ automatic-renewal laws may also apply to U.S. customers outside Illinois.

If a free trial or promotional period lasting 15 days or longer is later offered and would automatically renew unless canceled, 815 ILCS 601/10(a-5) requires notice during that period no less than 3 days before the cancellation deadline, sent in a method in which the consumer is accustomed to interacting with the business. No such paid-conversion trial is live today. The current waitlist / proposed founding-user beta is described as free until a paid launch you are notified about; counsel should confirm how that transition is noticed and consented to.

815 ILCS 601/10(b) requires an additional written renewal notice no less than 30 days and no more than 60 days before the cancellation deadline when the contract term is a specified term of 12 months or more and the contract automatically renews for a specified term of more than one month. The current $20 monthly plan, if it remains month-to-month, would not appear to be a 12-month-or-longer term that renews for more than one month. If an annual or other long-term plan is later offered, that notice requirement would need to be implemented. 815 ILCS 601/20(c) states that the Act does not apply to business-to-business contracts; whether any ClipFit customer relationship is B2B is a facts-and-counsel question, and this draft does not rely on that exception.

ATTORNEY REVIEW: Illinois Automatic Contract Renewal Act (815 ILCS 601) compliance for checkout, consent, retainable acknowledgment, online cancellation, free-trial / beta-to-paid conversion notices, and any future annual plans. Confirm whether additional automatic-renewal laws of other states will apply to out-of-state customers. A violation of the Illinois Act is an unlawful practice under the Consumer Fraud and Deceptive Business Practices Act (815 ILCS 601/15). Do not treat this section as a completed compliance program.

7.3 Refunds, failed payments, and taxes

PROPOSED, pending Owen’s sign-off Refunds: we would not give prorated refunds for unused time in a partial month after you cancel. If you request it within 7 days of the first charge on your subscription, we would refund that first charge in full. We would also refund amounts when required by law, and we would correct billing errors (including charges made in error). Chargeback handling and failed-payment retries remain to be specified in operations.

Tax collection (including sales tax) must be specified after tax review. [PLACEHOLDER: tax treatment and whether Stripe Tax or another tool will be used.] Because paid launch is proposed as U.S.-only, VAT collection for EEA/UK users is not expected until those regions are served.

ATTORNEY REVIEW: the proposed no-proration rule, the 7-day full refund of the first charge, billing-error refunds, chargebacks, failed-payment retries, and tax collection. 815 ILCS 601 does not itself require a 7-day introductory refund; that is a proposed policy, not a statutory mandate. Limitation-of-liability and billing clauses should be read together. Do not advertise the 7-day refund until Owen signs off and counsel has reviewed it.

8. Availability and changes to the Service

The Service is provided as a pre-launch and, later, an ongoing software product. We do not promise uninterrupted or error-free operation. Features may change. We may modify or discontinue all or part of the Service.

9. Changes to these Terms

When these Terms are adopted, we may update them from time to time. Material changes would be posted on this page with a revised date and, where required, notice to users (for example, by email to the address on the account or waitlist). The updated Terms would apply going forward from the effective date stated in the notice or posting. If you do not agree to the updated Terms, you should stop using the Service and, once billing exists, cancel your subscription as Section 7 describes. Continuing to use the Service after the effective date may be treated as acceptance, subject to legal review of that mechanism.

ATTORNEY REVIEW: the mechanism for binding changes to terms (posting vs. affirmative re-consent), especially for paying subscribers and automatic-renewal disclosures.

10. Disclaimer of warranties

To the maximum extent permitted by law, the Service would be provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that clips, captions, or transcriptions will be complete, accurate, or suitable for any particular platform’s rules, or that the Service will be uninterrupted, secure, or error-free.

ATTORNEY REVIEW: disclaimer of warranties, including enforceability as to Illinois consumers and any non-waivable rights.

11. Limitation of liability

To the maximum extent permitted by law, the operator would not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill, even if advised of the possibility. The operator’s total liability for claims arising out of the Service would be limited to the amounts you paid for the Service in the twelve months before the claim, or fifty U.S. dollars if you have paid nothing. Some jurisdictions do not allow certain limitations; in those places, the limits apply only to the extent allowed.

ATTORNEY REVIEW: this cap and the disclaimers are placeholders and must be reviewed by counsel, including as to personal-injury, gross-negligence, and consumer-protection claims that may not be limitable.

12. Indemnity (placeholder)

You would agree to indemnify and hold harmless the operator from claims, damages, and reasonable legal fees arising from your content, your use of the Service, or your breach of these Terms, to the extent permitted by law.

ATTORNEY REVIEW: indemnity, including whether it is appropriate for consumer users and how it interacts with the content-rights warranties.

13. Termination

You may stop using the Service and, once billing exists, cancel a subscription as Section 7 describes. We may suspend or terminate access if you breach these Terms, if you are a repeat infringer as described in Section 6, if required by law, or if the Service is discontinued. Sections that by their nature should survive (including content-rights representations, the DMCA process, disclaimers, liability limits, and indemnity) would survive termination.

14. Privacy

How we handle personal information is described in the draft Privacy Policy. That document is also a draft and needs legal review.

15. Miscellaneous and governing law

These draft Terms, together with any approved order form or pricing page, would be the entire agreement for the Service. If a provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver. You may not assign these Terms without consent; the operator may assign them in connection with a reorganization or sale.

Governing law and disputes (proposed): the laws of the State of Illinois, United States, excluding conflict-of-law rules, with courts located in Illinois ([PLACEHOLDER: specific county or federal district, if counsel recommends one]). Arbitration, class-action waiver, and exclusive venue must be decided with counsel and must comply with applicable consumer law.

ATTORNEY REVIEW: Illinois governing law, venue, and whether to add arbitration or a class-action waiver (this draft does not include either).

16. Contact

For questions about these Terms, or to send a copyright notice once a designated agent is identified:

• Operator: [PLACEHOLDER: legal entity name]
• Mailing address: [PLACEHOLDER: mailing address]
• Email: [PLACEHOLDER: contact email]

Until those placeholders are filled, this document is an internal draft only.

Official sources cited in this draft

The statutory descriptions above are based on official texts fetched for this review. They are not a complete statement of the law.

• 17 U.S.C. § 512: https://uscode.house.gov/us/usc/119-124/t17/s512/
• U.S. Copyright Office, Section 512 resources: https://www.copyright.gov/512/
• U.S. Copyright Office, DMCA Designated Agent Directory FAQs: https://www.copyright.gov/dmca-directory/faq.html
• Illinois Automatic Contract Renewal Act, 815 ILCS 601: https://ilga.gov/legislation/ilcs/ilcs3.asp?ActID=2363&ChapterID=67

End of draft. Do not publish until legally reviewed and the placeholders above are filled in.