Terms of Service

Effective Date: March 23, 2026

These Terms of Service ("Terms") govern your access to and use of www.clyep.io and any related websites, communications, proposals, order forms, and services offered under the Clyep brand (collectively, the "Services"). Clyep is operated by Ready Tensor, Inc., located at 10531 4S Commons Dr, Ste 166-628, San Diego, CA 92127, USA ("Clyep," "we," "us," or "our").

By accessing the website, submitting an inquiry, requesting a quote, accepting a proposal, signing an order form, paying an invoice, or otherwise using the Services, you agree to these Terms. If you are accepting these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" means that entity.

If you do not agree to these Terms, do not use the website or the Services.

1. Eligibility

You may use the website and Services only if:

  • you are at least 18 years old; and
  • you have the legal capacity and authority to enter into these Terms.

2. Definitions

For these Terms:

  • "Order" means a written proposal, quote, statement of work, order form, or similar document describing scope, Deliverables, timing, revisions, fees, or other commercial terms, in each case accepted by both parties, including by written confirmation, electronic signature, or payment where the document expressly permits acceptance by payment.
  • "Project" means a specific engagement described in an Order.
  • "Deliverables" means the final video files and other final outputs expressly identified in an Order.
  • "Client Materials" means any scripts, briefs, brand assets, logos, screenshots, recordings, code, documentation, product access, data, files, instructions, or other materials you provide or make available to us.
  • "Clyep Materials" means our production systems, automation, templates, libraries, prompts, workflows, methods, tools, know-how, source files, editable files, and pre-existing materials.
  • "Third-Party Materials" means fonts, stock assets, music, software, voice services, hosting, or other materials or services provided by third parties.
  • "Confidential Information" means non-public information disclosed by one party to the other that should reasonably be understood to be confidential, including Client Materials, product roadmaps, unreleased features, pricing, source materials, and internal business information.
  • "Revision" means a reasonable change request within the agreed scope of a Project.
  • "Update" means a modification to a previously delivered Deliverable after final delivery.

If an Order conflicts with these Terms, the Order controls for that Project.

3. Website Access and Acceptable Use

3.1 Limited License

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable right to access and use the website for lawful business purposes.

3.2 Prohibited Uses

You may not:

  • copy, modify, distribute, sell, or lease any part of the website except as allowed by law;
  • reverse engineer, decompile, or attempt to extract source code from the website;
  • scrape, crawl, harvest, or use automated means to access the website except standard search engine indexing;
  • use the website or its content to build, train, or improve a competing service;
  • interfere with the website's operation, security, or availability;
  • upload or transmit malware, harmful code, spam, or unlawful material;
  • use the website or Services in violation of any law or third-party rights.

3.3 Website Content

All website content, including text, graphics, logos, images, videos, and software, is owned by Clyep or its licensors and is protected by applicable intellectual property laws.

3.4 Website Submissions

Information submitted through the website's contact forms, including briefs, project descriptions, and inquiries, is subject to our Privacy Policy. Submission of a brief or inquiry does not create an Order or obligate either party.

3.5 Third-Party Links

The website may link to third-party sites or services. We are not responsible for their content, terms, or practices.

3.6 Suspension

We may suspend or block access to the website if we reasonably believe you violated these Terms or created a security, legal, or operational risk.

3.7 Acceptable Use of Services and Deliverables

You may not use the Services or Deliverables to create or distribute content that:

  • impersonates any real individual or organization in a deceptive or misleading manner;
  • creates or implies misleading endorsements, testimonials, or affiliations;
  • promotes or facilitates unlawful activity;
  • disseminates materially deceptive or harmful misinformation;
  • infringes any right of publicity, privacy right, or intellectual property right of any third party; or
  • is defamatory, harassing, or otherwise unlawful.

4. Orders and Services

4.1 Services

Clyep provides managed video production and related creative services, including scripting, visual design, narration, production, consulting, and delivery of technical and professional video content.

4.2 Orders

A Project begins only when both parties agree to the applicable Order. An Order may describe:

  • Project scope;
  • Deliverables;
  • production timeline;
  • included revision rounds;
  • assumptions and dependencies;
  • fees and payment schedule; and
  • any special terms.

4.3 Estimates

Any timeline or delivery date is an estimate unless the Order expressly states otherwise. Timelines depend on timely receipt of Client Materials, approvals, feedback, and access.

4.4 Subcontractors

We may use employees, contractors, and subprocessors to provide the Services. We remain responsible for their compliance with these Terms to the same extent as for our own personnel.

5. Client Responsibilities

You agree to:

  • provide accurate, complete, and timely Client Materials, instructions, approvals, and access;
  • designate a primary contact with authority to give approvals and feedback;
  • ensure you have all rights, licenses, permissions, and releases required for all Client Materials;
  • ensure your Client Materials, requested claims, and requested Deliverables do not violate any law or third-party rights;
  • review scripts, visuals, narration, technical claims, branding, and final Deliverables for accuracy and approval;
  • comply with any third-party terms applicable to materials you ask us to use.

5.1 Designated Contact

You shall designate a primary point of contact authorized to provide approvals, feedback, and direction on your behalf. Clyep is entitled to rely on the instructions and approvals of the designated contact. If you wish to change your designated contact, you must notify Clyep in writing.

5.2 Environment Access

If you provide access credentials or environment access, you will provide access only to systems and environments you are authorized to share with us, and where reasonably possible you will use test or staging environments rather than production systems.

5.3 Sensitive Data

Unless expressly agreed in writing, you will not provide:

  • health records or health data;
  • payment card data;
  • government-issued identification numbers;
  • biometric data;
  • children's data; or
  • other highly sensitive or regulated personal information.

You are responsible for redacting or anonymizing personal or confidential information appearing in screenshots, demos, or source materials unless the Project specifically requires otherwise and we agree in writing.

6. Fees, Invoices, and Payment

6.1 Fees

You will pay the fees stated in the applicable Order. All fees are in USD unless stated otherwise.

6.2 Payment Terms

Unless the Order says otherwise:

  • invoices are due within 15 days of invoice date;
  • we may require a deposit before work begins;
  • final Deliverables may be withheld until all amounts due are paid in full.

6.3 Review-Only Use Before Full Payment

Until full payment is received, any Deliverables we provide are for internal review only and may not be published, distributed, or used externally.

6.4 Taxes

Fees do not include taxes, duties, levies, or similar governmental charges. You are responsible for all such charges except taxes based on our net income.

6.5 Late Payments

If payment is late, we may charge interest at the lesser of 1.5% per month or the maximum rate allowed by law, and we may suspend work until payment is made.

6.6 Expenses

Unless the Order states otherwise, standard production expenses are included in the quoted fee. Out-of-scope third-party costs requested by you, such as stock assets, custom music, outside talent, or special licensing, may be billed separately with your approval.

6.7 Non-Refundable Work Performed

Except as expressly stated in these Terms or an Order, fees are non-refundable once work has been performed or non-cancelable commitments have been made.

7. Revisions, Scope Changes, Delays, Acceptance, and Updates

7.1 Revisions

Included revision rounds are stated in the applicable Order. A Revision is a reasonable change request within the approved scope. New concepts, major script rewrites, new sections, new scene types, or material post-approval changes may be treated as out-of-scope work.

7.2 Scope Changes

If you request work outside the agreed scope, we may issue a change order or revised quote before proceeding.

7.3 Client Delays

If you delay feedback, approvals, access, or materials, schedules may shift accordingly. If we do not receive a required response from you within 10 business days, we may pause the Project. If a Project remains paused for 30 days or more, we may re-scope, re-schedule, or close the Project, and fees earned to date remain payable.

7.4 Acceptance

You will be deemed to have accepted a Deliverable if, within 10 business days after delivery (or such other period as specified in the Order), you do not provide written notice of a material failure to conform to the agreed written specifications in the Order.

7.5 Updates

Unless an Order expressly states otherwise, Updates to previously delivered videos are separate work and may be separately scoped and quoted. Retainer or recurring-service clients may receive Updates as specified in their Order.

7.6 Source Files

Unless an Order expressly includes them, Deliverables do not include editable source files, project files, prompts, visual source code, build files, or other production files. We may retain production source files for at least 12 months after final delivery to support potential Updates, after which we may archive or delete them.

8. Ownership and Licenses

8.1 Your Client Materials

As between you and Clyep, you retain ownership of your Client Materials.

You grant us a non-exclusive, worldwide, royalty-free license to host, copy, modify, adapt, display, transmit, and otherwise use Client Materials solely to:

  • provide the Services;
  • create the Deliverables;
  • perform quality assurance and internal operations;
  • maintain internal records and backups;
  • comply with law; and
  • enforce our rights.

8.2 Deliverables

Subject to full payment of all amounts due, and except for Clyep Materials and Third-Party Materials, we assign to you all right, title, and interest we own in the final Deliverables specifically created for you under an Order.

8.3 Clyep Materials

We retain all right, title, and interest in the Clyep Materials. Nothing in these Terms transfers ownership of Clyep Materials to you.

To the extent any Clyep Materials are embedded in a Deliverable, we grant you a perpetual, non-exclusive, worldwide license to use them only as incorporated in that Deliverable.

8.4 Third-Party Materials

Deliverables may include Third-Party Materials. Those materials remain subject to the rights and restrictions of their respective providers. Your rights in Third-Party Materials are limited to the scope of the applicable third-party license.

8.5 Portfolio and Publicity Rights

Unless the applicable Order or a separate NDA states otherwise, you give us permission to:

  • identify you as a client; and
  • display your name, logo, and publicly released Deliverables in our portfolio, website, social media, proposals, and marketing materials.

We will not publicly showcase non-public or unreleased Deliverables before they are publicly launched, unless you approve that in writing.

You may opt out of portfolio use before Project start or revoke this permission later by written notice. Any revocation applies prospectively only. Upon receiving such notice, we will stop new public use of the applicable materials within 30 days. Revocation does not require us to recall, edit, or remove materials already printed, archived, cached, lawfully distributed to third parties, or included in proposals, case studies, or other materials sent before we received your notice.

8.6 Feedback

If you provide suggestions or recommendations regarding our Services or processes, you grant us a non-exclusive, royalty-free license to use and incorporate such feedback for the purpose of improving our Services. Feedback does not create any obligation, compensation requirement, or joint ownership.

9. Confidentiality

9.1 Use and Protection

Each party will:

  • use the other party's Confidential Information only as needed to perform under these Terms;
  • protect it using reasonable care, no less than the care used for its own similar information; and
  • not disclose it to third parties except to personnel, contractors, and advisors who need to know it and are bound by confidentiality obligations.

9.2 Exclusions

Confidential Information does not include information that:

  • is or becomes public without breach of these Terms;
  • was already lawfully known to the receiving party without confidentiality obligation;
  • is lawfully received from a third party without restriction; or
  • is independently developed without use of the disclosing party's Confidential Information.

9.3 Required Disclosure

A party may disclose Confidential Information if required by law, subpoena, or court order, provided it gives prompt notice where legally permitted.

9.4 Return or Deletion

Upon written request or termination, each party will delete or return the other party's Confidential Information, except for:

  • routine backup copies;
  • internal recordkeeping copies;
  • retained source files under Section 7.6; and
  • copies required by law.

This section survives for 3 years after termination, except trade secrets survive as long as they remain trade secrets under applicable law.

10. AI-Assisted Tools, Third-Party Providers, and Communications

10.1 Third-Party Providers

You acknowledge that we may use third-party providers in delivering the Services, including providers for:

  • cloud hosting and storage;
  • text-to-speech and narration;
  • AI-assisted writing or production support;
  • rendering and processing;
  • privacy-focused website analytics;
  • communications;
  • scheduling; and
  • payments.

By using the Services, you authorize us to process Client Materials through those providers as reasonably necessary to provide the Services.

10.2 AI-Assisted Workflow

Unless we expressly agree otherwise in writing, we may use AI-assisted tools in the production workflow. All Deliverables are human-directed and human-reviewed before delivery. You acknowledge that AI-assisted tools may produce errors, omissions, or unexpected results. Final review and approval of all content for accuracy remain your responsibility.

10.3 No Sale of Client Materials

We do not sell Client Materials. Any use of personal information is governed by our Privacy Policy.

11. Warranties and Disclaimers

11.1 Mutual Authority

Each party represents that it has full right and authority to enter into these Terms.

11.2 Your Warranties

You represent and warrant that:

  • you own or control all rights needed for the Client Materials and instructions you provide;
  • our use of the Client Materials as contemplated by these Terms will not infringe, misappropriate, or violate any third-party right;
  • your Client Materials and requested Deliverables comply with applicable law;
  • you have obtained all necessary rights, permissions, licenses, consents, and releases required for all Client Materials, including any rights of publicity or likeness for individuals depicted or identified;
  • you are solely responsible for the accuracy of all factual claims, performance representations, and regulatory statements included in Deliverables at your direction or approval, and you understand that Clyep does not independently verify such claims; and
  • you are responsible for the lawful use and distribution of all Deliverables, including compliance with applicable advertising, consumer protection, and industry-specific regulations.

11.3 Clyep Limited Warranty

We warrant that we will perform the Services in a professional and workmanlike manner consistent with reasonable industry standards.

Your exclusive remedy, and our sole obligation, for breach of this warranty is that we will, at our option:

  1. re-perform the non-conforming Services; or
  2. refund the portion of fees paid for the non-conforming Services.

To make a warranty claim, you must notify us in writing within 30 days after delivery of the affected Deliverable.

11.4 Disclaimer

Except for the limited warranty in Section 11.3: the website, Services, and Deliverables are provided "as is" and "as available"; we disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement; we do not guarantee any specific business result, viewer engagement, conversion rate, revenue outcome, ranking, or uninterrupted availability; we are not responsible for errors in Client Materials, factual claims you approve, or legal or regulatory statements you ask us to include.

You are responsible for obtaining your own legal, regulatory, security, and compliance review where needed.

12. Indemnification

12.1 Your Indemnity

You will defend, indemnify, and hold harmless Clyep and its officers, directors, employees, contractors, and affiliates from any third-party claim, demand, action, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising from or related to:

  • Client Materials;
  • your breach of these Terms;
  • your violation of law; or
  • your use of the Deliverables in a manner not permitted by these Terms or the applicable Order;
  • any actual or alleged infringement of intellectual property rights, rights of publicity, privacy rights, or other third-party rights arising out of Client Materials or the content of Deliverables as directed by you;
  • factual statements, performance claims, endorsements, or testimonials included in Deliverables at your direction or approval; or
  • your unlawful or deceptive marketing, distribution, or use of Deliverables.

12.2 Clyep Limited IP Indemnity

We will defend you against a third-party claim that a Deliverable created solely by us under an Order, when used by you as permitted under these Terms, directly infringes a U.S. copyright or trademark right, and we will pay damages finally awarded against you or agreed in settlement by us.

This obligation does not apply to claims arising from:

  • Client Materials;
  • your instructions;
  • Third-Party Materials;
  • modifications not made by us;
  • combinations with materials not supplied by us; or
  • use outside the scope permitted by these Terms or the Order.

If such a claim arises, we may, at our option:

  • modify the Deliverable;
  • replace the Deliverable;
  • obtain rights for continued use; or
  • terminate the affected portion of the Services and refund the unused portion of fees paid for that portion.

12.3 Procedure

The indemnified party must:

  • promptly notify the indemnifying party of the claim;
  • allow the indemnifying party to control the defense and settlement; and
  • provide reasonable cooperation at the indemnifying party's expense.

The indemnifying party may not settle a claim in a way that admits fault or imposes non-monetary obligations on the indemnified party without that party's prior written consent.

13. Limitation of Liability

To the maximum extent permitted by law: neither party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any lost profits, lost revenue, lost data, loss of goodwill, or business interruption, arising out of or related to these Terms, even if advised of the possibility of such damages; Clyep's total aggregate liability arising out of or related to an Order will not exceed the total fees paid or payable to Clyep under that Order in the 12 months preceding the event giving rise to the claim; if you only use the website and have not purchased Services, Clyep's total aggregate liability will not exceed $100.

The foregoing limits do not apply to:

  • your payment obligations;
  • your infringement or misappropriation of Clyep's intellectual property;
  • your indemnification obligations under Section 12.1;
  • your misuse of Deliverables in violation of applicable law or Section 3.7; or
  • either party's fraud, gross negligence, or willful misconduct.

For clarity, Clyep's obligations under Section 12.2 remain subject to the liability cap in this Section 13 unless otherwise stated in an Order.

14. Suspension and Termination

14.1 Suspension

We may suspend access to the website or Services, or pause Project work, if:

  • you fail to pay on time;
  • you breach these Terms;
  • your use creates legal, security, or operational risk; or
  • we are required to do so by law or a third-party provider.

14.2 Termination for Cause

Either party may terminate an Order or these Terms for material breach if the other party fails to cure that breach within 15 days after written notice.

14.3 Termination for Convenience

Unless an Order states otherwise, either party may terminate a Project for convenience on written notice. If you terminate for convenience, you must pay for:

  • all work performed through the termination date;
  • all non-cancelable commitments incurred on your behalf; and
  • any approved out-of-scope work already performed.

If we terminate for convenience, we will refund any prepaid fees for work not yet performed.

14.4 Effect of Termination

Upon termination:

  • your right to use the website and Services ends, except for Deliverables already paid for;
  • any unpaid amounts become immediately due;
  • sections that by their nature should survive will survive, including ownership, confidentiality, disclaimers, limitation of liability, indemnification, payment, dispute resolution, and general terms.

15. Privacy

Your use of the website and Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

16. Governing Law and Disputes

These Terms are governed by the laws of the State of California, without regard to conflict of law rules.

Before filing a claim, each party agrees to try in good faith to resolve the dispute informally by giving written notice to the other party and allowing 30 days to respond.

If a dispute is not resolved informally, it will be finally settled by binding arbitration in San Diego County, California, in English, administered by JAMS under its then-current commercial arbitration rules, before a single arbitrator.

Either party may seek injunctive or equitable relief in any court of competent jurisdiction for misuse of intellectual property or Confidential Information.

Judgment on the arbitration award may be entered in any court of competent jurisdiction.

17. General Terms

17.1 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

17.2 Assignment

You may not assign these Terms or any Order without our prior written consent. We may assign these Terms, in whole or in part, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

17.3 Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, internet or utility failures, labor disputes, war, terrorism, government action, or failures of third-party providers.

17.4 Notices

Legal notices must be sent to:

Clyep / Ready Tensor, Inc.
10531 4S Commons Dr, Ste 166-628
San Diego, CA 92127, USA
Email: legal@clyep.io

We may send notices to the email address you provide.

17.5 Entire Agreement

These Terms, together with any applicable Order and the Privacy Policy, are the entire agreement between you and Clyep regarding the subject matter here and supersede prior discussions or agreements on that subject.

17.6 Waiver and Severability

A failure to enforce any provision is not a waiver. If any provision is held unenforceable, the remaining provisions will remain in effect.

17.7 Amendments

We may update these Terms from time to time. If we make a material change, we will post the updated Terms on the website and update the Effective Date. The updated Terms will apply prospectively. For existing Orders, the version in effect when the Order was accepted will continue to apply unless the parties agree otherwise in writing.

17.8 Electronic Communications and Signatures

Electronic communications, signatures, and acceptances are binding to the same extent as physical signatures and paper records.

17.9 Export Compliance

You will comply with applicable export control and sanctions laws in connection with your use of the Services and Deliverables.

18. Contact

Questions about these Terms should be sent to legal@clyep.io.