Master Service Agreement (Klap API)

Last updated: 02/07/2025

Overview

This Master Service Agreement ("Agreement") governs the use of the Klap application programming interface ("Klap API" or "Service") provided by ZIGG SAS, a French société par actions simplifiée (SAS) with its headquarters at 65 rue Roger Francois, 94700 Maisons-Alfort, France ("ZIGG", "Company", "we" or "us"), by any person or entity accessing the Klap API ("Customer" or "you"). By using or integrating with the Klap API, Customer agrees to be bound by this Agreement. If you are agreeing to this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not agree to these terms, you may not use the Klap API.

Purpose of Service: The Klap API is an online AI-powered video editing service that allows Customers to submit longer video content and receive automatically edited short-form videos (e.g., "viral" clips with captions, reframing, etc.) docs.klap.app. This Agreement sets forth the terms and conditions under which ZIGG will provide access to the Klap API and related services, including service level commitments, data protection measures, and usage restrictions, and defines the respective rights and obligations of the parties.

Services and License

Access to API

Subject to this Agreement, ZIGG grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Klap API and its documentation solely for Customer's internal business purposes in developing or operating an application or service that interfaces with Klap. All use of the API must be in accordance with the Klap API documentation and any usage guidelines we provide. Customer must obtain an API key or credentials from us and keep them confidential. Customer is responsible for all use of the API via its credentials.

Modifications to API

Customer acknowledges that ZIGG may update or modify the Klap API from time to time (including adding or deprecating features or endpoints). We will use reasonable efforts to notify Customers of any material changes (e.g. via our website or email), but it is ultimately Customer's responsibility to ensure their integration is compatible with the current API. Continued use of the API after an update constitutes acceptance of the modifications. If any change is not acceptable, Customer should stop using the API.

No Illegal Use or Reverse Engineering

Except as expressly permitted by this Agreement, Customer shall not: (a) copy, republish, or create derivative works of the API or its documentation; (b) distribute, sublicense, or allow any third party to use the API for their own benefit (except end-users of Customer's integrated application in accordance with this Agreement); (c) reverse engineer, decompile, or attempt to discover the source code, trade secrets, or underlying algorithms of the API; or (d) use the API in a manner that circumvents or interferes with the Service's security or technical restrictions. We reserve the right to suspend or terminate Customer's access to the API if Customer's use violates the foregoing or otherwise poses a security or service risk.

Ownership of the Service

As between the parties, all intellectual property rights in the Klap API, the software, algorithms, models, and infrastructure underlying the Service, and any improvements or modifications thereto, are and shall remain the sole property of ZIGG and its licensors. Except for the limited API license granted above, no rights or licenses are granted to Customer under this Agreement, and we reserve all rights not expressly granted. Customer shall not remove or obscure any copyright, trademark or proprietary notices on the Service or documentation.

Customer Data and Content

Customer Content

"Customer Content" or "Customer Data" means any data, media, or content (including video files, images, audio, text, or other materials) that Customer or its end users submit to or process through the Klap API, and any results generated from the Service based on such input (e.g. the edited short video outputs). Customer retains all rights, title, and interest in and to Customer Content, and ZIGG does not claim ownership of Customer Content. Customer hereby grants ZIGG a non-exclusive, worldwide, royalty-free license to host, reproduce, process, transmit and otherwise use Customer Content solely as necessary to provide the Service and fulfill our obligations under this Agreement. This includes the right to display or modify Customer Content as needed to perform automated editing and to store the content (and resulting outputs) on our systems. We will not use Customer Content for any purpose other than providing and improving the Service (for example, for troubleshooting, analytics, or enhancing our algorithms), and we will not disclose Customer Content to third parties except as permitted by this Agreement or required to comply with law.

Responsibility for Content

Customer is solely responsible for the legality, quality, and accuracy of all Customer Content. Customer warrants that it has obtained all necessary rights, consents, and permissions to provide the Customer Content to ZIGG and to allow the Service to process it. This includes compliance with intellectual property laws (e.g. obtaining rights to any music or media included in videos) and data privacy laws as applicable (addressed further in the Data Protection section below). We do not monitor Customer Content but reserve the right to remove or disable access to any content that we reasonably believe violates this Agreement or applicable law, after providing notice where feasible.

Output Materials

To the extent the Service produces edited videos, transcripts, captions, or other outputs from Customer's input content ("Output Materials"), ZIGG makes no claim of ownership over such Outputs which are derived from Customer Content. Subject to Customer's payment of all applicable fees, such Output Materials are deemed part of Customer Content and owned by Customer or its licensors. Notwithstanding the foregoing, Customer acknowledges that ZIGG retains ownership of any of its underlying tools, templates, algorithms or know-how used to generate the Outputs. Customer is free to use the Outputs for any lawful purpose, provided that Customer is responsible for compliance with any third-party platform rules if the outputs are published (for example, if posting a video clip to YouTube or other social media, Customer must ensure it meets those platforms' terms of use as noted in our general Terms of Service).

Service Level Agreement (SLA)

We strive to make the Klap API highly available for use by Customers. This SLA section sets forth our uptime commitment and the credits available if we do not meet that commitment. This SLA applies only to paying Customers on a paid subscription plan; free trial or free-tier users are not entitled to service credits for downtime.

Uptime Commitment

ZIGG commits to at least 99.9% availability of the Klap API each calendar month, excluding scheduled maintenance windows and events of force majeure (the "Uptime Commitment"). This means the Service will be operational and accessible at least 99.9% of the time in a given month. "Downtime" refers to a period during which the API is not accessible or not functioning for all Customers, as confirmed by our monitoring systems. Downtime does not include: (a) scheduled maintenance periods, not to exceed a reasonable amount of time (we will provide at least 24 hours advance notice for scheduled maintenance via our website or email and schedule it outside peak hours whenever feasible); (b) emergency maintenance or updates necessary for security or performance (we will endeavor to provide notice if practicable); or (c) unavailability due to factors outside of ZIGG's reasonable control, including issues with third-party networks or Customer's own systems (such as internet outages, DNS issues, or Customer's misuse of the API).

Service Credits for Downtime

If in any calendar month the Service fails to meet the 99.9% Uptime Commitment, Customer shall be eligible to receive a service credit ("SLA Credit") on their account, as follows:

• For uptime between 99.0% and 99.9% (inclusive) in a month, Customer can claim a credit equal to 5% of that month's applicable Service fees.
• For uptime between 95.0% and 98.9%, Customer can claim a credit equal to 10% of that month's Service fees.
• For uptime below 95.0%, Customer can claim a credit equal to 15% of that month's Service fees.

In all cases, the total SLA Credits for any given month will not exceed 15% of the fees paid for that month (and in no event will credits be provided for more than 100% of fees for any month). SLA Credits are the exclusive remedy for Service unavailability or performance issues. To receive an SLA Credit, Customer must request it by contacting support (e.g. via email to support@klap.app) within thirty (30) days after the end of the month in which the Downtime occurred, with details of the dates and times of the outage. We will verify the claimed Downtime against our logs. Once verified, the credit will be applied to Customer's next billing cycle (or a refund issued if no further payments are due). Service credits, if any, shall apply only to the invoice issued for the calendar month in which the corresponding SLA breach occurred, and may not be carried forward or accumulated.

Exclusions

The SLA Credit will not apply if Customer is in material breach of the Agreement (e.g., overdue on payments) at the time of the incident, or if the downtime results from suspension of service as permitted under this Agreement. Scheduled maintenance (with notice) and emergency maintenance are exempt from uptime calculations as noted above.

Example: If the Service was only 98.5% available in a given month (meaning downtime exceeded the permitted 0.1% threshold), the Customer could request a credit. Since 98.5% falls in the 95–98.9% bracket, the Customer would be eligible for a 10% credit of that month's fee. If the monthly fee was €100, a €10 credit would be applied to the next invoice. If multiple incidents in one month resulted in uptime below 95%, the credit would cap at 15% of the monthly fee for that month.

Support Services

We offer tiered support levels to assist Customers in using the Klap API. The scope and availability of support depends on the subscription plan or support package that Customer has subscribed to. In general, standard support (included with basic plans) provides access to our support team via email or web portal during normal business hours (Monday–Friday, local business hours), with responses typically within one business day for high-priority issues. Premium support tiers (available for enterprise or higher-tier plans) may include faster response times (e.g. within a few hours for critical issues), extended support hours up to 24/7 coverage, and/or a dedicated account manager or support contact. Details of the specific support offering for each tier are described in the service plan documentation or order form.

ZIGG will use commercially reasonable efforts to provide timely and helpful support, and to resolve any issues with the Service. Support requests can be submitted through the channels we designate (such as our support email or ticketing system). Customer shall provide sufficient information and cooperation to enable troubleshooting (e.g. error logs, request IDs, etc.).

Maintenance and Updates

ZIGG will maintain the Service and apply updates or patches as needed for security and performance. Scheduled maintenance that may impact API availability will be communicated in advance as described in the SLA section. We aim to perform routine maintenance during off-peak times to minimize disruption. For critical security updates, we may deploy patches on an emergency basis and will inform Customers promptly.

Fees and Payment

Access to the Klap API is provided on a subscription or usage-based fee model as set forth in a separate Pricing Schedule or Order Form. Pricing and billing terms are defined outside of this Agreement, such as on our website's pricing page or in a written order document for enterprise customers. This Agreement does not list specific prices or payment amounts; instead, Customer agrees to pay the fees for the Service as specified in the applicable pricing plan or order, which is incorporated herein by reference.

Invoicing and Payment

Unless otherwise agreed in writing, all fees are billed in advance (e.g. monthly or annually) and are due upon receipt of invoice or charge. If credit card payment is used, Customer authorizes us to charge the card on file for recurring fees. If invoice billing is arranged, payment shall be due within the timeframe stated on the invoice (typically 30 days). All fees are in the currency specified (default Euro €) and are exclusive of any taxes, levies, or duties. Customer is responsible for any applicable taxes (other than taxes on ZIGG's income). We may calculate and add any indirect taxes (like VAT) as required by law based on Customer's billing information.

Late Payments

In the event any invoiced fee is not paid when due, we reserve the right to (a) charge interest at the rate of 1.5% per month (or the highest rate allowed by law, if lower) on the overdue amount from the due date until paid, and/or (b) suspend or terminate access to the Service if payment remains delinquent 15 days after written notice. Customer will be responsible for any reasonable costs of collection (such as legal fees) for overdue amounts.

Changes to Fees

ZIGG may modify its standard pricing or fee structure for the Service. For subscription customers, any fee changes will not take effect until the next renewal term or at least 30 days after notice, whichever is later. We will notify Customers of pricing changes via email or via the Service. If Customer does not agree to the new fees, Customer may terminate the Service before the new fees take effect (in accordance with the termination provisions below).

No Refunds

Except as expressly provided in this Agreement or required by law, all payments are non-refundable. (For example, if Customer terminates the Service mid-term, any prepaid fees for the remaining period are not refundable, except if termination is due to our uncured material breach as described later, in which case we may refund the pro rata unused portion.) Our general consumer-oriented refund policy (e.g. allowing first-month refund for dissatisfaction, as described in our website terms) may not apply to enterprise API subscriptions, except at our discretion or as stated in an order form.

Acceptable Use and Customer Obligations

Customer agrees to use the Klap API and Service in compliance with all applicable laws and regulations, and pursuant to the following acceptable use requirements. Any violation of this section will be considered a material breach of the Agreement and can result in suspension or termination of Service.

Compliance with Laws

Customer shall not use the Service in any manner that violates any applicable law or regulation, including but not limited to intellectual property laws, data protection and privacy laws, export control laws, and sanctions regulations. This means, for example, Customer will not use the API to process content that infringes third-party copyrights or trademarks, or to collect personal data in violation of GDPR or other privacy laws. Customer will also comply with any regulatory requirements specific to the content being processed (for instance, if videos contain personal data, Customer must have legal grounds to process that data and, if required, inform or obtain consent from data subjects).

Prohibited Content

Customer must not use the Service to upload, create, store, or distribute any content that is illegal, harmful, or objectionable. Prohibited content includes, without limitation, content that:

• is unlawful, defamatory, or fraudulent (e.g. hate speech or libelous material)
• is obscene, pornographic, or sexually explicit (including any content involving exploitation or abuse of minors)
• promotes or depicts violence, terrorism, or other violent acts
• involves the sale or promotion of illegal goods or activities (such as illicit drugs, unlawful firearms, gambling, etc.)
• is harassing, hateful, or discriminatory toward any individual or group

ZIGG reserves the right to remove or disable access to any content that it deems to violate the foregoing, and to report any content to law enforcement if required by law.

No Harmful Use

Customer shall not use the API in a manner that could harm or impair the Service or others' use of the Service. This includes no interfering with or disrupting the Service or the networks and infrastructure used to provide it (for example, no attempting to disable the Service, launch denial of service attacks, or spread viruses/malware via the API). Customer shall not perform security testing or vulnerability scanning of the API without our prior written consent. Additionally, Customer must not use the API in a way that imposes an unreasonable or disproportionately large load on our infrastructure (such as excessive request rates beyond the usage limits in the documentation).

Usage Limits and API Integrity

Customer agrees to abide by any rate limits, volume caps, or other usage restrictions for the API as specified in the documentation or Customer's plan. If Customer's usage exceeds the agreed limits or materially exceeds typical use patterns and thereby threatens the stability or availability of the Service, we may throttle or temporarily suspend Customer's access after providing notice and an opportunity to discuss adjustments. Customer shall also ensure that any integration to the API handles errors and rate-limit responses according to our guidelines to avoid excessive retry loops or other unintended behaviors.

No Unauthorized Access or Sharing

API credentials (keys, tokens) are personal to Customer's account and must not be shared with unauthorized third parties. Customer will not misrepresent or mask its identity when using the API. If Customer's implementation of the API is available to end users, Customer is responsible for ensuring those end users do not abuse the Service or violate these terms. Customer must promptly notify ZIGG of any breach of security or unauthorized use of its API credentials.

No Resale or Competing Service

Except as expressly permitted by ZIGG in writing, Customer shall not resell the Service or charge third parties for access to the Klap API. Customer may incorporate the API into its own application or service with added value, but must not simply expose or wrap our API for direct third-party use. Furthermore, Customer shall not use the Klap API to create a service or product that is primarily aimed at replicating the core features of Klap or that competes with ZIGG's offerings in a manner that is unfair or violates ZIGG's intellectual property rights. (Customer, of course, may produce edited videos for its end-users — the intention is only to prohibit misuse of the API to clone our service.)

Acceptable Use Policy

ZIGG may publish a more detailed Acceptable Use Policy (AUP) from time to time on its website. If such an AUP exists, Customer agrees to abide by the additional terms of the AUP, which are hereby incorporated by reference. In case of any conflict between the AUP and this section, the stricter standard or prohibition applies.

ZIGG reserves the right to monitor usage of the API (e.g. for security and performance) and to ensure compliance with this Agreement. If we detect any use of the Service that violates the above terms, we may request Customer to promptly remedy the violation. If Customer fails to do so, we may suspend or restrict the API access to the extent necessary to protect the Service and other users, and/or terminate the Agreement for breach as described below.

Data Protection and Security

This section addresses how each party will handle personal data and other sensitive data in connection with the Service, in order to comply with applicable data protection laws, including the EU General Data Protection Regulation (GDPR) and any applicable local laws.

Roles of the Parties

To the extent Customer Content includes personal data (as defined by GDPR or applicable law) of individuals ("Personal Data"), Customer is considered the data controller (or equivalent) of that Personal Data, and ZIGG is a data processor processing such data on Customer's behalf. ZIGG will process Personal Data only for the purpose of providing the Service and in accordance with Customer's instructions as set out in this Agreement and any additional instructions given through the Service configuration or in writing.

ZIGG's Obligations as Processor

In accordance with Article 28 of the GDPR and equivalent laws, ZIGG agrees to:

• Process Only on Instructions: Process Personal Data only on documented instructions from Customer (the use of the Service and submission of data via the API constitutes such instructions), unless otherwise required by European Union or Member State law. In the latter case, we shall inform Customer of that legal requirement before processing, unless the law prohibits such notice.
• Confidentiality: Ensure that all personnel authorized to process Personal Data are bound by appropriate confidentiality obligations. We treat Customer Content as confidential by default and do not disclose it except to our employees or sub-processors who need access for providing the Service, and under strict confidentiality duties.
• Security Measures: Implement appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing, and against accidental loss, destruction, damage, or disclosure. These measures include, at a minimum: encryption of data in transit; access controls to limit access to Personal Data on a need-to-know basis; regular security testing and monitoring; and maintaining industry-standard security certifications or practices.
• Sub-processors: Not engage any sub-processor to process Personal Data without ensuring that equivalent data protection obligations are imposed on that sub-processor. Our primary hosting and infrastructure providers may have access to data as sub-processors. Customer consents to our use of sub-processors as needed for cloud hosting, storage, analytics, email delivery, etc., provided that (i) we remain responsible for their compliance with these obligations, and (ii) we will list current sub-processors in a privacy or data processing notice available to Customer (or provide such list on request).
• Assistance with Data Subject Rights: Taking into account the nature of the processing, assist Customer by appropriate technical and organizational measures, insofar as possible, to fulfill Customer's obligations to respond to requests by data subjects to exercise their rights under data protection laws (e.g., rights to access, rectify, delete, or object to processing).
• Data Breach Notification: Notify Customer without undue delay after becoming aware of any confirmed Personal Data Breach affecting Customer's data.
• Data Protection Impact Assistance: If required, we will provide reasonable assistance to Customer in carrying out data protection impact assessments and prior consultations with supervisory authorities.
• Deletion or Return of Data: Upon termination of the Service or upon Customer's request, we will delete or return all Personal Data in our possession that we processed on Customer's behalf, except to the extent retention is required by law or for legitimate business purposes.
• Audits: We will make available to Customer information necessary to demonstrate compliance with these data protection obligations and allow for and contribute to audits conducted by Customer or an auditor mandated by Customer, to the extent required by Article 28 GDPR.

Customer's Obligations as Controller

Customer is responsible for: (i) ensuring that Customer has a valid legal basis for processing any Personal Data you submit to the Service, and for providing any necessary notices or obtaining any required consents from data subjects; (ii) ensuring that any instructions you give to ZIGG regarding Personal Data processing comply with applicable laws; and (iii) complying with all laws applicable to Customer's use of the Service, including but not limited to the GDPR if relevant.

International Data Transfers

Customer acknowledges that ZIGG is located in France and generally will process Personal Data within the European Economic Area (EEA). To the extent that Customer or its end users are located outside the EEA, or the Service involves transferring Personal Data out of the EEA, the parties shall ensure such transfers comply with Chapter V of the GDPR. This may include reliance on an adequacy decision for the destination country, or EU Commission's Standard Contractual Clauses (SCCs) or other lawful transfer mechanisms.

Privacy Policy

ZIGG's general practices regarding collection and use of personal information (for example, account registration data, usage metrics, cookies on our site, etc.) are described in our Privacy Policy available on our website. That Privacy Policy is incorporated herein to the extent it applies to data we collect as a controller.

Confidentiality

Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the context of disclosure. Confidential Information of Customer includes Customer Content and any non-public technical or business information you provide to us. Confidential Information of ZIGG includes the Klap API (to the extent not publicly disclosed), any non-public aspects of the Service or documentation, pricing or commercial terms discussed for enterprise plans, and any other proprietary business information of ZIGG.

Exclusions

Information does not qualify as Confidential Information if the Receiving Party can demonstrate that:

• it was already known or independently developed by the Receiving Party without use of or reference to the Disclosing Party's information, as evidenced by written records
• it was rightfully acquired by the Receiving Party from a third party who was not under an obligation of confidentiality
• it was or becomes publicly known through no wrongful act or omission of the Receiving Party

Aggregated Data

ZIGG may derive statistical and performance information related to the use of the Service (e.g., overall usage volumes, success rates, etc.) and such information, so long as it is anonymized and aggregated such that it does not reveal Customer's identity or any personal data, will not be considered Confidential Information of Customer. We may use such aggregated data to improve and publicize our services, but not in a way that identifies or directly benefits a competitor of Customer.

Confidentiality Obligations

The Receiving Party shall not use the Disclosing Party's Confidential Information for any purpose outside the scope of this Agreement, and shall not disclose it to any third party, except to its affiliates, employees, agents or subcontractors who need access for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as protective. The Receiving Party shall protect the Disclosing Party's Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, and at least a reasonable standard of care.

Duration

The confidentiality obligations in this section begin on disclosure and remain in effect for five (5) years from the date of termination of the Agreement, except for trade secrets or Personal Data, which shall be kept confidential indefinitely while in Receiving Party's possession.

Intellectual Property Rights

ZIGG IP

All rights, title, and interest in the Service (including the Klap API, website, software, algorithms, models, and all improvements, enhancements or modifications thereto), as well as ZIGG's trademarks, logos, and brand identity, are the exclusive property of ZIGG or its licensors. Except for the limited use rights expressly granted to Customer under this Agreement, ZIGG retains all intellectual property and proprietary rights in and to its products and services.

Customer IP

As stated in the Customer Content section, Customer retains ownership of all Customer Content and data you provide to the Service. ZIGG acquires no ownership of Customer's intellectual property or that of your end users. Customer grants ZIGG the necessary licenses to use Customer Content solely for the purpose of providing the Service and as otherwise permitted in this Agreement.

Feedback

If Customer provides any feedback or suggestions to ZIGG regarding the Service ("Feedback"), ZIGG may freely use and incorporate such Feedback without restriction or obligation. Any improvements or new features developed by ZIGG (even if inspired by or based on Feedback) are the property of ZIGG.

Warranties and Disclaimers

Service Warranty

ZIGG represents that it will provide the Service in a professional and workmanlike manner, consistent with applicable industry standards. We will use reasonable efforts to ensure the Service is free of known malware at the time of delivery and that the Service substantially conforms to our published documentation.

Customer Warranties

Customer represents and warrants that:

• it has full right and authority to enter into this Agreement and to perform its obligations
• it will use the Service only in accordance with this Agreement and applicable law
• the uploading or processing of Customer Content through the Service will not violate any law or infringe any rights of others

DISCLAIMER

Except as expressly provided in this Agreement, the Klap API and Service are provided "AS IS" and "AS AVAILABLE" without warranty of any kind. ZIGG (and its suppliers) expressly disclaim all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. We do not guarantee that the Service will meet all of Customer's requirements, or that operation of the Service will be uninterrupted or error-free, or that we will correct all defects. Customer acknowledges that AI-based video processing may not be 100% accurate or may occasionally produce unsatisfactory results; while we strive for high quality, Customer's use of outputs is at its own risk and discretion.

Limitation of Liability

Indirect Damages

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, goodwill, data, or data use, even if advised of the possibility of such damages. This limitation applies to all causes of action, whether in contract, tort, strict liability, or otherwise, and regardless of the failure of any limited remedy.

Liability Cap

To the extent permitted by law, each party's total aggregate liability for all claims arising under or related to this Agreement shall be limited to the amount actually paid by Customer to ZIGG for the Service in the twelve (12) months immediately preceding the event giving rise to the liability. If the underlying term of service has been shorter than 12 months, then the cap shall be the average monthly fee paid times twelve. For Customers in a free trial or free tier at the time of the event, ZIGG's total liability shall not exceed EUR 100.

Exceptions

Nothing in this Agreement excludes or limits either party's liability for:

• death or personal injury caused by that party's gross negligence or willful misconduct
• fraud or fraudulent misrepresentation
• any liability which cannot be excluded or limited under applicable law

Indemnification

Customer Indemnity

Customer agrees to indemnify, defend, and hold harmless ZIGG, its affiliates, and its and their directors, officers, employees, and agents from and against any and all third-party claims, demands, suits, or proceedings, and all related liabilities, damages, losses, fines, penalties, costs and expenses (including reasonable attorneys' fees), arising out of or relating to:

• Customer's or any end user's use of the Service in violation of this Agreement or applicable law
• any Customer Content or other materials provided by Customer (including any allegation that such content infringes or misappropriates a third party's intellectual property rights or privacy rights)
• Customer's breach of any of its warranties or obligations under this Agreement

Term and Termination

Term

This Agreement commences on the date Customer first accepts it (or first uses the Service) and continues in effect until terminated as provided herein. Each subscription or service plan may have an initial term (e.g., one month, one year) and will renew automatically for successive renewal terms unless either party gives notice of non-renewal or cancellation.

Termination for Convenience

Customer may terminate this Agreement for any reason by discontinuing use of the Service and closing its account or by providing written notice of termination to ZIGG. ZIGG may terminate this Agreement for convenience by providing at least thirty (30) days' advance notice to Customer.

Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach of the Agreement and, if the breach is capable of cure, fails to cure that breach within fourteen (14) days after receiving written notice describing the breach.

Effect of Termination

Upon termination or expiration of this Agreement for any reason, Customer's rights to access and use the Klap API and Service will immediately cease, and Customer must stop using the Service. Any API keys or login credentials will be deactivated. Customer should ensure it has downloaded or retrieved any Customer Content or results it needs prior to termination.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of France, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. The parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the use of the Service that cannot be resolved amicably shall be subject to the exclusive jurisdiction of the competent courts located in Paris, France, and each party consents to such jurisdiction and venue.

Miscellaneous

Entire Agreement

This Agreement (including any documents incorporated by reference, such as an Order Form, Pricing Schedule, Acceptable Use Policy, or Data Processing Addendum if executed) constitutes the entire agreement between Customer and ZIGG regarding the Klap API and Service. It supersedes all prior or contemporaneous agreements, proposals or representations, whether written or oral, concerning its subject matter.

Amendments

ZIGG reserves the right to modify or update this Agreement from time to time, particularly for changes in legal requirements or service features. When we do, we will notify Customers by updating the "Last updated" date at the top and, if the changes are material, by additional notice (e.g., via email or a prominent announcement). Your continued use of the Service following the effective date of the updated Agreement will constitute your acceptance of the changes.

Assignment

Customer may not assign or transfer this Agreement (in whole or in part), nor delegate any obligations, to any third party without ZIGG's prior written consent, except that Customer may assign this Agreement in its entirety, upon notice to ZIGG, in connection with a merger, acquisition, or sale of all or substantially all of Customer's assets. ZIGG may freely assign or transfer this Agreement to any affiliate or in connection with a merger, reorganization, or sale of its business or assets.

No Waiver

Failure or delay by either party to exercise any right or enforce any provision of this Agreement shall not constitute a waiver of that right or provision. Any waiver must be explicit and in writing to be effective.

Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions of the Agreement will remain in full force and effect.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations (except payment obligations) if such failure or delay is due to causes beyond its reasonable control, such as natural disasters, acts of government, war, terrorism, labor disputes, internet or telecommunications failures, power outages, or pandemics.

Relationship of Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

Notices

Routine communications (such as support or operational notices) may be sent via email or through the Service interface. Legal notices (such as breach notices or indemnification claims) should be sent in writing to the other party's registered address (for ZIGG, to the HQ address listed above, Attn: Legal) with a copy via email to contact@klap.app.

Language

This Agreement is written in English. If it is translated into any other language, the English version shall prevail to the extent of any inconsistency.

By using the Klap API or signing an order form that references this Agreement, you, the Customer, acknowledge that you have read and understood this Master Service Agreement and agree to be bound by its terms. If you have any questions or need further information about these terms, please contact us at legal@klap.app or the mailing address provided above. Thank you for choosing Klap for your AI-powered video editing needs! We look forward to supporting your success while safeguarding data protection and service quality under this Agreement.