Platform Materials License Agreement
Last Updated: July, 2022
Welcome to CapCut (the “Platform”)!
For the purpose of this Agreement, the Platform refers to multiple versions of mobile software applications (collectively known as “CapCut App”), software applications deployed on the desktop (“CapCut Desktop version”), the official CapCut website (“CapCut Web”).
We offer you a variety of video editing resources on the Platform, which include but are not limited to video clips, music, pictures, stickers, text templates, text with special effects, fonts, sound effects, special effects, filters, canvases, video animation and/or sticker animation (collectively, the “Platform Materials”).
Platform Materials are provided by ByteDance Pte. Ltd. (the “Company”, “we”, “us” or “our”) to you, with whom you enter this Platform Materials License Agreement (this “Agreement”). For the purpose of this Agreement, “you” or “your” refer to you as the user of Platform Materials.
This Agreement forms a legally binding agreement between you and us. Please take the time to read it carefully. By using Platform Materials, you agree to be bound the terms of this Agreement. If you do not agree with the terms of this Agreement, you must not access or use the Platform Materials.
Platform Materials are intended for individuals 13 years old and over. If you are under 18 years old or the applicable age of majority in the jurisdiction you reside in, you may only access or use Platform Materials with the consent of your parent or legal guardian. By entering into this Agreement, you confirm that your parent or legal guardian has reviewed and discussed this Agreement with you.
We may amend or update this Agreement from time to time, to reflect changes to applicable laws, standards, industry codes or other instruments of a similar nature, or to reflect changes, updates of Platform Materials. We will use commercially reasonable efforts to notify you of any material changes to this Agreement, such as through a notice on the Platform or a push notification. However, you should look at this Agreement regularly to check for such changes. We will also update the “Last Updated” date at the top of this Agreement, which reflects the effective date of such Agreement. Your continued access to or use of Platform Materials after the date of the updated Agreement constitutes your acceptance of the updated Agreement. If you do not agree to the updated Agreement, you must stop accessing or using Platform Materials.
1. License of Platform Materials
You must have an valid account with us
In order to access and use the Platform Materials on the Platform, you need to register and maintain a valid account with the Platform.
Platform Materials may be used for commercial or non-commercial purposes
The permitted use of Platform Materials can vary. While certain Platform Materials may only be permitted for personal and non-commercial use and purposes (“Non-commercial Use Materials”), certain Platform Materials may be used for limited commercial purposes in addition to personal and non-commercial use and purposes (“Dual Use Materials”).
Dual Use Materials will be made available with specific marks (e.g., “commercial use”, “commercial” marks) on the Platform.
Non-commercial Use Materials will not be accompanied with any specific marks.
You have limited right to access and use Platform Materials
With respect to a Platform Material, subject to your compliance of this Agreement and other terms and conditions applicable to your access and use of the Platform, and, if such Platform Material is provided for a fee, also subject to your payment of the applicable fee, we grant to you a non-exclusive, non-transferable, non-sublicensable license:
during the applicable license term and within applicable licensed territory of such Platform Material, provided that under such license you may edit the Platform Material only on the Platform and after you export the content you create from the Platform, you can only display such Platform Material as part of the content without further modification.
For clarity, the limited license granted to you with respect to each Platform Material:
The license term and/or licensed territory for the Platform Materials may vary. The license term and licensed territory of the Platform Materials will be displayed to you on the Platform in the manner of a statement, description, note or other indication. You shall read and be solely responsible for understanding the license term and licensed territory of the Platform Material you access, use or purchase. For clarify, regardless the license term specified for the relevant Platform Materials, the license term will terminate automatically if this Agreement is terminated, unless it is mandatorily required otherwise under applicable law.
Any use of the Platform Material beyond applicable license scope of such Platform Material (e.g., your continued use of the Platform Material following the expiry or termination of the license term, your use of the Platform Material outside the license territory of such Platform Material) is a material breach of this Agreement. You are solely responsible for any claims or damages resulting from or in connection with your unauthorized use of Platform Materials.
The license of Platform Materials is granted on a per-exported content basis
The license of Platform Material is granted on a per-exported content basis. For the purpose of the foregoing sentence, each content you export from the Platform is deemed as one exported content.
By way of example, if you selected certain paid Platform Material for creating your content, paid for such Platform Material, used such Platform Material in your content and exported such content, then you intend to re-edit your exported content (even a very minor edit), you need to pay for such Platform Material again. If you purchase certain subscription services, you may be able to use certain paid Platform Materials without additional costs (other than the subscription fees) within a certain period of time.
Platform Materials may be provided for free or for a fee
Platform Materials (i.e., both Non-commercial Use Materials and Dual Use Materials) may be provided to you for free or for a fee.
For clarity, if Platform Materials you use are free materials, you do not need to pay a fee; if Platform Materials you use are paid materials, you need to pay a fee or fees (pay on a per-use basis, by subscription or otherwise) for obtaining the license of Platform Materials.
If you are required to make any payment for your access or use of the Platform Materials under this Agreement, you will be subject to additional terms and conditions for any such payment.
2. What you can do with respect to content incorporating Platform Materials
Permitted uses of your content incorporating Dual Use Materials and Non-commercial Use Materials
With respect to the content you create on the Platform which incorporates any Platform Material, unless otherwise specified on the Platform for specific Platform Material, you have a limited right to use such content for personal and non-commercial use, including without limitation the following, subject to the restrictions or prohibitions set forth in this Agreement (e.g., the restrictions and prohibitions set forth in section (What you cannot do with respect to Platform Materials) below) and other applicable terms and conditions:
With respect to the content you create on the Platform which incorporates solely Dual Use Material, unless otherwise specified on the Platform for specific Dual Use Materials, you have a limited right to use such content solely for the following purposes, subject to the restrictions or prohibitions set forth in this Agreement (e.g., the restrictions and prohibitions set forth in section (What you cannot do with respect to Platform Materials) below) and other applicable terms and conditions:
For clarify, if the content you create on the Platform incorporates both Dual Use Material and Non-commercial Use Material, you can only use such content for the personal and non-commercial use, but not for any commercial use or purpose.
If the content you create on the Platform incorporates any Platform Material, you cannot use such content arbitrarily at your discretion.
For example, if you incorporate certain Platform Material in your content and the license of such Platform Material is limited to one specific jurisdiction, then you may only use your content incorporating such Platform Material within such specific jurisdiction.
Other use must be separately agreed in writing
Use of Platform Materials other than as expressly set forth under this Agreement shall be agreed by us separately in writing.
In any event, you must not:
by way of example, you may not use any Platform Material containing personal portrait if such use suggests or indicates, expressly or by implication, that such person engages in any immoral or illegal activities or has any physical or mental disease, pain or illness;
4. Platform Material marked “for news editing purpose only”
You can use any Platform Material marked “for news editing purpose only” solely for the specified purpose and in the specific manner as follows:
You must not use any Platform Material marked “[for news editing purpose only]” for any commercial, promotional, marketing, publicizing or advertising purposes, for the purpose of selling or endorsing products, services or other offerings, or in any manner other than that expressly set forth above.
5. Availability of Platform Materials
We makes no representations, warranties, guarantees or conditions of the availability of any Platform Materials. We will use commercially reasonable efforts to remove Platform Materials which are no longer available for use by you from the Platform. We may or may not notify you of such removal.
With respect to the draft content you create on the Platform and stored as a draft, either locally on your device or in the cloud space, you acknowledge and agree that you shall be solely responsible for checking the availability status of Platform Materials you incorporate into your draft. If any of such Platform Materials is no longer available for use, you must no longer use such materials.
6. Intellectual Property Rights
Platform Materials and the copyright, trademark, patent and other intellectual property rights in and to Platform Materials are owned by us. Subject to the limited license expressly granted to you hereunder, we reserve any and all right, title and interest in and to Platform Materials.
We respect copyright, trademark and other intellectual property rights. You can report suspected infringing or illegal content on the Platform by the reporting mechanism set forth in the CapCut Terms of Service.
7. Third Party Materials
You may be able to access content and materials provided by third parties (i.e., not by us or our affiliates) (“Third Party Materials”) via the Platform. We do not own, control or endorse such Third Party Materials and the providers thereof and make no representation, guarantee, warranty or condition of the Third Party Materials (including without limitation availability thereof). We are not responsible or liable for any losses or damages arising from or in connection with your use of or reliance upon any Third Party Material. Your use of the Third Party Materials is subject to separate terms which are between you and the relevant third party. If there is a dispute between you and the provider of the Third Party Materials, you agree that we are under no obligation to be involved in or resolve the dispute. You hereby release us and our affiliates from all liabilities arising from or in connection with your use of the Third Party Materials or your interaction with the provider thereof.
YOU SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS COMPANY, ITS LICENSORS, PARENTS, SUBSIDIARIES, AND AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUBLICENSEES, AGENTS AND ADVISORS AS WELL AS THEIR ASSIGNS AND SUCCESSORS (EACH AN “INDEMNIFIED PARTY”) FROM AND AGAINST ANY AND ALL DIRECT AND INDIRECT LOSSES, CLAIMS, LIABILITIES, DAMAGES, COSTS, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND EXPENSES, WHICH MAY BE SUFFERED OR INCURRED BY AN INDEMNIFIED PARTY OR ASSERTED AGAINST AN INDEMNIFIED PARTY ARISING OUT OF A BREACH BY YOU OR ANY USER OF YOUR ACCOUNT OF THIS AGREEMENT OR APPLICABLE LAWS OR ARISING OUT OF A BREACH OF YOUR OBLIGATIONS, REPRESENTATION OR WARRANTIES UNDER THIS AGREEMENT.
PLATFORM MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WE MAKE NO CONDITION, WARRANTY, GUARANTEE OR REPRESENTATION OF ANY KIND OR NATURE, EITHER EXPRESS OR IMPLIED, TO YOU WITH RESPECT TO THEM. IN PARTICULAR, WE DO NOT REPRESENT OR WARRANT TO YOU THAT:
NO CONDITIONS, REPRESENTATIONS, WARRANTIES OR OTHER TERMS (INCLUDING ANY IMPLIED CONDITIONS, REPRESENTATIONS, TERMS OR WARRANTIES AND TERMS AS TO AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR PURPOSE, CONFORMANCE WITH DESCRIPTION, NON-INFRINGEMENT, OR OTHER VIOLATION OF RIGHTS) APPLY TO PLATFORM MATERIALS EXCEPT TO THE EXTENT THAT THEY ARE EXPRESSLY SET OUT UNDER THIS AGREEMENT. WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF THE PLATFORM MATERIALS FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITH OR WITHOUT NOTICE.
WE ARE NOT OBLIGATED TO PROVIDE ANY TRANSITION SERVICES OR TECHNICAL OR OTHER SUPPORT TO YOU AFTER REMOVAL OF THE PLATFORM MATERIALS, NOR ARE WE SUBJECT TO ANY DISASTER RECOVERY OBLIGATION OR COMMITMENT.
NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED DIRECTLY BY OUR NEGLIGENCE AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION.
SUBJECT TO PARAGRAPH ABOVE, WE SHALL NOT BE LIABLE TO YOU FOR:
THESE LIMITATIONS ON OUR LIABILITY TO YOU SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY CONTENT MADE AVAILABLE ON OR THROUGH THE PLATFORM OR SERVICES BY ANY CREATORS, USERS OR THIRD PARTIES.
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICES, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER, THIRD PARTY WEBSITE OR RESOURCE PROVIDER, OR OTHER USERS OR OTHER CREATORS, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE US AND OUR AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR DISPUTES WITH SUCH THIRD PARTIES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S MAXIMUM AGGREGATE LIABILITY TO YOU WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), UNDER ANY STATUTE OR OTHERWISE ARISING OUT OF OR RELATING IN ANY WAY TO YOUR USE OF PLATFORM MATERIALS SHALL BE LIMITED TO THE HIGHER OF (A) THE AMOUNT YOU HAVE PAID TO US WITHIN TWELVE (12) MONTHS PERIOD IMMEDIATELY PRECEDING SUCH CLAIM OR (B) FIFTY US DOLLARS (USD $50) OR THE EQUIVALENT AMOUNT IN YOUR LOCAL CURRENCY.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE EXCLUSION OF WARRANTIES IN SECTION 9 AND LIMITATION OF LIABILITY IN THIS SECTION 10 AND IN THE OTHER PROVISIONS OF THIS AGREEMENT AND THE ALLOCATION OF RISK HEREIN ARE ESSENTIAL ELEMENTS OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH COMPANY WOULD NOT HAVE PROVIDED ACCESS TO PLATFORM MATERIALS TO YOU.
You may terminate this Agreement or the license granted to you at any time.
We may terminate or suspend your access to Platform Materials and/or the license granted to you, if you breach this Agreement or violate applicable laws or if we are legally required to do so or we terminate the operation of the Platform. To the extent permitted under applicable laws, we may track your use of the Platform Materials for monitoring your compliance of this Agreement.
We may also terminate this Agreement or the license granted to you without cause.
If this Agreement or your account with the Platform is terminated by you or us, your license under this Agreement will be terminated automatically. No license granted hereunder shall survive the termination of this Agreement, which means you no longer have any right to use the Platform Material following the termination of this Agreement. You shall remove the Platform Material from the content you create. If you are not able to remove the Platform Materials from your content, you shall no longer distribute or otherwise exploit such content as long as the content includes the Platform Material.
12. Resolving Disputes
This Agreement is governed by the laws of Singapore, without regard to conflict of law rules and principles.
Any dispute arising out of or in connection with this Agreement, including any question regarding existence, validity or termination of this Agreement, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this section. The seat of the arbitration shall be Singapore. The Tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be English.
No Waiver. Our failure to enforce any provisions of this Agreement or respond to a violation by any party does not waive our right to subsequently enforce any terms or conditions of this Agreement or respond to any violations. Nothing contained in this Agreement is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Platform Materials or the Platform or information provided to or gathered by us with respect to such use.
Severability. If any court of law, having jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement, and the remaining provisions of this Agreement will continue to be valid and enforceable.
Rights of Third Parties. Any person who is not a party to this Agreement shall have no right whatsoever under the Contracts (Rights of Third Parties) Act 2001 to enforce this Agreement or any of its terms.
Relationship of Parties. No employment, partnership, franchise or joint venture is intended or created by this Agreement between you and us.
Injunctive Relief. You acknowledge and agree that a breach of this Agreement by you may result in irreparable damages to us, and that in the event of such a breach, we have the right to seek injunctive or equitable relief, in addition to other remedies available to us.
Assignment. This Agreement, and any rights and permissions granted in them, may not be transferred or assigned by you, but may be assigned by us without restriction. We may assign this Agreement without restriction to our affiliates or in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets, or by operation of law or otherwise.
Prevailing Language. This Agreement may be provided in language versions other than English language version. If there is any inconsistency among different language versions, the English version shall prevail.
Contacting Us. If you have any questions in connection with your use of the Platform, you may contact us at: email@example.com or “contact us” feature within the Platform.