CapCut Materials License Agreement

Last Updated: June 17, 2024

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, 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”). We also offer you libraries of licensed music from which songs may be selected for inclusion in your video content ("Music Materials").

Platform Materials are provided by ByteDance Pte. Ltd. (the “Company”, “we”, “us” or “our”) to you, with whom you enter this CapCut 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.

This Agreement, together with other terms and conditions applicable to your use of Platform Materials and/or Music Materials, including but not limited to the CapCut Terms of Service, CapCut Creator Terms of Service and CapCut Privacy Policy, shall govern your use of Platform Materials and/or Music Materials. If there is any inconsistency between this Agreement and other applicable terms and conditions, this Agreement shall prevail with respect to your access and use of Platform Materials and/or Music Materials.

Platform Materials and Music 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 and/or Music 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 and/or Music 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 and/or Music 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 and/or Music Materials.

1. License of Platform Materials

You must have a 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.

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:

• if such Platform Material is a Non-commercial Use Material, to access and use the Platform Material for personal and non-commercial purposes; or

if such Platform Materials is a Dual Use Material, to access and use the Platform Material for personal and non-commercial purposes and limited commercial purposes as expressly set forth in the section (Permitted uses of your content incorporating Dual Use Materials only) below, 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:

• is non-exclusive (which means we can grant other users the right to use such Platform Material),
• is non-transferable (which means you cannot give the right to someone else),
• is non-sublicensable (which means you cannot sublicense the right to others),
• can be used only within a specific license term (i.e., the time period during which you can use the Platform Material, which shall consist of the time period during which you may access, use and edit the Platform Material on the Platform for creating your content and the time period during which you may display the Platform Material as part of your content after you export your content from the Platform), and
• can be used only within limited licensed territory (i.e., the territory within which you may use the 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:

• use such content as personal and non-commercial posts on social media;
• use such content as part of your profile of your social media accounts;
• use such content as ordinary video templates under the Template tab, ordinary video creation tutoring content or video tutorials solely on the Platform (excluding advertising tutorial templates under CapCut ad maker);
• use such content for producing non-commercial prints or non-commercial posters (paper prints only);
• use such content as background pictures and decoration materials of your personal computer or mobile device;
• other purposes pertaining to personal appreciation, study, or decoration of non-commercial settings; and/or
• provide or distribute such content for other non-commercial purposes.

Permitted uses of your content incorporating Dual Use Materials only

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:

• in digital form,
• as promotional, marketing or advertising materials for goods or services on e-commerce platforms, provided that such content must not be used to endorse authenticity, legality, quality or other aspects of the products or services; and
• as promotional, marketing or advertising materials for distribution via other online media.

• in physical print form,
• as promotional brochures, posters, picture albums and other printed items that are not for resale;
• in newspapers, magazines, books and other inside materials, excluding front cover and back cover; and
• as outdoor advertisements (e.g., banners, light boxes, display windows, ads on cars, ads on buildings, outdoor billboards).

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.

3. Music Materials

Below are some ways that you may choose to include Music Materials in your video content. In short, you should only include Music Materials in your video content if you are sure that you have the rights or permissions to do so. If you include Music Materials in your video content that was not chosen from a licensed library, then you confirm that you are the creator of that music and/or that you have all the rights and permissions needed to use that music in your video. Except as expressly set out in these Terms, you acknowledge that no rights in the music—either in the sound recordings or the underlying compositions embodied in them—are licensed to you under the CapCut's Terms of Service or this Agreement.

• Selecting Sounds. When you upload your video content to CapCut, you can select music from a list of music recordings in our CapCut music library, which we call Sounds. Sounds are made available to individual users to include in their video content, so long as the video content is only for personal entertainment and non-commercial purposes. You shouldn’t use a Sound for any commercial purpose–including associating the music with, or promoting, a brand or business–unless you have obtained the necessary rights to use the music in that manner.
• Selecting Commercial Sounds. You can also select music from the CapCut commercial sounds library, which we call Commercial Sounds. Unlike Sounds, Commercial Sounds are made available to brands, businesses, commercial entities, advertisers or other Platform users (including individuals) that may be using the Platform for commercial purposes (collectively defined as a “Commercial User”). Commercial Users may show or share their video that includes a Commercial Sound within CapCut, TikTok and TikTok for Business ("Permitted Plaforms"). Any uses of Commercial Sounds outside of the Permitted Platforms require you to obtain separate permission and license the necessary rights directly from all necessary rights holders. You should not use Commercial Sounds in an illegal manner or in connection with any illegal content. You will be solely responsible for any third party claims and disputes that would constitute a breach of this Agreement. In the event of any claim, including any complaint, investigation, dispute, litigation or arbitration brought against CapCut and/or its affiliates caused by an alleged breach by you of these terms, you shall defend and indemnify CapCut and its affiliates for all losses sustained.

Other use must be separately agreed in writing

Use of Platform Materials and/or Music Materials other than as expressly set forth under this Agreement shall be agreed by us separately in writing.

4. What you cannot do with respect to Platform Materials and/or Music Materials

In any event, you must not:

• edit or modify the Platform Materials or Music Materials incorporated in your content outside the Platform;
• sublicense, resell, lease, lend, assign, give way or otherwise transfer the limited rights or license granted to you under this Agreement;
• distribute, sell, offer, make available or otherwise exploit any Platform Material or Music Material on a stand-along basis (i.e., not as part of the content you create on the Platform);
• enable or permit any third party to access, use, download, distribute, sell or otherwise use any Platform Materials or Music Materials (e.g., extracting the Platform Materials or Music Materials from your content in digital, electronic, peer-to-peer or other manners) other than to use content incorporating the Platform Materials or Music Materials as expressly permitted;
• remove any copyright, trademark, patent or other proprietary notices, legends, symbols or labels appearing on or in Platform Materials or Music Materials or appearing on or in any content incorporating Platform Materials or Music Materials or content you create by using the Platform;
• display or use Platform Materials or Music Materials in a manner (e.g., including misleading ownership or proprietary statement) that deceives or misleads or is likely to deceive or mislead anyone to believe or think that Platform Materials or Music Materials is owned by you or any third party other than the right owner of such Platform Materials or Music Materials;
• use Platform Materials or Music Materials in any manner which infringes on or misappropriates any intellectual property right or other right of a third party;
• use any Platform Material or Music Materials as a trademark, design, brand, trade name, enterprise name, service mark or logo or a part of the foregoing;
• use Platform Materials or Music Materials for any obscene, offensive, pornographic, hateful, inflammatory, libellous, defamatory, illegal purposes or manners or for illegal gain;
• use Platform Materials or Music Materials in or in connection with:
• pornographic content, adult videos or similar content or products or services;
• advertising or promotional materials for adult entertainment clubs or similar venues, escort, dating or similar services;
• advertising or promotional materials for tobacco products, pharmaceutical, healthcare, herbal or medical products (including without limitation dietary supplements, digestive aids, herbal supplements, personal hygiene or birth control products); or
• defamatory, offensive, unethical or illegal content;
• use Platform Materials or Music Materials for any purpose or in any manner which may cause any loss or damage to the personnel or property reflected or embodied in Platform Materials or us or our affiliates;

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;

• use, incorporate or display Platform Materials on or in any merchandises (e.g., postcards, mugs, T-shirts, posters) regardless whether such merchandises are offered for sale or not;
• use Platform Materials or Music Materials in any manner that competes with the Platform, including without limitation displaying Platform Materials or Music Materials in any format (including thumbnails) or making Platform Materials or Music Materials available for downloading, exporting, sale or distribution on or in any websites, mobile applications or other products or services;
• reverse engineer, decompile, disassemble any Platform Materials or Music Materials or any source code included therein;
• access or use Platform Materials or Music Materials by theft, through system vulnerability (e.g., by using spider, web crawler, robot software) or other unauthorised channel, media or manner (e.g., purchase, rent, lease Platform Materials or Music Materials from unauthorized third parties), by taking advantage of system loopholes, defects or errors, or by abusing rules, terms and conditions in connection with the use of Platform Materials or Music Materials;
• use illegal or unauthorized means to modify the duration of subscription service or other premium services, the amount payable, the status of any transaction or the description, statement or other terms and conditions for Platform Materials or Music Materials;
• circumvent or assist any third party with the circumvention of any security measures for the protection of Platform Materials, Music Materials, or the Platform; and/or
• use Platform Materials or Music Materials for any purpose or in any manner not expressly permitted under this Agreement.

5. 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:

• with respect to the purpose: Platform Material marked “for news editing purpose only” can be used solely [in connection with information of potential interest to a segment of the public], which shall expressly exclude advertorial, soft advertisement, sections or columns featuring brand or products, or sections or columns which charge fees from third party advertisers or sponsors); and
• with respect to the manner: when you use any Platform Material marked “for news editing purpose only”, you must mark “© owned by [insert contributor name], obtained through CapCut.com]” next to or surrounding such Platform Material or into the acknowledgement or credit of any content containing Platform Materials.

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.

6. Availability of Platform Materials

We makes no representations, warranties, guarantees or conditions of the availability of any Platform Materials or Music Materials. We will use commercially reasonable efforts to remove Platform Materials or Music 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 or Music Materials you incorporate into your draft. If any of such Platform Materials or Music Materials is no longer available for use, you must no longer use such materials.

7. 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.

8. 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.

9. INDEMNITY

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.

10. EXCLUSION OF WARRANTIES

PLATFORM MATERIALS AND MUSIC 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:

• YOUR USE OF PLATFORM MATERIALS AND/OR MUSIC MATERIALS WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS;
• YOUR USE OF PLATFORM MATERIALS AND/OR MUSIC MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR OR WILL NOT CONTAIN HARMFUL CODE; OR
• ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF PLATFORM MATERIALS AND/OR MUSIC MATERIALS WILL BE COMPLETE, ACCURATE, UP TO DATE, OR RELIABLE.

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 OR MUSIC 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 AND/OR MUSIC 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 OR MUSIC MATERIALS, NOR ARE WE SUBJECT TO ANY DISASTER RECOVERY OBLIGATION OR COMMITMENT.

11. LIMITATION OF LIABILITY

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:

• ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY);
• ANY LOSS OF GOODWILL;
• ANY LOSS OF OPPORTUNITY;
• ANY LOSS, CORRUPTION, DISCLOSURE, ACCESS, ALTERATION, MISUSE, MANIPULATION OR OTHER UTILIZATION OF DATA SUFFERED BY YOU;
• ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER WHICH MAY BE INCURRED BY YOU; OR
• ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF:
• ANY CHANGES WHICH WE MAY MAKE TO PLATFORM MATERIALS OR MUSIC MATERIALS, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF PLATFORM MATERIALS; OR
• THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF PLATFORM MATERIALS AND/OR MUSIC MATERIALS.

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 AND/OR MUSIC 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 AND MUSIC MATERIALS TO YOU.

12. Termination and Suspension

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.

13. 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.

14. Others

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, Music 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: capcut.support@bytedance.com or “contact us” feature within the Platform.