Terms of Service

MJP Sp. z o.o., a limited liability company registered in Poland (KRS 0001061247, NIP 6772499706), with its registered office at ul. Zbożowa 2B lok. 12, 30-002 Kraków, Poland (“Tellclip”, “we” or “us”), operates the Tellclip screen recording and clip-sharing service.

You (the “User”, “you” or “your”, as applicable) wish to access and use Tellclip. These Terms of Service (the “Agreement”) govern your access to and use of Tellclip. Please read them carefully.

1. Acceptance. By creating an Account, installing or running the App, uploading a Clip or otherwise accessing or using Tellclip, the User accepts and agrees to comply with this Agreement. Information about the processing of personal data is provided in the Privacy Policy. If the User uses Tellclip on behalf of a company or other entity, the User represents that they are authorised to enter into this Agreement on that entity’s behalf; in that case, “User” refers to that entity. The User must not use Tellclip if they do not accept this Agreement. Tellclip may enter into a separate, individually negotiated master services agreement (“MSA”) or another written agreement with a Business User. To the extent of any conflict, the provisions of that separate agreement prevail over these Terms of Service, unless the parties expressly agree otherwise. The sale of Subscriptions by Creem remains subject to Creem’s separate terms.

2. Definitions. The following terms have the meanings set out below in this Agreement:

   • “Account” means the personal account of a natural person registered with Tellclip, used to access Organisations and Clips in accordance with the permissions granted to that person;
   • “Agent” means any AI agent, script or other software that accesses Tellclip using the User’s credentials, API keys or the MCP server, including through the command-line interface (CLI) and the skills and plugins published by Tellclip;
   • “AI Features” means features of Tellclip that use machine learning or generative models, including transcription, summaries, chapters, search and any automated editing features;
   • “AI Supplier” means a third party whose models Tellclip uses to provide AI Features, as identified in the Privacy Policy;
   • “App” means the Tellclip application for macOS, the Tellclip browser extension, the tellclip command-line interface, the Tellclip extension for Raycast and any other client software distributed by Tellclip;
   • “Authorised Users” means the User’s employees, contractors and other persons whom the User permits to access or use Tellclip within an Organisation;
   • “Business User” means a User acting in the course of their trade, business, craft or profession;
   • “Clip” means a recording together with its transcript, captions, chapters, summary, title, comments and reactions, stored in a Workspace;
   • “Confidential Information” means any information of a confidential nature relating to the Disclosing Party’s (as defined in clause 14) business, affairs, plans, customers, operations, products, services, software or technology, whether in written, oral or any other form;
   • “Consumer” means a natural person acting for purposes outside their trade, business, craft or profession;
   • “Data Protection Laws” means the EU General Data Protection Regulation (Regulation (EU) 2016/679), the Polish Act of 10 May 2018 on the Protection of Personal Data and all other applicable laws relating to the processing of personal data;
   • “Feedback” means any opinions, ideas, requests, proposals, suggestions or recommendations provided by the User to Tellclip in connection with Tellclip;
   • “Intellectual Property Rights” means patents, rights in inventions, copyright and related rights, trademarks, trade names, rights in get-up and trade dress, goodwill, design rights, rights in software, database rights, rights to use and protect confidential information, and all other intellectual property rights, whether registered or unregistered, existing now or arising in the future anywhere in the world;
   • “Seat” means the entitlement of one individually named Authorised User to record, upload and manage Clips under a Subscription;
   • “Share Link” means a URL generated by Tellclip that permits persons possessing that URL to access a Clip;
   • “Subscription” means a paid plan assigned to an Organisation, purchased on a per-Seat basis and billed monthly or annually;
   • “Tellclip” means, as the context requires, MJP Sp. z o.o. or the Tellclip service, including the App, the web application available at tellclip.com, the API, the MCP server and related documentation;
   • “Trial” means the free trial period described in clause 10.1;
   • “User Content” means Clips and all other content recorded, uploaded to or created within Tellclip by the User, the User’s Authorised Users or Agents, including Workspace branding and content imported from a Third-Party Service;
   • “Organisation” means the primary business or individual account environment in Tellclip to which members, the Subscription, Seats and one or more Workspaces are assigned;
   • “Read-Only Mode” means the mode of access to an Organisation following the end of a Trial or Subscription, in which the actions specified in clause 10.2 remain available;
   • “Workspace” means a separate space within an Organisation for storing and collaboratively using Clips.

3. The Service.

   3.1. Tellclip enables the User to record the screen, camera image and microphone audio; edit the recording; upload it as a Clip to a Workspace; share it using a Share Link; and use transcription, summaries, search, commenting and access through Agents. Tellclip may be accessed through a web browser or the App. Where the service is provided through the App, references to Tellclip in this Agreement also include the App.

   3.2. The User is responsible for providing the appropriate hardware, software, operating-system permissions, network connection and capacity needed to access and use Tellclip.

   3.3. Tellclip may develop, modify or discontinue features for legitimate reasons, including security, changes in technology or infrastructure, legal requirements, maintaining compatibility, the termination of a relationship with an external supplier or the development of the Service. Where possible, Tellclip will give the User reasonable advance notice of changes that materially affect the use of a purchased Subscription, subject to any information obligations imposed by mandatory applicable law. Changes to the Service that go beyond what is necessary to maintain its conformity with the Agreement will not impose additional costs on the User. If such a change materially and adversely affects access to or use of the Service, a User who is a Consumer, or another person entitled to equivalent statutory protection, has the rights provided by mandatory applicable law, including, where prescribed by law, the right to terminate the Agreement. Consideration of a support request under clause 3.4 is not a condition for exercising those rights.

   3.4. A User who considers that a change to Tellclip’s features adversely affects their ability to use the Service may raise their concerns with Tellclip support. Each request will be assessed individually, taking into account the nature and effects of the change and the circumstances of the case. Tellclip may propose an appropriate solution, including an alternative way to use the Service or another solution agreed with the User.

   3.5. Tellclip may designate certain features as beta, preview, experimental or early access. Such features are provided solely for evaluation, may be incomplete, may be changed or withdrawn without notice, and are provided without warranties or support commitments.

   3.6. Parts of the App, including the CLI and skills and plugins published by Tellclip, are made available under open-source licences. Those licences govern the use of the relevant code. This Agreement governs the use of the Tellclip service to which that code connects.

   3.7. The macOS App is distributed directly by Tellclip and may automatically download and install updates. By using the App, the User consents to receiving such updates.

4. Accounts and Workspaces.

   4.1. Tellclip is not intended for, and may not be used by, anyone under the age of 18. The User shall ensure that each of their Authorised Users meets this requirement.

   4.2. Authentication is provided by a third-party identity provider. The User shall keep their sign-in method, API keys and Agent credentials confidential, shall ensure that Authorised Users do the same, and shall notify Tellclip without undue delay at [email protected] of any unauthorised access to an Account or key.

   4.3. The User is responsible for the use of their Account, Organisation and its Workspaces, and for actions performed using API keys assigned to the Organisation and Agent credentials, including the acts and omissions of Authorised Users and Agents to the extent that applicable law permits such actions to be attributed to the User.

   4.4. An Organisation may contain one or more Workspaces. The Organisation’s owner and administrators manage membership, roles and permissions, integrations, Clip-sharing settings and the number of Seats. The User on whose behalf an Organisation was created controls User Content in its Workspaces. Content added to an Organisation remains in that Organisation after the person who created it loses access; the Organisation’s owner and administrators may manage that Content within the limits of Tellclip’s functionality and applicable law.

   4.5. To the extent supported by the User’s plan, the User may use a corporate identity provider for single sign-on (“SSO”) and automated account management through the System for Cross-domain Identity Management (“SCIM”). In that case, Tellclip applies membership changes received from the identity provider, including revoking access for persons removed from the company’s system. Merely using a work email address, verifying a domain or enabling SSO/SCIM does not automatically transfer to an employer any separate Organisation, Account or content created outside the employer’s Organisation. Joining a corporate Organisation may require approval by its owner or administrator.

   4.6. Viewing a Clip shared through a Share Link does not require an Account. Adding comments or reactions requires signing in to Tellclip; a person commenting may be given guest status. Viewing, commenting and reacting do not require a Seat. A Seat entitles one individually named Authorised User to use paid features for recording, uploading and managing Clips, and must not be shared by multiple persons. The User must not create Accounts or Organisations to circumvent Seat limits, Trial restrictions or other plan rules.

5. User Content.

   5.1. The User retains all Intellectual Property Rights in User Content. Except for the licence granted under clause 5.2, nothing in this Agreement transfers to Tellclip any right, title or interest in User Content.

   5.2. The User grants Tellclip a worldwide, non-exclusive, royalty-free licence to host, store, copy, transcode, transmit, display and process User Content solely to the extent necessary to: (i) provide Tellclip to the User and persons with whom the User shares User Content; (ii) provide support to the User; (iii) maintain the security of Tellclip and investigate suspected breaches of this Agreement; and (iv) comply with legal obligations. The licence terminates when User Content is deleted from Tellclip, subject to the retention periods set out in the Privacy Policy and copies held in routine backups until they expire.

   5.3. Tellclip does not sell User Content or itself use User Content to train, fine-tune or improve machine-learning models. Where Tellclip uses models supplied by AI Suppliers, Tellclip transfers User Content solely to provide the relevant AI Features, in accordance with this Agreement and the Privacy Policy. Any further processing by AI Suppliers is governed by the applicable agreements with those suppliers and by law.

   5.4. Tellclip personnel do not access User Content in the ordinary course of providing the service. Access to relevant Content is permitted only to the extent necessary: (i) to fulfil a support request, including providing a video file or bulk export, after verifying the requester’s entitlement; (ii) to investigate an abuse report, security incident or request from a competent authority; or (iii) to comply with a legal obligation. Personnel access is limited to what is justified by the activity concerned.

   5.5. The User acknowledges that screen, camera or microphone recordings may capture other people, their likeness and voice, their work and materials belonging to third parties. The User is solely responsible for User Content and represents that: (i) the User holds all rights, licences and authorisations necessary to record, upload, store and share User Content through Tellclip, including in relation to third-party materials visible or audible in a recording; (ii) the User has provided all legally required notices and obtained all consents required by the laws applicable to the User and the persons recorded, including where the law requires the consent of every participant before recording a conversation or meeting; (iii) User Content does not contain personal data, confidential information, authentication credentials or trade secrets that the User is not permitted to disclose to the persons with whom the User shares such Content; and (iv) where User Content contains personal data relating to other persons, the User complies with Data Protection Laws as controller of those data. Upon Tellclip’s reasonable request, the User shall provide evidence of having obtained the required consents.

   5.6. The User may download Clip transcripts to the extent available under the applicable mode of access to Tellclip. While the Organisation has an active Subscription, the User may save the finished video of a Clip to their Mac from the App. Bulk exports of User Content, and video files outside the App, are provided at the User’s request through support, after verification of the User’s entitlement to receive the data. Tellclip is not an archiving or backup service operated on the User’s behalf; the User should independently retain copies of data that are important to them. This clause does not restrict any rights to receive data under mandatory applicable law.

6. Sharing and Share Links.

   6.1. Clips are stored in Workspaces within an Organisation. Access through a Share Link is enabled by default when a Clip is created. Anyone who possesses the Share Link can view the Clip and any transcripts, summaries and comments shared with it, even if they are not a member of the Organisation. The User may change the sharing settings and restrict access to members of the Organisation, as permitted by Tellclip’s functionality. The User should review a Clip’s sharing settings before including confidential information or personal data in it and before providing its Share Link to third parties.

   6.2. A Share Link does not change when the User edits a Clip, replaces the underlying video recording or changes its title. The Share Link remains valid until the User disables sharing of the Clip or deletes it.

   6.3. The User decides to whom a Share Link is disclosed and is responsible for that disclosure. Tellclip cannot retrieve or withdraw a Share Link from someone to whom it has been forwarded. The User may disable a Share Link or delete a Clip at any time, after which the Share Link will cease to function.

   6.4. Viewing a Clip through a public Share Link does not require an Account, but adding a comment or reaction requires signing in. A person who comments is subject to clauses 8 and 12 of this Agreement. The author of a comment, the Clip owner and an authorised Organisation administrator may delete the comment in accordance with Tellclip’s functionality. The Clip owner may disable comments and reactions for a particular Clip.

7. AI Features and Agents.

   7.1. Transcription of recordings made in the macOS App takes place locally on the User’s device; the Tellclip server does not transcribe such recordings. Content imported from Fireflies may include a transcript previously generated by that service. To generate titles, summaries, chapters and similar outputs, a transcript, including any speaker labels and names contained in it, may be transferred to an AI Supplier; in the case of short recordings, a single video frame may also be transferred. Further information about data processing is provided in the Privacy Policy.

   7.2. AI Features generate outputs automatically. These outputs may be inaccurate, incomplete, lacking in context or may incorrectly attribute statements to particular persons. AI outputs are provided “as is”. The User is solely responsible for reviewing and verifying AI outputs before using or republishing them or taking any action based on them; Tellclip does not warrant their accuracy.

   7.3. The User must not use AI Features to generate unlawful content, content that infringes third-party rights or content that violates clause 8. Tellclip may restrict or suspend access to AI Features for a User who misuses them.

   7.4. Actions taken by Agents using the User’s valid permissions, application programming interface (“API”) keys or the Model Context Protocol (“MCP”) server are attributable to the User to the extent permitted by law. API keys issued by an Organisation’s owner or administrator are used to upload Clips and may be revoked. Agents using the MCP server act within the signed-in User’s permissions and the operations made available by Tellclip; an Organisation administrator may disable MCP access. The User is responsible for selecting external Agents, protecting credentials, supervising Agent operations and promptly revoking permissions that are no longer required. Tellclip is not responsible for the operation of external models, Agents or applications, except for liability that cannot be excluded by law.

   7.5. Where an Agent performs an operation available in Tellclip on the User’s behalf, including uploading a Clip using an API key or reading, commenting on or moving a Clip through MCP, the User is responsible for the operation’s compliance with this Agreement and the law, to the extent permitted by applicable law. Where an operation involves the submission of a recording, clause 5.5 applies accordingly.

8. Restrictions.

   8.1. The User shall not, and shall not permit any Authorised User, Agent or third party to: (i) record, upload or share unlawful content, content that infringes another person’s rights, material depicting the sexual abuse of minors or content that the User has no right to record or distribute; (ii) secretly record persons where their consent is legally required, or use Tellclip to monitor employees, partners or other persons without a legal basis and the notices required by law; (iii) harass, threaten, defame or impersonate another person, or share content for the purpose of harming, exposing or intimidating someone; (iv) store, distribute or transmit viruses, security exploits or malicious code through Tellclip; (v) interfere with or disrupt Tellclip or circumvent its security measures or access controls, or probe, scan or test its vulnerabilities without written authorisation; (vi) automatically scrape, index or extract data from Tellclip other than through a documented API; (vii) use Tellclip as a general-purpose video-hosting service, content delivery network or high-volume streaming service unrelated to Clips recorded for sharing; (viii) resell, sublicence, rent or lease Tellclip, offer it to third parties as the User’s own product or use it to provide services to third parties; (ix) copy, modify, create derivative works of, disassemble, decompile or reverse engineer the App or any part of Tellclip not made available under an open-source licence, except where mandatory applicable law prohibits such restrictions; (x) access Tellclip for the purpose of developing a competing product or service; (xi) circumvent restrictions on plans, Seats, Trials or sharing imposed by a Workspace administrator; or (xii) use Tellclip in breach of export-control or sanctions laws, or from a territory or as a person subject to comprehensive sanctions.

   8.2. Tellclip is not required to monitor User Content generally. It may, however, investigate reports of violations of the law or this Agreement and take proportionate measures, including restricting the visibility of a Clip, removing illegal content or suspending access to an Account where there are reasonable grounds to do so. Decisions are made taking into account the nature and circumstances of the violation and the rights and legitimate interests of the persons concerned. To the extent required by law, Tellclip will provide the User with a statement of reasons for a restriction and information about available means of challenging the decision, unless the law prohibits disclosure of that information.

   8.3. Reports concerning content that a reporting person considers illegal may be submitted electronically to [email protected]. A report should include: (i) an explanation of why the content is considered illegal; (ii) the exact Share Link or other information enabling Tellclip to identify the Clip; (iii) the reporting person’s name or business name and email address, unless applicable law permits anonymous reporting; and (iv) a statement confirming the reporting person’s good-faith belief that the information provided is accurate and complete. Tellclip will acknowledge receipt of the report if an email address is provided, assess it in a timely, diligent and objective manner, and inform the reporting person of its decision and available avenues of appeal to the extent required by law.

   8.4. The User or a person affected by a report may request reconsideration of a decision restricting access to content or an Account by emailing [email protected] and identifying the decision and the reasons for objecting to it. Tellclip will consider such requests in accordance with applicable law. This clause does not restrict the right to pursue out-of-court or judicial remedies.

9. Fair Use.

   9.1. The following limits apply under Tellclip’s standard fair-use rules: (i) each recording, including any additional takes, may be up to 1 hour long; (ii) recordings imported from Fireflies may be up to 3 hours long; (iii) each file may be up to 5 GB in size; and (iv) an Organisation may use up to 100 GB of storage per paid Seat, with the allowances aggregated across the Organisation. The number of Clips and Share Links and the number of API and MCP requests are not subject to predetermined numerical limits, provided that excessive traffic or traffic that disrupts the service is prohibited. AI Features are not subject to a separate numerical limit but remain subject to the other fair-use rules.

   9.2. When the storage limit under clause 9.1 is reached, Tellclip may automatically suspend the ability to create or upload new Clips until storage is freed up or the number of paid Seats is increased. Exceeding the limit does not, by itself, cause existing Clips to be deleted. In other cases of unusual resource usage, Tellclip may contact the User and propose an appropriate solution. If the User’s use threatens the security or availability of the service for others, Tellclip may immediately impose necessary restrictions.

   9.3. The User must not use Tellclip as a mass video-streaming service or in any manner that places a disproportionate burden on the infrastructure. In the event of a breach, Tellclip may take the measures described in clause 9.2 or 18.3, as appropriate to the nature and severity of the threat.

10. Trial, Fees and Payments.

    10.1. A new Organisation receives a free 7-day Trial without having to provide payment details. During the Trial, the User may use the available recording, editing, uploading and sharing features, subject to the limits in clause 9. The Trial does not automatically convert into a paid Subscription. Tellclip may change the terms on which Trials are offered to new Organisations without affecting Trials already in progress.

    10.2. If a Trial ends without the purchase of a Subscription, or if a Subscription expires, the Organisation enters Read-Only Mode. In Read-Only Mode, existing Clips may be played, active Share Links remain usable, transcripts may be downloaded and Clips may be deleted. New recordings cannot be created, and API and MCP access are unavailable. Video files and bulk exports of data are provided on request through support in accordance with clause 5.6. Read-Only Mode continues until a Subscription is purchased or the Organisation is deleted in accordance with clause 18.4.

    10.3. Subscriptions are purchased for an Organisation on a per-paid-Seat basis, in advance for monthly or annual billing periods. Plan prices are displayed at /pricing; applicable taxes and the total amount payable are displayed before the order is placed. Creem (creem.io) acts as the seller of the Subscription in its own name (merchant of record) and is responsible for transaction processing, collecting applicable taxes and issuing sales documents. Purchases of Subscriptions are also subject to Creem’s terms of sale, including its Buyer Terms. Tellclip provides the service under this Agreement, while Creem is responsible for technically processing refunds and chargebacks relating to transactions made through Creem. Tellclip does not receive or store the User’s payment-card details.

    10.4. A Subscription renews automatically for successive periods of the same duration until cancelled.

    10.5. The User may cancel the automatic renewal of a Subscription at any time through the available billing settings. Cancellation takes effect at the end of the paid billing period, and paid features remain available until that period ends. When the Subscription expires, the Organisation enters the mode described in clause 10.2 and may subsequently be subject to the data deletion rules in clause 18.4.

    10.6. An increase or decrease in the number of Seats generally takes effect when the change is made and is calculated on a pro-rata basis for the remainder of the billing period through Creem, resulting, as applicable, in an additional charge or a credit balance for future use. The number of Seats may not be lower than the number of members of the Organisation. Persons who only view, comment on or react to Clips without being members of the Organisation do not require a Seat.

    10.7. A change to a higher billing-period option takes effect immediately. A change to a lower billing-period option takes effect at the end of the current billing period.

    10.8. If a payment fails, Tellclip or Creem may notify the User that payment is required, and collection may be retried. If the amount remains unpaid for 14 days after its due date, Tellclip may restrict the Organisation’s paid features until payment is made, without prejudice to the User’s mandatory statutory rights.

    10.9. Tellclip may change prices by notifying the User at least 30 days in advance by email or within Tellclip. The new price applies from the first Subscription renewal occurring after the notice period expires. A User who does not accept the new price may cancel the Subscription before renewal.

    10.10. Subject to mandatory applicable law and exceptions expressly stated in this Agreement, fees for purchased Subscription periods are non-refundable upon ordinary cancellation of automatic renewal. As a general rule, no refund is due for an unused portion of a billing period or unused Seats. This does not affect the Seat adjustment rules in clause 10.6 or any rights arising from a lack of conformity of the service with the contract. Consumers may have statutory rights to withdraw from a distance contract, including, in particular, within 14 days, in accordance with applicable law and Creem’s terms of sale. Merely beginning to use the service does not automatically extinguish such a right. Refunds of transactions processed through Creem are carried out through Creem.

11. Third-Party Services.

    11.1. Tellclip allows the User to connect third-party services, including Slack, Fireflies, identity providers and AI clients using the MCP server (“Third-Party Services”). Use of these services is also subject to the relevant providers’ own terms. By enabling an integration, the User instructs Tellclip to exchange data to the extent necessary to operate the integration, including sending Slack notifications containing a Clip’s title and link and importing recordings and transcripts from Fireflies on the basis of authorisation granted by the Organisation. Enabling an integration may involve disclosing data to the relevant third-party provider; further information is provided in the Privacy Policy.

    11.2. Tellclip is not responsible for Third-Party Services, does not warrant that an integration will continue to function if a Third-Party Service changes and may discontinue an integration after giving reasonable advance notice.

12. Intellectual Property Rights.

    12.1. Tellclip and its licensors own all Intellectual Property Rights in Tellclip, including the App, web application, player, documentation and the Tellclip name and logo (“Tellclip Intellectual Property Rights”). Except for the rights expressly granted under this Agreement, the Agreement does not grant the User any right, title or interest in Tellclip Intellectual Property Rights.

    12.2. Subject to this Agreement, Tellclip grants the User a limited, non-exclusive, non-transferable and revocable licence, without the right to sublicence, permitting Authorised Users to download, access and use Tellclip during the term of this Agreement solely for the User’s internal business purposes or, in the case of a Consumer, for personal purposes.

    12.3. The User may not use the Tellclip name or logo without Tellclip’s prior written consent, except to state truthfully that a Clip was created using Tellclip.

    12.4. The User grants Tellclip a worldwide, non-exclusive, royalty-free, perpetual, irrevocable and transferable licence, with the right to grant sublicences, to use Feedback for any purpose without any obligation to the User. Feedback does not include User Content.

    12.5. Tellclip may identify a Business User as its customer by using that Business User’s name and logo in Tellclip’s marketing materials. The User may withdraw this permission at any time by notifying [email protected], and Tellclip will cease such use within a reasonable period.

13. Personal Data Protection.

    13.1. Tellclip processes personal data relating to the User, the User’s Authorised Users and visitors to Tellclip as a controller, in accordance with Data Protection Laws and the Privacy Policy.

    13.2. To the extent that the User independently determines the purposes and means of processing personal data contained in User Content, the User is the controller of those data and Tellclip acts as a processor on the User’s documented instructions. Documented instructions include this Agreement and the service settings selected by the User. The roles of the parties in other circumstances, including where Tellclip is used for strictly personal purposes, depend on the actual nature of processing and applicable law; relevant information is provided in the Privacy Policy.

    13.3. To the extent that Tellclip processes personal data on behalf of the User, Tellclip shall: (i) process such data only on the User’s documented instructions, including in relation to transfers to a third country or an international organisation, unless processing is required by law applicable to Tellclip; in that event, Tellclip shall inform the User of the legal requirement before processing, unless the law prohibits such disclosure; (ii) ensure that authorised persons are bound by confidentiality obligations or are subject to an appropriate statutory duty of confidentiality; (iii) implement appropriate security measures in accordance with Article 32 of the GDPR; (iv) taking into account the nature of the processing, assist the User, insofar as possible, in responding to requests from data subjects; (v) taking into account the nature of the processing and the information available, assist the User in complying with obligations under Articles 32–36 of the GDPR; (vi) at the User’s choice, delete or return personal data after the end of the provision of services relating to processing and delete existing copies, unless retention is required by law, taking into account the technical expiry of routine backups; (vii) make available the information necessary to demonstrate compliance with Article 28 of the GDPR and allow audits and inspections in accordance with that Article, within an agreed and proportionate scope; (viii) inform the User without undue delay after becoming aware of a personal data breach; and (ix) promptly inform the User if, in Tellclip’s opinion, an instruction infringes the GDPR or other applicable data protection legislation.

    13.4. The User grants Tellclip general authorisation to engage sub-processors in accordance with Article 28(2) and (4) of the GDPR. Tellclip shall impose appropriate data protection obligations on sub-processors and remains responsible to the User for their performance to the extent required by law. A list of sub-processors is provided in the Privacy Policy or in a register referred to in that policy. Tellclip shall notify the User of intended additions or replacements of sub-processors sufficiently in advance to allow the User to object. The User may object on substantiated data-protection grounds within 14 days of notification. The parties shall endeavour to resolve the concerns. If this is not possible, the User may discontinue use of the feature that requires the relevant sub-processor or terminate this Agreement to the relevant extent, subject to mandatory applicable law.

    13.5. The processing contemplated by this Agreement comprises: (i) subject matter and purpose — provision of Tellclip to the User under this Agreement; (ii) duration — the term of this Agreement and the retention periods specified in the Privacy Policy; (iii) nature — receipt, storage, transcoding, transcription, summarisation, display, transmission, return and deletion; (iv) types of personal data — names, email addresses, images and voices recorded in User Content, the contents of screens captured in User Content, comments and usage data; and (v) categories of data subjects — Authorised Users, persons visible or audible in User Content, and persons viewing or commenting on Clips.

    13.6. The User represents that they have obtained all consents and provided all notices required under Data Protection Laws to enable personal data contained in User Content to be lawfully transferred to Tellclip and lawfully processed by Tellclip for the purposes of this Agreement.

14. Confidentiality.

    14.1. Each party (the “Receiving Party”) agrees, during and after the term of this Agreement, to: (i) keep the other party’s (the “Disclosing Party”) Confidential Information secret and confidential; and (ii) not use the Disclosing Party’s Confidential Information for any purpose other than performing this Agreement. User Content and the non-public configuration of the User’s Workspace constitute the User’s Confidential Information.

    14.2. The Receiving Party may disclose the Disclosing Party’s Confidential Information: (i) to its directors, officers, employees, contractors and professional advisers who need to know it to perform this Agreement and are subject to confidentiality obligations no less protective than those in this clause 14; and (ii) to the extent required by law, a court order or a competent public authority, provided that the Receiving Party gives the Disclosing Party reasonable advance notice where legally permitted.

    14.3. Clause 14 does not apply to information that: (i) is or becomes publicly available without a breach of this Agreement; (ii) was lawfully in the Receiving Party’s possession before disclosure; (iii) was lawfully obtained from a third party without a confidentiality obligation; or (iv) was independently developed without using the Disclosing Party’s Confidential Information.

15. Warranties and Disclaimers.

    15.1. Tellclip will use commercially reasonable efforts to keep the service available but does not warrant uninterrupted or error-free operation, the absence of dropped frames or audio interruptions, or any particular service level unless agreed in a separate written agreement. Tellclip may suspend the service for maintenance, giving advance notice where practicable.

    15.2. To the fullest extent permitted by applicable law, Tellclip is provided “as is” and “as available”, and Tellclip disclaims all warranties, conditions and representations, whether express or implied by statute, common law or otherwise, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement and accuracy. Tellclip does not warrant that the service will meet the User’s requirements, that AI outputs will be accurate or that Third-Party Services will remain available.

    15.3. For a User who is a Consumer, this clause 15 does not affect statutory rights relating to the conformity of digital services with the contract.

16. Liability.

    16.1. Nothing in this Agreement limits or excludes either party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, damage caused intentionally, or any other liability that cannot lawfully be limited or excluded.

    16.2. Subject to clause 16.1, neither party shall be liable in connection with this Agreement, under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability or otherwise, for any consequential, incidental, indirect, exemplary, special or punitive damages, or for loss of profits, revenue, business, goodwill or anticipated savings, or for loss, corruption or unavailability of data, whether or not the party was advised of the possibility of such loss and whether or not such loss was foreseeable.

    16.3. Subject to clause 16.1 and mandatory applicable law, Tellclip’s total aggregate liability arising out of or in connection with this Agreement, regardless of the cause of action, shall not exceed the fees actually paid by the User for a Tellclip Subscription through Creem during the 12 months preceding the event giving rise to the claim. If the User paid no fees during that period, including during a Trial, the cap shall be EUR 100.

    16.4. Clauses 16.2 and 16.3 do not limit the User’s obligation to pay amounts due or the User’s liability under clause 17. Tellclip’s liability for breach of confidentiality is subject to the limitations in this clause 16, unless such exclusion or limitation is prohibited by mandatory applicable law.

    16.5. This clause 16 applies to all liability arising out of or in connection with this Agreement, whether contractual, tortious (including negligence), arising from breach of statutory duty, misrepresentation or otherwise. In relation to a User who is a Consumer, this clause 16 applies only to the extent permitted by mandatory consumer protection laws applicable in the country of the Consumer’s residence.

17. Indemnification.

    17.1. A Business User agrees to defend, indemnify and hold harmless Tellclip and its directors, officers, employees and contractors against all claims, demands, proceedings, losses, damages, costs and expenses (including reasonable legal fees) arising out of or relating to: (i) User Content; (ii) a recording made without legally required consent; (iii) use of Tellclip by the User, their Authorised Users or Agents in breach of this Agreement or the law; or (iv) a dispute between the User and a person appearing in a Clip or receiving it. Tellclip shall promptly notify the User of any such claim, allow the User to control the defence and settlement, and provide reasonable cooperation at the User’s expense, provided that the User may not enter into a settlement admitting fault on Tellclip’s behalf without Tellclip’s prior written consent. This clause 17 does not apply to Consumers.

18. Term and Termination.

    18.1. This Agreement is entered into when it is first accepted by the User in accordance with clause 1 and continues until terminated or expired in accordance with these Terms of Service. The term of this Agreement is independent of the length of individual Subscription billing periods. The end of a Subscription does not, by itself, terminate this Agreement insofar as access to features remaining available after the Subscription expires is concerned.

    18.2. The User may stop using Tellclip and terminate this Agreement by deleting the Organisation or sending an appropriate request to [email protected], subject to any rights relating to the Subscription purchased through Creem. Where a Subscription is active, the User should separately cancel its automatic renewal under clause 10.5. Merely ceasing to use the App or deleting an Account does not constitute an instruction to cancel payment renewals. Deletion of an Account, Organisation or Clip is irreversible. Before requesting deletion, the User should use the options for obtaining data described in clause 5.6. This does not limit any rights under mandatory applicable law.

    18.3. Tellclip may restrict or suspend the User’s access to the Service, in whole or in part, and may terminate this Agreement: (i) in the event of a material breach of this Agreement by the User, where the breach is capable of remedy and is not remedied within 14 days of notice; (ii) with immediate effect, where the breach is incapable of remedy or the User’s conduct poses an immediate threat to the security of the Service or third parties, or a material legal risk; (iii) where required by law or a decision of a competent authority; or (iv) where Tellclip discontinues the Service, following at least 60 days’ prior notice. Restriction or suspension of access does not itself terminate this Agreement unless Tellclip expressly notifies the User that it is terminating the Agreement. Tellclip shall notify the User of the action taken and the reason for it to the extent permitted by law and appropriate in the circumstances. Where Tellclip discontinues a paid Service under item (iv), the unused portion of any prepaid Subscription shall be refunded on a pro-rata basis through Creem. In other cases, termination by Tellclip does not, in itself, entitle the User to a refund of fees for an unused period, subject to mandatory applicable law and Creem’s terms of sale.

    18.4. Tellclip may permanently delete an Organisation that has no active Subscription and has had no activity for 180 days. Activity means creating a Clip or a comment in the Organisation, or a member of the Organisation signing in to or using Tellclip. Before deletion, Tellclip shall notify the Organisation’s owners and administrators by email at least 30 days in advance; any activity during that period cancels the deletion. Deletion includes Clips and related data and cannot be reversed, subject to legally required retention periods and the expiry of routine backups.

    18.5. Upon termination of this Agreement: (i) licences granted to the User under it expire, except for rights that are intended to survive termination under this Agreement; (ii) access to the Organisation and its Clips may be discontinued, and Share Links cease to function once the relevant Organisation or Clip is deleted; (iii) User Content is subject to the deletion rules in clause 18.4 and the Privacy Policy, taking into account rights to obtain or have data returned under applicable law; (iv) where data are still available and have not been permanently deleted, the User may request video files or a bulk export of data through support in accordance with clause 5.6; (v) the parties shall return or destroy the other party’s Confidential Information unless there is a legal basis for retaining it; and (vi) clauses 2, 5.1, 5.5, 12.1, 12.3–12.5, 13, 14, 16, 17, 18.5 and 20, together with accrued payment obligations, survive termination to the extent appropriate to their purpose and nature.

19. Changes to this Agreement.

    19.1. Tellclip may amend these Terms of Service for important and legitimate reasons, including: (i) changes in laws, case law or requirements imposed by competent authorities; (ii) the need to address security threats, prevent abuse or protect data; (iii) changes in technology, features, infrastructure, suppliers or the manner in which Tellclip is made available; (iv) changes in the business model or billing rules, subject to clause 10.9; or (v) the need to clarify ambiguous provisions or correct errors. Amendments shall be limited to what is justified by their underlying reason. Tellclip shall notify the User of a material amendment at least 30 days before it takes effect, by email to the address associated with the Account or on another durable medium, specifying the scope of the changes and their effective date. Where urgent action is required for legal or security reasons, an amendment may take effect earlier, with prompt notice to the User. The current version of these Terms of Service will be published on the Tellclip website.

    19.2. A User who does not accept a material amendment to these Terms of Service may terminate this Agreement with effect from the day preceding the amendment’s effective date by notifying Tellclip before that date. If such termination causes a prepaid Subscription to end early, the unused portion of the fees shall be refunded on a pro-rata basis through Creem, unless mandatory applicable law provides a more favourable remedy for the User. Changes to the Service’s features and the corresponding rights of the User are governed separately by clause 3.3. Mandatory rules concerning changes to contracts or digital services also apply to Consumers and other persons entitled to the relevant statutory protection.

20. General.

    20.1. These Terms of Service and the documents expressly incorporated into this Agreement govern the use of Tellclip. A separate master services agreement (MSA) or other individual agreement with a Business User is subject to the order-of-precedence rules in clause 1. Purchases of Subscriptions through Creem are also subject to Creem’s applicable terms of sale. Any other terms presented by the User apply only if expressly accepted by Tellclip.

    20.2. The User may not assign, transfer, novate or subcontract any rights or obligations under this Agreement without Tellclip’s prior written consent, except for a transfer to a legal successor in connection with a merger or the sale of substantially all the User’s assets. Tellclip may transfer this Agreement to an affiliate or a legal successor to its business. A Consumer who objects to such a transfer may terminate this Agreement at no cost.

    20.3. Neither party is liable for delay or failure to perform its contractual obligations, other than payment obligations, to the extent caused by events beyond its reasonable control, including outages affecting infrastructure providers, Third-Party Services or telecommunications networks.

    20.4. If any provision of this Agreement is invalid or unenforceable, it shall be limited to the minimum extent necessary, and the remaining provisions shall remain in full force and effect. A party’s failure or delay in exercising any right or remedy does not constitute a waiver of that or any other right or remedy. This Agreement does not confer rights on third parties.

    20.5. Tellclip sends notices to the User at the email address associated with the Account and, for Organisation matters, to the Organisation’s owner. The User may send notices to Tellclip at [email protected] or to Tellclip’s registered office. This Agreement is entered into in English. If Tellclip makes a translation available, the English version prevails only to the extent permitted by mandatory applicable law, particularly laws protecting Consumers.

    20.6. This Agreement and all disputes or claims (including non-contractual disputes or claims) arising out of or in connection with it are governed by Polish law, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. For Business Users, the courts having jurisdiction over Kraków, Poland, shall have exclusive jurisdiction. A Consumer retains the protection afforded by mandatory laws of the country of their habitual residence, may bring proceedings before the courts of that country, and may be sued by Tellclip only before those courts.

    20.7. Before initiating proceedings, a party shall notify the other party of the dispute in writing, and the parties shall make a good-faith attempt to resolve it within 30 days. A Consumer resident in the European Union may also refer a dispute to an alternative dispute resolution body in their country of residence; upon request, Tellclip will indicate whether it participates in the relevant procedure.