Terms of Service

Effective date: October 12, 2026 · Version 1.2

Full Terms of Service

Welcome to Clipnote. These Terms of Service ("Terms") are a binding agreement between you and Andrew Martinez, doing business as Clipnote ("Clipnote," "we," "us," or "our"), governing your access to and use of the Clipnote mobile app, the website at clipnote.social, and related services (together, the "Service"). If a company is later formed to operate Clipnote, that company will take over these Terms and we will tell you.

PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE IMPORTANT LIMITATIONS ON OUR LIABILITY, YOUR OBLIGATION TO INDEMNIFY US FOR CONTENT YOU UPLOAD, AND (IN SECTION 17) A BINDING ARBITRATION AGREEMENT AND CLASS-ACTION WAIVER.

By creating an account, accepting these Terms in the app, or otherwise accessing or using the Service, you agree to these Terms and to our Privacy Policy and Copyright Policy, each incorporated by reference. If you do not agree, do not use the Service.

1. Eligibility

You must be at least 18 years old to use the Service. By using the Service you represent that you are 18 or older and that you have the legal capacity to enter into these Terms.

2. Your Account

You are responsible for your account, for keeping access to your sign-in method secure, and for all activity under your account. Tell us promptly at support@clipnote.social about any unauthorized use. You agree to provide accurate information and keep it up to date. We may refuse, suspend, or close accounts as described in Section 13.

3. The Service

Clipnote lets you create, upload, publish, and share short audio works with accompanying text and artwork ("Notes"), organize Notes into collections ("Volumes"), message other users, and discover and interact with content published by others. Some features rely on outside processing, such as speech-to-text transcription and AI voice narration, as described in our Privacy Policy. We may add, change, or remove features at any time.

4. Beta Testing

While Clipnote is in beta, the Service may be incomplete, change often, contain errors, or lose data. Keep your own copies of anything important. If you join the beta, the Beta Tester Agreement you sign in the app also applies to you. If it conflicts with these Terms on a beta-specific topic, the Beta Tester Agreement controls for that topic.

5. User Content: Ownership and License

"User Content" means everything you submit, upload, record, generate, publish, or otherwise make available through the Service, including audio recordings, uploaded audio files, cover images and other artwork, titles, descriptions, documents and other text, comments, messages, and Volumes.

5.1 You keep ownership. As between you and Clipnote, you keep all ownership rights you already hold in your User Content. We do not claim ownership of it.

5.2 License you grant to us. You grant Clipnote a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, cache, reproduce, adapt, reformat, transcode, create excerpts and previews of, publicly perform, publicly display, distribute, and otherwise use your User Content solely as needed to operate, provide, secure, improve, promote, and develop the Service. This includes the right to (a) transcode audio and generate transcriptions and time-synced text so your work can be read and played back; (b) generate previews, clips, thumbnails, and cover framing; (c) make your published User Content available to other users and, where you make it public, to the general public; and (d) feature your published User Content in promotion of Clipnote itself, such as app store previews or social media posts about Clipnote. We will not use your User Content to promote anyone else's products without your written consent. This license lasts only as long as your User Content is on the Service, except that (i) copies in routine backups may persist for a limited period after deletion, and (ii) content that others reposted or saved may remain available through them. You may remove your User Content or delete your account at any time, as described in Section 13.

5.3 Feedback. If you send us suggestions or feedback, you grant us an unrestricted, perpetual, royalty-free license to use it without obligation to you.

6. Your Promises About What You Upload

This section is important. You are solely responsible for your User Content. By submitting any User Content, you represent and warrant, for each item you upload or create, that:

(a) You own it or have all necessary rights. You either own all rights in the User Content, or you have every license, right, consent, release, and permission needed to submit it and to grant the license in Section 5.2, including rights in any music, sound, audio recording, voice, composition, image, photograph, artwork, logo, text, writing, or other material in or with it.

(b) It does not infringe. Your User Content, and our use of it as these Terms allow, does not infringe, misappropriate, or violate anyone's intellectual property rights (including copyrights, trademarks, and rights in sound recordings and musical works), rights of publicity or privacy, moral rights, or other rights, and does not violate any law, regulation, or contract.

(c) Consents obtained. You have every consent, release, or permission required from each identifiable person whose name, voice, likeness, image, or personal information appears in your User Content.

(d) No unauthorized third-party content. You will not upload audio, writing, images, or other material you did not create unless you own it or are authorized to use and license it. For example, you will not upload commercially released music, audiobooks, podcasts, or copyrighted texts you do not have the rights to.

(e) It is truthful and lawful. Your User Content is not fraudulent, defamatory, obscene, harassing, or otherwise unlawful, and it complies with these Terms and our policies.

Clipnote does not pre-screen User Content and is not obligated to. You, not Clipnote, bear all responsibility and liability for your User Content and for the consequences of submitting or publishing it.

7. AI Features

Some features use artificial intelligence, such as transcribing speech into text and reading writing aloud in an AI voice. AI output can contain mistakes, so check it before you publish. You are responsible for content you publish using these features. You may not use AI voices to impersonate a real person, to mislead people about who is speaking, or for anything that breaks Section 8. Clipnote does not use your content to train AI models.

8. Acceptable Use

You agree not to, and not to try to or help anyone else to: (a) upload or publish infringing, unlawful, harassing, hateful, threatening, defamatory, obscene, or sexually exploitative content, or content that sexualizes, endangers, or exploits minors; (b) impersonate any person or entity or misrepresent your affiliation; (c) upload content you do not have the rights to (see Section 6); (d) violate anyone's intellectual property, privacy, or publicity rights; (e) upload malware or try to disrupt, overload, or gain unauthorized access to the Service or its systems; (f) scrape, harvest, or collect data about other users except as expressly allowed; (g) use the Service to send spam or unsolicited promotions, including through direct messages; (h) get around any access, usage, or content limits, or create accounts to evade a block or ban; (i) artificially inflate plays, likes, follows, or other activity; or (j) use the Service in violation of any applicable law. We may investigate and act on any violation, including removing content and closing accounts.

We have zero tolerance for child sexual abuse and exploitation. Our Child Safety Standards, at clipnote.social/child-safety, are part of these Terms.

9. Copyright

We respect intellectual property rights and expect you to do the same. We respond to notices of claimed copyright infringement and close the accounts of repeat infringers in appropriate circumstances, as described in our Copyright Policy, which is part of these Terms. You can read it in the app (Settings, then Legal) and at clipnote.social/copyright. To report infringement, send a notice to our designated agent at legal@clipnote.social.

10. Content Moderation and Removal

We may, but do not have to, review, monitor, remove, disable access to, or refuse to publish any User Content, and may suspend or close accounts, at any time, with or without notice, including for content we believe violates these Terms or the law or that is the subject of a complaint. We are not liable for removing, or failing to remove or store, any User Content.

11. Reporting and Blocking

The Service has tools to report content and users that break these Terms, and to block or mute other users. Reports are reviewed by a person. If you see content you believe breaks these Terms, report it in the app or email support@clipnote.social. For copyright, use the process in Section 9.

12. Intellectual Property in the Service

The Service itself, including our software, design, logos, trademarks (including Clipnote™), and all content we provide (other than User Content), is owned by Clipnote or our licensors and protected by intellectual property laws. We grant you a limited, personal, non-exclusive, non-transferable, revocable license to use the Service for its intended purpose under these Terms. You may not copy, modify, distribute, reverse engineer, or create derivative works of the Service except as the law allows.

13. Termination

You may stop using the Service and delete your account at any time in the app (Settings, then Delete Account). Deleting your account removes your profile and published content from the Service; some data may persist as described in Section 5.2 and the Privacy Policy. We may suspend or close your access at any time, with or without notice, including for any violation of these Terms or the law. Sections that by their nature should survive termination (including Sections 5.2, 6, 12, 14, 15, 16, 17, and 18) will survive.

14. Indemnification

You agree to defend, indemnify, and hold harmless Clipnote and its owners, officers, employees, contractors, and agents (the "Clipnote Parties") from and against all claims, demands, actions, investigations, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your User Content; (b) your use of or activity on the Service; (c) your breach of these Terms or of your promises in Section 6; (d) your violation of any law or of anyone's rights, including intellectual property, publicity, or privacy rights; or (e) any claim that your User Content harmed someone else.

We may, at our own expense, take over the exclusive defense and control of any matter you must indemnify us for, and you agree to cooperate with our defense. You will not settle any matter that affects the Clipnote Parties without our prior written consent. This Section survives termination of these Terms.

15. Disclaimers

THE SERVICE AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY CONTENT, INCLUDING AI OUTPUT, IS ACCURATE, LAWFUL, OR NON-INFRINGING. WE ARE NOT RESPONSIBLE FOR USER CONTENT OR FOR THE CONDUCT OF ANY USER. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CLIPNOTE PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF (OR INABILITY TO USE) THE SERVICE OR ANY USER CONTENT, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE CLIPNOTE PARTIES FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US, IF ANY, IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) US $100. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

17. Governing Law; Dispute Resolution; Arbitration

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules. Please read this section carefully. It affects how disputes are resolved.

17.1 Informal resolution. Before filing a claim, you agree to try to resolve the dispute informally by emailing legal@clipnote.social and giving us 30 days to respond.

17.2 Binding arbitration. Except for the exceptions below, any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, rather than in court. The arbitration will be in English and may be held by video or telephone where the rules allow.

17.3 Class-action waiver. You and Clipnote each may bring claims against the other only individually, and not as a plaintiff or class member in any class, collective, or representative proceeding. The arbitrator may not combine more than one person's claims.

17.4 Exceptions. Either party may (a) bring an individual claim in small-claims court, and (b) ask a court for injunctive or equitable relief for actual or threatened infringement or misuse of intellectual property.

17.5 Opt-out. You may opt out of this arbitration agreement by emailing legal@clipnote.social within 30 days of first accepting these Terms, with your name, your Clipnote handle, and a statement that you opt out of arbitration.

18. App Store Terms (Apple and Google)

You may download Clipnote from the Apple App Store or Google Play. These Terms are between you and Clipnote only, not with Apple Inc. or Google LLC (each an "App Provider"), and the App Provider you got the app from is not responsible for the app or its content. If you got the app from the Apple App Store, Apple's Licensed Application End User License Agreement also applies, except where these Terms give you more rights.

(a) No App Provider responsibility. The App Provider has no obligation to provide maintenance or support for the app. To the maximum extent permitted by law, the App Provider has no warranty obligation for the app.

(b) Claims. Clipnote, not the App Provider, is responsible for addressing any claims by you or anyone else relating to the app or your possession or use of it, including: (i) product-liability claims; (ii) any claim that the app fails to meet a legal or regulatory requirement; (iii) claims under consumer-protection, privacy, or similar laws; and (iv) intellectual property infringement claims. Any refunds are handled by the App Provider under its own policies.

(c) Compliance. You represent that you are not located in a country subject to a US Government embargo or designated as a "terrorist-supporting" country, and that you are not on any US Government list of prohibited or restricted parties. You will follow the app store terms that apply to you.

(d) Third-party beneficiaries. Apple, Google, and their subsidiaries are third-party beneficiaries of these Terms and, once you accept these Terms, may enforce them against you.

19. Paid Features

The Service is free today. If we offer paid features in the future, we will show you the price and terms before you pay, and purchases will be handled by the Apple App Store or Google Play under their payment and refund policies.

20. Electronic Communications

By using the Service, you agree to receive communications from us electronically, including in-app messages, notifications, and emails to the address on your account. Agreements, notices, and other communications we send electronically satisfy any legal requirement that they be in writing.

21. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will tell you in the app or by email before they take effect and update the date and version at the top. If you keep using the Service after the changes take effect, you accept the updated Terms. If you do not agree, stop using the Service and delete your account.

22. Miscellaneous

These Terms, together with the Privacy Policy, Copyright Policy, Child Safety Standards, and (for beta testers) the Beta Tester Agreement, are the entire agreement between you and Clipnote about the Service and replace any earlier agreements. If any provision is found unenforceable, the rest stays in effect and that provision will be changed only as much as needed to make it enforceable. Not enforcing a provision is not a waiver. You may not assign these Terms without our consent; we may assign them, including to a company formed to operate Clipnote or in a merger, acquisition, or sale of assets. Nothing in these Terms creates an agency, partnership, or employment relationship. Notices to you may be given in the app or by email; notices to us go to legal@clipnote.social.

23. Contact

Questions about these Terms: support@clipnote.social. Legal notices and copyright notices: legal@clipnote.social. Privacy questions: support@clipnote.social (subject "Privacy request").