Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between you (“you” or the “Customer”) and Backstage (“Backstage”, “we”, “us” or “our”) and govern your access to and use of the Backstage software, websites, applications, application programming interfaces, and related products and services (each, a “Service”, and collectively, the “Services”).

By creating an account, joining the waitlist, installing the application, or otherwise accessing or using any Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms, you must not access or use the Services.

These Terms contain provisions that limit our liability and require the resolution of disputes on an individual basis through binding arbitration and a waiver of class actions. Please read them carefully.

1. Eligibility and Accounts

You represent and warrant that you are at least eighteen (18) years of age (or the age of legal majority in your jurisdiction, if higher), have the legal capacity to enter into a binding contract, and are not barred from using the Services under any applicable law. If you are accessing or using the Services on behalf of an entity, you further represent and warrant that you have the authority to bind that entity to these Terms, in which case “you” refers to both you and that entity.

You agree to provide accurate, current, and complete information when registering for an account, to keep that information up to date, and to maintain the confidentiality of your credentials. You are solely responsible for all activity that occurs under your account, whether or not you authorized it. You must promptly notify us of any unauthorized access to or use of your account.

2. The Services

The Services provide creators with software-assisted tools that help plan, edit, repurpose, and distribute video and related content, draft text, manage online community interactions, and perform similar creative production tasks. The specific features, capabilities, limits, and credit allowances available to you may vary depending on your plan, your geographic location, and the features we elect to make available from time to time.

We may add, modify, suspend, or discontinue any Service or feature at any time, with or without notice. We will use commercially reasonable efforts to provide advance notice of material adverse changes to paid features, but we are not liable to you or any third party for any modification, suspension, or discontinuation of the Services.

3. License Grant

Subject to your continued compliance with these Terms and timely payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes or your personal creative production. All rights not expressly granted to you in these Terms are reserved by us and our licensors.

4. Customer Content

4.1 Definition.

“Customer Content” means any content, data, files, video, audio, transcripts, images, text, prompts, comments, metadata, channel data, community data, or other materials that you, your authorized users, or third-party platforms you connect submit to, upload to, generate through, or otherwise make available to the Services on your behalf.

4.2 Ownership.

As between you and us, you retain all right, title, and interest in and to your Customer Content, including all associated intellectual property rights. We do not claim ownership of your Customer Content.

4.3 License to Operate.

You grant us, and our subprocessors and service providers acting on our behalf, a worldwide, royalty-free, non-exclusive license to host, store, transmit, copy, reformat, adapt, derive embeddings and summaries from, display, and otherwise process the Customer Content solely to the extent necessary to (i) provide, maintain, secure, and improve the Services for you; (ii) perform any processing you direct through the Services (including AI-assisted editing, transcription, summarization, scoring, and drafting); (iii) comply with applicable law or valid legal process; and (iv) enforce these Terms.

4.4 No Training on Your Content.

We do not use your Customer Content to train general-purpose machine learning models that are made available to other customers, and we contractually require our subprocessors that provide model-inference services not to do so either, except where you have explicitly opted in.

4.5 Your Representations.

You represent and warrant that (a) you own or have obtained all rights, consents, and permissions necessary to submit the Customer Content and to grant the licenses set forth in Section 4.3; (b) the Customer Content and its processing through the Services do not violate any applicable law, contract, or third-party right (including privacy, publicity, or intellectual property rights); and (c) any individuals depicted, recorded, or identifiable in the Customer Content have provided all consents required by applicable law for that content to be processed by the Services.

5. Acceptable Use

You agree that you will not, and will not permit any third party to:

• use the Services in violation of any applicable law, regulation, sanctions program, or third-party right;
• upload, generate, or distribute through the Services any content that is unlawful, defamatory, harassing, threatening, hateful, obscene, sexually explicit involving minors, or that promotes violence, self-harm, or discrimination;
• use the Services to infringe, misappropriate, or otherwise violate any patent, trademark, copyright, trade secret, or other intellectual property or proprietary right;
• submit or process content that contains personal data of others unless you have a lawful basis to do so and have provided all required notices;
• attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code, models, weights, prompts, or underlying algorithms of the Services, except to the extent such restriction is prohibited by applicable law;
• interfere with, disrupt, probe, or circumvent any security, authentication, rate-limiting, or other protective measure of the Services;
• use the Services to build a competing product, to benchmark without our written consent, or to train, fine-tune, or otherwise improve any machine learning model;
• access or use the Services in an automated manner that exceeds the rate limits or volume restrictions we publish or that imposes an unreasonable burden on our infrastructure;
• resell, sublicense, or otherwise make the Services available to any third party, except as expressly permitted by us in writing; or
• use the Services to engage in fraud, deception, impersonation, or to generate content that is intended to mislead viewers as to its origin or authenticity in violation of applicable law or platform policies.

We reserve the right, but undertake no obligation, to investigate, remove, refuse to process, or restrict access to any Customer Content or account that we believe in good faith violates these Terms or poses a risk to the Services, our users, or third parties.

6. Third-Party Platforms and Integrations

The Services may permit you to connect, link, or otherwise integrate accounts you hold on third-party platforms, including video hosting platforms, community platforms, and social media services (each, a “Third-Party Platform”). Your use of any Third-Party Platform is governed solely by your agreement with that Third-Party Platform, and we are not responsible for the availability, accuracy, content, or practices of any Third-Party Platform.

When you authorize a connection to a Third-Party Platform, you authorize us to access, retrieve, store, and process the data and permissions made available to us by that Third-Party Platform on your behalf, solely for the purpose of providing the Services to you. You are responsible for ensuring that your authorization is valid, that you have the right to grant the connected access, and that your use of the Services in connection with the Third-Party Platform complies with that platform’s own terms and policies. You may revoke a connection at any time, which will terminate our access on a going-forward basis.

7. Subscriptions, Credits, Fees, and Taxes

7.1 Plans and Credits.

Certain features of the Services are made available on a paid-subscription basis or against a balance of usage credits (“Credits”). The applicable plan, recurring fee, included Credit allowance, billing cycle, and the rate at which Credits are consumed by each feature will be presented to you at the point of purchase or enrollment. Credits are a prepaid licensing mechanism; they have no cash value, are non-refundable except where required by applicable law, are non-transferable, and may expire at the end of each billing cycle, top-up window, or other period that we disclose to you.

7.2 Authorization.

You authorize us and our payment processors to charge the payment method on file for all fees due, including recurring subscription fees, applicable taxes, and any approved overage or top-up purchases. If a charge fails, we may suspend or terminate your access to paid features until the unpaid amount is collected.

7.3 Renewals.

Subscriptions automatically renew at the end of each billing cycle at the then-current rate unless you cancel before the renewal date. You may cancel a subscription at any time through the Services or by contacting us; cancellation takes effect at the end of the then-current billing cycle, and you will retain access to paid features until that cycle ends.

7.4 Price Changes.

We may change our fees, Credit allowances, or Credit pricing at any time. Material changes that affect your existing subscription will take effect at your next renewal, and we will provide reasonable advance notice. Your continued use of the Services after the effective date of a price change constitutes acceptance of the new fees.

7.5 Refunds.

Except where required by applicable law or expressly stated by us in writing, all fees are non-refundable, including for partially used billing cycles, unused Credits, and accounts that are suspended or terminated for breach of these Terms.

7.6 Taxes.

Fees are exclusive of all sales, use, value-added, withholding, and similar taxes, levies, and duties, which are your responsibility, except for taxes assessed on our net income. Where we are required by law to collect taxes on your behalf, they will be added to your invoice.

8. AI-Generated Output

The Services use machine learning and other automated systems to generate, transform, summarize, score, caption, draft, or otherwise produce output in response to your instructions and Customer Content (collectively, “Output”). Subject to your compliance with these Terms, you may use Output you generate through the Services for any lawful purpose, including commercial purposes, and we assign to you any rights we may hold in such Output to the maximum extent permitted by applicable law.

You acknowledge and agree that:

• Output is generated probabilistically and may be inaccurate, incomplete, biased, or unsuitable for your purposes;
• Output may not be unique, and similar or identical Output may be generated for other users in response to similar inputs; accordingly, we cannot guarantee that any particular Output is free of third-party rights;
• you are solely responsible for evaluating, reviewing, editing, and verifying any Output before relying on, distributing, or publishing it, and for ensuring that your use complies with applicable law and any platform policies that apply to where the Output is distributed; and
• Output is not legal, medical, financial, or professional advice, and the Services are not a substitute for human judgment or professional services.

9. Intellectual Property

The Services, including all software, models, prompts, designs, documentation, trademarks, service marks, trade names, logos, and other materials made available through the Services, are and will remain our exclusive property and that of our licensors. Except for the limited license expressly granted in Section 3, no right, title, or interest in or to the Services is transferred to you. You may not remove, alter, or obscure any proprietary notice, branding, or label that appears in or on the Services.

We welcome any feedback, suggestions, ideas, or recommendations you provide regarding the Services (“Feedback”). You hereby grant us a perpetual, irrevocable, royalty-free, worldwide, sublicensable license to use, reproduce, modify, and exploit the Feedback for any purpose, without obligation or compensation to you.

10. Confidentiality

Each party may receive non-public information from the other that is identified as confidential or that, given the nature of the information and the circumstances of disclosure, should reasonably be understood to be confidential (“Confidential Information”). The receiving party will use the disclosing party’s Confidential Information only as necessary to exercise its rights or perform its obligations under these Terms, will protect it with at least the same degree of care it uses for its own confidential information of similar importance (and in no event less than reasonable care), and will not disclose it to any third party except to its personnel and subprocessors who are bound by confidentiality obligations no less protective than those set forth herein, or as required by law.

11. Suspension and Termination

You may stop using the Services and terminate your account at any time. We may suspend, restrict, or terminate your access to all or any part of the Services, with or without notice and without liability to you, if (a) we believe in good faith that you have breached these Terms or applicable law; (b) your use of the Services creates a security, legal, or operational risk for us, our users, or third parties; (c) you fail to pay any amount when due; or (d) we are required to do so by a competent authority or to comply with applicable law.

Upon termination, your right to access and use the Services will immediately cease, and we may delete your Customer Content and account data in the ordinary course of our retention schedule. Sections that by their nature should survive termination (including Sections 4.5, 7.5, 8, 9, 10, 12, 13, 14, 15, 16 and 17) will survive.

12. Disclaimer of Warranties

THE SERVICES, INCLUDING ALL OUTPUT, ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES OR ANY OUTPUT WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR ACCURATE; THAT THE SERVICES WILL OPERATE WITH ANY PARTICULAR THIRD-PARTY PLATFORM OR HARDWARE; OR THAT ANY DEFECT WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU IN FULL.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR USE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF THE ACTION, WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS (US$100). THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU IN FULL.

14. Indemnification

You will defend, indemnify, and hold harmless Backstage, its affiliates, and their respective officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your Customer Content; (b) your use of the Services; (c) your breach of these Terms; (d) your violation of any law or third-party right (including intellectual property, privacy, or publicity rights); or (e) any Output you publish, distribute, or otherwise rely upon. We will provide you with prompt written notice of the claim, allow you to control the defense and settlement (provided you do not agree to any settlement that imposes liability or admission of wrongdoing on us without our prior written consent), and reasonably cooperate with the defense at your expense.

15. Governing Law; Dispute Resolution; Class Waiver

15.1 Governing Law.

These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of the jurisdiction in which Backstage maintains its principal place of business, without regard to its conflict-of-laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods.

15.2 Informal Resolution.

Before filing any claim, you agree to first contact us at hi@withbackstage.com and to attempt in good faith to resolve the dispute informally for at least sixty (60) days.

15.3 Binding Arbitration.

If we cannot resolve the dispute informally, you and we agree that any controversy or claim arising out of or relating to these Terms or the Services will be settled by binding arbitration administered by a recognized arbitral institution before a single arbitrator under its then-current commercial rules. The arbitration will take place in the jurisdiction in which Backstage maintains its principal place of business or such other location as the parties mutually agree, and the language of the arbitration will be English. Judgment on the award may be entered in any court of competent jurisdiction.

15.4 Class Action Waiver.

YOU AND WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.

15.5 Exceptions.

Notwithstanding the foregoing, either party may bring an individual action in small-claims court, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property or confidential information.

16. Export Control and Sanctions

You may not access or use the Services if you are located in, ordinarily resident in, or a national of any country or region subject to comprehensive sanctions, or if you are otherwise on any restricted-party list maintained by the United States, the United Kingdom, the European Union, or any other applicable jurisdiction. You agree to comply with all applicable export control and sanctions laws in your use of the Services.

17. Changes to These Terms

We may update these Terms from time to time. If we make a material change, we will provide reasonable advance notice (for example, by posting an updated effective date, sending email, or notifying you within the Services). The updated Terms will take effect on the effective date stated in the notice. Your continued access to or use of the Services after the effective date constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services.

18. Miscellaneous

These Terms, together with our Privacy Policy and any order forms or plan-specific terms we present to you, constitute the entire agreement between you and us regarding the Services and supersede any prior or contemporaneous understandings. If any provision of these Terms is held unenforceable, that provision will be limited or eliminated to the minimum extent necessary and the remaining provisions will remain in full force. Our failure to enforce any right or provision is not a waiver of that right or provision. You may not assign or transfer these Terms or any rights hereunder without our prior written consent; we may assign these Terms without restriction. Any notice we provide to you may be given by email to the address associated with your account or by posting within the Services. The relationship between you and us is that of independent contractors, and these Terms do not create any agency, partnership, joint venture, or employment relationship.

19. Contact

Questions about these Terms may be sent to hi@withbackstage.com.