Terms of Service

These Terms of Service (“Terms”) form a legally binding agreement between you (“you” or “User”) and Cinelaya (“Cinelaya,” “we,” “us,” or “our”) governing your access to and use of the Cinelaya web application, desktop application (including the offline “portable” build), APIs, and related services (collectively, the “Service”). By accessing, downloading, installing, or using the Service, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not access or use the Service.

1. Eligibility and Accounts

You must be at least 13 years old (or the minimum age required in your jurisdiction) and legally capable of entering into a binding contract to use the Service. You agree to provide accurate, current, and complete information when creating an account and to keep your credentials secure. You are responsible for all activity under your account. Notify us immediately of any unauthorized use.

2. License and Restrictions

Subject to your compliance with these Terms, Cinelaya grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal creative and business purposes. You shall not, and shall not permit any third party to:

• copy, modify, distribute, sell, sublicense, rent, lease, or create derivative works of the Service except as expressly permitted;
• reverse engineer, decompile, or attempt to derive source code from the Service, except to the extent such restriction is prohibited by law;
• circumvent, disable, or interfere with security or licensing features;
• use the Service to build a competing product or benchmark it without our prior written consent;
• use the Service to store or transmit unlawful, infringing, harmful, or malicious content;
• use automated means to access the Service in a manner that adversely impacts availability.

3. User Content

You retain all right, title, and interest in and to the content you upload, create, or generate through the Service (“User Content”). You grant Cinelaya a worldwide, non-exclusive, royalty-free license to host, store, reproduce, modify, and display your User Content solely to the extent necessary to operate and provide the Service to you and your authorized collaborators. You represent and warrant that you own or have all necessary rights to your User Content and that it does not violate any law or third-party right.

4. Subscriptions, Fees, and Payment

Certain features are offered on a paid subscription basis. Fees are billed in advance on a recurring basis and are non-refundable except as expressly stated or required by law. You authorize us and our payment processors to charge your payment method for all applicable fees. Subscriptions renew automatically until cancelled. You are responsible for all taxes associated with your purchase. We may change prices upon reasonable notice.

5. Portable / Offline Build

The portable build is provided for offline, on-device use. All User Content created or stored via the portable build resides on your local device unless you actively sync it to the cloud-hosted Service. You are solely responsible for the security, backup, retention, and integrity of data stored locally. Cinelaya has no visibility into, control over, or responsibility for local data, and shall not be liable for any loss, corruption, or unauthorized disclosure of data that remains on your device. Local use of the Service is provided “AS IS” without any obligation of backup, restoration, or data recovery on our part.

6. Third-Party Services

The Service may interoperate with third-party services or content. Cinelaya is not responsible for the availability, accuracy, or content of any third-party service, nor for any damages arising from your use of them.

7. Intellectual Property

The Service, including all software, designs, trademarks, logos, and associated intellectual property, is owned by Cinelaya or its licensors and is protected by applicable law. Except for the limited license granted in these Terms, no rights are granted to you.

8. Feedback

If you submit suggestions, ideas, or feedback about the Service, you grant Cinelaya a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate them without restriction or compensation.

9. Termination

You may stop using the Service at any time. We may suspend or terminate your access to the Service at any time, with or without notice, for any reason, including violation of these Terms. Upon termination, your right to use the Service will immediately cease. Sections that by their nature should survive termination (including intellectual property, disclaimers, limitations of liability, indemnification, and dispute resolution) shall survive.

10. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CINELAYA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE ACCURATE, RELIABLE, OR PRESERVED. YOU USE THE SERVICE AT YOUR SOLE RISK.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CINELAYA, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CINELAYA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO CINELAYA FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO PORTIONS OF THIS SECTION MAY NOT APPLY TO YOU.

12. Indemnification

You agree to defend, indemnify, and hold harmless Cinelaya and its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your User Content; (b) your use or misuse of the Service; (c) your violation of these Terms; or (d) your violation of any law or third-party right.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the jurisdiction in which Cinelaya is established, without regard to conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Service shall be resolved exclusively in the competent courts of that jurisdiction, and you consent to their personal jurisdiction and venue. To the extent permitted by law, you and Cinelaya each waive any right to a jury trial and to participate in a class action.

14. Changes to the Service or Terms

We may modify or discontinue the Service, in whole or in part, at any time. We may also update these Terms from time to time. If we make material changes, we will update the effective date above and provide notice where required by law. Your continued use of the Service after such changes constitutes acceptance of the revised Terms.

15. Miscellaneous

These Terms, together with the Privacy Policy, constitute the entire agreement between you and Cinelaya regarding the Service and supersede all prior agreements. If any provision is held unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any right or provision is not a waiver. You may not assign these Terms without our prior written consent; we may assign them freely. Nothing in these Terms creates any agency, partnership, or joint venture.

16. Contact

Questions about these Terms may be directed to support@cinelaya.com.