ReelFactory End User Licence Agreement

• Software: the ReelFactory application and everything delivered with it or to it, in any form (including encoded, encrypted, compiled or minified form): its code; its instructions and prompts for AI models, including those our server delivers to it; the production method, playbook, stage and agent briefs, guides and indexes it contains or receives (the "Skill"); its rendering engines, kits, tools, scene library, templates, reference images, sounds and other assets; its documentation; and any updates we provide.
• Subscription: a paid ReelFactory subscription under our Terms of Service.
• Third-Party Services: services the Software works with but that we don't provide, including Anthropic's Claude and Claude Code, ElevenLabs, and the tools you install on your Mac (for example Python, ffmpeg, Node.js, Homebrew and the Chromium browser that Playwright installs).
• Your Content: what you put into the Software: topics, scripts, brand settings and profiles, pictures and other files you attach, your notes and messages.
• Output: the videos, covers, captions, publish packs and similar results the Software produces for you.
• Project Files: the working files the Software writes in your workspace for each reel or brand (for example scripts, storyboards, timelines, scene code and renders).
• Third-Party Components: open-source and other third-party software and fonts included in the Software under their own licences (see section 8).
• Consumer: an individual who uses the Software wholly or mainly outside their trade, business, craft or profession; anyone else is a business customer.

2.1 Subject to this Agreement and to paying for your Subscription, we grant you a personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Software, in object form only, on up to 3 Mac computers that you own or control, for your own purposes or your organisation's internal business purposes, including making Output for clients.

2.2 Subscription. The licence lasts while you have an active Subscription: a subscription billed every 3 months, which renews automatically until you cancel it, with no free trial. When your Subscription ends, the licence ends: the Software stops making reels, and the instructions our server delivered to it can no longer be opened. You keep your Output, Your Content and your Project Files (section 4).

2.3 People and Macs. Each person who uses the Software needs their own ReelFactory account and Subscription, unless we agree otherwise in writing. You can use your account on up to 3 Macs at a time, and remove a Mac in the Software's Setup to make room for another, up to 5 removals in any 30 days. You must not share your account, or let more people or Macs use it than it covers.

2.4 Online licence check. The Software needs an internet connection and a ReelFactory account. It checks your licence with our server: each licence it receives lasts 48 hours and is renewed before it runs out. If our server can't be reached, the Software keeps working for up to 24 hours after that, then stops making reels until it can check again. If our server answers that your Subscription has ended, has been refunded or is on hold (for example during a payment dispute), the Software stops making reels at once.

2.5 Instructions from our server. The instructions the Software's AI agents follow are delivered from our server, only to Macs with a current licence, encrypted for your account and that Mac. Each copy carries an invisible mark that identifies your account. They are part of the Software and the Skill, and we may change them at any time.

2.6 We and our licensors keep all rights not expressly granted. The Software is licensed, not sold.

3.1 Except as sections 3.3 and 4.3 allow, you must not, and must not let or help anyone else (including any AI model, agent or automated tool acting on your instructions):

a. copy the Software, except for one backup copy and the copies your Mac makes in normal use;

b. reverse engineer, decompile, disassemble, decode, decrypt, unpack or otherwise try to obtain the source code, instructions, prompts or assets of the Software, or the Skill in readable form;

c. extract, copy, reproduce, publish, share or sell the Skill or any part of the Software (including its prompts, the instructions the Software gives AI models, its guides, scene library, engines, kits, tools, templates, reference images or other assets), whether verbatim, near-verbatim, translated, summarised file by file, or reconstructed, and whether from the Software's files, from its memory, from AI-model transcripts or logs on your Mac, or by asking an AI model to reveal them;

d. use any part of the Software outside the Software, or to build, train, fine-tune, evaluate or improve any product, service, skill, prompt library, template pack, course or AI model, in particular one that competes with ReelFactory; we reserve all rights to text and data mining of the Software (including under Article 4(3) of EU Directive 2019/790);

e. remove, change or hide any copyright, licence or proprietary notice in the Software;

f. get around, disable or interfere with any technical protection, integrity check, licence check, device limit or usage limit in the Software, or the mark in the instructions our server delivers;

g. modify the Software, or combine it with other software, except through the settings and features it offers;

h. rent, lease, lend, resell, sublicense, distribute or host the Software, or offer it as a service to others;

i. use the Software to break the law, to infringe anyone's rights, or in breach of a Third-Party Service's terms.

3.2 These restrictions apply to the Software as delivered and to everything derived from it, however obtained.

3.3 Nothing in this Agreement limits rights that the law gives you and that cannot be excluded by contract (for example, where applicable, the right to decompile for interoperability under the EU Software Directive). You may use those rights only within their legal limits, and only after asking us first for the information you need, where the law allows us to require that.

4.1 Your Content. You keep all rights in Your Content. You are responsible for having the rights and permissions needed for it (for example for pictures, logos, music, trademarks, people's likenesses and voices). The Software does not send Your Content to us, except what you choose to write to us in Feedback (see the Privacy Policy). It does send what is needed to the Third-Party Services you use (see section 5).

4.2 Output. As between you and us, you own the Output, and you may use it for any lawful purpose, including commercially. We claim no rights in it. Because Output is made with AI models, it may be similar to output made for others, may contain errors, and may not be protected by copyright in every country. You are responsible for reviewing Output before you publish it, including facts, claims, third-party rights, platform rules and any labelling of AI-generated or synthetic content that the law or a platform requires.

4.3 Project Files. Project Files may contain code, structures or assets taken or adapted from the Software (for example engine calls, scene code adapted from the scene library, and templates) ("Embedded Components"). You may keep, edit and render your Project Files with the Software, and keep and use the Output. You may share the Output and your own Project Files with your clients and collaborators, for example so they can review, keep or archive the work you made for them. You may not extract the Embedded Components from Project Files and use or distribute them separately, or share, sell or offer the Software's engines, kits, instructions or other Embedded Components as a product, template, library or kit, or in another product. Fonts are not Embedded Components: the fonts the Software comes with or downloads are Third-Party Components under the SIL Open Font License (section 8), which this section does not limit.

5.1 The Software needs your own accounts with certain Third-Party Services: today Anthropic's Claude Code on your Mac, reaching Claude with your Claude account or your own Anthropic API key, and an ElevenLabs account for voiceovers. You are responsible for those accounts, their fees and limits, and for following their terms and policies (including Anthropic's Usage Policy and ElevenLabs' terms on voices, voice cloning and commercial use, which depend on your plan).

5.2 When you use the Software, it starts Claude Code sessions and sends requests to ElevenLabs on your behalf, with your credentials. Those providers process your data under their agreements and privacy policies with you, not ours. We don't control them and are not responsible for their availability, output, pricing, changes or data handling.

5.3 Use of the Software spends your Claude usage and ElevenLabs credits. We are not responsible for usage or credits spent, including by work the Software does automatically (for example in Autopilot mode).

5.4 ReelFactory is not affiliated with, endorsed by or sponsored by Anthropic, ElevenLabs, Meta or Instagram. Their names are trademarks of their owners and are used only to describe compatibility.

We may provide updates, and may change or remove features. The Software downloads updates automatically and installs them when you quit it or choose to update. Some updates may be needed to keep using the Software or a Third-Party Service with it: our server may stop serving versions that are too old, and the Software then asks you to update. The instructions our server delivers (section 2.5) may change without a new version of the Software. Updates are covered by this Agreement unless they come with different terms.

The Software is available only with a Subscription, which you buy on our website or in the Software under our Terms of Service. The Terms of Service set out the price, billing every 3 months, automatic renewal, cancellation, the price lock and refunds. In short: there is no free trial; you can cancel at any time and keep access until the end of the period you have paid for; there are no refunds, except where the law requires one; and if you are a consumer in the EU or the UK, you ask at checkout for access to start immediately and acknowledge that you then lose your 14-day right to withdraw. A refund ends the Subscription, and this licence, at once. Nothing in this section affects your statutory rights as a consumer.

The Software includes Third-Party Components, such as Electron and Chromium, Node.js, the Claude Agent SDK, zod, Playwright, three.js and fonts licensed under the SIL Open Font License. Each is licensed under its own terms, which are included with the Software and listed, with their copyright notices, in its acknowledgements (in the app, under Setup → Acknowledgements). Those terms govern your use of those components and, where they give you more rights than this Agreement, they prevail for those components only.

When your Mac lacks them, the Software downloads further free tools for you, from their providers, into its own folder (today ffmpeg, Python, numpy and Playwright's headless Chromium), and, when a reel's words need a script the bundled fonts don't cover (for example Arabic, Hebrew, Devanagari, Thai, Japanese, Korean or Chinese), Google's Noto fonts. We don't distribute them; they come to you under their own licences (for example the GNU GPL for ffmpeg and the SIL Open Font License for the Noto fonts), and nothing in this Agreement limits your rights under those licences.

The Skill, the Software's prompts and its non-public code are our confidential information and trade secrets. You must not disclose them, and you must use reasonable care to keep them confidential, including when you use AI tools on your Mac. If you become aware that any of them has been exposed, please tell us at support@reelfactory.dev.

10.1 This Agreement lasts while you have a Subscription. It ends when your Subscription ends, or earlier under this section.

10.2 We may end it at once, by notice, if you break section 3 or 9. We may also end it by notice if you seriously break any other term and don't put it right within 14 days of our notice. If we end it because you broke it, you get no refund for the rest of your paid period, except where the law requires one.

10.3 When it ends, you must stop using the Software and delete it from your Macs. You keep your Output, Your Content and your Project Files, within section 4.3. Sections 3, 4, 5.2–5.4, 8, 9 and 11–15 survive.

11.1 If you are a consumer, the Software will be as described, of satisfactory quality and fit for its purpose, as the law requires, and nothing in this Agreement affects your statutory rights (in the UK, under the Consumer Rights Act 2015).

11.2 Output is made with AI models and depends on your input and on the Third-Party Services. We don't warrant that Output will be error-free, unique or fit for any platform, or that the Software will work with every version of the Third-Party Services. AI models can produce wrong, offensive or infringing results.

11.3 If you are a business customer, to the fullest extent the law allows, the Software is 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, non-infringement and accuracy, and we don't warrant that it will be error-free or uninterrupted.

12.1 If you are a consumer, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Agreement or failing to use reasonable care and skill; we are not responsible for loss or damage that isn't foreseeable. If the Software damages a device or digital content belonging to you because we didn't use reasonable care and skill, we will either repair the damage or pay you compensation. Where you use the Software for business purposes, we are not liable to you for loss of profit, loss of business, business interruption or loss of business opportunity.

12.2 If you are a business customer, to the fullest extent the law allows, we are not liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, data or goodwill, however caused, and our total liability under or in connection with this Agreement is limited to the greater of the fees you paid us in the 12 months before the event giving rise to the claim and US$100.

12.3 We are not responsible for the Claude usage or ElevenLabs credits the Software spends on your behalf (section 5.3).

12.4 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for breach of your statutory rights as a consumer, for loss caused by our gross negligence or wilful misconduct where the law where you live doesn't allow that liability to be limited, or any other liability that the law does not allow to be limited or excluded.

If you use the Software for business purposes, you will defend and indemnify us against third-party claims arising from Your Content, your Output as you publish or use it, or your breach of this Agreement or of a Third-Party Service's terms.

You must comply with the export control and sanctions laws that apply to the Software and to you, and you confirm that you are not a person those laws bar from receiving it.

15.1 Governing law and disputes. This Agreement is governed by the law of England and Wales, and the courts of England and Wales have jurisdiction. If you are a consumer, you keep the protection of the mandatory laws of the country where you live and may also bring proceedings in the courts there (in Scotland or Northern Ireland, in your own courts). If you are a business customer, the courts of England and Wales have exclusive jurisdiction.

15.2 Entire agreement. This Agreement, together with the Terms of Service and the Privacy Policy, is the whole agreement about the Software. If this Agreement and the Terms of Service conflict, this Agreement prevails on the Software and its use, and the Terms of Service prevail on your account, your Subscription and payments.

15.3 Changes. We may change this Agreement for future versions or for good reason (for example legal changes or new features). If a change matters, we will tell you in the Software or by email at least 30 days before it takes effect. If you don't accept it, you may cancel your Subscription before then, and the earlier version applies until the end of the period you have paid for.

15.4 Assignment. You may not transfer this Agreement without our written consent. We may transfer it to a successor of our business, and your rights under it won't be reduced.

15.5 Severability, waiver. If a term is unenforceable, the rest stays in force and the term is applied as far as the law allows. Not enforcing a term is not a waiver.

15.6 Language. This Agreement is written in English. If we provide a translation, the English version prevails, unless the law where you live requires otherwise.

15.7 Contact. Wayne Hsu Ltd, a company registered in England and Wales (company no. 16001721). Email: support@reelfactory.dev.