Introduction and Acceptance
These Terms of Service ("Terms") are a binding agreement between PivotPeek LLC, a California limited liability company ("PivotPeek," "we," "us," or "our"), and the business entity that subscribes to or uses klipdb (the "Customer," "you," or "your"). klipdb is a software-as-a-service platform for managing clip libraries, including clip metadata, ownership and rights information, cost tracking, and the assembly of episodes, categories, and acts (the "Service").
By accessing or using the Service — whether through a signed order form, master services agreement, written approval, email confirmation, or by actually using the Service under an invoicing arrangement with PivotPeek — you accept these Terms and represent that you have authority to bind your organization to them. If you do not agree, you must not access or use the Service.
These Terms apply to all use of the Service, including use that began before these Terms were published, and govern the parties' relationship going forward unless superseded by a separate written agreement executed by both parties (an "Order Form" or "MSA"). In the event of a conflict between these Terms and an executed Order Form or MSA, the Order Form or MSA controls.
Eligibility and Accounts
The Service is provided for business use only and is not intended for consumers or for anyone under the age of 18. You must be authorized to act on behalf of a business entity and must be at least 18 years old to use the Service.
You are responsible for all activity that occurs under your account, including any activity by Authorized Users (as defined below). You must (a) maintain the confidentiality of account credentials, (b) immediately notify PivotPeek of any unauthorized access or security breach, and (c) ensure that all information provided to PivotPeek is accurate and current.
"Authorized Users" means your employees, contractors, and agents whom you permit to access the Service on your behalf. You are responsible for their compliance with these Terms.
The Service
Subject to these Terms and payment of applicable fees, PivotPeek grants you a non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to access and use the Service solely for your internal business purposes.
PivotPeek may update, modify, or discontinue features of the Service at any time. We will use commercially reasonable efforts to provide notice of material changes that materially reduce functionality.
The Service does not host the underlying video files of your clips unless expressly provided as a feature; klipdb primarily manages metadata, rights information, cost data, and the organizational structures (episodes, acts, categories) that you create.
Fees and Payment
Fees for the Service are set forth in each Order Form, invoice, or other written fee arrangement between the parties. Unless otherwise agreed in writing, all fees are invoiced in U.S. dollars and payable per the terms stated on each invoice.
Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. If payment is more than 30 days overdue, PivotPeek may suspend the Service on written notice until amounts are paid in full, without liability for the suspension.
All fees are non-refundable except where required by law or expressly stated otherwise in an Order Form. Taxes other than PivotPeek's income taxes are your responsibility.
Customer Data and Ownership
5.1 Your Data Stays Yours
"Customer Data" means all content and information you or your Authorized Users submit to, upload to, or generate within the Service — including clip records, metadata, tags, rights information, cost data, ownership information, episodes, acts, categories, notes, and any other content you create or store in klipdb.
You own all rights, title, and interest in and to Customer Data. PivotPeek claims no ownership of Customer Data and acknowledges that Customer Data may include or reference content, trademarks, and intellectual property belonging to you or to third parties from whom you have obtained rights.
5.2 License to PivotPeek
You grant PivotPeek a limited, worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, index, process, back up, and otherwise use Customer Data solely to (a) provide and maintain the Service to you, (b) perform the features you request (including the AI-assisted features described in Section 6), (c) prevent and address security, technical, or operational issues, and (d) comply with law. This license exists only for the duration of your use of the Service and terminates as provided in Section 13.
5.3 Your Responsibilities Regarding Customer Data
You represent and warrant that (a) you have all rights necessary to upload and process Customer Data through the Service, (b) Customer Data does not infringe the intellectual property, privacy, publicity, or other rights of any third party, and (c) your use of the Service complies with all applicable laws.
5.4 Aggregate and De-Identified Data
PivotPeek may generate aggregated, anonymized, and de-identified data derived from Customer Data that cannot reasonably be used to identify you, your Authorized Users, or any specific individual or piece of content ("Aggregate Data"). PivotPeek may use Aggregate Data to operate, improve, benchmark, and market the Service. Aggregate Data is not Customer Data.
AI and Automated Processing
6.1 What We Do
The Service uses third-party artificial intelligence and machine learning services, including OpenAI (large language models) and Amazon Web Services Rekognition (computer vision), to process Customer Data on your behalf. These services are used to perform features such as auto-tagging and categorizing clips, generating descriptions and summaries, transcription, semantic search, and suggesting clip groupings for episodes and acts (the "AI Features").
6.2 No Training on Customer Data
PivotPeek will not use Customer Data to train, fine-tune, or improve any artificial intelligence or machine learning model owned by PivotPeek or any third party. PivotPeek uses the commercial API offerings of its AI subprocessors, which contractually prohibit those subprocessors from using API inputs or outputs to train their models. PivotPeek will maintain this configuration for any AI subprocessor it uses.
6.3 Nature of AI Output
AI Features are automated tools and may produce inaccurate, incomplete, or unexpected output. You are responsible for reviewing and verifying AI-generated content before relying on it. PivotPeek makes no representation that AI-generated output is accurate, complete, or fit for any particular purpose.
PivotPeek Intellectual Property
The Service, including all software, source code, interfaces, designs, documentation, features, and the "klipdb" and "PivotPeek" names and logos, is the exclusive property of PivotPeek and its licensors and is protected by U.S. and international intellectual property laws. Nothing in these Terms transfers any ownership of the Service to you.
You may submit suggestions, feedback, or ideas about the Service ("Feedback"). You grant PivotPeek a perpetual, irrevocable, worldwide, royalty-free license to use Feedback without obligation to you.
Acceptable Use
You will not, and will not permit any Authorized User or third party to:
- use the Service in violation of any law or third-party right;
- upload content that is unlawful, defamatory, obscene, or that infringes intellectual property or privacy rights;
- attempt to gain unauthorized access to the Service, its underlying systems, or any other customer's data;
- reverse engineer, decompile, or disassemble the Service, except to the extent expressly permitted by law;
- use the Service to develop a competing product or for competitive benchmarking;
- transmit viruses, malware, or other harmful code;
- interfere with or disrupt the Service or servers or networks connected to the Service;
- resell, sublicense, or make the Service available to any third party except Authorized Users; or
- remove, obscure, or alter any proprietary notices on the Service.
PivotPeek may investigate suspected violations and may suspend or terminate access for violations that create material risk to the Service, other customers, or PivotPeek.
Confidentiality
Each party may disclose confidential information to the other in connection with the Service ("Confidential Information"). Confidential Information includes Customer Data (yours), the Service's non-public features, pricing, roadmap, and technical details (PivotPeek's), and any information a reasonable person would understand to be confidential.
Each party will (a) use Confidential Information only to perform under these Terms, (b) protect it using at least the same care it uses for its own confidential information and no less than reasonable care, and (c) not disclose it to third parties except to employees, contractors, and advisors with a need to know who are bound by comparable confidentiality obligations.
Confidential Information does not include information that is publicly available through no fault of the receiving party, was already known without obligation of confidentiality, is independently developed, or is rightfully received from a third party without obligation of confidentiality. Disclosure required by law or court order is permitted if the receiving party gives prompt notice (where legally allowed) so the disclosing party may seek a protective order.
Security
PivotPeek maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction. These safeguards include encryption of data in transit and at rest where commercially reasonable, role-based access controls, and regular review of security practices.
No system is perfectly secure. PivotPeek does not warrant that the Service will be uninterrupted or error-free or that unauthorized access will never occur. If PivotPeek becomes aware of a confirmed security incident that affects Customer Data, it will notify you without undue delay and cooperate reasonably in investigation and response.
Service Availability
PivotPeek will use commercially reasonable efforts to make the Service available, but does not provide a formal uptime service-level agreement under these Terms. Any specific availability commitments must be set forth in an executed Order Form or MSA. Planned maintenance, force majeure events, and third-party infrastructure failures (including those affecting our subprocessors) may result in downtime.
Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, PIVOTPEEK DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PIVOTPEEK DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, OR THAT AI-GENERATED OUTPUT WILL BE ACCURATE OR RELIABLE.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(a) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO PIVOTPEEK FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
(c) The limitations in this Section 13 do not apply to (i) Customer's payment obligations, (ii) either party's indemnification obligations under Section 14, (iii) either party's breach of confidentiality obligations under Section 9, or (iv) liability that cannot be limited under applicable law.
The parties acknowledge that these limitations are an essential basis of the bargain and would not enter into these Terms without them.
Indemnification
14.1 By Customer
You will defend, indemnify, and hold harmless PivotPeek and its officers, employees, and agents from and against any third-party claim, and any resulting damages, losses, liabilities, settlements, and reasonable attorneys' fees, arising out of (a) Customer Data, including any claim that Customer Data infringes or misappropriates the rights of a third party, (b) your or any Authorized User's breach of these Terms, or (c) your violation of applicable law.
14.2 By PivotPeek
PivotPeek will defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the Service, as provided by PivotPeek and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark of a third party. This obligation does not apply to claims arising from (a) Customer Data, (b) modifications to the Service not made by PivotPeek, (c) combination of the Service with products or services not provided by PivotPeek, or (d) use of the Service other than as authorized by these Terms.
14.3 Procedure
The party seeking indemnification must (a) promptly notify the indemnifying party in writing, (b) give the indemnifying party sole control of the defense and settlement (except that no settlement may impose obligations on the indemnified party without its consent), and (c) reasonably cooperate at the indemnifying party's expense.
Term, Termination, and Data Handling
15.1 Term
These Terms begin on the earlier of the date you first access the Service or the effective date of an Order Form and continue until terminated as provided below or in an Order Form.
15.2 Termination
Either party may terminate these Terms for material breach by the other party that is not cured within 30 days of written notice. Either party may terminate for convenience on 60 days' written notice, subject to any longer notice period in an Order Form. PivotPeek may suspend or terminate immediately if Customer's use creates a legal, security, or operational risk to PivotPeek or other customers.
15.3 Effect of Termination
Upon termination, (a) your right to access the Service ends, (b) you must pay all outstanding fees through the effective date of termination, and (c) you may, for up to 30 days after termination, request an export of Customer Data in a commercially reasonable format.
15.4 Data Deletion
Within 30 days after termination, PivotPeek will delete Customer Data from its active production systems. Residual copies of Customer Data that exist in encrypted, rotating backups will be purged in the normal course of backup lifecycle, not to exceed 90 days. Aggregate Data as defined in Section 5.4, and any records PivotPeek is required by law to retain, are not subject to this deletion obligation.
15.5 Survival
Sections 5.1, 5.4, 7, 9, 12, 13, 14, 15.3, 15.4, 15.5, and 16 survive termination.
General
16.1 Governing Law and Venue
These Terms are governed by the laws of the State of California without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California for any dispute arising out of or related to these Terms. Each party waives any right to a jury trial.
16.2 Force Majeure
Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil disturbance, labor disputes, pandemic, government action, internet or telecommunications failures, or third-party service outages.
16.3 Notices
Notices to PivotPeek under these Terms must be sent to legal@klipdb.com (with a courtesy copy to PivotPeek LLC by any reasonable means). Notices to Customer will be sent to the email address on Customer's account. Notices are deemed received when sent, provided there is no bounce-back.
16.4 Assignment
Customer may not assign or transfer these Terms without PivotPeek's prior written consent, except to a successor in connection with a merger or sale of all or substantially all of its assets. PivotPeek may assign these Terms in its discretion. Any prohibited assignment is void.
16.5 Changes to These Terms
PivotPeek may modify these Terms from time to time. If a change is material, PivotPeek will provide at least 30 days' advance notice by email or through the Service. Continued use of the Service after the effective date of updated Terms constitutes acceptance. If you do not agree to the updated Terms, your remedy is to terminate as provided in Section 15.2.
16.6 Independent Contractors
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
16.7 No Third-Party Beneficiaries
These Terms do not create any third-party beneficiary rights.
16.8 Severability
If any provision of these Terms is held unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
16.9 Waiver
Failure to enforce any provision is not a waiver of the right to enforce it later.
16.10 Entire Agreement
These Terms, together with any executed Order Form or MSA and the Privacy Policy referenced here, constitute the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous agreements, proposals, and communications on the subject, including any prior verbal arrangements.
Contact
PivotPeek LLC
Legal and contract notices: legal@klipdb.com
General inquiries: contact form at klipdb.com
These Terms reference and incorporate the klipdb Privacy Policy, available at klipdb.com/privacy.