Terms of Service

To use the Services, you must create an account. You agree to provide us with accurate, complete, and up-to-date information for your account. We may need to use this information to contact you. You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and account. Do not share your account credentials or give others access to your account. You agree to immediately notify us if you know or have any reason to suspect that your account has been compromised.

A. Content.All your content remains yours; Stoked Seagull does not own it. However, in order to provide the Services to you, we need your license and permission to do so. Accordingly, when you submit content to the Services, you grant Stoked Seagull, and any third-party services acting on Stoked Seagull's behalf, a worldwide, non-exclusive, royalty-free, sublicensable license to access, reproduce, modify, distribute, transmit, export, display, store, and otherwise use your content for the limited purpose of providing, improving, and protecting the Services. If we use your content in the ways described in these Terms, you represent and warrant that such use will not infringe or violate any laws or the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets, or any other intellectual property or proprietary rights.

B. AI Inputs and Outputs.The Services use large language models (LLMs) and other artificial intelligence features (“AI Features”). When you submit or provide screenshots, text, audio, or other materials to the Services (“Input”), Stoked Seagull uses AI Features to generate outputs based on the Input (“Output”). Input and Output are collectively referred to as “Customer Content.” As between you and Stoked Seagull, and to the extent permitted by applicable law, you retain all ownership rights in Input and you own all Output, and Stoked Seagull hereby assigns to you all of our right, title, and interest, if any, in and to Output.

C. NO WARRANTIES REGARDING OUTPUTS. STOKED SEAGULL MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY OF ANY OUTPUTS. YOU SHOULD NOT RELY ON ANY OUTPUTS WITHOUT INDEPENDENTLY CONFIRMING THEIR ACCURACY. OUTPUTS MAY CONTAIN MATERIAL INACCURACIES EVEN IF THEY APPEAR ACCURATE BECAUSE OF THEIR LEVEL OF DETAIL OR SPECIFICITY. YOU ACKNOWLEDGE THAT THE SERVICES AND ANY OUTPUTS MAY NOT REFLECT CORRECT, CURRENT, OR COMPLETE INFORMATION.

D. Third-Party Outputs.Due to the nature of generative AI models, Outputs may not be unique, and Outputs that the Services generate based on materials submitted by third parties (“Third-Party Outputs”) may be similar or identical to Outputs that the Services generate based on your Inputs. You acknowledge that Third-Party Outputs are not your Outputs and that you have no right, title, or interest in or to any Third-Party Outputs.

A. General. You may use the Services only as permitted by applicable law, including export control laws and regulations. While using the Services, you agree not to engage in any conduct that is abusive or violates these Terms, including the following prohibited conduct:

• Breach or circumvent any security or authentication measures;
• Take apart, decompile, or reverse engineer any part of the Services in an effort to access source code, algorithms, or other intellectual property;
• Access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you have not been invited to;
• Probe, scan, or test the vulnerability of any system or network;
• Interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
• Sell, resell, or redistribute the Services unless specifically authorized to do so;
• Access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, scraping or creating accounts in bulk);
• Send unsolicited communications, promotions, advertisements, or spam;
• Use the Services to record, capture, or transcribe another person's screen, speech, or activity without their consent;
• Engage in any type of payment fraud, including but not limited to unauthorized use of credit cards or other payment methods, filing illegitimate or fraudulent chargebacks or payment disputes, using stolen or unauthorized payment credentials, or any other method of obtaining the Services without the required payment;
• Violate the law in any way, including publishing or sharing material that is fraudulent, defamatory, or misleading, or that violates the intellectual property, privacy, or other proprietary rights of others.

B. AI Feature Restrictions. You will not and will not permit anyone else to: use the AI Features or any Output to infringe any third-party rights; use the AI Features or any Output to develop, train, or improve any AI or machine learning models; represent any Output as being approved or vetted by Stoked Seagull; represent any Output as being an original work or a wholly human-generated work; use the AI Features for automated decision-making that has legal or similarly significant effects on individuals without adequate human review; or use the AI Features for purposes or with effects that are discriminatory, harassing, harmful, or unethical.

C. Violations.Stoked Seagull reserves the right, in our sole discretion, to take appropriate action in response to violations of this policy, which could include removing or disabling access to content, suspending a user's access to the Services, or terminating your account.

Subject to and conditioned on your payment of applicable fees and compliance with all other terms and conditions of this Agreement, Stoked Seagull hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services solely in accordance with these Terms. The Services may allow you to download client software (“Software”), including the Clacky desktop application, which may update automatically. Provided that you comply with these Terms, we give you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, the provisions of that license may expressly override some of these Terms.

The Services operate on, with, or using application programming interfaces and other services operated or provided by third parties (“Third-Party Services”). As of the date of these Terms, these Third-Party Services include, but are not limited to, Anthropic (AI language models), ElevenLabs (text-to-speech), and AssemblyAI (speech-to-text). You acknowledge and agree that Stoked Seagull may add, remove, or replace Third-Party Services at any time, in its sole discretion, without prior notice to you.

Stoked Seagull is not responsible for the operation of any Third-Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third-Party Services. Any Third-Party Services are subject to their own terms and conditions. Stoked Seagull does not make any representations or warranties with respect to Third-Party Services.

As between you and Stoked Seagull, the Services are owned by Stoked Seagull and are protected by copyright, trade secret, trademark, and other United States and foreign laws. These Terms do not grant you any right, title, or interest in the Services, our intellectual property, or others' content in the Services. You agree not to change, modify, translate, or otherwise create derivative works of the Services. Additionally, we welcome comments, suggestions, or other feedback (“Feedback”) on the Services, but note that we may use Feedback without any obligation to you, even after these Terms are terminated.

Stoked Seagull may exercise the following rights at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law):

• We may change parts or all of the Services and their functionality;
• We may suspend or discontinue parts or all of the Services;
• We may terminate, suspend, restrict, or disable your access to or use of parts or all of the Services, for any reason or no reason;
• We may terminate, suspend, restrict, or disable access to your account or parts or all of your content;
• We may change our eligibility criteria to use the Services.

You acknowledge and agree that Stoked Seagull has the absolute right to revoke your access to the Services at any time, for any reason or no reason, with or without notice or explanation, and without any obligation to refund fees except as required by applicable law.

By using the Services, you confirm that you have read and understood our Privacy Policy, which describes how we handle your personal information.

A. Payment.Certain parts of the Services are paid or premium services (“Paid Services”). We will automatically bill you from the date you sign up for a Paid Service, and on each periodic renewal until cancellation. You are responsible for all applicable taxes, and we will charge tax when required to do so. By subscribing to a Paid Service, you represent and warrant that you are authorized to use the payment method you provide and that all payment information is accurate and complete. You authorize Stoked Seagull and its third-party payment processors to charge the payment method you provide for all fees incurred in connection with your use of the Paid Services.

B. No Refunds. All fees for Paid Services are non-refundable. You may cancel your Paid Services at any time, and your access to Paid Services will continue until the end of your current billing period, after which your account will revert to the free tier. No refunds or credits will be issued for partial billing periods, downgrade to free tier, or unused credits or features. If you do not pay for your Paid Services in a timely manner, we reserve the right to suspend or terminate such Paid Services immediately.

C. Chargebacks and Payment Disputes. You agree to contact us at ceo@useclacky.com before initiating any chargeback or payment dispute with your bank, credit card company, or payment provider. Filing a chargeback or payment dispute without first attempting to resolve the issue directly with us constitutes a violation of these Terms. In the event of an illegitimate or fraudulent chargeback, you agree that you will be liable for the full amount of the disputed charge plus any fees, costs, and expenses incurred by Stoked Seagull in responding to the chargeback, including but not limited to chargeback fees, administrative costs, and reasonable attorneys' fees. We reserve the right to immediately suspend or terminate your account and pursue any available legal remedies.

D. Payment Processor.We use third-party payment processors (each, a “Payment Processor”) to bill you through a payment account linked to your account. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor, in addition to these Terms. Our current Payment Processor is Stripe, and your payments are processed by Stripe in accordance with Stripe's terms of service and privacy policy.

E. Changes. We may change the fees in effect on renewal of your subscription based on our business needs, but we will give you reasonable notice of such changes via an in-app notification or message to the email address associated with your account, and you will have the opportunity to cancel your subscription before the new fee comes into effect.

A. Term and Termination. You may stop using the Services at any time. We reserve the right to suspend or terminate your access to the Services at any time, for any reason or no reason, with or without notice, including but not limited to: (i) breach of these Terms; (ii) your use of the Services causing a risk of harm or loss to us or other users; (iii) non-payment of fees; (iv) fraudulent or unauthorized use of payment methods; (v) filing of illegitimate chargebacks; or (vi) any other reason in our sole discretion. Upon termination, your right to use the Services will immediately cease.

B. Survival. All provisions of these Terms which by their nature should survive termination shall survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, limitations of liability, payment obligations, and dispute resolution provisions.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STOKED SEAGULL MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES, INCLUDING WITHOUT LIMITATION THE OUTPUTS, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” STOKED SEAGULL ALSO DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. STOKED SEAGULL MAKES NO WARRANTY OR REPRESENTATION THAT THE SERVICES AND THE OUTPUTS WILL: (A) BE TIMELY, UNINTERRUPTED, OR ERROR-FREE; (B) MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (C) BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

Under certain circumstances, some jurisdictions do not permit the disclaimers in this Section, so they may not apply to you. However, the disclaimers apply to the maximum extent permitted by applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, STOKED SEAGULL WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES OR ANY OUTPUTS; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (C) ANY CONTENT OBTAINED FROM THE SERVICES, INCLUDING ANY OUTPUTS; AND (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL STOKED SEAGULL'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF FIFTY DOLLARS ($50.00) OR THE AMOUNTS PAID BY YOU TO STOKED SEAGULL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

To the fullest extent permitted by law, you agree to indemnify and hold harmless Stoked Seagull and its officers, directors, employees, and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards, and expenses of any kind (including without limitation reasonable attorneys' fees and costs) arising out of or related to: (a) your breach of these Terms; (b) your content, including without limitation all Customer Content; (c) your violation of any applicable laws or regulations in connection with these Terms or the Services; (d) any payment dispute, chargeback, or reversal initiated by you or on your behalf; and (e) your use of unauthorized payment methods or fraudulent payment activity.

A. Informal Resolution. Before filing a claim against Stoked Seagull, you agree to attempt to resolve the dispute by first emailing us at ceo@useclacky.com with a description of your claim. We will try to resolve the dispute informally by following up via email, phone, or other methods. If we cannot resolve the dispute within sixty (60) days of our receipt of your first email, you or Stoked Seagull may then bring a formal proceeding.

B. Judicial Forum for Disputes. You and Stoked Seagull agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought exclusively in the federal or state courts located in the State of Delaware, subject to the mandatory arbitration provisions below. Both you and Stoked Seagull consent to venue and personal jurisdiction in such courts.

C. MANDATORY ARBITRATION (UNITED STATES RESIDENTS). You and Stoked Seagull agree to resolve any claims relating to or arising out of these Terms or the Services through final and binding individual arbitration by a single arbitrator, except as set forth under the “Exceptions” below. This includes disputes arising out of or relating to the interpretation or application of this Section, including its scope, enforceability, revocability, or validity. The arbitrator may award relief only individually and only to the extent necessary to redress your individual claim(s); the arbitrator may not award relief on behalf of others or the general public.

D. Opt Out. You can decline this agreement to arbitrate by contacting ceo@useclacky.com within 30 days of first registering your account or agreeing to these Terms.

E. Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Consumer Arbitration Rules. The arbitration will be held in the United States county where you live or work, Wilmington, Delaware, or any other location we agree to.

F. Exceptions. Either you or Stoked Seagull may assert claims, if they qualify, in small claims court. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement, without first engaging in arbitration or the informal dispute-resolution process described above.

G. NO CLASS OR REPRESENTATIVE ACTIONS. YOU MAY ONLY RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS, AND YOU MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE PROHIBITED.

H. Severability. If any part of this Section is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this Section will be unenforceable in its entirety.

We may modify these Terms from time to time, and will post the most current version on this page. If a modification meaningfully reduces your rights, we will notify you (by, for example, sending you an email or displaying a prominent notice within the Services). By continuing to use or access the Services after any modifications come into effect, you agree to be bound by the modified Terms. If you disagree with our changes, then you must stop using the Services and cancel all Paid Services.

These Terms will be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. However, some countries, including those in the European Union, have laws that require agreements to be governed by the local laws of the user's country. This paragraph does not override those laws.

Stoked Seagull respects the intellectual property of others. We respond to notices of alleged copyright infringement if they comply with the law, including the Digital Millennium Copyright Act of 1998. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Services, please notify us at ceo@useclacky.com. We reserve the right, in our sole discretion and in accordance with applicable law, to delete or disable content alleged to be infringing, and to terminate accounts of actual, apparent, or repeat infringers without any refunds.

These Terms constitute the entire agreement between you and Stoked Seagull with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. Stoked Seagull's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Stoked Seagull may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.