These Terms are a binding contract between you and Cutvey LLC.
If you are in the United States and using Cutvey for a business, Section 30 contains an agreement to resolve disputes by individual arbitration, a class action waiver and a jury trial waiver. You have 30 days to opt out of arbitration at no cost, and we will not treat you differently for opting out.
If you are a consumer, a sole trader, a small business in Australia, or an enterprise in the EU or the EEA, read Section 2A first. Much of this document is modified for you, and Section 30 does not apply to you at all.
Cutvey LLC is a Florida limited liability company whose principal place of business is Orlando, Florida ("Cutvey", "we", "us", "our"). Our address for notices is 7901 4th St N, Ste 300, St. Petersburg, FL 33702, USA. Our one contact address for everything (sales, support, privacy, legal and copyright) is [email protected].
These Terms of Service (the "Terms") govern your use of the Cutvey Service described in Section 3.
How you accept these Terms. You accept these Terms when you check the box or click the button presented next to a link to them: at sign up, on first sign in to a Cutvey Client, or when we ask you to accept a new version. We record each acceptance (the account, the email address, the date and time, the IP address and the version of the Terms accepted) and we will give you that record on request. If you have not accepted these Terms in that way, do not use the Service. Continuing to use the Service after a change takes effect under Section 35 is also acceptance of that change, but it is never the only way we obtain your acceptance.
Authority. If you use the Service on behalf of a company, agency, studio or other organization, you are telling us that you have authority to bind that organization, and "you" means that organization as well as you personally. If you do not have that authority, do not use the Service.
Documents that come with these Terms. These Terms bring in by reference the following, each of which we publish and keep current:
When any of these documents changes, the version it replaces will be kept at https://cutvey.com/legal/archive.
Some of those are lists that change with the business: the subprocessor list, the plan and pricing pages, and the app table. We may update those lists without publishing a new version of these Terms, and we keep them current at the URLs where they are published. If an update to one of those lists would increase what you owe, reduce what you get, or add a new subprocessor that processes personal data in your Workspace, we will tell you by email at least 30 days beforehand, and Section 35 applies to that change as if it were a change to these Terms. We will send you a copy of any of those documents by email on request, free of charge. The Acceptable Use Policy and the Copyright and Content Complaints Policy are not in that category: they have their own notice commitments, and we follow them.
We keep defined terms to a minimum. These are all of them.
Everything else means what it normally means in plain English.
You must be at least 18 years old and legally able to form a binding contract. The Service is built for businesses and is not directed at children. If we learn that an account belongs to someone under 18, we will close it and delete the data.
You must not use the Service if you are barred from doing so under the laws of the United States or of your country, or if you are a person or entity covered by Section 32.
These Terms are written for a worldwide audience under Florida law. Some countries give people extra rights that a contract cannot take away. This section explains what happens when the two meet, and it overrides every other section of these Terms, including Sections 8, 29, 30, 31 and 36.
You are a "Protected User" if any of the following is true.
What this means. If you are a Protected User:
If you are not a Protected User, the rest of these Terms applies to you in full and this section does not change it.
The "Service" means:
Changing and retiring features. We improve, add and retire features as the product develops. We will only change or remove a feature for a valid reason: to keep the Service secure or compliant with the law, to replace a third party component we can no longer use, to fix something that does not work, or because a feature is used by very few customers and the effort to maintain it is better spent elsewhere. Changes like that never cost you extra.
If we permanently remove or materially reduce a feature, and that has more than a minor negative effect on your ability to use or access the Service, we will tell you by email at least 30 days beforehand, saying what is changing, when and why. You may then end your subscription free of charge at any time within 30 days of that notice, or of the change taking effect if that is later, and we will refund the part of what you have already paid that covers the period after your subscription ends, calculated pro rata by whole days. You do not have to use that right; you can also just keep going. That refund is your only remedy for a feature change.
We will keep supplying the updates, including security updates, needed to keep the Service working as described for as long as your subscription lasts.
The Service is software. It is not a bank, a payment processor, a law firm, an accountant, a talent agency, an insurer or an escrow agent, and nothing in the Service is legal, tax, accounting, insurance or other professional advice.
We sell software. If we ever sell a physical product, it will be sold under separate terms published with it, and these Terms will not govern it.
Availability. We aim for the Service to be available at all times other than during maintenance. We do not offer a contractual uptime commitment or service credits on the plans described in Section 7, and Section 29.1 applies to availability. An Enterprise customer may agree an uptime commitment with us in an order form, and where it has, that order form controls for that customer.
Maintenance. We may suspend the Service for maintenance. For planned maintenance we give at least 48 hours' notice by email or in the product, we schedule it outside 08:00 to 20:00 United States Eastern time where we can, and we keep it as short as possible. Emergency maintenance for a security or stability problem may happen without notice, and we tell you as soon as we can. Maintenance carried out this way is not a failure to supply the Service.
Support is by email to [email protected], in English, for the people in your Workspace. We aim to answer within one business day. We do not guarantee a response time unless an order form says otherwise.
Support covers questions about how the Service works, faults in it, and account and billing matters. It does not cover your hardware, your network, your third party integrations, training, data entry, migration work, or advice about your contracts, your taxes or the law. We may agree paid assistance for work beyond that, always quoted in advance.
We want Cutvey to be usable by people with disabilities, including the clients and crew who only ever see a link you sent them. We work toward the Web Content Accessibility Guidelines 2.1 at level AA, we test against them, and we treat an accessibility defect as a defect like any other.
We claim no certification. We have not obtained a third party accessibility audit, and we do not claim a conformance level. What we claim is what this section says.
Tell us about a barrier. Email [email protected] with ACCESS in the subject line. Say what you were trying to do, what stopped you, and what assistive technology you use. We acknowledge within 5 business days and tell you what we are going to do and when. If we cannot fix something quickly, we will offer you another way to do the same thing.
If you are in the European Union, the European Accessibility Act (Directive (EU) 2019/882) as implemented where you live gives you the right to complain to your national enforcement authority and to bring the matter before your courts. Using the route above first costs you none of those rights.
A Cutvey Client is a free application for the same Cutvey account: today that includes the Cutvey app for iPhone, iPad and Mac. Cutvey Clients are not sold, and there is nothing to buy inside one. You sign in with the same passwordless email code you use on the web, accept these Terms on first sign in, and see the same Workspace data. Your right to use a Cutvey Client lasts as long as your Cutvey account is in good standing and ends when your account ends.
Section 33 contains the additional acknowledgments Apple requires for any of our applications distributed through the Apple App Store, including Cutvey Clients.
Passwordless sign in. Cutvey has no passwords. We send a one time code to your email address. This means your email account is the key to your Cutvey account. You are responsible for keeping control of that email account, and for everything done through any sign in you or your Workspace enables.
Because email is the key, protect it. Turn on two factor authentication for every person in your Workspace who can send a document, issue an invoice or unlock a delivery, and use it on your email account too. We will never ask you for a sign in code. We will never change your bank or payout details, because we do not hold them: they are in your own account with your payment provider. If someone gains control of an email address that can sign in to your Workspace, they can do anything that address could do. Losses arising from a compromise of your own email account, your own devices, or credentials you shared are yours and not ours, except to the extent we caused the compromise. Tell us at [email protected] the moment you suspect it, and tell your clients before they pay anything.
Two factor authentication. You can turn on time based one time password (TOTP) two factor authentication. We strongly recommend it, particularly for Workspace owners and anyone who can move money or send documents. If you lose your second factor and your recovery codes, we may not be able to restore access, and we are not liable if we cannot.
If you are locked out. If you lose your second factor and your recovery codes, we may be able to help, and we may not. We decide what proof we need, and we may refuse. We will never restore access to an email address other than the one already on the account. For an account with only one Workspace owner, we will never accept proof of identity in place of control of that address. The reliable route is to name a second Workspace owner today, before you need one, and we ask you to do that now.
Trusted devices. When you sign in on a Cutvey Client you can mark a device as trusted so it stays signed in. You are responsible for the devices you trust. You can list and revoke trusted devices in your security settings, and you should revoke any device you lose or dispose of.
People you invite. You are responsible for the acts and omissions of your Workspace members within your Workspace as if they were your own. For your crew, your clients and other people you invite or send a link to, you are responsible for choosing who to invite, for what you make available to them, and for removing their access when it should end, and you are responsible for their acts and omissions in your Workspace to the extent those acts and omissions were within the access you granted, were within your control, or you knew about them and did not act. You are not responsible for what someone does after breaking into your Workspace through no fault of yours, or for something we caused. Your responsibility under this paragraph is subject to Section 29.2.
Telling us about problems. Email [email protected] immediately if you suspect unauthorized access to your account, your Workspace or your email.
Support access. Our support staff, and any support provider named on our subprocessor list, can view a Workspace, at your request or where we need to investigate a fault, a security issue or abuse. It is a deliberate policy, not a technical restriction, so we make it visible: support access shows as a banner in the product, and every session is recorded in your audit log, where you can see it.
Use of support access, or of server level administrative access, by our personnel or a support provider for any purpose other than operating, securing or repairing the Service, or answering a request you made, is unauthorized. If it happens we treat it as a personal data breach, we tell you under our Data Processing Addendum, and we tell you what was seen.
A Workspace belongs to the organization that created it, not to the individual who happened to click "create". Owners and administrators control membership, roles and permissions.
When a person leaves. If a Workspace member leaves, is removed, or stops working with you, the Workspace and everything in it stays with the organization. The departing person keeps their own personal Cutvey identity (their email based sign in) but loses access to the Workspace. Content a member created inside the Workspace belongs to the organization, not to the member.
We are not the referee. If two or more people claim to control the same Workspace (co-founders who fall out, a partnership that dissolves, a divorce, or a disputed sale of a business), we are not in a position to decide who is right, and we will not. If we receive competing instructions we may, at our discretion and without liability to anyone:
We will act on the record we have: the Workspace owner of record, the paying account, and the entity named in the billing details.
Costs. If responding to a Workspace dispute takes real time or legal cost, we may recover our reasonable out of pocket costs of responding, up to US$2,500, from the Workspace, and we will tell you and give you an estimate before we charge anything. We will not recover costs caused by our own error, and we will not recover costs from a Protected User except where a court orders it. We recover costs only from the claimant whose conduct caused them, or as a court or arbitrator directs, and not from a Workspace whose owner played no part in the dispute. Under Florida law this right is reciprocal: if you prevail in an action to enforce or defend against it, you may recover your reasonable legal fees from us on the same basis.
If a sole owner dies or becomes incapacitated. We will transfer control of a Workspace to a person who provides satisfactory proof that they are entitled to it (for example letters of administration, letters testamentary, a court order, or corporate records showing they are now the officer of the owning entity). Where the paperwork leaves any real doubt about who is entitled, we may ask the person requesting the transfer to confirm in writing that they will cover us if someone else turns out to have a better claim.
Bereavement hold. If anyone tells us in writing that the sole owner of a Workspace has died or lost capacity, and the claim is credible on its face, we put the Workspace on hold. A hold does all of the following.
Nobody gets access during a hold. Access is restored only on the proof described above. There is no charge for a hold and no refund of anything already paid. When the 12 months end, or when control is transferred, the ordinary rules in Sections 8 and 22 resume, and we will email the last known contact for the Workspace before they do. If we are told that probate or a guardianship is still running, we will extend the hold. Tell us at [email protected] with BEREAVEMENT in the subject line.
We strongly recommend that you name a second owner in your Workspace today, because that is far faster than probate.
A person who is not a Workspace owner. Where a person who held only a seat, or only a free tier account, dies, their personal account data is deleted on proof of death, and the Workspace records their employer holds stay with the employer. We will give a personal representative a copy of the personal data we hold about the deceased person as controller, on the same proof. We will not give them access to a Workspace belonging to someone else.
Plans, prices and included allowances are on our pricing page, and that page is part of these Terms. Today they are a free tier for individual crew, and the Solo, Team, Studio and Enterprise paid plans. Each paid plan includes a number of team seats, storage, AI usage and native app activations, as stated on that page. The free tier does not include the paid features, and we may change what it includes or withdraw it, with 30 days' notice by email if you are using it.
Free trial. New Workspaces get a free trial of the full product without a payment method. The standard trial is 14 days; the length that applies to you is shown when you sign up, and a trial started through a referral link may be longer. When the trial ends the Workspace locks until you choose a plan. Trial data is not deleted the moment the trial ends; it follows the retention rule in Section 22. We may change the length of the trial, limit it to one per person or business, or require a payment method before a trial starts, and we may refuse or end a trial we believe is being cycled to avoid paying.
Referrals. We may run a referral program that gives a longer trial to people who sign up through a member's link, and free time to the member who referred them. The rules, including how a referral qualifies and how long the reward is, are on the referral page in the product and may change. Rewards are credited as free time, never as cash, and never as a refund. We may withhold or withdraw a reward for a referral we believe is not genuine, including a referral of yourself, of another Workspace you control, or of an account that does not stay on a paid plan.
Allowances. Storage, AI usage, email sending and API calls are metered against your plan. If you go over, we will tell you. You can buy more storage at any time from Plan and Billing. For every other allowance, upgrading your plan is the way to get more. We may throttle or pause a metered feature while you are over its allowance.
Storage is the exception: when your storage is completely full we stop new uploads and new records until you free space, buy more storage, or upgrade. Viewing, downloading, deleting, invoicing and billing keep working.
If your Workspace holds more than the free tier's storage when your paid plan ends, we will tell you, give you 30 days to download or delete files or resubscribe, and after that we may delete files above the cap, oldest first.
Read this section carefully. It describes an automatically renewing subscription. If you are a Protected User, this section is modified by Section 2A and Schedule A.
We may change prices. We will give you at least 30 days' notice by email before a price change affects you, and the new price applies at your next renewal, never in the middle of a period you have already paid for. If you do not want the new price, cancel before that renewal.
Upgrades take effect immediately, with a prorated charge for the rest of the current period. Downgrades take effect at the end of the current period. Storage add ons are charged every period until you remove them; to remove one, email [email protected] and we will drop it from your next invoice. If we agree to let your Workspace run over an allowance, we may bill the overage at the rate on our pricing page, on your next invoice.
Consumers. If you are buying as a consumer, the price we show you at checkout is the total price you pay, including any VAT, GST or similar tax that applies where you live. There is nothing added later.
Businesses. If you are buying for a business, prices are shown excluding tax, and any VAT, GST or similar tax is added at the applicable rate, or, where a reverse charge applies, accounted for by you. If you are a business established outside the United States and the tax rules where you are place responsibility for the tax on you (for example the reverse charge for a business customer in the EU or the UK), we do not charge you the tax and you account for it yourself. Please give us your VAT, GST or equivalent registration number so we can record it and endorse your invoice "Reverse charge". If you do not give us a number and we cannot otherwise satisfy ourselves that you are in business, we will treat you as a consumer and charge tax at the rate that applies where you are.
You are responsible for all sales, use, VAT, GST and similar taxes, other than taxes on our net income. If a tax authority later decides that tax was due on a supply we treated as exempt or reverse charged, and that is because of information you gave us that was wrong or out of date, you will reimburse us for that tax. You will not reimburse us for any tax, interest or penalty that results from our own error, and this paragraph does not apply to you if you are a Protected User.
Currency. All prices are in United States dollars and all payments are made in United States dollars, unless a checkout page shows you another currency, in which case that currency applies to that purchase. If your payment method is denominated in another currency, your bank or card issuer sets the exchange rate and may add its own conversion or cross border fee. That fee is yours, we do not receive it, and it does not change the amount you owe us.
Withholding. Amounts due to us are paid free of any deduction or withholding. If the law where you are requires you to withhold tax from a payment to us, you will increase the amount you pay so that we receive the full amount we invoiced. That does not apply where you give us a valid tax residency certificate or another document that lets us reduce or remove the withholding under a treaty, and you send us the withholding receipt. This paragraph does not apply to you if you are a Protected User.
If a payment fails we will retry it and email you. If it is still unpaid after our retry schedule, we may suspend the Workspace, and then terminate it under Section 34. You remain liable for amounts owed. Overdue amounts may accrue interest from the due date at the lower of 1.5% per month and the highest rate the law where you are allows. If you are a Protected User, interest accrues only at the statutory rate that applies where you live, and we will always email you at least 14 days before we take any collection step.
After a suspension for non payment we may require the arrears and the next period to be paid before we restore access, and we may require a valid payment method to stay on file as a condition of an active subscription.
As a rule, what you buy from Cutvey is non refundable. That covers subscription plans, storage and other add ons, and licenses for our native apps bought through us. We do not credit unused time, unused allowances, partial months or years, downgrades, or periods when you did not use the Service. If you cancel, you keep access for the period you have already paid for.
We can take that position because nobody pays us before trying the product: every new Workspace gets the full product free for the trial period, with no payment method, and you only ever pay after deciding it works for you.
Two things we do refund. If we permanently remove a feature that was a core part of the plan you paid for and that materially reduces the value of your plan (Section 3), or if we discontinue the Service (Section 34), you may cancel and we will refund the unused portion of anything you have already paid for the period after the change or the shutdown takes effect, calculated pro rata by whole days. We pay it within 30 days, to the payment method you used or by another route if that method no longer works.
Refunds the law requires. If you are a Protected User, see Section 2A and Schedule A before you read this section as final. In particular:
Section 32 explains the one case in which we cannot pay a refund at all, which is where sanctions law prohibits us from paying you.
Purchases you make through the Apple App Store are not sold by us. Apple handles refunds for those under Apple's own rules and through Apple's process, and Apple alone decides them. This does not affect any right you have against us under the law where you live.
Please email [email protected] before you dispute a Cutvey charge with your card issuer. Almost every billing question is solved in a day, and a chargeback takes weeks and costs both of us money.
If you do dispute a charge, we will not suspend your Workspace or block your access to your data while the dispute runs, and you will always be able to export. If the amount in dispute remains unpaid after the issuer resolves the dispute in our favor, it is treated as an unpaid amount under Section 8.5, and we may then recover the dispute fee the card networks charged us for that chargeback. We will not charge that fee where the dispute is resolved in your favor, where the charge was actually fraudulent, where you told us about the problem first and gave us a chance to fix it, or where you are a Protected User. Nothing in this section limits any right you have under law or under card network rules.
If you are a consumer in the European Union, the European Economic Area or the United Kingdom, you have 14 days from the day you subscribe to withdraw from the contract, without giving a reason. That is in addition to the free trial, which happens before you pay anything.
Some United States states give subscribers extra rights about automatically renewing contracts. Where you live in such a state, those rights apply to you in addition to this Section 8, and where a state rule and this Section 8 differ, the state rule wins for you. In particular: we send the annual renewal reminder in Section 8.1 to every subscriber on a plan with a term of one year or more, whatever state you are in; we accept cancellation online through the same medium you used to subscribe; and we will honor any statutory cancellation or refund right your state gives you that these Terms do not already give you. Tell us at [email protected] if you think a state rule applies and we have not applied it, and we will fix it.
This is the most important thing to understand about payments in Cutvey.
When your client pays an invoice you sent through Cutvey, the payment is processed by the payment provider named on our subprocessor list, which today is Stripe, and settled into your own account with that provider, which you open and control under your own agreement with it. You are the merchant of record for that transaction. The funds never enter an account owned or controlled by Cutvey, we have no ability to direct, hold, delay or reverse them, and we do not take a percentage of them. We do not currently charge any fee on payments you collect; if we ever introduce one, we will tell you before it applies to you and you can cancel under Section 8.
We will never hold your money. Cutvey will not receive, hold, convert or transmit money or digital assets on your behalf, in any currency. That is a standing commitment, not a description of how the product happens to work today.
Because of that:
The Service lets you send proposals, contracts, change orders and releases for electronic signature, and lets your clients and crew sign them.
We provide the pen, not the contract. The agreement created when your client signs is between you and your client. Cutvey is not a party to it, does not guarantee it, and has no obligation under it.
Not legal advice. Our document templates, starter proposals, contract clauses, release forms and AI assisted drafting are general purpose starting points provided as is. They are not legal advice, they are not reviewed for your jurisdiction or your deal, and we do not warrant that any document is valid, enforceable or suitable. Have a lawyer review anything you rely on.
Some clauses that appear in general purpose templates are unenforceable, or unlawful, in particular states and countries. Non competes, liquidated damages, non refundable deposits, mandatory arbitration with a consumer, and limits on liability are the common examples, and the rules differ by state. Our templates are drafted generically and are not adjusted for where you or your client are. Before you send a template to anyone, have it reviewed where you do business.
Signing across borders. If the person signing is a consumer outside the United States, the law where they live usually overrides the governing law, venue, arbitration and cancellation terms in your own document, whatever it says, and often gives them a statutory right to cancel. A Cutvey signature is valid; your clause may not be. Get your contract reviewed before you use it with clients abroad.
Electronic signature. We have built the signing flow around the consent and attribution requirements of the US federal ESIGN Act (15 U.S.C. ch. 96), the Uniform Electronic Transactions Act as adopted in the states, and Florida's electronic signature law (Fla. Stat. ch. 668). Retaining a signed record is yours and your signer's, not ours: see Records below. For each signature we record an audit trail: the signer's name, the signature they drew or typed, the date and time, and the IP address the signature came from. Where the document was sent to a named recipient, we also record that recipient's email address. We make that audit trail available to you as a PDF, and we email a copy of the completed document and its signing record to every signer.
Whether a particular signed document is valid and enforceable depends on the document, the parties, the transaction and the law where the parties are. Those are matters for you and your lawyer, not for us. What we promise is the flow and the record, not the outcome of your contract.
What we do not do. We do not apply a digital certificate, a cryptographic seal or a tamper evident hash to a signed document today, and we do not offer a qualified or advanced electronic signature under any national scheme. The audit trail is our record of what happened at the moment of signature. If your transaction needs more than that, use a service that provides it.
Union and guild agreements are a separate question. Where you work under a collective bargaining agreement, the union may require its own form, its own method of execution, filing with the union, or retention for a period the agreement sets. Cutvey does not know your collective bargaining obligations, does not check them, and satisfying them is yours.
Electronic signature consent. You consent to do business with us electronically. Each person who signs a document through the Service gives their own consent to sign electronically at the time they sign, through the disclosure and the affirmative consent step described in the Cutvey Terms for Invited Users, and we record that consent. You cannot give that consent for them, and you must not tell a signer that they have no choice: every signer can ask you for a paper document instead.
Some documents cannot be signed electronically. Wills, codicils, testamentary trusts, and certain family law, court, notice of default, eviction, foreclosure, insurance cancellation and hazardous materials documents are excluded from ESIGN. Outside the United States, some documents need a handwritten signature, a notary, or a qualified or certified electronic signature under a national scheme (for example section 126a of the German Civil Code, or ICP-Brasil in Brazil). Cutvey provides a simple electronic signature and does not check any of this. Do not use Cutvey for those documents.
Signer identity. We verify that a signer had access to the email address or signing link you sent. We do not verify government identity, authority to bind a company, or capacity. If you need stronger identity assurance, use a service that provides it.
We do not record a signer's job title or their authority to bind an organization, unless the document you send asks for it in the document itself. If that matters to your deal, put the question in the document.
Signing on your own device. Where a document is signed on a device you control, rather than on a device the signer controls, the IP address and the device information in the audit trail are yours and not the signer's, and the record will look that way to anyone who reads it later. We do not evidence that a signer read the document, understood it, was sober, was under no pressure, or could read the language it was written in. If any of those could be questioned later, use a witnessed paper signature.
Records. Signed documents and their audit trails live inside your Workspace and are downloadable as PDF at any time. They are deleted with the Workspace under Section 22, and so is the audit trail. We keep nothing after a customer leaves. That is why we email a copy of every completed document and its signing record to you and to every signer at the moment it completes, and why the signing page tells the signer to download or email themselves a copy. Download and keep your own copies of signed documents. Do not rely on Cutvey as your archive, because after a Workspace is deleted we cannot produce a signed document or prove a signature for you or for anyone else.
If a signature is challenged. If a client, crew member or third party disputes a signature, we will, on your written request, provide the audit trail we hold, if the Workspace still exists. That is the extent of our involvement. We will not appear as a witness, provide an expert opinion, or take a side, unless a court or arbitrator compels us to, in which case Section 29.3 applies to our costs.
If you need it, we will provide a written certification of an audit trail as a record kept in the ordinary course of our business, for use under Federal Rule of Evidence 902(13) or 902(14) or its equivalent. We charge our reasonable cost for it, we tell you the cost first, and providing it is the whole of our involvement.
Release features let you collect signed permissions from talent, crew, minors' guardians, property owners and location managers.
You are responsible for using the right release for the shoot, for the jurisdiction and for the use you intend, for collecting it before you use anyone's likeness or anyone's property, and for handling minors correctly. Our release templates are starting points, not legal advice. Cutvey is not a party to any release and makes no representation that a release you collect is sufficient.
Minors. You must not ask a person under 18, or under the age of majority where they live, to sign a document through Cutvey. Where a release covers a minor, the person who signs it must be the minor's parent or legal guardian, signing in that capacity, and you are responsible for confirming that they are. We do not check age or relationship, and a document signed by a minor may not be binding.
A guardian's signature is often not the whole of what the law requires for a minor performer. Depending on where you shoot, you may also need a work permit, a court approved contract, a trust account for the minor's earnings, or the signature of both parents or of a court appointed guardian. California and New York are the common examples. Cutvey does not check any of that, our templates do not provide it, and obtaining it is yours.
Location authority. A location release is only as good as the signer's authority over the property. A manager, a tenant or an event organizer often cannot grant filming rights that bind the owner. We do not verify anyone's relationship to a property. Confirm authority yourself before you shoot, and get the owner's signature where a manager's is not enough.
You can deliver files to clients through the Service, and delivery is gated on money collected.
What the gate actually does. Files unlock for your client when the final invoice is paid, or when your client approves a cut and the project is settled in full. It is a display rule we apply to a number our system already holds: we read the payment status your payment provider reports and the payments you record by hand, compare them to the condition, and unlock or keep locked accordingly. We never hold your client's money and we never decide who is entitled to it. If you and your client disagree about whether a payment was made or what was owed, that is between you.
A payment your provider confirms unlocks the delivery on its own. Nobody at Cutvey does anything, and nobody at Cutvey has to.
A payment you record by hand also unlocks the delivery. A wire, check, cash, Zelle or ACH entry you type in counts toward the gate in the same way as a confirmed payment. We do not verify that it happened. Recording a payment that has not cleared will release your files. Restrict who in your Workspace can record a manual payment, check your bank before you record one, and remember that recording one is your own deliberate act. Every manual entry is written to your audit log with the person, the amount and the time.
Who owns a locked file. Locking is a display rule, not a claim of ownership. The gate gives Cutvey no interest in your files and transfers nothing to your client. Ownership of a deliverable is decided by your contract with your client and by law, not by us and not by whether the gate is open. The files stay yours throughout, and you can release them to your client at any time from the delivery screen, whatever the invoice says.
When the standoff does not end. If you and your client cannot resolve a gated delivery, either of you may send us a court order, an arbitral award, or a written instruction signed by both of you, and we will give effect to it. That is the only route by which we will release a locked delivery to anyone other than you, and we will notify the other side before we act unless the order forbids it. If your subscription ends while a delivery is gated, Section 22 says who we tell before the Workspace is deleted.
We do not guarantee that the gate holds against every possible sequence of events, and you should not treat it as your only protection against non payment. Cutvey is not responsible for deliverables released early, released late, or not released, or for the commercial consequences.
Keep your own masters. The Service is a delivery and collaboration tool, not an archive and not a backup service. You are responsible for keeping your own copies of irreplaceable footage and finished work.
Cutvey shares things by tokenized link: review links, proposal links, invoice links, portal links, gallery links, delivery links, call sheet links.
These are bearer links. Anyone who has the link can use it, within the limits you set. We do not know who is holding a link. You decide who receives each link, and you are responsible for that choice and for onward forwarding by the people you send it to.
Controls we give you, and that you should use where they are offered, include expiry dates, passcodes, watermarking, disabling download, limiting a document to named recipients, and turning a link off. Which of these applies depends on what you are sharing; the sharing screen shows you the controls for that item. Some documents, for example a proposal once named recipients exist, are deliberately read only on the generic link and can only be signed on the recipient specific link.
Do not put anything in a link protected page that would seriously harm you if a stranger saw it.
Call sheets deserve special care. A call sheet usually carries other people's home addresses, personal mobile numbers and sometimes their dietary or medical notes. It is the most commonly forwarded document in production. Set an expiry on a call sheet link, keep it to the people who need it, and do not put a home address on a link that goes to a group you do not control.
If you send something to the wrong person. Turn the link off first, from the sharing screen. That takes effect immediately and any copy of the link stops working. Then email [email protected] with URGENT LINK in the subject line, including the link. We will confirm that it is dead, tell you what access we can see recorded against it, and purge any cached copy we control. We treat that as an emergency at any hour. We cannot recover a file that someone has already downloaded.
The Service sends email on your behalf (proposals, invoices, reminders, call sheets, delivery notices) and can receive email into your Workspace.
Some features use large language models to draft, summarize, extract, classify and answer questions, using inputs you direct.
If your plan includes white label features, you can serve the client facing parts of Cutvey from your own domain and under your own brand.
We offer APIs, webhooks and integration surfaces, including Zapier style automation.
Enterprise plans can connect an OpenID Connect identity provider. SSO signs in people who already have a seat in your Workspace; it does not create seats and does not change your billing. You are responsible for your identity provider's configuration and security, and for removing people there when they leave. If your identity provider is misconfigured or unavailable, sign in may fail, and that is not an outage on our side. Email code sign in is never disabled, so Workspace owners always have a way back into their own data.
Your plan includes access to our separate native applications. How many activations you get, which apps are covered, and what one activation covers for each app, are set out in the app table on our pricing page, which we keep current and update as we release new apps and change plans. Broadly: for apps sold as a universal purchase across iPhone, iPad and Mac, each of your qualifying paid team seats can activate the app for one person on a small number of that person's own devices. For apps licensed per workstation, your plan includes a pool of activations and one activation covers one computer, because the workstation is the licensed resource.
Changes that reduce the activations included in a plan you are already paying for take effect at your next renewal, and we tell you at least 30 days beforehand.
You own your content. Customer Content is and remains yours. That includes footage, cuts, stills, documents, proposals, contracts, client and crew records, notes, messages and everything else you put in or generate.
The license you give us. You grant Cutvey a worldwide, non exclusive, royalty free license to host, store, copy, transcode, cache, transmit, display and back up Customer Content, and to create derived technical artifacts such as thumbnails, proxies, previews, waveforms and search indexes. We may use that license for two purposes only: to operate, secure, support and troubleshoot the Service, and to do what you direct, for example streaming a cut to a client you shared it with, or sending a proposal to a recipient you named. The license ends when the content is deleted, except for backup copies that age out on our ordinary backup schedule.
What we do not do. We do not sell your content, we do not use it to train AI models, we do not use it for advertising, and we do not access it except as described in the Privacy Policy and in Section 5.
Your promises about your content. You represent that you have all rights needed for the content you upload and share, including footage, stills, music, fonts, stock, talent likenesses, location permissions and third party marks, and that your use of the Service complies with the law, including privacy law covering the personal information of your clients, crew and talent.
Music. Music is the most common source of a rights complaint in this industry. A license you hold for one use, such as a personal edit, a festival cut or a social clip, usually does not cover another, and a stock or subscription license usually names the licensee and the project. Record the license you are relying on against the delivery, and remember that a claim over an unlicensed track can be brought against your client as well as against you.
Other people's confidential material. Some of what you upload will belong to, or be confidential to, your client or a third party. You are responsible for having the right to put it into a third party service at all, including under any non disclosure or vendor approval obligation you owe. Cutvey does not accept, and does not agree to, confidentiality obligations owed to anyone other than you. If your client's agreement requires an approved processor, a named facility restriction, an air gap, or a security standard beyond what Section 21 and the Data Processing Addendum describe, Cutvey is not the right place for that material.
Biometric analysis is yours. If you run face recognition, voice identification or similar biometric analysis over material you hold in Cutvey, whether with your own tools or a third party's, you are the one collecting biometric information. The notice, written consent, retention schedule and destruction duties under laws such as the Illinois Biometric Information Privacy Act and the Texas Capture or Use of Biometric Identifier Act are yours.
Feedback. Notwithstanding Section 28, if you send us ideas, suggestions, feature requests or bug reports, you grant us a worldwide, non exclusive, royalty free, perpetual license to use them to operate, improve and promote our products. We do not take ownership of anything you send, and this does not affect moral rights or any other right that the law where you live does not allow you to give up. Please do not send us anything you consider confidential as feedback.
Usage data. We collect data about how the Service is used (which features, how often, performance, errors, device class, operating system version, application version and coarse country) so we can decide where to spend development effort. By default this data is aggregated or anonymized and is not tied to an identified person. We tie usage to an account only where it is needed to run the Service, meter your plan, enforce activations, detect abuse or bill you, or where you have asked us to, and you can withdraw that at any time by emailing [email protected].
We may create statistics that are aggregated and irreversibly anonymized, so that neither you, your Workspace, your clients nor any individual can be identified from them or by combining them with anything else, and we may use and publish those statistics, including in benchmarks and marketing. We publicly commit not to try to reidentify them and we require anyone we share them with to do the same. Where the underlying data is personal data in your Workspace, we create those statistics only as the Data Processing Addendum permits.
Our Privacy Policy explains what personal data we collect and why.
For the personal data you bring into your Workspace about your clients, crew, leads and talent, you are the controller (or business) and we are the processor (or service provider). Our Data Processing Addendum, published at https://cutvey.com/legal/dpa, is incorporated into these Terms and applies automatically. It includes the required processor terms, the standard contractual clauses and the UK addendum for transfers out of the EEA and the UK, and it points to the subprocessor list.
For the personal data of account holders, prospects and website visitors we are the controller.
Where data lives. The Service is hosted in the United States. By using it you understand that your data and your clients' data are processed in the United States.
Where we are. We are established in the United States and have not yet appointed a local representative in the European Union or the United Kingdom. Contact us directly at [email protected] about anything to do with how we handle your personal data; we will name a representative in our Privacy Policy if we appoint one.
Security. We use encryption in transit, per Workspace isolation, role based access control, sealed storage for credentials you connect, and an audit log of significant actions. Files and backups are encrypted at rest by our storage provider, using keys that provider manages; we do not currently encrypt backups ourselves before they leave our servers, and the Data Processing Addendum says so in the same words. No system is perfectly secure. We will notify you of a personal data breach affecting your Workspace without undue delay after we become aware of it, and in any event within the time required by Florida Statutes section 501.171, by the Data Processing Addendum, and by any other law that applies, whichever is shortest. We do not currently hold a SOC 2 report or any other security certification, and you should not assume that we do.
Regulated content: health and education. Cutvey is not a HIPAA business associate, will not enter a business associate agreement, and is not designed to hold protected health information. Do not use the Service as a system of record for it. Where a shoot for a healthcare client captures identifiable patients, the consent, the authorization under 45 CFR 164.508 and the limits on use are your client's and yours. Keep that material governed by them, and hold only what your client's authorization permits.
The same applies to student records governed by FERPA. We are not a school official, we do not accept the obligations of one, and consent for filming students is yours to obtain. None of this stops you from storing ordinary production footage that happens to include a patient or a student who has signed a release; it stops you from using Cutvey as the record system for their medical or education records.
We require legal process. We do not hand over your Workspace, your files or your account records because someone asks, however good the reason sounds. We require valid legal process, served on us at the address in Section 37, and we respond only to what that process actually compels.
Civil subpoenas. United States federal law, 18 U.S.C. 2702(a), prohibits us from disclosing the contents of your communications and files to a private party in a civil case, including under a subpoena, and we will not do so. If a private party wants the contents of your Workspace, they must obtain them from you, not from us. Where a civil subpoena seeks only basic account records, we will tell you before we respond and give you a reasonable opportunity to object, unless a court orders otherwise.
Government requests. For records we hold for you as a processor, we tell the authority that you are the right recipient of the request. For content, we require the process the law requires for content. We review every request, we object to one we believe is overbroad, defective or unlawful, and we disclose only what we are compelled to disclose. We cannot promise to litigate every request.
We tell you where we lawfully can. If we are barred from telling you, we tell you as soon as the bar lifts, and we ask the authority to shorten or end a non disclosure order where we believe there are grounds. Where a delayed notice order under 18 U.S.C. 2705(b) expires and is not extended, or a non disclosure requirement attached to a national security letter is terminated, we notify you then.
Requests from outside the United States. We are a United States company and our data is in the United States. A request from an authority outside the United States reaches us only through United States legal process, through a mutual legal assistance treaty, or through an agreement the United States has entered into. We do not respond directly to a foreign authority's demand.
Emergencies. We may disclose without notice where we believe in good faith that disclosure is necessary to prevent death or serious physical harm, and we will tell you afterwards where we lawfully can.
Preservation. A letter from a private party demanding that we preserve something is not legal process. We forward it to you and take no other action, though Section 22 explains when we may place material on hold instead. We do preserve records on a preservation request from a governmental entity under 18 U.S.C. 2703(f), and on your own written instruction, and we tell you where we are permitted to.
Costs. We may charge our reasonable cost of responding to legal process about your Workspace, and we tell you the amount first where we are permitted to tell you anything at all.
We keep a record. We record every request we receive and, so far as the law allows, we will tell you on request whether we have received one about you. The Data Processing Addendum says how this works for personal data we process for you, and the Privacy Policy says how it works for data we hold as controller.
While your account is active, we keep your data.
After a subscription ends or a trial lapses, we keep the Workspace for 60 days so you can reactivate or export it, warn you by email as that deadline approaches, and then delete it. Before we delete a Workspace we also email the client and crew recipients named on any delivery, gallery, signed document or open invoice in it, telling them the date the material will be deleted, that they should ask the Workspace owner for a copy, and how to ask us for a hold.
Self serve deletion. The Workspace owner can delete the Workspace. Deletion requires an emailed confirmation code and then a 7 day cooling off period, during which the deletion can be canceled. After that, deletion proceeds. Deletion removes signed documents, releases and delivery records that other people may be relying on. If we are told in writing, before deletion completes, that specific material in the Workspace is the subject of a dispute or a proceeding, we may place that material on hold under the legal hold bullet below rather than delete it, and we will tell you that we have.
Legal hold. If you need us to stop the automatic deletion of your Workspace because you are under a duty to preserve records, email [email protected] with LEGAL HOLD in the subject line, before the deletion date, and tell us what to hold and why. We suspend deletion of the Workspace while the hold is in place, we bill the Workspace at its plan rate while we do, and we lift the hold when you tell us to in writing.
We may also place material on hold ourselves, where we receive valid legal process, or a written notice from a person with a genuine claim identifying specific material and the proceeding it relates to. Material on hold is excluded from Workspace deletion, from the retention clock in this Section, and from the ordinary backup expiry, and it is kept only for as long as the hold requires. This applies to messages, comments and audit entries as well as to files. We will tell you that we have done it where we are lawfully permitted to. We do not place a hold simply because a third party asked us to.
Dormant free accounts. If a free tier Workspace has had no sign in for 12 months, we email the owner at 12 months, at 13 months and at 14 months. If there is still no sign in, we delete the Workspace 15 months after the last sign in. Export stays available throughout. A Workspace that is being paid for is never deleted for inactivity.
Deletion. When a Workspace is deleted we remove its records from our database and delete its files from our file storage. Copies in encrypted backups age out on our ordinary backup schedule; a copy of deleted data may persist in a backup for up to 30 days after deletion.
Records we must keep. Our billing and tax records for your account are kept as the law requires; those live with our payment processor and are not part of your Workspace. If we are legally required to preserve something in your Workspace, for example under a court order, we will tell you where we are permitted to.
Export. You can export your Workspace data from Settings at any time. The export is a machine readable file of your records: clients, leads, projects, proposals, invoices, contracts, crew and bookings, together with signed documents and their signing records. Media files are downloaded separately, from the project and gallery pages. After your account ends, we keep your export available to you for 60 days, free of charge, and we will send it to you on request within that period if the in product route does not work for you. After the 60 days the data is deleted and we usually cannot recover it, so export before you cancel or delete, and keep your own copies of anything irreplaceable.
You can move off Cutvey at any time, and we will help.
Your use of the Service is subject to the Cutvey Acceptable Use Policy, published at https://cutvey.com/legal/aup and incorporated here. In particular, and without limiting that policy, you must not:
We may remove content and suspend access where we reasonably believe this section or the Acceptable Use Policy has been breached, with notice where practicable and immediately where it is not.
If anything in this Section 23 and anything in the Acceptable Use Policy conflict, the Acceptable Use Policy controls, and the list in this section is a summary of it, not a separate set of rules.
Testing your own Workspace. You may test the security of your own Workspace with our written agreement, which we will not unreasonably withhold, once in any twelve month period. Ask at [email protected] at least 10 business days beforehand, with the scope, the dates, the source addresses and the name of the tester, and wait for our answer before you start. Testing must stay inside your own Workspace, must not target another customer's data or our shared infrastructure, must not include denial of service or load testing, and must stop if we ask you to stop. You give us the full findings, we treat them as confidential under Section 28 and you treat ours the same way, and you bear your own costs. We will tell you what we are doing about anything you find. Once we hold a third party penetration test summary, we may offer that instead, and where it answers the question you are asking, it satisfies this paragraph.
The security research rules in the Acceptable Use Policy are separate, and they cover research on our systems by someone who is not testing their own Workspace.
The Service is not designed for, and you must not use it in, any situation where failure, delay, inaccuracy or unavailability could lead to death, personal injury, or severe environmental or property damage, including emergency services, medical devices, aircraft or vehicle control, nuclear facilities, or life support. Do not use AI features or measurement outputs from our apps for safety critical decisions or for legally required measurements.
Permits, licenses, insurance, airspace authorizations, road closures and safety plans for your shoot are yours. Nothing the Service shows you, including a weather forecast, sun times or a location note on a call sheet, is a substitute for an official source or for the authorization your shoot requires.
We sometimes label features as beta, preview, early access or experimental. Those features are made available free of charge and outside the plan you paid for. They may change or disappear without notice, may be unstable, may lose data, and are excluded from every warranty, commitment and support obligation. You never have to use one, and no plan allowance, price or commitment depends on one. Do not use a beta feature for anything you cannot afford to lose.
If you are a Protected User and we make a beta feature a standard part of your paid plan, it stops being a beta feature from that moment, and the ordinary quality standards in Section 3 and the law where you live apply to it.
Feedback on beta features is covered by Section 20.
The Service depends on third parties for hosting, storage and network, payments, email delivery, AI, crash reporting, and app distribution and push notifications. The current list is published on our subprocessor page, which we keep up to date and may change as the business grows.
We choose and monitor those providers carefully. We may use subcontractors to perform our obligations, and we remain responsible to you for their performance of the obligations we owe you under these Terms, including our obligations under the Data Processing Addendum. We are not responsible for a provider's own pricing, its own outages, its own product decisions, or anything it does as an independent controller or as your own provider rather than ours, and the subprocessor page says which is which. Any optional integration you connect is governed by that third party's terms and privacy policy, which you should read.
Attributions. Weather shown on a call sheet is provided by Open-Meteo and is used under the Creative Commons Attribution 4.0 license, and the call sheet credits it. We list the open source components in the Service, and their licenses, in the product, and we will send you the list by email on request.
The Service, including all software, source code, design, user interface, documentation, templates we provide, and the Cutvey name, logo and product names, is owned by Cutvey LLC and protected by intellectual property law. We grant you a limited, non exclusive, non transferable, non sublicensable right to use the Service during your subscription, for your own business purposes, subject to these Terms.
You must not copy, modify, translate, reverse engineer, decompile or disassemble any part of the Service, except where the law gives you a right to do so that cannot be excluded by contract, including your rights under Articles 5(3) and 6 of Directive 2009/24/EC to observe, study and test the software to determine its ideas and principles, and to decompile it so far as necessary to achieve interoperability with another program. You must not remove or obscure any proprietary notice. You may not use our name, logo or marks without our written permission, except to state truthfully that you use Cutvey, or to make truthful, lawful comparisons between Cutvey and other products. Do not modify our marks, and do not use them in a way that suggests we endorse you. Ask us at [email protected] if you want guidance on using our name or logo. We may name you as a customer and use your logo only with your permission.
Section 27 covers the Service itself. This paragraph covers the material we give you to put into your own client facing work, which is a different thing and needs its own license.
We give you a worldwide, non exclusive, royalty free, perpetual and irrevocable license to use, adapt and distribute the document templates, sample clauses, stock photographs, icons and fonts we make available in the Service, in and as part of your own client facing documents, proposals, galleries and deliverables. That license continues after your subscription ends, for documents and deliverables you already created.
What it does not allow:
Credits. The stock photographs are licensed to us on terms that require no credit from you and that permit commercial use in a client deliverable. Nothing you send a client has to carry a photo credit. We keep the credit records and provide them on request.
Fonts. A font embedded in a PDF we generate is embedded under a license that permits embedding for viewing and printing. Extracting a font from one of those PDFs for your own use is not permitted.
Each of us may receive non public information from the other. Each agrees to use the other's confidential information only as needed to provide or use the Service, to protect it with at least reasonable care, and not to disclose it, except to people who need it and are bound by similar duties. This does not apply to information that is or becomes public without fault, was already known, is independently developed, or is lawfully received from a third party. Either of us may disclose where legally compelled, with prompt notice to the other where that is lawful.
If you are a Protected User, this section is modified by Section 2A and Schedule A.
Australia. Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to cancel your service contract with us and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract. Nothing in Sections 29.1 or 29.2 excludes, restricts or modifies those guarantees.
To the extent the law permits, and other than for a guarantee that section 64A of the Australian Consumer Law does not allow us to limit, our liability for failing to comply with a consumer guarantee in relation to services is limited to supplying the services again or paying the cost of having the services supplied again, at our option.
Everyone else. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUTVEY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, ERROR FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, THAT EMAIL WILL BE DELIVERED, THAT AI OUTPUT WILL BE ACCURATE, OR THAT ANY INVOICE WILL BE PAID. YOU ARE RESPONSIBLE FOR MAINTAINING YOUR OWN INDEPENDENT COPIES OF IRREPLACEABLE CONTENT.
Some jurisdictions do not allow the exclusion of implied warranties, so parts of this section may not apply to you.
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, LOST OR CORRUPTED DATA OR CONTENT, OR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED THAT THEY WERE POSSIBLE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
(b) CUTVEY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF:
(i) the amounts you paid Cutvey in the 12 months immediately before the event giving rise to the claim; or
(ii) one hundred United States dollars (US$100).
That limit applies whether the claim is brought in contract, in tort (including negligence and strict liability), under statute or on any other basis, and it includes claims arising from Cutvey's own negligence.
(c) Nothing in these Terms limits or excludes our liability for:
The limits in this section also do not apply to your obligation to pay amounts owed, your reimbursement obligation for amounts a payment provider recovers from us under Section 9, your indemnity under Section 29.3, either party's infringement or misuse of the other's intellectual property, or either party's breach of Section 28.
(d) The parties agree that the price of the Service reflects this allocation of risk, and that these limits apply in aggregate across all claims, not per claim.
(e) Security super cap. For claims arising from a breach of security of systems we control that results in unauthorized access to Customer Content or to personal data we process for you, and that is caused by our failure to meet the security commitments in Section 21, CUTVEY'S TOTAL AGGREGATE LIABILITY IS THE GREATER OF (i) THREE TIMES THE AMOUNTS YOU PAID CUTVEY IN THE 12 MONTHS IMMEDIATELY BEFORE THE INCIDENT, OR (ii) FIVE THOUSAND UNITED STATES DOLLARS (US$5,000). This paragraph replaces (b) for those claims and does not increase the limit for any other claim. It applies to a security claim however it is characterized in law, including a claim framed as negligence, gross negligence, breach of a statutory duty or misrepresentation, and it is displaced only by our intentional misconduct or where paragraph (c) says the law does not allow the limit.
29.2A Insurance and subrogation. Each of us will maintain the insurance a business of its size and activity would reasonably carry, including commercial general liability and, for you, coverage for your own business, its data and its obligations to your clients. Each of us waives, and will require its insurers to waive, any right of subrogation against the other for a loss covered by that insurance, to the extent the waiver does not void the coverage. This paragraph does not increase either party's liability beyond Section 29.2. We do not commit in these Terms to carry any particular insurance, and you should not assume that we do. An Enterprise customer may ask us what we carry and we will answer honestly. This paragraph does not apply to a Protected User.
Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you. Schedule A sets out how this section works in Germany, the United Kingdom, Australia and Brazil.
You will defend, indemnify and hold harmless Cutvey LLC and its members, managers, officers, employees, contractors and agents from and against any third party claim, demand, proceeding, loss, damage and reasonable cost (including reasonable legal fees) arising out of or relating to:
(a) Customer Content, including any claim that it infringes or misappropriates someone's rights, or that you lacked a required release, license or permission;
(b) your use of the Service in breach of these Terms, the Acceptable Use Policy or the law;
(c) your relationships with your clients, crew, talent, vendors and subcontractors, including the documents you send them, the deals you make, the deliverables you owe, the payments between you, and any dispute about an electronic signature;
(d) your tax, employment and contractor classification obligations, including 1099 and equivalent reporting;
(e) your compliance, and your failure to comply, with privacy, marketing and electronic communications law for data you import and messages you send; and
(f) your brand, claims and communications under any white label or custom domain deployment.
What this indemnity does not cover. You have no obligation under this Section 29.3 to the extent a claim arises from our own breach of these Terms, our negligence or willful misconduct, or our use of Customer Content outside the license in Section 20. Your total liability under this Section 29.3 for claims that are not (i) third party claims about Customer Content, (ii) third party claims about your relationships with your clients, crew, talent and vendors, or (iii) claims arising from your breach of the Acceptable Use Policy, will not exceed the greater of the amounts you paid us in the 12 months before the claim and US$10,000.
How this works. We will notify you promptly of any claim, and a delay in notifying you reduces your obligation only to the extent the delay actually prejudiced your defense. We give you control of the defense, except that you may not settle in a way that admits our fault, imposes a non monetary obligation on us, or fails to release us fully, without our consent, which we will not unreasonably withhold. We will cooperate at your expense and may participate with our own counsel at our own expense.
We will defend you against any third party claim that the Service, as we provide it and as you use it in line with these Terms, infringes that party's United States patent, copyright or trademark or misappropriates its trade secret, and we will pay the damages and costs finally awarded against you or agreed in a settlement we approve. This does not apply to a claim arising from Customer Content, from your combination of the Service with anything we did not supply, from your use of the Service in breach of these Terms, or from a modification you or anyone other than us made. If a claim is made or we think one is likely, we may at our option obtain the right for you to keep using the Service, modify it so it is not infringing, or terminate the affected part of the Service and refund the unused portion of what you paid for it. Our total liability under this Section 29.4 is subject to Section 29.2(b). This is your only remedy for a claim that the Service infringes anyone's rights.
This section does not apply to Protected Users. If Section 2A says you are a Protected User, none of Section 30 applies to you: no arbitration, no class action waiver, no jury waiver and no Orange County venue. You may bring a claim against us in the courts of the country, state or province where you live, and we will bring any claim against you only there. Schedule A says what applies to you instead. The rest of Section 30 is written for customers in the United States.
Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court and to have a jury decide your claims.
Before starting an arbitration or any other proceeding, you agree to send us a written notice of dispute to [email protected] (and, if you would like, by mail to Cutvey LLC, 7901 4th St N, Ste 300, St. Petersburg, FL 33702, USA) with the subject "Notice of Dispute". The notice must include your name, the email address on the account, a description of the dispute, and the relief you want. We will send you the same kind of notice if we have a dispute with you.
Both of us agree to try in good faith to resolve the dispute informally for 60 days after the notice is received. Either of us may request a telephone or video conference during that period, and both of us will participate. Neither of us may start arbitration until the 60 days have passed. This informal process is a condition precedent to arbitration, and the limitation periods and arbitration filing deadlines are paused while it runs. A court or arbitrator may enforce this requirement, including by ordering that a premature filing be paused or dismissed.
This requirement is mutual. Before we suspend or terminate your Workspace for a payment or contractual dispute that is not covered by the immediate action grounds in Section 34, we will send you the same notice and observe the same 60 day period. Nothing in this section prevents either of us from seeking the provisional relief described in Section 30.4, and nothing in it delays our ability to act immediately on the grounds listed in Section 34.
If the dispute is not resolved informally, you and Cutvey each agree that any dispute, claim or controversy arising out of or relating to these Terms, the Service, a Cutvey Client, our marketing, or our relationship, whether based on contract, tort, statute, fraud, misrepresentation or any other legal theory, and whether arising before, during or after termination, will be resolved by final and binding individual arbitration and not in court.
You can opt out, and it costs you nothing. Email [email protected] within 30 days after the date you first accepted these Terms, which is the acceptance date we record under Section 1 and which we will tell you on request. If you already had an account when a new version of these Terms took effect, you have 30 days from the date that version took effect for you. Put "Arbitration Opt Out" in the subject line if you can, but any email that makes clear you do not want to arbitrate is enough, as long as it gives your name and the email address on your account. We will acknowledge your opt out by email within 5 business days and record it against your account; if you do not receive that acknowledgment, resend it or write to us at the postal address in Section 1, and a timely sent opt out is effective whether or not we acknowledge it. Opting out does not affect any other part of these Terms, does not affect your account, your price or your support, and we will not treat you differently for doing it. If you opt out, disputes go to the courts named in Section 30.7. An opt out by a Workspace owner covers that Workspace.
Either of us may, without breaching this Section 30:
YOU AND CUTVEY EACH AGREE THAT DISPUTES WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING.
IF A COURT DECIDES THAT THIS PARAGRAPH IS UNENFORCEABLE AS TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THEN THAT CLAIM OR REQUEST, AND ONLY THAT ONE, IS SEVERED FROM ARBITRATION AND IS STAYED UNTIL EVERY OTHER CLAIM BETWEEN US HAS BEEN FINALLY RESOLVED IN ARBITRATION, AFTER WHICH IT PROCEEDS IN THE COURTS NAMED IN SECTION 30.7. THE REST OF THIS SECTION 30 STAYS IN FORCE. IF A COURT DECIDES THAT THE AGREEMENT TO ARBITRATE IN SECTION 30.2 IS UNENFORCEABLE IN ITS ENTIRETY, THIS PARAGRAPH FALLS WITH IT AND DOES NOT APPLY IN COURT, EXCEPT THAT THE JURY WAIVER IN THE NEXT PARAGRAPH SURVIVES.
IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND CUTVEY EACH WAIVE ANY RIGHT TO A JURY TRIAL.
Public injunctive relief. Nothing in this Section 30 waives, and neither of us intends to waive, any right you may have under applicable law to seek public injunctive relief, meaning relief whose primary purpose and effect is to prohibit unlawful acts that threaten future injury to the general public. If you assert a claim for public injunctive relief, that claim alone is severed from arbitration and stays or proceeds in the courts named in Section 30.7, and every other claim between us, including your claim for damages, proceeds in individual arbitration. This paragraph is not severable from the rest of Section 30.5.
Protected Users. This Section 30.5 does not apply to Protected Users. If you are a Protected User, nothing here stops you from taking part in a class action, a collective action, a representative action or a group proceeding, or from being represented by a consumer organization or a qualified entity, where the law where you live allows it.
This protocol applies only where Section 30 applies, and so never to a Protected User.
If 25 or more demands for arbitration raising substantially the same claims against Cutvey are filed within a 90 day period and AAA determines that its Supplementary Rules for Multiple Case Filings apply to them, those demands are treated as a mass filing and this protocol applies.
If a claim is not subject to arbitration (because you opted out, because a carve out applies, or because a court holds arbitration unenforceable for that claim), it will be brought exclusively in the state or federal courts located in Orange County, Florida, and you and Cutvey each consent to their personal jurisdiction and waive any objection based on venue or forum. This does not apply to Protected Users; see Section 2A.
We both want disputes raised while the facts are fresh. Bring any claim as soon as you reasonably can, and in any event tell us about it under Section 30.1 promptly. We do not shorten any limitation period that the law gives you.
Where the law of a jurisdiction permits parties to agree a shorter period, and you are not a Protected User, any claim arising out of these Terms must be brought within the shortest period that law permits, and never less than two years after it accrues. That paragraph does not apply in three cases.
These Terms and any dispute arising out of them are governed by the laws of the State of Florida, United States, without regard to its conflict of laws rules, and by applicable United States federal law, including the Federal Arbitration Act for Section 30. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
If you are a Protected User, this choice of Florida law does not deprive you of the protection of the mandatory rules of the law of the country where you live. Those rules continue to apply to you in full, alongside these Terms, and where they say something different from these Terms, they win. Section 2A and Schedule A explain how. If you live in Quebec or in Brazil, the law of Quebec or of Brazil governs your contract with us, not Florida law.
Export controls. The Service and our software are subject to United States export control law, including the Export Administration Regulations. You must not use, export, re-export or make the Service available in violation of those laws.
Sanctions. You represent that all of the following are true.
The current programs and lists are published by OFAC and by the Bureau of Industry and Security, and it is your responsibility to check them. You must not allow any such person to use the Service through your Workspace.
Screening. We may screen an account, a purchaser or a download against those lists, may block access from an embargoed country or region, and may suspend or terminate immediately and without refund where we believe in good faith that continuing would breach those laws. We are not required to screen, and our not doing so waives nothing.
If you become a restricted party. If you, or anyone who controls you, becomes subject to sanctions that prohibit us from dealing with you, we will suspend or terminate your access immediately and without notice. We will not pay any refund, release any export or transfer any data to you unless and until we are lawfully permitted or licensed to do so. We will tell you the reason where we are permitted to. Amounts we cannot lawfully pay you are held, not forfeited, and are paid if a license or a delisting later permits it. This paragraph is a fourth case in which Section 34 does not require a refund, and it overrides the refund promise in the Acceptable Use Policy as well.
Public sector customers. If you are a United States state or local government body, a public school district, or a public college or university, and the law that governs you prohibits you from agreeing to a term in these Terms, that term does not apply to you to the extent of the prohibition. That covers in particular Section 29.3 (your indemnity), Section 30 (arbitration and the class action waiver) and the choice of Florida law in Section 31, in which case disputes are governed by the law of your state and heard in its courts. Everything else continues to apply.
EU Blocking Statute. If you are established in the European Union and complying with a part of this section would put you in breach of Council Regulation (EC) 2271/96, that part does not apply to you to the extent of the conflict, and we will not treat your non compliance with it as a breach of these Terms. This does not affect any sanctions obligation that applies to you under EU or UK law, which you must still meet.
United States government users. The Service is "commercial computer software" and "commercial computer software documentation" as those terms are used in FAR 12.212 and DFARS 227.7202. Government users get only the rights given to all other users under these Terms.
This section applies to any Cutvey application you get from the Apple App Store, including any Cutvey Client and any of our Apps whose license agreement incorporates this section. In this section, "Apple Application" means that application. Apple requires these terms. Where this section conflicts with the rest of these Terms, this section controls for the Apple Application.
You may cancel at any time under Section 8, and may delete your Workspace under Section 22.
We may suspend or terminate your access if you materially breach these Terms or the Acceptable Use Policy, if your payment fails after our retry and notice process, or if we are required to by law. We will give you notice and a reasonable chance to fix the problem where that is practicable. We may act immediately and without notice in any of these cases:
Suspected compromise. We may suspend a Workspace, a session, a device, or a sending or payment feature immediately, without notice, and without it being a breach by you, where we reasonably suspect that an account, or an email address that controls one, has been compromised. We will tell the Workspace owner as soon as we can, at an address or a device we can verify, and we will restore access as soon as we reasonably can once control is re-established. Suspension under this paragraph is not a termination and does not affect your billing.
If we terminate you. If we terminate your Workspace for breach, we refund the unused part of any fee you have already paid for a period after the termination date, less any amount you owe us and less any loss we have actually suffered because of the breach. We do not refund where we terminate for child sexual abuse material, for fraud, or for an attack on the security or integrity of the Service or another user, and in those cases we may also recover the loss caused. Section 32 adds a fourth case, where sanctions law prohibits us from paying you. If we later conclude, or a court or arbitrator concludes, that there was no breach, we will refund everything and reinstate your Workspace if the data is still within the retention window in Section 22. You may ask us to review a termination by emailing [email protected], and a person will look at it.
We may also discontinue the Service as a whole. If we do, we will give you as much notice as we reasonably can, at least 90 days where we are able to and never less than 30 days by email except where circumstances outside our control make that impossible. We will not renew or charge you again, your access continues to the shutdown date, we will keep the export function and file downloads working throughout so you can take your data with you, and we will refund the unused portion of anything you have paid for the period after the shutdown date, calculated pro rata by whole days.
On termination, your right to use the Service ends immediately, and Section 22 governs what happens to your data.
We may update these Terms, for a valid reason: to reflect a change in the law or in a regulator's guidance, to describe a new or changed feature, to improve clarity, to respond to a security or abuse problem, or to reflect a change in how we run the business, such as a new subprocessor. We will not use this section to increase your price; price changes are governed by Section 8.2.
For material changes we will give at least 30 days' notice by email to your account address and by prominent notice in the product, and we will say what is changing and why. If you do not agree, you may end your subscription at any time before the change takes effect or within 30 days after it does, whichever is later, and we will refund the part of what you have already paid that covers the period after your subscription ends. If you keep using the Service after the change takes effect, that is your acceptance of it. Non material changes (fixing typos, clarifying wording, updating a linked list) take effect when posted. We keep the effective date at the top of this document current.
Section 30 is frozen once a dispute exists. No change we make to Section 30 (disputes) or Section 31 (governing law) applies to any dispute of which either of us had given the other notice, or of which we were otherwise aware, before the change took effect. The version of Sections 30 and 31 in force on the date the dispute arose governs that dispute. We will not apply any change to these Terms retroactively to conduct that occurred before the change took effect.
Continuity. Cutvey LLC is a company, and these Terms, your subscription and the hosting of your Workspace are between you and the company, not any individual who works for it or owns it. Your Customer Content remains yours under Section 20 whoever owns or operates the company. If ownership or control of Cutvey LLC changes, or the company is sold, merged or reorganized, these Terms continue and bind whoever operates the Service next, and Section 35 and the Privacy Policy govern how you are told. If we ever stop operating the Service, Section 34 applies: notice, export, and a refund of the unused part of anything you prepaid.
Notices. Notices to Cutvey go to [email protected], and for formal legal notices also by mail to Cutvey LLC, 7901 4th St N, Ste 300, St. Petersburg, FL 33702, USA. Notices to you go to the email address on your account, or by in product notice. You are responsible for keeping that email address current. Email notices to you are treated as received on the next business day after they are sent, unless we know the message did not arrive, in which case we will contact you another way and, for notices of a price change, a change to these Terms, or suspension or termination, we will also give the notice prominently inside the product before it takes effect. A notice about ending your subscription, or about a claim, takes effect on the day we actually receive it.
Electronic communications. You agree that we may give you every notice, disclosure, agreement, receipt, invoice and record electronically, by email to the address on your account or in the product, and that those satisfy any requirement that they be in writing. To receive them you need a device with a current browser, an internet connection, an email address you can access, and the ability to open and save a PDF. You may ask us for a paper copy of any record at any time at [email protected] and we will send it free of charge. You may withdraw this consent by emailing us, in which case we may not be able to continue providing the Service to you. Tell us when your email address changes. The people you invite give their own consent separately, under the Terms for Invited Users, and you cannot give it for them.
Lawful conduct. Each of us will comply with the anti-bribery and anti-corruption laws that apply to it, including the United States Foreign Corrupt Practices Act and the UK Bribery Act. Neither of us will offer anything of value to anyone to obtain an improper advantage in connection with these Terms.
Assignment. You may not assign these Terms or your account without our written consent, except to a successor in a merger or a sale of substantially all your assets, with notice to us. We may assign these Terms to an affiliate or to a successor in a merger, acquisition or sale of assets, provided the assignee takes on all of our obligations to you and your rights are not reduced. If they would be, we will tell you at least 30 days beforehand and you may end your subscription and receive a refund of the unused part of what you paid. Any attempted assignment in breach of this section is void.
Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, fire, flood, hurricane, epidemic, war, terrorism, civil unrest, labor disputes, government action, failures of the internet, of utilities or of upstream providers, and large scale cyber attacks. This does not excuse your obligation to pay.
Severability. If any provision is held unenforceable, it is limited or removed to the minimum extent necessary, and everything else stays in force. Sections 30.5 and 30.6 each have their own severance rules, which control for those provisions.
Waiver. A failure to enforce a provision is not a waiver of it.
Survival. Sections that by their nature should survive do survive, including Sections 8 (as to amounts owed and refunds due), 9, 10, 20, 21A, 22, 23, 24, 27, 28, 29, 30, 31, 32, 34 and 36.
Independent contractors. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency or employment relationship.
Third party beneficiaries. There are no third party beneficiaries of these Terms, except Apple under Section 33.
Entire agreement. These Terms, together with the Privacy Policy, the Acceptable Use Policy, the Copyright and Content Complaints Policy, the Data Processing Addendum, and any order form or enterprise agreement signed by both parties, are the entire agreement between us about the Service and replace all previous discussions and agreements about it. If a signed order form or enterprise agreement conflicts with these Terms, that document controls for the customer who signed it. An order form or enterprise agreement cannot reduce the data protection commitments in the Data Processing Addendum below what that document provides. Terms on your purchase order or vendor portal do not apply and are rejected. Nothing in this paragraph limits or excludes any liability either of us has for fraud or fraudulent misrepresentation, or, if you are a Protected User, any statement we made to you that you reasonably relied on when you decided to subscribe.
Language. These Terms are published in English, and the English version is the version that governs. Some passages in Schedule A appear in another language for the convenience of readers in that country. Where the law where you live requires a translation to prevail, the translated version prevails to the extent that law requires. If you are a consumer in Quebec, you may ask us for a French version at [email protected] and we will send it free of charge; the Quebec block in Schedule A records that, having had the French version available to you, you and we expressly choose English. We will send you any version we publish by email on request, free of charge.
Cutvey LLC 7901 4th St N, Ste 300 St. Petersburg, FL 33702, USA Principal place of business: Orlando, Florida, United States [email protected] (sales, support, privacy, legal and copyright)
This schedule applies to Protected Users under Section 2A. Where it says something different from the body of these Terms, this schedule wins for people in that country. We add countries to this schedule as we need to, without issuing a new version of the Terms.
Some passages below appear in another language for the convenience of readers in that country. English is the version that governs, except that where the law of that country requires the local language version to prevail, it prevails to the extent that law requires.
Statutory rights. Nothing in Section 29 affects your rights under the Consumer Rights Act 2015, including your right to have digital content and services supplied with reasonable care and skill, as described and fit for purpose, your right to a repeat performance or a price reduction if they are not, and your right under section 46 to have us repair damage to your device or your other digital content that our digital content causes, or to compensate you for it. Our liability to you as a UK consumer is never limited to less than the price you paid.
Withdrawal. Section 8.8 applies to you under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
Subscription contracts. When the subscription contracts provisions of the Digital Markets, Competition and Consumers Act 2024 are in force, UK consumers also get:
Where a cooling off right applies, we refund you, keeping only a proportionate amount for the period during which you had the Service.
Courts. The courts of England and Wales, Scotland or Northern Ireland, depending on where you live, have jurisdiction, and you may rely on the law of that part of the UK. Section 30 does not apply to you.
Price. The price we show you at checkout includes UK VAT.
If you are a sole trader (jednoosobowa działalność gospodarcza) buying outside your professional specialization, you are a Protected User: the unfair terms rules and the 14 day withdrawal right in Section 8.8 apply to you as they do to a consumer, and Section 30 does not apply to you.
The arbitration agreement and the class action waiver in Section 30 do not apply to you, and you may sue in the courts of your province. We honor CASL for any commercial electronic message we send you.
(English summary of the Brazil block: Brazilian consumers have a seven day right to cancel any online purchase, counted from purchase or first access, whichever is later, with a full refund paid within 10 days; cancellation is available by the same electronic means used to subscribe and is confirmed immediately; the liability limits in Section 29.2 do not apply; disputes go to the consumer's own courts under Brazilian law and Section 30 does not apply; a Portuguese version is available free on request and prevails to the extent Brazilian law requires.)
You may bring proceedings in the courts where you live, and Swiss mandatory consumer rules apply to you. Section 30 does not apply to you.
Consumers in the EU, the EEA and the UK only. Complete and return this form only if you wish to withdraw from the contract. You do not have to use this form: any clear statement of your decision to withdraw is enough, and the fastest route is the cancel control in Settings then Billing.
To: Cutvey LLC, 7901 4th St N, Ste 300, St. Petersburg, FL 33702, USA
Email: [email protected]
I/We (*) hereby give notice that I/We (*) withdraw from my/our (*)
contract for the supply of the following service:
Cutvey subscription, plan: ______________________________
Ordered on (*)/received on (*): _____________________________
Name of consumer(s): _______________________________________
Address of consumer(s): ____________________________________
____________________________________
Email address on the account: ______________________________
Signature of consumer(s) (only if this form is notified on paper):
____________________________________
Date: ______________________
(*) Delete as appropriate.We will acknowledge receipt of your withdrawal by email the same or the next business day, and refund you within 14 days as Section 8.8 describes.