Cereus Media Engineby Cereus Enterprises

Terms of Service

Effective date: [REVIEW: effective date] · Last updated: [REVIEW: date of approval]

Draft for review — not yet in effect. These terms are a working draft. Items marked “REVIEW” are unresolved legal or business decisions and should be reviewed by legal counsel before publication.

1. Agreement to these terms

These Terms of Service (“Terms”) are an agreement between you and Cereus Enterprises LLC (“Cereus Enterprises”, “we”, “us”) governing your use of Cereus Media Engine (“CME” or the “Service”). By creating an account or using CME, you agree to these Terms and to our Privacy Policy. If you use CME on behalf of a business, you agree to these Terms on its behalf and confirm you have authority to do so.

2. The service

CME is a software service for creating, organizing, and automating media content, such as scripts, narration, and short-form video, for brands and products. It can optionally upload videos to a YouTube channel you connect.

CME is under active development. Some features described on our website are planned and are not yet available, and features may change. [REVIEW: decide whether early access is offered as a “beta” with additional terms.]

3. Eligibility and accounts

  • You must be at least [REVIEW: minimum age, e.g. 18] years old and able to form a binding contract to use CME.
  • You are responsible for the accuracy of your account information and for all activity under your account.
  • Keep your sign-in credentials secure, and tell us promptly if you believe your account has been accessed without permission.
  • If you invite others to an account you manage, you are responsible for their use of CME. [REVIEW: confirm whether multi-user accounts will be offered at launch.]

4. Your content

“Your Content” means the material you provide to CME, such as brand details, logos, product information, and product images.

  • You keep ownership. As between you and us, you retain all rights you have in Your Content.
  • License to operate the Service. You grant us a non-exclusive, worldwide, royalty-free license to host, store, copy, process, and transmit Your Content only as needed to provide, secure, and improve CME for you, including sending it to the third-party services described in our Privacy Policy and uploading it to YouTube when you ask us to. [REVIEW: counsel to confirm scope, and whether “improve” should be included.]
  • Your permissions. You confirm you have the rights needed to use Your Content with CME, including rights to any logos, trademarks, images, people, or music it contains.

5. Generated content

CME can produce scripts, narration, videos, and other output from Your Content (“Generated Content”).

  • As between you and us, and to the extent permitted by law, you own the Generated Content produced for your account. [REVIEW: counsel to confirm ownership language, including the effect of third-party provider terms and the limits of copyright protection for automatically generated material.]
  • Generated Content may be inaccurate, may resemble content created for others, and may not be unique. You are responsible for reviewing it before you use or publish it.
  • CME asks you to review and approve content, and to select YouTube's required disclosures (such as “made for kids” and altered or synthetic content) before uploading. You are responsible for making those choices accurately.

6. Your responsibilities

You are responsible for:

  • all content you upload, generate, approve, or publish with CME, and its compliance with applicable laws, including advertising, consumer protection, and intellectual property laws;
  • complying with the terms and policies of any platform you publish to, including YouTube's Terms of Service and Community Guidelines;
  • deciding whether and when uploaded videos are made public; and
  • keeping your own copies of content that matters to you. [REVIEW: confirm whether CME will offer export or backup features.]

7. Acceptable use

You agree not to use CME to:

  • create or publish content that is unlawful, infringing, defamatory, harassing, hateful, sexually exploitative, or deceptive;
  • impersonate any person or organization, or create misleading synthetic media of real people without their consent;
  • publish spam, or manipulate engagement or platform features;
  • access accounts, channels, or data you are not authorized to use;
  • interfere with, probe, or overload CME or its providers, or try to bypass its limits or security; or
  • reverse engineer, resell, or build a competing service from CME, except where the law expressly allows it.

8. Third-party services, including YouTube

CME works with third-party services, such as Google and YouTube for channel connection and uploads, and providers that help generate narration. Your use of those services is governed by their own terms and policies, and we are not responsible for them.

YouTube. CME uses YouTube API Services. By connecting a YouTube channel or using CME's YouTube features, you agree to be bound by the YouTube Terms of Service. Google's handling of your information is described in the Google Privacy Policy. You can disconnect YouTube from CME at any time, as described in our Privacy Policy.

Third-party services may change, limit, or discontinue features or access, including API quotas, that CME relies on. When that happens, related CME features may stop working.

9. Fees

CME is not currently offered for sale, and pricing has not been set. If we introduce paid plans, we will tell you the price and terms before you are charged, and paid plans may be subject to additional terms. [REVIEW: add billing, renewal, cancellation, refund, and tax terms when pricing is decided.]

10. Service availability and changes

We work to keep CME available and reliable, but we do not guarantee that it will be uninterrupted, error-free, or available at any particular time, or that any upload will complete at a particular time. We may change, suspend, or discontinue all or part of CME. If we discontinue CME entirely, we will try to give you reasonable advance notice. [REVIEW: decide whether to commit to a notice period or data-export window.]

11. Suspension and termination

  • You may stop using CME at any time. To close your account, contact us. [REVIEW: describe the self-service process if one is built.]
  • We may suspend or terminate your access if you materially breach these Terms, if your use creates legal or security risk for us or others, or if required by law. Where reasonable, we will notify you and give you an opportunity to fix the problem first.
  • When your account ends, your right to use CME stops. What happens to your information afterwards is described in our Privacy Policy. Videos already uploaded to YouTube are not affected and remain under your control on YouTube.
  • Sections that by their nature should survive termination will survive, including sections 4–5 (as to content already provided), 12–16, and 18.

12. Our intellectual property

CME, including its software, design, and branding, belongs to Cereus Enterprises and its licensors. These Terms give you a limited, non-exclusive, non-transferable right to use CME as described here, and no other rights. If you send us feedback, we may use it without obligation to you.

13. Disclaimers

To the fullest extent permitted by law, CME is provided “as is” and “as available”, without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee any particular results from using CME, including audience, views, or sales. [REVIEW: counsel to confirm.]

14. Limitation of liability

To the fullest extent permitted by law, Cereus Enterprises will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, arising from your use of CME. Our total liability for any claim relating to CME will not exceed [REVIEW: liability cap, e.g. the greater of amounts paid in the prior 12 months or a fixed amount]. [REVIEW: counsel to confirm wording and enforceability.]

15. Indemnification

You agree to defend and indemnify Cereus Enterprises against claims, losses, and expenses (including reasonable legal fees) arising from Your Content, content you publish using CME, or your breach of these Terms or of any law or third-party right. [REVIEW: counsel to confirm.]

16. Governing law and disputes

These Terms are governed by the laws of [REVIEW: governing state/jurisdiction], without regard to conflict-of-laws rules. Disputes will be resolved in [REVIEW: venue, and whether to use arbitration or small-claims options].

17. Changes to these terms

We may update these Terms. We will post the updated Terms on this page and change the “Last updated” date. If changes are material, we will give reasonable advance notice, such as by email or in the app. Continuing to use CME after changes take effect means you accept them.

18. General

These Terms, together with the Privacy Policy, are the entire agreement between you and us about CME. If any part is found unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.

19. Contact

Cereus Enterprises LLC
Email: [REVIEW: legal/support contact email]
Mailing address: [REVIEW: business mailing address]