Terms of Service

These Terms of Service ("Terms") are a binding agreement between you and Aspect Ratio, Inc. ("Aspect," "we," "us," or "our"). By accessing or using any of our websites, applications, or services, you represent that (1) you have read, understand, and agree to be bound by these Terms, (2) you are at least 16 years of age, and (3) if you are acting on behalf of an organization, you have the authority to bind that organization to these Terms. If you do not agree to these Terms, you may not access or use the Services.

1. Definitions

"Services" means the Aspect cloud media platform and all related products, features, websites (including aspect.inc and app.aspect.inc), the Aspect desktop application for Mac and Windows, the Aspect API, and the Aspect Premiere Pro panel integration. "Software" means the Aspect desktop application and any other downloadable software we provide in connection with the Services. "Content" means any data, files, media, text, images, video, audio, documents, comments, annotations, or other materials that you upload to, create within, or transmit through the Services. "You" or "Customer" refers to the individual or legal entity accessing or using the Services.

2. Account Registration and Security

To use certain features of the Services, you must register for an account. You agree to provide accurate, current, and complete information during registration and to keep your account information up to date. You are responsible for safeguarding your account credentials and for all activity that occurs under your account, whether or not you authorized it. Each account may be used by only one individual and may not be shared. You agree to notify us promptly at support@aspect.inc if you become aware of any unauthorized access to or use of your account.

3. Use of the Services

3.1 License

Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your internal business purposes during the term of your subscription.

3.2 Free Trials

We may offer free trial access to the Services at our discretion. Trial access is provided "as is" without warranty. We may discontinue your trial access at any time without notice. If you do not subscribe to a paid plan before or at the end of your trial, your access will cease and your Content may be permanently deleted.

3.3 Modifications to the Services

We may modify, update, or discontinue the Services or any feature at any time, with or without notice. If we discontinue a material feature of the Services or the Services entirely, we will make reasonable efforts to notify you in advance and allow you to export your Content.

3.4 Storage

Your subscription may include a storage allocation as described on our pricing page or in your order. If you exceed your storage allocation, Aspect may charge applicable overage fees or restrict your ability to upload additional Content until your usage is within your plan limits. Aspect reserves the right to enforce storage limits at any time.

4. Prohibited Uses

You agree not to, and not to permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of the Services or Software
• Use any robot, spider, scraper, or automated means to access the Services for any purpose
• Interfere with or disrupt the Services, or any other user's access to the Services
• Upload or transmit any content that is unlawful, defamatory, harassing, infringing of third-party intellectual property rights, or that contains viruses, malware, or other harmful code
• Resell, sublicense, or provide access to the Services to any third party as a service bureau or similar offering
• Use the Services in violation of any applicable law or regulation
• Use AI-powered features of the Services (including transcription, automated tagging, object detection, natural language search, and facial recognition) on content for which you do not have all necessary rights, licenses, and consents

5. Your Content

5.1 Ownership

You retain all rights and ownership of your Content. Aspect does not claim any ownership interest in your Content.

5.2 License to Aspect

By uploading Content to the Services, you grant Aspect a non-exclusive, worldwide, royalty-free license to host, store, process, display, reproduce, and distribute your Content solely as necessary to operate and provide the Services to you. This license terminates when your Content is deleted from the Services.

5.3 System-Generated Metadata

Aspect owns all system-generated metadata derived from your Content through the Services, including AI-generated transcripts, automated tags, object detection labels, natural language search indexes, and platform analytics.

5.4 No AI Training

Your Content is never used to train artificial intelligence or machine learning models operated by Aspect or its service providers. Content processed through AI-powered features is used solely to deliver the requested feature and is not retained by AI service providers beyond the time required to process the request.

5.5 Your Responsibilities

You represent and warrant that you have all necessary rights, licenses, and consents to upload and use your Content in connection with the Services, and that your Content does not infringe or violate the rights of any third party. Aspect is not obligated to back up your Content. You are responsible for maintaining your own backup copies.

6. Biometric Data and Facial Recognition

The Services include an optional facial recognition feature that processes biometric data, including facial embeddings and user-uploaded reference images.

• Facial recognition requires affirmative user action to activate. No biometric data is generated until a user uploads face samples. Workspace administrators can disable the feature entirely at any time.
• You are solely responsible for obtaining all legally required consents from individuals whose biometric data may be processed, including consents required under BIPA, CCPA, GDPR, and any other applicable laws, before activating the feature.
• All facial recognition processing is performed on Aspect infrastructure. Biometric data is encrypted using AES-256 at rest, logically isolated per workspace, and never shared across customers.
• Upon the feature being disabled or account termination, biometric data is permanently deleted within 60 days. Immediate deletion is available upon request.
• Aspect does not sell, lease, trade, or otherwise profit from biometric data.

7. Desktop Application and Local Cache

The Aspect desktop application creates a local mount that caches media files on your device for use with editing tools. Once Content is cached on your device, Aspect has no control over and assumes no responsibility for its security. You are responsible for securing all locally cached data, including managing access controls, encryption, and deletion on your devices.

8. Fees and Payment

You agree to pay all fees associated with your subscription as described on our pricing page or in your order. All fees are quoted in United States Dollars unless otherwise specified. Fees do not include taxes. You are responsible for all applicable sales, use, and other taxes and duties, except for taxes based on Aspect's income. Payments are processed through a third-party payment processor. Aspect does not store credit card numbers or payment card data. If you fail to pay any fees when due, Aspect may suspend your access to the Services until all outstanding amounts are paid. If your account remains suspended for 60 consecutive days, Aspect may terminate your account and permanently delete your Content in accordance with Section 13.

9. Intellectual Property

Aspect and its licensors retain all right, title, and interest in and to the Services and Software, including all related intellectual property rights. Nothing in these Terms grants you any right to use Aspect's trademarks, logos, domain names, or other brand features without our prior written consent. You retain all intellectual property rights in your Content, as described in Section 5.

10. Marketing and Publicity

Aspect may use your name, logo, and trademarks to identify you as an Aspect customer on our website and in marketing materials. Aspect will follow your trademark usage guidelines if you provide them to us. You may opt out of this use at any time by contacting support@aspect.inc.

11. Feedback

If you provide suggestions, enhancement requests, recommendations, or other feedback regarding the Services, you agree that Aspect may freely use, incorporate, and commercialize that feedback without any obligation or compensation to you.

12. Privacy

Our collection, use, and protection of personal information is governed by our Privacy Policy, available at aspect.inc/privacy. By using the Services, you acknowledge that you have read and understood our Privacy Policy.

13. Termination

13.1 Termination by You

You may cancel your subscription and stop using the Services at any time. Cancellation does not relieve you of any obligation to pay outstanding fees.

13.2 Termination by Aspect

Aspect may suspend or terminate your access to the Services at any time if you violate these Terms, fail to pay fees when due, or if we are required to do so by law. We will make reasonable efforts to notify you prior to termination except where prohibited by law or where termination is necessary to prevent harm to the Services or other users.

13.3 Effect of Termination

Upon termination, you will have 60 days to retrieve and export your Content using the platform's self-service export tools or by contacting support@aspect.inc. After this 60-day retrieval period, Aspect will permanently delete all Content, metadata, biometric data, and other data associated with your account.

13.4 Survival

Sections 5 (Your Content), 6 (Biometric Data), 9 (Intellectual Property), 11 (Feedback), 14 (Disclaimer of Warranties), 15 (Limitation of Liability), 16 (Indemnification), 17 (Dispute Resolution), and 18 (General Provisions) will survive any termination or expiration of these Terms.

14. Disclaimer of Warranties

THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ASPECT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT AI-POWERED FEATURES WILL PRODUCE ACCURATE, COMPLETE, OR RELIABLE RESULTS.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASPECT AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT ASPECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT NEITHER PARTY WOULD HAVE ENTERED INTO THESE TERMS WITHOUT THESE LIMITATIONS OF LIABILITY.

16. Indemnification

You agree to indemnify, defend, and hold harmless Aspect and its affiliates, officers, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Services in violation of these Terms
• Your Content, including any claim that your Content infringes or misappropriates a third party's intellectual property rights
• Your use of the facial recognition feature without obtaining required consents or authorizations

17. Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. Any dispute arising out of or related to these Terms or the Services shall be resolved exclusively in the state or federal courts located in New York County, New York, and you consent to the personal jurisdiction of such courts.

18. General Provisions

18.1 Entire Agreement

These Terms constitute the entire agreement between you and Aspect regarding the Services and supersede all prior agreements and understandings.

18.2 Amendments

We may update these Terms from time to time. When we make material changes, we will notify you by email or through a prominent notice on the Services at least 10 days before the changes take effect. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms.

18.3 Severability

If any provision of these Terms is held to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

18.4 No Waiver

Aspect's failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

18.5 Assignment

You may not assign or transfer these Terms or your rights under them without Aspect's prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of your assets. Aspect may assign these Terms freely without restriction.

18.6 Force Majeure

Neither party will be liable for any delay or failure to perform obligations under these Terms due to causes beyond its reasonable control, including natural disasters, war, terrorism, strikes, government actions, or infrastructure failures.

18.7 Export Compliance

The Services are subject to United States export control laws and regulations. You agree to comply with all applicable export laws and will not access or use the Services from any jurisdiction where doing so would violate applicable law.

18.8 Electronic Communications

By using the Services, you consent to receiving communications from Aspect electronically. You agree that all notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing.

18.9 Independent Contractors

The relationship between you and Aspect is that of independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

19. Contact

If you have questions about these Terms, contact us at support@aspect.inc. For legal notices, write to: Aspect Ratio, Inc., Attn: Legal, 169 Madison Ave STE 46302, New York, NY 10016.