CreatorReply Terms of Service

These Terms of Service ("Terms") form a binding agreement ("Agreement") between XplodeMedia LLC ("Company", "we", "our") and the user or entity entering into this Agreement ("Customer", "you"). By accessing or using the CreatorReply service ("Service"), you agree to be bound by these Terms. If you do not agree, you may not use the Service.

XplodeMedia LLC
30 N Gould St, STE R
Sheridan, WY 82801
USA

1. Definitions

In these Terms:

• Service: the CreatorReply web application, APIs, machine-learning features, automated YouTube comment interactions, analytics, and related tools.
• Customer Content: any content, comments, prompts, data, video information, account data, or materials submitted, imported, or provided by Customer into the Service.
• End-Users: individuals authorized by Customer to access the Service.
• Subscription Term: the paid period during which Customer has access to the Service.
• Machine Learning Data: anonymized and aggregated Customer Content used solely to improve Service performance.

2. Access to the Service

2.1 License Grant

Subject to payment and compliance with this Agreement, Company grants Customer a non-exclusive, non-transferable, revocable right to access and use the Service for Customer's own lawful purposes.

2.2 End-Users

Customer is responsible for:

• ensuring each End-User has unique login credentials
• maintaining confidentiality of credentials
• End-User compliance with these Terms

Customer is liable for any End-User's behavior or misuse.

2.3 Abuse & Conduct

We maintain a zero-tolerance policy for abusive, threatening, harassing, or aggressive behavior toward our staff. We may immediately suspend or terminate accounts if such conduct occurs.

Any refund, if applicable, will be determined in accordance with Section 6.2, applicable law, and, where relevant, the terms of the applicable payment processor or Merchant of Record.

3. YouTube & Third-Party Integrations

3.1 Third-Party Services

Customer may connect the Service to:

• YouTube / Google APIs
• Various AI models
• Various payment processors
• Other optional services

We are not responsible for the availability, reliability, or performance of third-party services, including outages, rate limits, API limitations, or policy changes by third-party providers.

3.2 Required Permissions

By connecting your accounts, you grant Company permission to:

• access data permitted by those platforms
• store OAuth tokens securely
• perform actions on your behalf strictly as needed for Service functionality and in accordance with this Agreement and our Privacy Policy

3.3 YouTube Policies

You are solely responsible for:

• complying with YouTube's Terms of Service
• complying with YouTube API Services Terms and Policies
• ensuring your automated replies or interactions follow YouTube's Community Guidelines

We do not guarantee YouTube approval, API access, or audit acceptance. Your use of the Service in connection with YouTube constitutes your agreement to be bound by YouTube's Terms of Service and related policies in addition to these Terms.

3.4 Revocation of Access

You may revoke the Service's access to your Google account or YouTube channel at any time via your Google Account permissions. Revoking access may disable some or all Service features connected to YouTube. Company is not responsible for any loss of functionality caused by such revocation.

4. Customer Responsibilities

Customer represents and warrants that:

• Customer Content does not violate any law or rights of third parties
• Customer owns or controls all necessary rights to Customer Content
• Customer will not use the Service for harassment, spam, manipulation, or prohibited automation
• Customer will comply with all applicable platform, regional, and data-privacy regulations

Customer alone is responsible for how the content generated by the Service is used.

5. Customer Content & Data Rights

5.1 Ownership

Customer retains full ownership of Customer Content.

5.2 License to Company

Customer grants Company a limited, worldwide, royalty-free license to use, process, display, and store Customer Content only as necessary to provide the Service, including copying and transforming Customer Content for functional purposes such as analysis, automation, and queueing.

5.3 Machine Learning Data

Company may anonymize and aggregate Customer Content to create Machine Learning Data. Machine Learning Data will never identify the Customer, and may be used to improve model accuracy, enhance product safety, train quality-improvement systems, and improve Service performance.

Information received from Google APIs is handled in accordance with Google's API Services User Data Policy (including the Limited Use requirements) and is not used to develop, improve, or train generalized AI or machine-learning models outside of the specific user-facing features of the Service.

6. Billing, Credits & Payments

6.1 Fees

Fees may include:

• Subscription fees
• Usage-based fees
• Credits (if applicable)
• Optional professional service fees

6.2 Refunds and Cancellation

Fees paid for the Service are generally non-refundable except where otherwise stated in our applicable refund policy, required by applicable law, or provided through the applicable payment processor or Merchant of Record. Any refund request may be subject to the terms, procedures, and policies of the payment processor or Merchant of Record handling the transaction.

Cancellation of a subscription does not entitle Customer to a refund for the current billing period and takes effect at the end of that billing period, unless otherwise required by applicable law or the applicable payment processor or Merchant of Record.

Where Customer has used the Service and such use has generated usage-based costs, consumed credits, or incurred third-party processing costs, Company may take that usage into account when determining whether a refund is available and the amount of any refund, to the extent permitted by applicable law and the policies of the applicable payment processor or Merchant of Record.

6.3 Credits

If applicable to your plan, credits:

• are consumed based on platform usage (e.g., AI tokens, API calls)
• may expire in accordance with the credit policy communicated in your plan
• are non-refundable

6.4 Auto-Renewal

Subscriptions renew automatically unless canceled before the renewal date. By subscribing, you authorize us to charge your payment method on each renewal date.

6.5 Billing Disputes

Billing disputes must be submitted within 60 days of the invoice date. After that, charges are deemed accepted. Customer must continue to pay undisputed amounts during any dispute process.

6.6 Late Payments

Overdue amounts may incur interest at 1% per month or the maximum amount permitted by law, whichever is lower.

7. Professional Services (Optional)

If Customer purchases setup, consulting, or custom development, applicable fees and refunds are subject to the agreed terms, our applicable refund policy, applicable law, and, where relevant, the terms of the payment processor or Merchant of Record. Timelines are estimates, and work is provided "as-is." Any deliverables remain Company intellectual property unless otherwise agreed in writing.

8. Intellectual Property

8.1 Company IP

All rights, titles, and interests in and to the Service, including its code, UI, models, algorithms, documentation, and any improvements or derivative works, belong to Company. Customer receives no intellectual property rights except those explicitly granted in these Terms.

8.2 Feedback

Any feedback or suggestions provided by Customer may be used by Company worldwide, royalty-free, forever, without obligation.

9. Confidentiality

Both parties agree to:

• protect confidential information using reasonable care
• not disclose confidential information to third parties
• use confidential information only to perform obligations under this Agreement

Exceptions apply where:

• information is or becomes public through no fault of the receiving party
• information is independently developed without use of the other party's information
• disclosure is required by law or court order (with notice where legally possible)

10. Warranties & Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

Company does not guarantee:

• uninterrupted service or error-free operation
• API uptime or continued availability of third-party integrations
• increased revenue, engagement, subscribers, or business results
• that any content generated is accurate, complete, or free from errors
• that YouTube or any third-party service will approve, allow, or maintain your automation

Customer acknowledges that all generated content may require manual review.

11. Indemnification

11.1 Customer Indemnity

Customer will defend, indemnify, and hold harmless Company from any claims, damages, losses, and expenses (including reasonable legal fees) arising from:

• Customer Content
• Customer's use of the Service
• End-User actions
• violation of laws or platform rules
• misuse or abuse of automation tools

11.2 Company Indemnity

Company will indemnify Customer for reasonable claims that the Service, when used in accordance with these Terms, directly infringes a third party's intellectual property rights, subject to the limitations in Section 12.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Company is not liable for indirect, incidental, special, punitive, or consequential damages.
• Company is not liable for lost profits, revenue, data, or business opportunities, even if advised of the possibility of such damages.
• Company's total aggregate liability in any 12-month period is limited to the total fees paid by Customer to Company for the Service during that 12-month period.

13. Termination

13.1 Termination for Cause

Either party may terminate this Agreement if the other party materially breaches and does not cure the breach within 30 days of written notice.

13.2 Immediate Termination

Company may terminate or suspend access immediately if Customer:

• abuses or threatens staff
• uses the Service for harmful, illegal, or deceptive purposes
• violates platform rules (including YouTube policies)
• attempts to hack, misuse, or damage the Service

Any refund, if applicable, will be determined in accordance with Section 6.2, applicable law, and, where relevant, the terms of the applicable payment processor or Merchant of Record.

13.3 Effect of Termination

Upon termination:

• Customer loses access to the Service immediately
• All outstanding amounts become due
• Customer Content may be deleted after 30 days, except where retention is required by law

Sections that by their nature should survive termination (including IP, confidentiality, indemnity, limitations of liability, and billing obligations) will continue to apply.

14. Amendments

We may update these Terms from time to time. We will notify you of material changes, and changes will take effect:

• immediately for new customers; and
• after 30 days for existing customers, unless you object. If you object, the prior Terms will remain in effect until the end of your current Subscription Term, after which the new Terms will apply if you renew.

15. Governing Law & Disputes

This Agreement is governed by the laws of the State of Wyoming, United States, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Wyoming, United States. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

16. Class Action Waiver

All disputes must be brought in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

17. Force Majeure

Neither party is liable for failure or delay caused by events beyond reasonable control, including natural disasters, war, civil disorder, government actions, labor disputes, or internet/infrastructure failures. Payment obligations are not excused by force majeure.

18. Assignment

Customer may not assign or transfer this Agreement without Company's prior written consent. Company may assign this Agreement in connection with a merger, acquisition, or corporate restructuring.

19. Publicity

Customer grants Company the right to display Customer's name, logo, and brand in marketing materials and on the website as a customer reference. Customer may revoke this permission at any time by written notice.

20. Notices

Notices under this Agreement are valid when sent via email to the contact details provided during signup or as otherwise updated in writing by the parties.

21. Entire Agreement

These Terms constitute the entire Agreement between Customer and Company regarding the Service and supersede all prior or contemporaneous agreements, proposals, or representations relating to its subject matter.

22. Google & YouTube Data; Limited Use

When you use the Service with YouTube or other Google services, Company's access to and use of Google user data is subject to the Google API Services User Data Policy, including its Limited Use requirements. Company's use and transfer of information received from Google APIs will comply with that policy.

Information received from YouTube API Services is used only to provide and improve user-facing features of the Service (such as comment retrieval, reply suggestions, and analytics), not to build generalized profiles unrelated to the Service and not for advertising or selling data to third parties.

By using the Service with YouTube, you acknowledge that your use of YouTube is also governed by the YouTube Terms of Service and related policies, in addition to this Agreement.