Terms & Conditions
Rough Cut Terms and Conditions
These Terms and Conditions, together with any documents, policies, notices, licenses, or agreements referenced herein, including any Privacy Policy, Beta Program rules, or End User License Agreement, govern your access to and use of the Rough Cut website, beta software, downloadable application, related tools, features, services, documentation, content, updates, and any associated materials.
These Terms are a legally binding agreement between you and [TM Media LLC], doing business as Rough Cut(“Rough Cut,” “Company,” “we,” “us,” or “our”).
By accessing our website, creating an account, joining the beta program, checking a box indicating your acceptance, downloading the Rough Cut beta app, installing the app, opening the app, using the app, or otherwise accessing any Rough Cut software, technology, content, systems, documentation, or services, you confirm that you have read, understood, and agree to be bound by these Terms.
If you do not agree to these Terms, do not check the acceptance box, do not download the app, do not install the app, and do not use Rough Cut.
1. Overview of Rough Cut
Rough Cut is a software product and business that develops tools for video editors, creatives, production teams, and related users. The Rough Cut beta app may include software, code, user interface designs, workflows, models, systems, automation tools, media-processing features, file-analysis features, artificial intelligence features, experimental functionality, proprietary processes, and related technology.
The beta version of Rough Cut is made available for limited testing, feedback, evaluation, and early use only. The beta app is not a final commercial release and may contain bugs, errors, incomplete features, unstable performance, unexpected behavior, or changes without notice.
2. Eligibility
You may use Rough Cut only if you are legally able to enter into a binding agreement.
By accepting these Terms, you represent and warrant that:
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You are at least 18 years old, or the age of legal majority in your jurisdiction.
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You have the legal authority to accept these Terms.
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You are not prohibited from using Rough Cut under applicable law.
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You will use Rough Cut only in compliance with these Terms and all applicable laws.
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Any information you provide to Rough Cut is accurate, current, and complete.
If you are accepting these Terms on behalf of a company, organization, agency, studio, production company, employer, or other entity, you represent that you have authority to bind that entity to these Terms. In that case, “you” and “your” refer to both you individually and that entity.
3. Beta Access
Rough Cut may provide access to beta software, pre-release software, experimental tools, early features, private demos, test builds, prototypes, or limited-access functionality.
You understand and agree that beta software:
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Is provided for evaluation and testing.
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May not function correctly.
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May be changed, suspended, disabled, limited, or discontinued at any time.
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May contain errors, defects, bugs, security vulnerabilities, or incomplete features.
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May produce inaccurate, incomplete, or unintended outputs.
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May not be suitable for professional, commercial, legal, financial, production-critical, or mission-critical use.
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May not be supported, maintained, updated, or made commercially available.
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May require internet access, system permissions, local processing, cloud processing, or third-party services.
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May be subject to usage limits, account restrictions, device limits, or access controls.
Rough Cut has no obligation to release a final version of the beta app or to make any specific feature publicly available.
4. Acceptance by Checkbox
Before downloading the Rough Cut beta app, you may be required to check a box confirming that you accept these Terms.
By checking the acceptance box, you expressly agree that:
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You have read these Terms.
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You understand these Terms.
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You agree to be legally bound by these Terms.
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You understand that the Rough Cut beta app installs software code on your machine.
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You understand that the software, codebase, user interface, workflow, business concepts, technical systems, documentation, and related intellectual property belong to Rough Cut or its licensors.
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You agree not to sell, copy, share, redistribute, reverse engineer, reproduce, disclose, misuse, or steal any part of Rough Cut.
Your acceptance by checkbox is intended to create an enforceable clickwrap agreement.
5. Limited License to Use the Beta App
Subject to your full compliance with these Terms, Rough Cut grants you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to download, install, and use the beta app solely for your own internal testing and evaluation.
This license does not transfer ownership of Rough Cut or any Rough Cut intellectual property to you.
You are not buying Rough Cut. You are receiving limited permission to use a beta version under the restrictions in these Terms.
Rough Cut may revoke this license at any time, with or without notice, especially if you violate these Terms.
6. No Sale, Transfer, Sharing, or Redistribution
You may not sell, resell, rent, lease, lend, sublicense, distribute, publish, upload, share, transfer, provide access to, or otherwise make available the Rough Cut app, installer, code, files, features, credentials, access keys, documentation, screenshots of private beta functionality, technical materials, or any related materials to any third party.
You may not allow another person or entity to use your copy, account, download link, access credentials, beta invitation, license, or installed version of Rough Cut.
You may not post the app, installer, download link, build, code, documentation, or private beta materials online, including on websites, forums, GitHub, Discord, Slack, Reddit, social media, file-sharing services, cloud storage folders, or any public or private repository.
7. Intellectual Property Ownership
Rough Cut and its licensors retain all right, title, and interest in and to the Rough Cut business, brand, software, app, codebase, source code, object code, scripts, architecture, databases, models, prompts, workflows, design systems, user interfaces, user experience designs, trade secrets, inventions, ideas, concepts, methods, processes, systems, documentation, logos, trademarks, service marks, graphics, text, videos, demos, beta materials, technical information, product roadmap, feature concepts, and all related intellectual property.
This includes, without limitation:
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The Rough Cut name.
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The Rough Cut logo and branding.
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The beta app.
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The software codebase.
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Any installed code or executable files.
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Any local or cloud-based processing systems.
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The structure, sequence, and organization of the software.
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The user interface and user experience.
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Product ideas and feature concepts.
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Automation workflows.
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Editing workflows.
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AI-assisted editing systems.
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Business methods and product strategy.
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Documentation, instructions, and onboarding materials.
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Beta testing materials.
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Non-public technical or business information.
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Updates, modifications, improvements, and derivative works.
Except for the limited license expressly granted in these Terms, you receive no ownership rights, license rights, or other rights in Rough Cut.
All rights not expressly granted are reserved by Rough Cut.
8. Strict Prohibition on Copying, Reverse Engineering, and Misuse
You agree that you will not, directly or indirectly:
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Copy Rough Cut or any part of it.
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Modify Rough Cut.
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Create derivative works based on Rough Cut.
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Reverse engineer Rough Cut.
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Decompile Rough Cut.
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Disassemble Rough Cut.
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Attempt to discover the source code, object code, architecture, algorithms, models, prompts, logic, workflows, database structure, systems, or underlying ideas of Rough Cut.
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Extract, scrape, copy, clone, reproduce, or imitate any part of Rough Cut.
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Circumvent technical protections, access controls, authentication systems, license controls, usage limits, or security features.
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Remove, alter, or obscure proprietary notices, copyright notices, trademark notices, watermarks, metadata, or ownership labels.
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Use Rough Cut to build, train, support, or improve a competing product.
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Use Rough Cut as a reference to develop a similar app, plugin, workflow, AI tool, media automation product, or video-editing technology.
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Benchmark Rough Cut for competitive purposes.
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Analyze Rough Cut for the purpose of copying its features, design, workflows, business model, or technical implementation.
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Permit any third party to do any of the above.
You agree that any unauthorized copying, reverse engineering, disclosure, distribution, or competitive misuse may cause irreparable harm to Rough Cut.
9. Confidentiality of Beta Materials
Because Rough Cut may provide access to private beta software, unreleased features, non-public technical materials, experimental functionality, internal product concepts, and business information, you agree to treat all non-public Rough Cut materials as confidential.
Confidential information includes, but is not limited to:
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The beta app.
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Download links.
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App builds.
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Code or executable files.
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Screenshots or recordings of unreleased features.
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User interface designs.
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Technical workflows.
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Product concepts.
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Product roadmap information.
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Pricing or business strategy.
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Private communications from Rough Cut.
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Feedback discussions.
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Testing instructions.
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Bugs, limitations, performance details, or unreleased feature behavior.
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Any information that a reasonable person would understand to be confidential.
You agree not to disclose, publish, share, transmit, or make available any confidential Rough Cut information without prior written permission from Rough Cut.
This confidentiality obligation continues even after you stop using Rough Cut.
10. Feedback and Suggestions
You may provide ideas, suggestions, comments, bug reports, feature requests, improvements, workflows, examples, or other feedback to Rough Cut.
By submitting feedback, you grant Rough Cut a worldwide, perpetual, irrevocable, royalty-free, fully paid, transferable, sublicensable license to use, copy, modify, distribute, publish, commercialize, and otherwise exploit that feedback for any purpose without compensation, credit, approval, or obligation to you.
You agree that Rough Cut may use your feedback to improve, develop, market, sell, or modify its products and services.
You agree that feedback does not give you any ownership interest in Rough Cut, the app, the business, the codebase, any product feature, or any future version of the software.
11. User Content and Media Files
Rough Cut may allow you to upload, process, analyze, organize, transcribe, edit, or otherwise interact with media files, video files, audio files, images, metadata, project files, transcripts, prompts, text, folders, or other content.
You retain ownership of the content you lawfully own.
By using Rough Cut with your content, you represent and warrant that:
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You own the content or have all necessary rights to use it.
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You have permission to process the content using Rough Cut.
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Your content does not violate any law or third-party right.
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Your content does not infringe copyright, trademark, privacy, publicity, confidentiality, contractual, or other rights.
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Your use of Rough Cut with the content is lawful.
You grant Rough Cut the limited rights necessary to operate, provide, test, secure, improve, debug, and support the beta app and related services. This may include processing, storing, transmitting, analyzing, or displaying your content as needed to provide the app’s functionality.
Rough Cut does not claim ownership of your media files solely because you use the app.
12. Local Installation and Machine Access
The Rough Cut beta app may install software, files, code, dependencies, scripts, local services, helper tools, updates, caches, logs, configuration files, or related components on your machine.
By downloading and installing Rough Cut, you consent to the installation and operation of such components.
The app may require access to certain folders, files, media libraries, system resources, network connections, APIs, local storage, temporary files, logs, or permissions to function properly.
You are responsible for reviewing permissions and ensuring that you have authority to install software on the machine you use.
You may not install Rough Cut on any device that you do not own or are not authorized to use.
13. Updates, Changes, and Remote Disabling
Rough Cut may update, modify, patch, replace, suspend, disable, or remove features from the beta app at any time.
Rough Cut may require updates in order for the app to continue functioning.
Rough Cut may disable access to the beta app, revoke licenses, deactivate builds, limit functionality, or block accounts or devices if we believe that:
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You violated these Terms.
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Your access creates security, legal, technical, business, or operational risk.
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Your use may harm Rough Cut, other users, third parties, or the app.
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The beta program has ended.
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The app build is outdated, unsupported, or insecure.
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Continued use is no longer authorized.
14. Account Security and Access Credentials
If Rough Cut provides you with an account, login, license key, access code, download link, invitation, authentication token, API key, or other credentials, you are responsible for keeping them confidential and secure.
You may not share credentials with anyone else.
You are responsible for all activity that occurs under your account or credentials.
You must promptly notify Rough Cut if you believe your account, download link, build, license key, or credentials have been lost, stolen, shared, compromised, or misused.
15. Acceptable Use
You agree to use Rough Cut only for lawful, authorized purposes.
You may not use Rough Cut to:
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Violate any law or regulation.
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Infringe any intellectual property right.
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Process content you do not have the right to use.
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Upload or process illegal, harmful, abusive, defamatory, invasive, or exploitative material.
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Violate privacy, publicity, confidentiality, or contractual rights.
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Interfere with the operation of Rough Cut.
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Attempt unauthorized access to Rough Cut systems.
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Introduce malware, viruses, worms, trojans, malicious scripts, or harmful code.
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Circumvent security or access restrictions.
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Overload, disrupt, scrape, or abuse Rough Cut infrastructure.
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Use automated systems to access Rough Cut without authorization.
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Use Rough Cut for competitive intelligence, product cloning, or unauthorized research.
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Misrepresent your identity or affiliation.
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Use Rough Cut in a way that could damage the reputation, business, systems, users, or partners of Rough Cut.
16. Third-Party Services and Dependencies
Rough Cut may use, integrate with, or depend on third-party software, APIs, platforms, models, cloud services, libraries, open-source components, media tools, transcription tools, editing software, operating system services, or other third-party technologies.
Your use of third-party services may be subject to separate terms, licenses, policies, fees, limitations, or requirements.
Rough Cut is not responsible for third-party services, interruptions, outages, changes, errors, data handling, security practices, or terms.
17. Open-Source Components
The Rough Cut app may include or interact with open-source software components. Open-source components are licensed under their own applicable licenses.
Nothing in these Terms limits your rights under applicable open-source licenses.
However, the inclusion of open-source components does not grant you any rights to Rough Cut’s proprietary code, product, trade secrets, business methods, non-public systems, or other intellectual property.
18. Ownership of Improvements and Derivative Technology
Any modifications, improvements, updates, enhancements, patches, adaptations, derivative works, extensions, new features, workflows, technical systems, business concepts, or product developments relating to Rough Cut, whether created by Rough Cut alone or based in whole or in part on your feedback, testing, suggestions, or usage, are owned exclusively by Rough Cut.
You agree not to claim ownership of, challenge ownership of, or assert rights in Rough Cut’s product, codebase, ideas, workflows, systems, or improvements.
19. No Competitive Use
You may not use Rough Cut, access Rough Cut, test Rough Cut, evaluate Rough Cut, or review Rough Cut for the purpose of developing, supporting, funding, advising, designing, improving, marketing, or launching a competing product or service.
You may not use any non-public Rough Cut information to compete with Rough Cut.
You may not share Rough Cut’s private beta materials with any competitor, developer, investor, agency, contractor, employee, consultant, or third party for competitive purposes.
20. Contractors, Employees, and Team Members
If you use Rough Cut on behalf of a business, production company, agency, employer, team, or client, you are responsible for ensuring that anyone who accesses Rough Cut through you complies with these Terms.
You may not give contractors, employees, freelancers, editors, developers, consultants, or collaborators access to Rough Cut unless Rough Cut has authorized that access.
You are responsible for any breach of these Terms by anyone who receives access through you.
21. Payment, Pricing, and Future Commercial Release
The beta version of Rough Cut may be free, paid, invite-only, limited, or otherwise restricted.
Rough Cut may later introduce paid plans, subscriptions, usage-based pricing, enterprise plans, licensing fees, or other commercial terms.
Beta access does not guarantee free future access, discounted future access, permanent access, ownership, equity, revenue share, royalties, partnership rights, or any right to commercial terms.
22. No Warranties
Rough Cut is provided on an “as is” and “as available” basis.
To the fullest extent permitted by law, Rough Cut disclaims all warranties, express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, reliability, security, compatibility, performance, and error-free operation.
Rough Cut does not warrant that:
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The beta app will work without interruption.
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The beta app will be error-free.
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The beta app will meet your needs.
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The beta app will be compatible with all devices, systems, software, files, media formats, editing programs, or workflows.
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The beta app will produce accurate, complete, or usable results.
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The beta app will preserve, protect, or recover your files.
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Any defects will be corrected.
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The app will be made publicly available.
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Any feature will remain available.
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Your use of Rough Cut will produce any specific business, creative, technical, or financial result.
You use Rough Cut at your own risk.
23. Beta Risk and Backup Responsibility
Because Rough Cut is beta software, you are solely responsible for protecting your files, devices, projects, data, media, and systems.
Before using Rough Cut, you should back up all important files, project files, media, folders, settings, and system data.
Rough Cut is not responsible for lost files, corrupted files, deleted files, damaged projects, missing metadata, failed exports, timeline issues, inaccurate outputs, lost work, production delays, business interruption, or other damages arising from your use of the beta app.
Do not use beta software on your only copy of important files.
24. Limitation of Liability
To the fullest extent permitted by law, Rough Cut and its owners, officers, directors, employees, contractors, developers, agents, affiliates, licensors, service providers, successors, and assigns will not be liable for any indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, including but not limited to lost profits, lost revenue, lost data, lost files, lost media, lost business opportunities, production delays, editing delays, replacement costs, loss of goodwill, device damage, software conflicts, or business interruption.
To the fullest extent permitted by law, Rough Cut’s total liability for any claim arising out of or relating to these Terms, the website, the beta app, the software, or your use of Rough Cut will not exceed the greater of:
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The amount you paid to Rough Cut for access to the beta app in the three months before the claim arose; or
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One hundred U.S. dollars.
Some jurisdictions do not allow certain limitations of liability, so some of the above limitations may not apply to you.
25. Indemnification
You agree to defend, indemnify, and hold harmless Rough Cut and its owners, officers, directors, employees, contractors, developers, agents, affiliates, licensors, service providers, successors, and assigns from and against any claims, demands, damages, losses, liabilities, costs, expenses, settlements, judgments, fines, penalties, and fees, including reasonable attorneys’ fees, arising out of or relating to:
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Your use of Rough Cut.
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Your violation of these Terms.
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Your violation of any law.
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Your violation of any third-party rights.
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Your content, media, files, or data.
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Your unauthorized sharing, copying, disclosure, reverse engineering, or misuse of Rough Cut.
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Your breach of confidentiality.
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Your use of Rough Cut for competitive purposes.
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Your negligence, misconduct, fraud, or misuse.
26. Termination
Rough Cut may suspend, restrict, or terminate your access to the website, beta app, software, account, download link, license, or services at any time if you violate these Terms or if Rough Cut decides to end or modify the beta program.
Upon termination:
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Your license to use Rough Cut ends immediately.
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You must stop using the beta app.
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You must delete or uninstall all copies of the beta app in your possession or control.
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You must delete any confidential Rough Cut materials.
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You must stop using any Rough Cut credentials, access links, or private materials.
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You remain bound by provisions that by their nature should survive termination, including confidentiality, intellectual property, restrictions on copying, feedback rights, disclaimers, limitation of liability, indemnification, dispute resolution, and governing law.
27. Injunctive Relief
You acknowledge that unauthorized copying, disclosure, distribution, reverse engineering, competitive misuse, theft, or misappropriation of Rough Cut’s software, codebase, confidential information, trade secrets, product ideas, or intellectual property may cause irreparable harm for which monetary damages may be inadequate.
You agree that Rough Cut may seek injunctive relief, equitable relief, specific performance, or other legal remedies without the need to post a bond, in addition to any other remedies available under law.
28. Copyright and Intellectual Property Complaints
If you believe content on the Rough Cut website or services infringes your copyright or intellectual property rights, contact us at:
[Legal Contact Email]
Please include:
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Your name and contact information.
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A description of the copyrighted work or intellectual property.
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A description of the allegedly infringing material.
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The location of the material.
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A statement that you have a good-faith belief that the use is unauthorized.
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A statement that the information you provide is accurate.
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Your physical or electronic signature.
29. Privacy
Your use of Rough Cut may involve the collection, processing, storage, or transmission of certain information. Our handling of personal information is described in our Privacy Policy.
By using Rough Cut, you acknowledge that you have reviewed our Privacy Policy.
You should not upload, process, or provide sensitive personal information, confidential client files, private media, protected health information, financial information, legal materials, or regulated data unless you have confirmed that your use is lawful and appropriate.
30. Publicity
You may not use Rough Cut’s name, logo, trademarks, screenshots, beta materials, demos, or non-public product information in public posts, marketing materials, press releases, investor materials, websites, videos, case studies, social media, or promotional content without prior written permission from Rough Cut.
Rough Cut may not use your name, company name, logo, or public endorsement without your permission, except as necessary to operate the beta program or as otherwise permitted by law.
31. Communications
By signing up, downloading, or using Rough Cut, you agree that Rough Cut may contact you regarding your account, beta access, updates, security issues, legal notices, support, feedback, and product information.
You are responsible for keeping your contact information current.
32. Changes to These Terms
Rough Cut may update or modify these Terms from time to time.
If we make material changes, we may provide notice by posting the updated Terms on our website, updating the “Last Updated” date, sending an email, requiring renewed acceptance, or using another reasonable method.
Your continued use of Rough Cut after updated Terms become effective means you accept the updated Terms.
If you do not agree to the updated Terms, you must stop using Rough Cut and uninstall the app.
33. Export Compliance
You agree to comply with all applicable export control, sanctions, and trade laws. You may not use, download, export, re-export, transfer, or provide access to Rough Cut in violation of applicable laws or to any prohibited person, entity, country, or region.
34. Governing Law
These Terms are governed by the laws of the State of [State], without regard to conflict-of-law principles.
You agree that any dispute arising out of or relating to these Terms, Rough Cut, the website, the beta app, or related services will be resolved in the state or federal courts located in [County, State], unless otherwise required by applicable law.
You consent to the personal jurisdiction and venue of those courts.
35. Dispute Resolution
Before filing any legal claim, you agree to first contact Rough Cut at [Legal Contact Email] and attempt to resolve the dispute informally.
Your notice must include your name, contact information, a description of the dispute, and the relief you seek.
If the dispute is not resolved within 30 days after notice, either party may pursue available legal remedies.
36. No Class Actions
To the fullest extent permitted by law, you and Rough Cut agree that each may bring claims only in an individual capacity and not as a plaintiff, class member, representative, or participant in any class action, collective action, consolidated action, private attorney general action, or representative proceeding.
37. Assignment
You may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations under these Terms without prior written permission from Rough Cut.
Rough Cut may assign, transfer, or delegate these Terms in connection with a merger, acquisition, financing, sale of assets, corporate transaction, restructuring, or by operation of law.
38. Severability
If any provision of these Terms is found invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.
The invalid or unenforceable provision will be interpreted or replaced to achieve the original intent as closely as possible.
39. No Waiver
Rough Cut’s failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.
Any waiver must be in writing and signed by Rough Cut.
40. Entire Agreement
These Terms, together with any referenced policies, notices, or agreements, constitute the entire agreement between you and Rough Cut regarding your use of the website, beta app, software, and related services.
These Terms supersede all prior or contemporaneous agreements, understandings, statements, or communications regarding the same subject matter.
41. Contact Information
This website and beta app are owned and operated by:
TM Media LLC
Doing business as Rough Cut
USA
42. Beta Download Acceptance Statement
Before downloading the Rough Cut beta app, users must agree to the following:
Checkbox Text:
I have read, understood, and agree to the Rough Cut Terms and Conditions. I understand that the Rough Cut beta app will install software code on my machine. I agree that I will not sell, copy, share, redistribute, reverse engineer, replicate, disclose, misuse, or attempt to steal any Rough Cut software, codebase, intellectual property, trade secrets, product ideas, workflows, systems, or confidential materials.
1. Definitions
For purposes of these Terms:
“Rough Cut” means the Rough Cut business, website, application, desktop software, downloadable installer, software code, local software components, cloud services, subscription system, token system, artificial intelligence features, transcription features, media-analysis tools, timeline-building tools, post-production workflow tools, documentation, interfaces, workflows, brand, trademarks, proprietary systems, and all related products and services owned or operated by TM Media LLC.
“App” means the Rough Cut downloadable software application, installer, executable files, local code, scripts, helpers, dependencies, plugins, panels, updates, license systems, and related components installed on or accessed from your device.
“Services” means the Rough Cut website, App, software, account system, payment system, subscription system, token system, cloud processing, AI-assisted editing tools, transcription tools, media-analysis tools, documentation, support, and related services.
“Subscription” means a paid recurring plan offered by Rough Cut, including monthly, annual, promotional, usage-based, token-based, or other paid plans.
“Monthly Subscription Fee” means the recurring monthly price displayed to you at checkout for your selected Rough Cut plan.
“Tokens” or “Rough Cut Tokens” means the usage credits, processing credits, analysis credits, or other internal units provided under a Rough Cut plan that may be used to access eligible Rough Cut processing features.
“User Content” means any video files, audio files, image files, media folders, project files, timelines, transcripts, prompts, text, metadata, or other content that you upload, import, submit, process, analyze, access, or use with Rough Cut.
“Outputs” means any transcripts, selects, subclips, timelines, metadata, analysis, recommendations, edits, organization, labels, summaries, or other results generated by or through Rough Cut.
“Protected Parties” means TM Media LLC, Rough Cut, and their owners, members, managers, officers, directors, employees, contractors, engineers, developers, designers, founders, advisors, consultants, agents, affiliates, licensors, vendors, service providers, successors, and assigns.
2. Binding Agreement
These Terms form a binding agreement between you and TM Media LLC.
You accept these Terms when you:
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Check a box confirming acceptance.
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Click a button to subscribe, purchase, download, install, or continue.
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Create a Rough Cut account.
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Purchase a Rough Cut subscription.
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Pay a monthly subscription fee.
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Use Rough Cut Tokens.
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Download or install the App.
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Access or use the Services.
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Continue using Rough Cut after updated Terms become effective.
If you use Rough Cut on behalf of a company, production company, agency, studio, employer, client, partnership, organization, or other entity, you represent and warrant that you have authority to bind that entity to these Terms. In that case, “you” and “your” refer to both you individually and that entity.
3. Overview of Rough Cut
Rough Cut is a software product designed to assist video editors, filmmakers, creators, post-production professionals, production companies, agencies, studios, and related users with post-production workflows.
Rough Cut may provide tools for analyzing footage, processing media, transcribing audio, identifying selects, organizing footage, assisting with timelines, creating rough assemblies, interacting with editing software, and supporting post-production workflows.
Rough Cut may include artificial intelligence, machine learning, automation, transcription, visual analysis, media processing, timeline logic, cloud processing, local software installation, third-party integrations, and other technologies.
Rough Cut is a software tool. Rough Cut is not a human editor, assistant editor, post-production supervisor, colorist, sound mixer, finishing artist, producer, legal clearance provider, delivery vendor, quality-control service, data-backup service, or guaranteed project-completion service.
You are solely responsible for reviewing, verifying, correcting, editing, exporting, backing up, approving, and delivering all work created with or assisted by Rough Cut.
4. Eligibility
You may use Rough Cut only if you can legally enter into a binding agreement.
By using Rough Cut, you represent and warrant that:
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You are at least 18 years old or the legal age of majority in your jurisdiction.
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You have the authority to accept these Terms.
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You are not prohibited from using Rough Cut under applicable law.
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You will use Rough Cut only in compliance with these Terms.
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You will comply with all applicable laws, rules, regulations, contracts, client agreements, production agreements, union rules, guild rules, employer policies, confidentiality obligations, privacy obligations, and intellectual property obligations.
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All information you provide to Rough Cut is accurate, current, and complete.
5. Paid Product; No Beta Relationship
These Terms apply to the paid commercial version of Rough Cut.
Your paid Subscription gives you access to the paid Rough Cut product only according to your selected plan, your allotted Rough Cut Tokens, and the restrictions in these Terms.
Your Subscription does not create any ownership interest, partnership, employment relationship, joint venture, agency relationship, investment right, equity right, revenue share, royalty right, source-code right, intellectual property right, or business right in Rough Cut or TM Media LLC.
6. Subscription Plans
Rough Cut may offer monthly subscriptions, annual subscriptions, token-based subscriptions, promotional plans, discounted plans, enterprise plans, or other paid access plans.
Your plan may include access to:
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The Rough Cut App.
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A software download and installation.
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Account access.
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A specific number of Rough Cut Tokens.
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Certain available features.
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Certain support channels.
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Certain usage limits.
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Certain device, seat, or account limits.
Your plan does not include anything not expressly stated at checkout or in your written plan description.
Rough Cut may modify, add, remove, suspend, limit, discontinue, rename, redesign, or replace plans at any time, subject to applicable law.
7. Monthly Subscription Fee
The Monthly Subscription Fee is the price displayed to you at checkout for your selected plan.
The Monthly Subscription Fee is paid in exchange for your allotted Rough Cut Tokens and authorized access to the Rough Cut App and Services during the applicable billing period.
The Monthly Subscription Fee is not paid in exchange for:
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Guaranteed results.
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Guaranteed output quality.
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Guaranteed client-ready deliverables.
-
Guaranteed professional editing services.
-
Guaranteed project completion.
-
Guaranteed deadline completion.
-
Guaranteed uptime.
-
Guaranteed processing speed.
-
Guaranteed availability of every feature.
-
Guaranteed compatibility with your files or workflow.
-
Human editing labor.
-
Assistant editor labor.
-
Custom post-production support.
-
Custom software development.
-
Emergency deadline support.
-
Data recovery.
-
Quality-control review.
-
Client approval.
-
Any specific commercial, creative, technical, or financial outcome.
You agree that the Monthly Subscription Fee is for the allotted Rough Cut Token amount and authorized product access only.
8. Rough Cut Tokens
Depending on your selected plan, Rough Cut may provide you with a specific number of Rough Cut Tokens per billing period.
Tokens may be used for eligible usage-based features, including but not limited to media analysis, visual analysis, transcription, AI processing, footage review, timeline assistance, subclip generation, or other processing features.
Tokens are an internal accounting unit within Rough Cut.
Tokens are not cash, currency, stored value, gift cards, deposits, property, securities, or legal tender.
Tokens do not represent ownership in Rough Cut.
Tokens do not guarantee that any processing request will succeed, complete, satisfy your expectations, meet your standards, meet a deadline, produce useful results, or be accepted by a client.
Tokens may be consumed when processing is attempted, started, submitted, partially completed, completed, interrupted, errored, or returned, depending on the applicable token rules.
Unless expressly stated otherwise in writing:
-
Tokens are included only for the applicable billing period.
-
Unused monthly Tokens do not roll over.
-
Tokens expire at the end of the billing period.
-
Tokens cannot be redeemed for cash.
-
Tokens cannot be transferred.
-
Tokens cannot be sold.
-
Tokens cannot be shared.
-
Tokens cannot be sublicensed.
-
Tokens cannot be assigned.
-
Tokens cannot be refunded.
-
Tokens cannot be used outside Rough Cut.
-
Tokens cannot be converted into any other product or service.
-
Tokens may be revoked if obtained by fraud, abuse, chargeback, payment failure, unauthorized access, or violation of these Terms.
Rough Cut may change token allotments, token pricing, token usage rates, token expiration rules, token consumption methods, token definitions, token limits, and token availability at any time, subject to applicable law.
9. What Your Subscription Entitles You To
Subject to your compliance with these Terms and payment of all applicable fees, your Subscription entitles you only to:
-
A limited right to download the Rough Cut App.
-
A limited right to install the Rough Cut App on authorized devices.
-
A limited right to access the Rough Cut Services during your active billing period.
-
The number of Rough Cut Tokens included in your selected plan.
-
Access to the features Rough Cut makes available to your account at that time.
Your Subscription does not entitle you to:
-
A refund.
-
A specific output.
-
A specific result.
-
A specific quality level.
-
A specific edit.
-
A specific timeline.
-
A specific transcript.
-
A specific select list.
-
A specific delivery time.
-
A specific processing speed.
-
A specific uptime percentage.
-
A specific support response time.
-
A specific feature remaining available.
-
A specific integration remaining available.
-
A specific editing software version remaining supported.
-
A specific third-party service remaining available.
-
A specific AI model remaining available.
-
A specific token value remaining unchanged.
-
A specific product roadmap.
-
A specific feature request being built.
-
Human editing services.
-
Project completion services.
-
Deadline support.
-
Client-ready deliverables.
-
Legal, creative, technical, or professional review.
-
Ownership of any Rough Cut intellectual property.
10. No Refunds
All payments are final and non-refundable to the fullest extent permitted by law.
This includes, without limitation:
-
Monthly Subscription Fees.
-
Annual Subscription Fees.
-
Token purchases.
-
Add-ons.
-
Upgrades.
-
Overages.
-
Renewals.
-
Promotional plans.
-
Discounted plans.
-
One-time fees.
-
Setup fees.
-
Any other paid Rough Cut access.
Rough Cut does not provide refunds, credits, replacement Tokens, billing extensions, discounts, or partial refunds because:
-
You did not use the Services.
-
You did not use all Tokens.
-
Tokens expired.
-
Tokens were consumed.
-
You were dissatisfied with the App.
-
You were dissatisfied with Outputs.
-
The App did not meet your standards.
-
The App did not meet your client’s standards.
-
The App did not meet your creative expectations.
-
The App did not meet your professional expectations.
-
The App did not meet your technical expectations.
-
The App did not meet your workflow expectations.
-
The App did not complete your project.
-
The App did not meet a deadline.
-
A client rejected your work.
-
You lost a client.
-
You lost revenue.
-
You changed your mind.
-
You selected the wrong plan.
-
You forgot to cancel.
-
Your Subscription renewed.
-
Your device was incompatible.
-
Your operating system was incompatible.
-
Your editing software was incompatible.
-
Your media files were incompatible.
-
Your internet connection failed.
-
A third-party service failed.
-
Rough Cut experienced downtime, outage, bugs, delays, errors, or degraded performance.
-
A feature was changed, removed, delayed, limited, or unavailable.
-
You failed to back up your files.
-
You violated these Terms.
Rough Cut may choose to issue a refund, credit, replacement Token, or accommodation in a specific case at its sole discretion. Doing so does not create any obligation to do so in any other case.
11. Automatic Renewal
Unless otherwise stated at checkout, Subscriptions automatically renew at the end of each billing period.
By purchasing a Subscription, you authorize Rough Cut and its payment processors to charge your payment method automatically on a recurring basis for the applicable Subscription fees, taxes, and charges until you cancel.
You are responsible for canceling your Subscription before the renewal date if you do not want to be charged for the next billing period.
Cancellation stops future renewal charges but does not entitle you to a refund for the current billing period.
After cancellation, you may continue to have access until the end of the then-current paid billing period, unless your access is terminated earlier for violation of these Terms.
12. Cancellation
You may cancel your Subscription using the cancellation method made available by Rough Cut.
Rough Cut may require you to cancel through your account, billing portal, payment processor, app store, or other subscription-management method used for your purchase.
You are responsible for confirming that your cancellation was completed.
Deleting the App, uninstalling the App, deleting your account, failing to use the Services, failing to use Tokens, or sending an informal message that does not follow the required cancellation process may not cancel your Subscription.
If you purchased through a third-party platform or payment processor, you may need to cancel through that third party.
13. Payment Authorization
By providing a payment method, you represent and warrant that:
-
You are authorized to use the payment method.
-
The payment information is accurate and current.
-
You authorize recurring charges for your Subscription.
-
You authorize charges for applicable taxes, fees, add-ons, upgrades, overages, and renewals.
-
You will promptly update expired, invalid, or changed payment information.
If your payment fails, Rough Cut may suspend, limit, downgrade, or terminate your account, Subscription, Tokens, App access, and Services.
14. Taxes
You are responsible for all taxes, duties, levies, assessments, and governmental charges associated with your purchase, except taxes based on Rough Cut’s income.
Rough Cut may collect and remit taxes where required or permitted by law.
15. Chargebacks and Payment Disputes
If you dispute a charge, initiate a chargeback, reverse a payment, or report a payment as unauthorized without first contacting Rough Cut, Rough Cut may suspend or terminate your account, revoke Tokens, cancel your Subscription, revoke your license, block future access, and pursue any available remedies.
You agree to contact Rough Cut at [Billing Contact Email] before initiating a payment dispute.
16. Limited Software License
Subject to your full compliance with these Terms and payment of all applicable fees, Rough Cut grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to download, install, and use the Rough Cut App solely for your own authorized internal use during your active Subscription period.
This license is limited to the number of users, seats, devices, accounts, Tokens, and usage limits included in your plan.
This license does not transfer ownership of Rough Cut to you.
All rights not expressly granted are reserved by Rough Cut.
17. No Ownership Transfer
You are not buying Rough Cut.
You are not buying the App.
You are not buying the codebase.
You are not buying the source code.
You are not buying the object code.
You are not buying the business.
You are not buying the brand.
You are not buying the trademarks.
You are not buying the product ideas.
You are not buying the workflows.
You are not buying the technical systems.
You are not buying the prompts, models, logic, architecture, designs, or trade secrets.
You are receiving only a limited right to access and use Rough Cut during your active Subscription period, subject to these Terms.
No Subscription payment, token purchase, download, installation, usage, feedback, communication, or other interaction gives you any ownership interest in Rough Cut, TM Media LLC, or any Rough Cut intellectual property.
18. Rough Cut Intellectual Property
Rough Cut and its licensors own and retain all right, title, and interest in and to Rough Cut and all associated intellectual property, proprietary rights, confidential information, and trade secrets.
This includes, without limitation:
-
The Rough Cut name.
-
The Rough Cut logo.
-
Rough Cut branding.
-
Rough Cut trademarks.
-
Rough Cut service marks.
-
Rough Cut trade dress.
-
Rough Cut domain names.
-
Rough Cut website content.
-
The App.
-
The installer.
-
Source code.
-
Object code.
-
Scripts.
-
Executable files.
-
Software architecture.
-
Local software components.
-
Cloud software components.
-
Databases.
-
APIs.
-
Authentication systems.
-
License systems.
-
Token systems.
-
Payment systems.
-
Account systems.
-
User interfaces.
-
User experience designs.
-
Product flows.
-
Visual designs.
-
Editing workflows.
-
Media-analysis workflows.
-
Transcription workflows.
-
AI-assisted editing workflows.
-
Timeline-building workflows.
-
Footage-organization workflows.
-
Prompting systems.
-
System prompts.
-
Model-selection systems.
-
Analysis logic.
-
Output-ranking logic.
-
Subclip-selection logic.
-
Product concepts.
-
Product roadmap.
-
Business strategy.
-
Pricing strategy.
-
Technical documentation.
-
Training materials.
-
Demo materials.
-
Marketing materials.
-
Support materials.
-
Inventions.
-
Improvements.
-
Modifications.
-
Updates.
-
Derivative works.
-
Trade secrets.
-
Confidential information.
-
All other materials, technology, rights, and goodwill associated with Rough Cut.
You agree not to challenge, contest, interfere with, dilute, misuse, copy, or claim ownership of Rough Cut’s intellectual property.
19. No Copying, Reproduction, or Competing Product
You may not copy, reproduce, clone, imitate, modify, adapt, translate, port, recreate, reverse engineer, sell, resell, distribute, launch, commercialize, or assist in creating any product, service, app, plugin, script, workflow, AI tool, media-analysis system, post-production automation system, timeline-building system, footage-organization system, editing assistant, software product, or business that is based on, derived from, substantially similar to, or developed using Rough Cut, Rough Cut’s confidential information, Rough Cut’s trade secrets, Rough Cut’s software, Rough Cut’s workflows, Rough Cut’s designs, Rough Cut’s non-public product concepts, Rough Cut’s technical systems, or your access to Rough Cut.
You may not use Rough Cut to create your own version of Rough Cut.
You may not use Rough Cut to help any developer, contractor, employee, employer, investor, studio, agency, production company, competitor, client, consultant, or third party create a competing or similar product.
You agree that using Rough Cut’s software, codebase, confidential information, trade secrets, product concepts, workflows, designs, non-public materials, trademarks, branding, or technical systems to create or assist a competing or similar product would violate these Terms and may constitute misappropriation of Rough Cut’s intellectual property, trade secrets, confidential information, contractual rights, and other rights.
20. No Reverse Engineering
You may not, directly or indirectly:
-
Reverse engineer Rough Cut.
-
Decompile Rough Cut.
-
Disassemble Rough Cut.
-
Attempt to discover source code.
-
Attempt to discover object code.
-
Attempt to discover scripts.
-
Attempt to discover prompts.
-
Attempt to discover model usage.
-
Attempt to discover system architecture.
-
Attempt to discover API logic.
-
Attempt to discover token logic.
-
Attempt to discover license logic.
-
Attempt to discover payment logic.
-
Attempt to discover database structures.
-
Attempt to discover file structures.
-
Attempt to discover hidden features.
-
Attempt to discover proprietary workflows.
-
Attempt to derive Rough Cut’s technical methods.
-
Monitor network traffic for unauthorized purposes.
-
Circumvent security controls.
-
Circumvent account controls.
-
Circumvent token controls.
-
Circumvent license controls.
-
Circumvent payment controls.
-
Circumvent usage limits.
-
Remove proprietary notices.
-
Remove copyright notices.
-
Remove trademark notices.
-
Disable security features.
-
Disable tracking, logging, token usage, or license checks.
-
Access non-public systems.
-
Access internal tools.
-
Access admin systems.
-
Access source repositories.
-
Use any technical method to copy, derive, reproduce, or compete with Rough Cut.
You may not permit, encourage, assist, hire, pay, or enable any third party to do any of the above.
21. No Sharing or Redistribution
You may not sell, resell, rent, lease, lend, sublicense, publish, upload, distribute, transfer, assign, share, disclose, or provide access to:
-
The App.
-
The installer.
-
Download links.
-
License keys.
-
Account credentials.
-
Tokens.
-
API keys.
-
Authentication tokens.
-
Documentation.
-
Private product materials.
-
Screenshots of non-public features.
-
Videos of non-public features.
-
Internal communications.
-
Confidential business information.
-
Non-public technical information.
-
Code.
-
Workflows.
-
Prompts.
-
Product strategy.
-
Any other Rough Cut materials not expressly authorized for public distribution.
You may not upload Rough Cut materials to GitHub, GitLab, Bitbucket, Dropbox, Google Drive, Discord, Slack, Reddit, YouTube, social media, file-sharing services, public repositories, private repositories, marketplaces, forums, or any other location without prior written permission from Rough Cut.
22. Account Sharing Prohibited
Unless your Subscription plan expressly allows multiple seats, your Rough Cut account is for one authorized user only.
You may not share your account, password, login credentials, Tokens, download link, installer, license key, or App access with anyone else.
You are responsible for all activity that occurs through your account or credentials.
Rough Cut may suspend or terminate accounts that appear to be shared, transferred, resold, abused, or used by unauthorized persons.
23. Confidentiality
Your use of Rough Cut may expose you to confidential and proprietary information.
You agree to keep Rough Cut confidential information strictly confidential.
Confidential information includes, without limitation:
-
Non-public features.
-
Non-public product concepts.
-
Product roadmap.
-
Pricing strategy.
-
Business strategy.
-
Technical architecture.
-
Code.
-
Installed files.
-
App behavior.
-
Internal workflows.
-
User interface designs.
-
User experience designs.
-
AI workflows.
-
Prompting systems.
-
Model usage.
-
Media-analysis systems.
-
Token systems.
-
License systems.
-
Performance details.
-
Security features.
-
Documentation.
-
Private communications.
-
Any information that a reasonable person would understand to be confidential given the nature of Rough Cut and the circumstances of disclosure.
You may not disclose confidential information to any third party without prior written permission from Rough Cut.
Your confidentiality obligations continue after your Subscription, account, license, or access ends.
24. Trade Secrets
You acknowledge that Rough Cut includes valuable trade secrets and proprietary information.
You agree to take reasonable measures to protect Rough Cut’s trade secrets and confidential information.
You may not acquire, use, disclose, publish, copy, transfer, reverse engineer, derive, commercialize, or misappropriate Rough Cut’s trade secrets.
You may not use access to Rough Cut to discover, duplicate, imitate, or commercialize Rough Cut’s trade secrets.
25. Trademarks
The Rough Cut name, logo, branding, product names, slogans, domain names, social handles, designs, trade dress, and related marks are trademarks or service marks of TM Media LLC or its licensors.
You may not use any Rough Cut trademark, logo, brand asset, product name, trade name, service mark, domain name, social handle, confusingly similar name, or branding without prior written permission.
You may not create, register, purchase, use, or attempt to register any domain name, business name, app name, product name, trademark, service mark, social media handle, account, repository, or identifier that includes or is confusingly similar to Rough Cut.
You may not suggest affiliation, sponsorship, endorsement, partnership, approval, or authorization by Rough Cut without prior written permission.
26. Copyright
Rough Cut software, code, documentation, content, designs, text, images, videos, workflows, diagrams, interface elements, and other expressive materials may be protected by copyright.
You may not copy, reproduce, distribute, publicly display, publicly perform, modify, publish, create derivative works from, or otherwise exploit Rough Cut copyrighted materials without prior written permission.
No copyright license is granted except the limited use license expressly stated in these Terms.
27. Feedback
You may provide comments, suggestions, bug reports, ideas, feature requests, improvements, examples, workflows, test results, or other feedback to Rough Cut.
By providing feedback, you grant Rough Cut a worldwide, perpetual, irrevocable, royalty-free, fully paid, transferable, sublicensable license to use, copy, modify, publish, distribute, commercialize, incorporate, develop, and otherwise exploit that feedback for any purpose without compensation, credit, approval, or obligation to you.
Feedback does not give you ownership in Rough Cut.
Feedback does not create any partnership, employment relationship, joint venture, revenue share, equity right, royalty right, license right, or other business interest.
28. User Content Ownership
You retain ownership of User Content that you lawfully own.
Rough Cut does not claim ownership of your media files solely because you use the Services.
However, you grant Rough Cut the rights necessary to provide, operate, maintain, secure, debug, test, improve, and support the Services.
This may include the right to access, upload, copy, process, analyze, transmit, store, cache, display, modify for technical purposes, create technical derivatives, generate transcripts, generate metadata, generate analysis, and otherwise use User Content as necessary to provide the Services.
You are solely responsible for User Content.
29. User Content Representations
You represent and warrant that:
-
You own or have all rights necessary to use User Content with Rough Cut.
-
You have permission to process User Content through Rough Cut.
-
You have obtained all required client, employer, studio, agency, production company, rights holder, performer, subject, collaborator, editor, contractor, and third-party permissions.
-
User Content does not infringe any copyright, trademark, trade secret, privacy, publicity, contractual, confidentiality, moral, or other rights.
-
User Content does not violate any law.
-
User Content does not violate any client agreement, employment agreement, production agreement, union rule, guild rule, platform policy, broadcaster requirement, distributor requirement, or confidentiality obligation.
-
You have authority to upload, process, analyze, transcribe, and use User Content through Rough Cut.
-
You will not submit User Content that you are prohibited from submitting to cloud processing tools, AI services, transcription tools, third-party software, or related systems.
30. Sensitive and Confidential User Materials
You are responsible for determining whether User Content is appropriate for use with Rough Cut.
You should not use Rough Cut with confidential, sensitive, regulated, classified, privileged, restricted, or highly sensitive materials unless you have confirmed that doing so is lawful, permitted by your agreements, and appropriate for your workflow.
Such materials may include:
-
Unreleased films.
-
Unreleased commercials.
-
Studio projects.
-
NDA-protected content.
-
Client confidential materials.
-
Legal materials.
-
Medical materials.
-
Financial materials.
-
Children’s data.
-
Personal data.
-
Union or guild-covered materials.
-
Celebrity or talent materials.
-
Private interviews.
-
Sensitive documentary footage.
-
Security footage.
-
Government materials.
-
Trade secret materials.
Rough Cut is not responsible if your use of the Services violates a confidentiality agreement, client agreement, production agreement, employment agreement, union rule, guild rule, platform policy, broadcaster requirement, distributor requirement, or applicable law.
31. AI and Automated Outputs
Rough Cut may use artificial intelligence, machine learning, automation, transcription, visual analysis, or algorithmic tools.
AI and automated Outputs may be inaccurate, incomplete, inconsistent, delayed, duplicative, unsuitable, or different from what you expected.
Rough Cut does not guarantee that Outputs will:
-
Be accurate.
-
Be complete.
-
Be useful.
-
Be creative.
-
Be original.
-
Be legally compliant.
-
Be client-ready.
-
Be broadcast-ready.
-
Be platform-ready.
-
Be suitable for any purpose.
-
Match your style.
-
Match your client’s style.
-
Select the best footage.
-
Select the best take.
-
Correctly identify story beats.
-
Correctly identify speakers.
-
Correctly transcribe words.
-
Correctly sync audio.
-
Correctly detect visuals.
-
Correctly label media.
-
Correctly organize files.
-
Correctly build a timeline.
-
Meet any deadline.
-
Meet any professional standard.
-
Meet any creative standard.
You are solely responsible for reviewing and approving all AI and automated Outputs before use.
32. Post-Production Responsibility
Rough Cut assists post-production workflows, but you remain fully responsible for your projects.
You are solely responsible for:
-
Reviewing all Outputs.
-
Verifying all edits.
-
Verifying all timelines.
-
Verifying all transcripts.
-
Verifying all selects.
-
Verifying all sync.
-
Verifying all metadata.
-
Verifying all file organization.
-
Verifying all exports.
-
Checking audio levels.
-
Checking color.
-
Checking captions.
-
Checking legal clearances.
-
Checking rights and licenses.
-
Confirming client requirements.
-
Confirming employer requirements.
-
Confirming agency requirements.
-
Confirming studio requirements.
-
Confirming broadcaster requirements.
-
Confirming platform requirements.
-
Confirming distributor requirements.
-
Confirming union and guild requirements.
-
Meeting all deadlines.
-
Maintaining backups.
-
Maintaining duplicate project files.
-
Maintaining original media.
-
Maintaining compatible hardware.
-
Maintaining compatible software.
-
Maintaining sufficient storage.
-
Maintaining sufficient internet access.
-
Maintaining sufficient processing power.
-
Maintaining all required permissions.
Rough Cut is not responsible for:
-
Missed deadlines.
-
Client dissatisfaction.
-
Lost clients.
-
Lost contracts.
-
Lost jobs.
-
Lost revenue.
-
Lost opportunities.
-
Production delays.
-
Post-production delays.
-
Delivery failures.
-
Failed exports.
-
Timeline errors.
-
Sync errors.
-
Transcript errors.
-
Incorrect selects.
-
Inaccurate Outputs.
-
Corrupted files.
-
Deleted files.
-
Moved files.
-
Missing media.
-
Broken project links.
-
Damaged project files.
-
Unsupported media.
-
Unsupported codecs.
-
Editing software crashes.
-
System crashes.
-
Storage failures.
-
Internet failures.
-
User mistakes.
-
Client rejection.
-
Any failure of Rough Cut to satisfy your expectations, standards, style, workflow, client requirements, delivery requirements, or creative preferences.
You agree not to rely on Rough Cut as your only method for completing any professional, commercial, deadline-sensitive, or mission-critical project.
33. No Deadline Responsibility
Rough Cut is not responsible for any deadline that you, your company, your client, your employer, your production team, your studio, your agency, your distributor, your broadcaster, or any other third party requires you to meet.
This includes deadlines for:
-
Rough cuts.
-
Fine cuts.
-
Client reviews.
-
Agency reviews.
-
Studio reviews.
-
Network reviews.
-
Broadcast delivery.
-
Social media delivery.
-
Festival submissions.
-
Commercial delivery.
-
Content calendars.
-
Campaign launches.
-
Brand approvals.
-
Internal approvals.
-
Export deadlines.
-
Upload deadlines.
-
Revision deadlines.
-
Final delivery deadlines.
You are solely responsible for planning your workflow, maintaining backups, allowing enough time, reviewing Outputs, and using alternative methods if Rough Cut is unavailable, delayed, incompatible, inaccurate, or unsuitable.
No outage, bug, token issue, processing delay, software issue, integration issue, AI error, transcription error, timeline error, export issue, or support delay creates any liability for missed deadlines.
34. Backups and File Safety
You are solely responsible for backing up your media, project files, timelines, databases, folders, source files, exports, transcripts, and all other data before using Rough Cut.
You should not use Rough Cut on your only copy of any important file.
You should maintain separate backups before installing the App, running analysis, importing files, creating timelines, modifying projects, exporting files, or using any Rough Cut feature.
Rough Cut is not liable for any lost, corrupted, modified, deleted, misplaced, mislabeled, moved, renamed, overwritten, damaged, or inaccessible files, media, timelines, metadata, folders, exports, or project data.
35. Local Installation
The App may install software code and related components on your machine.
By downloading, installing, or using the App, you consent to the installation and operation of the App and its related components.
The App may install, create, access, modify, or use:
-
Application files.
-
Executable files.
-
Scripts.
-
Helper tools.
-
Dependencies.
-
Plugins.
-
Panels.
-
Local services.
-
Configuration files.
-
Cache files.
-
Temporary files.
-
Logs.
-
Authentication files.
-
License files.
-
Update files.
-
Project-related files.
-
Media-analysis files.
-
Local storage.
-
System permissions.
-
Network connections.
You are responsible for ensuring that you have authority to install software on your device.
You may not install the App on any machine that you do not own or are not authorized to use.
36. Device, System, and Software Compatibility
Rough Cut does not guarantee compatibility with every device, operating system, editing application, plugin, codec, file format, workflow, storage system, or media type.
You are responsible for ensuring that your device, operating system, storage, internet connection, editing software, media files, project files, plugins, and permissions are compatible with Rough Cut.
Rough Cut is not responsible for issues caused by:
-
Unsupported devices.
-
Unsupported operating systems.
-
Unsupported editing software versions.
-
Unsupported codecs.
-
Unsupported file formats.
-
Insufficient storage.
-
Insufficient memory.
-
Insufficient processing power.
-
Slow internet.
-
Network restrictions.
-
Security settings.
-
Permission settings.
-
Third-party plugin conflicts.
-
Third-party software updates.
-
User configuration errors.
-
Hardware failure.
-
File corruption.
-
System crashes.
37. Third-Party Services and Integrations
Rough Cut may rely on or interact with third-party services, APIs, software, AI models, cloud providers, payment processors, editing software, operating systems, transcription providers, analytics tools, error-monitoring tools, storage services, libraries, or other technologies.
Rough Cut is not responsible for third-party services.
Third-party services may experience outages, delays, rate limits, errors, pricing changes, policy changes, model changes, discontinued features, security incidents, or downtime.
Your use of third-party services may be subject to separate terms, privacy policies, licenses, and fees.
Rough Cut is not liable for harm caused by third-party services.
38. Editing Software and Platform Integrations
Rough Cut may integrate with or interact with third-party post-production software, including non-linear editing systems, media tools, transcription tools, file systems, codecs, operating systems, plugins, panels, scripts, and related applications.
Rough Cut is not affiliated with, endorsed by, sponsored by, or approved by any third-party editing software provider unless expressly stated in writing.
Rough Cut does not guarantee compatibility with any specific version of any editing software, operating system, hardware, codec, plugin, project file, timeline format, or workflow.
Third-party software updates may break or limit Rough Cut functionality.
Rough Cut is not responsible for changes made by third-party software providers.
39. No Service-Level Agreement
Unless Rough Cut signs a separate written agreement expressly titled as a service-level agreement, Rough Cut does not provide any service-level commitment.
Rough Cut does not guarantee:
-
Uptime.
-
Availability.
-
Processing speed.
-
Processing completion.
-
Server capacity.
-
Queue time.
-
Token availability.
-
App availability.
-
Website availability.
-
Cloud service availability.
-
Integration availability.
-
Third-party API availability.
-
Error-free operation.
-
Compatibility.
-
Response times.
-
Support response times.
-
Data restoration.
-
Deadline completion.
Rough Cut may experience downtime, outages, delays, bugs, errors, service interruptions, degraded performance, maintenance windows, third-party failures, network issues, capacity limits, or other problems.
You agree that Rough Cut is not responsible for any losses, missed deadlines, client issues, production delays, failed exports, project delays, business interruption, reputational harm, lost revenue, or other damages caused by outages, delays, downtime, bugs, errors, unavailable features, or degraded performance.
40. Product Changes
Rough Cut may update, patch, modify, replace, suspend, disable, remove, limit, or discontinue any part of the App or Services at any time.
Rough Cut may change:
-
Features.
-
Pricing.
-
Subscription plans.
-
Token allotments.
-
Token usage rates.
-
Supported formats.
-
Supported editing software.
-
Supported operating systems.
-
Supported integrations.
-
User interface.
-
Workflows.
-
Models.
-
Prompts.
-
Processing logic.
-
Documentation.
-
Usage limits.
-
Security requirements.
-
Account requirements.
-
Payment requirements.
-
Support availability.
Rough Cut is not liable if a feature is changed, removed, limited, delayed, discontinued, or does not meet your preferences, expectations, standards, or workflow.
41. Usage Limits and Fair Use
Rough Cut may impose limits on usage, including limits on:
-
Tokens.
-
File size.
-
File duration.
-
Number of files.
-
Processing time.
-
Concurrent jobs.
-
API calls.
-
Account seats.
-
Devices.
-
Downloads.
-
Installs.
-
Uploads.
-
Storage.
-
Queue priority.
-
Bandwidth.
-
Support requests.
-
Feature access.
Rough Cut may throttle, delay, suspend, or block usage that exceeds limits, harms the Services, creates risk, or violates these Terms.
Rough Cut may change usage limits at any time.
42. Support
Rough Cut may provide support through email, chat, documentation, help articles, onboarding, or other channels.
Unless expressly stated in a separate written agreement, Rough Cut does not guarantee support availability, support response time, issue resolution, bug fixes, custom development, emergency support, or deadline-based assistance.
Support is provided at Rough Cut’s discretion.
43. Professional Services Not Included
Unless Rough Cut signs a separate written agreement, your Subscription, token purchase, or App download does not include:
-
Human editing.
-
Assistant editing.
-
Media management services.
-
Data recovery.
-
Timeline repair.
-
Export troubleshooting.
-
Client delivery services.
-
Quality control.
-
Color correction.
-
Sound mixing.
-
Caption review.
-
Legal clearance.
-
Rights clearance.
-
Custom software development.
-
Workflow consulting.
-
Emergency deadline support.
-
On-site support.
-
Project completion services.
44. Acceptable Use
You agree not to use Rough Cut to:
-
Violate any law.
-
Violate any third-party right.
-
Infringe intellectual property.
-
Process content you do not have the right to process.
-
Upload malware or malicious code.
-
Interfere with the Services.
-
Abuse the token system.
-
Circumvent billing.
-
Circumvent access controls.
-
Circumvent usage limits.
-
Scrape or harvest data.
-
Stress test without authorization.
-
Benchmark for competitive purposes.
-
Build a competing product.
-
Reverse engineer the Services.
-
Share credentials.
-
Resell access.
-
Misrepresent your identity.
-
Violate confidentiality obligations.
-
Submit unlawful or harmful content.
-
Use Rough Cut in a way that harms Rough Cut, other users, third parties, or the Protected Parties.
45. Security
You may not attempt to gain unauthorized access to Rough Cut systems, accounts, servers, code repositories, databases, APIs, payment systems, token systems, license systems, admin tools, cloud systems, or user data.
You may not test, scan, probe, exploit, or attack Rough Cut systems without prior written authorization.
You may not introduce viruses, malware, worms, trojans, spyware, ransomware, malicious scripts, or harmful code.
You must promptly report security issues to [Security Contact Email].
46. Privacy
Your use of Rough Cut may involve the collection, processing, storage, or transmission of information.
Rough Cut’s handling of personal information is described in its Privacy Policy.
By using Rough Cut, you acknowledge that you have reviewed the Privacy Policy.
You are responsible for ensuring that your use of Rough Cut complies with applicable privacy laws and your own obligations to clients, employees, contractors, collaborators, talent, subjects, and third parties.
47. Data Retention and Deletion
Rough Cut may retain certain account information, billing information, logs, analytics, usage records, support communications, technical records, processing records, and other information as necessary to operate the Services, comply with law, resolve disputes, enforce agreements, prevent fraud, improve the Services, and maintain security.
Rough Cut may delete, purge, overwrite, or make inaccessible User Content, Outputs, account data, logs, temporary files, or processing data in accordance with its policies.
Rough Cut does not guarantee long-term storage, backup, recovery, retention, or availability of User Content or Outputs.
You are responsible for downloading, saving, exporting, and backing up your own files and Outputs.
48. Publicity and Reviews
You may not use Rough Cut’s name, logo, trademarks, screenshots, recordings, demos, product materials, or confidential information in public materials without prior written permission.
You may not publish private screenshots, product recordings, unreleased feature descriptions, technical details, confidential materials, or non-public product information without written permission.
Nothing in these Terms prevents you from making truthful statements about your experience with Rough Cut, provided that you do not disclose confidential information, misrepresent your relationship with Rough Cut, violate intellectual property rights, or violate applicable law.
49. Marketing Communications
By creating an account, purchasing a Subscription, or downloading Rough Cut, you agree that Rough Cut may contact you regarding your account, billing, legal notices, security issues, updates, support, product information, and service communications.
You may unsubscribe from promotional emails where required by law, but transactional and service-related communications may still be sent.
50. Suspension and Termination
Rough Cut may suspend, limit, revoke, or terminate your access to the App, Services, Tokens, Subscription, account, download link, or license at any time if:
-
You violate these Terms.
-
You fail to pay fees.
-
Your payment method fails.
-
You initiate improper chargebacks.
-
You share access.
-
You misuse Tokens.
-
You reverse engineer or attempt to copy Rough Cut.
-
You disclose confidential information.
-
You use Rough Cut for competitive purposes.
-
You violate intellectual property rights.
-
You create security risk.
-
Your use harms Rough Cut or others.
-
Your use violates law.
-
Rough Cut ends or modifies the product, plan, or Services.
-
Continued access creates legal, technical, operational, business, or security risk.
Termination may occur with or without notice where permitted by law.
51. Effect of Termination
Upon termination or expiration:
-
Your license ends immediately.
-
You must stop using Rough Cut.
-
You must uninstall the App if requested.
-
You must stop accessing the Services.
-
You must stop using Tokens.
-
You must delete confidential Rough Cut materials.
-
You must stop using Rough Cut credentials.
-
You must stop using download links.
-
You must stop representing that you have access to Rough Cut.
-
You remain responsible for unpaid fees.
Any provisions that by their nature should survive termination will survive, including intellectual property, confidentiality, trade secrets, payment obligations, restrictions on copying, restrictions on reverse engineering, feedback rights, disclaimers, limitation of liability, indemnification, dispute resolution, governing law, and any other provisions intended to survive.
52. No Warranties
Rough Cut is provided on an “as is” and “as available” basis.
To the fullest extent permitted by law, the Protected Parties disclaim all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, reliability, security, compatibility, performance, and error-free operation.
Rough Cut does not warrant that:
-
The Services will be uninterrupted.
-
The Services will be error-free.
-
The Services will meet your expectations.
-
The Services will meet your client’s expectations.
-
The Services will meet your project requirements.
-
The Services will meet any deadline.
-
The Services will produce useful results.
-
The Services will produce accurate results.
-
The Services will preserve your files.
-
The Services will be compatible with your hardware.
-
The Services will be compatible with your software.
-
The Services will be compatible with your media.
-
The Services will be secure.
-
Defects will be corrected.
-
Any feature will continue to be available.
-
Any Subscription will include the same features forever.
-
Any Token will produce a successful output.
-
Any Output will be accepted by a client, employer, platform, broadcaster, distributor, studio, agency, or other third party.
You use Rough Cut at your own risk.
53. Limitation of Liability
To the fullest extent permitted by law, the Protected Parties will not be liable for any indirect, incidental, special, consequential, exemplary, punitive, enhanced, or similar damages, including:
-
Lost profits.
-
Lost revenue.
-
Lost business.
-
Lost clients.
-
Lost opportunities.
-
Lost data.
-
Lost files.
-
Lost media.
-
Lost projects.
-
Lost timelines.
-
Lost exports.
-
Lost goodwill.
-
Reputational harm.
-
Production delays.
-
Post-production delays.
-
Missed deadlines.
-
Failed deliveries.
-
Client dissatisfaction.
-
Replacement costs.
-
Cost of substitute services.
-
Business interruption.
-
Software conflicts.
-
Hardware damage.
-
Device issues.
-
System crashes.
-
Editing software crashes.
-
File corruption.
-
Security incidents.
-
Unauthorized access.
-
Any other damages arising from or related to Rough Cut.
To the fullest extent permitted by law, the total liability of the Protected Parties for any claim arising out of or relating to these Terms, the App, the Services, Tokens, Subscription, website, User Content, Outputs, or your use of Rough Cut will not exceed the greater of:
-
The amount you paid to Rough Cut for the Services giving rise to the claim during the one month before the claim arose; or
-
One hundred U.S. dollars.
The limitations in this section apply regardless of the legal theory, whether based on contract, tort, negligence, strict liability, warranty, statute, or otherwise, even if Rough Cut has been advised of the possibility of such damages.
Some jurisdictions do not allow certain limitations of liability, so some limitations may not apply to you.
54. Indemnification
You agree to defend, indemnify, and hold harmless the Protected Parties from and against any claims, demands, actions, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:
-
Your use of Rough Cut.
-
Your User Content.
-
Your Outputs.
-
Your violation of these Terms.
-
Your violation of law.
-
Your violation of third-party rights.
-
Your violation of client agreements.
-
Your violation of production agreements.
-
Your violation of confidentiality obligations.
-
Your violation of privacy obligations.
-
Your misuse of the App.
-
Your misuse of Tokens.
-
Your misuse of Subscription access.
-
Your unauthorized sharing of Rough Cut.
-
Your copying or attempted copying of Rough Cut.
-
Your reverse engineering or attempted reverse engineering of Rough Cut.
-
Your disclosure of confidential information.
-
Your use of Rough Cut to create, support, or assist a competing product.
-
Your payment disputes, chargebacks, fraud, or billing issues.
-
Your negligence, misconduct, fraud, or wrongful acts.
Rough Cut reserves the right to assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with Rough Cut’s defense.
55. Injunctive Relief
You acknowledge that unauthorized copying, disclosure, reverse engineering, misuse, distribution, competitive use, or misappropriation of Rough Cut’s software, codebase, confidential information, trade secrets, business information, product concepts, workflows, designs, trademarks, or intellectual property may cause irreparable harm.
You agree that Rough Cut may seek injunctive relief, equitable relief, specific performance, temporary restraining orders, preliminary injunctions, permanent injunctions, and other remedies without needing to prove actual damages or post a bond, to the extent permitted by law.
These remedies are in addition to any other remedies available at law or in equity.
56. Copyright and Intellectual Property Complaints
If you believe material on Rough Cut infringes your copyright or intellectual property rights, contact:
[Legal Contact Email]
Your notice should include:
-
Your name and contact information.
-
Identification of the copyrighted work or intellectual property.
-
Identification of the allegedly infringing material.
-
The location of the material.
-
A statement that you have a good-faith belief that the use is unauthorized.
-
A statement that the information you provide is accurate.
-
Your physical or electronic signature.
57. Export Compliance and Sanctions
You agree to comply with all applicable export control, sanctions, and trade laws.
You may not use, download, export, re-export, transfer, provide access to, or otherwise use Rough Cut in violation of applicable laws.
You may not use Rough Cut if you are located in, organized under the laws of, or ordinarily resident in a country or region subject to applicable sanctions or restrictions, or if you are on any restricted party list.
58. Force Majeure
Rough Cut is not liable for delay, failure, interruption, outage, or non-performance caused by events beyond its reasonable control, including:
-
Acts of God.
-
Natural disasters.
-
War.
-
Terrorism.
-
Civil unrest.
-
Labor disputes.
-
Government actions.
-
Internet outages.
-
Cloud provider outages.
-
Third-party API outages.
-
Power failures.
-
Cyberattacks.
-
Security incidents.
-
Supply chain issues.
-
Payment processor failures.
-
Editing software changes.
-
Operating system changes.
-
Model provider changes.
-
Any other event beyond Rough Cut’s reasonable control.
59. Changes to These Terms
Rough Cut may update these Terms from time to time.
If Rough Cut makes material changes, it may provide notice by posting the updated Terms, updating the “Last Updated” date, sending an email, requiring renewed acceptance, or using another reasonable method.
Your continued use of Rough Cut after updated Terms become effective means you accept the updated Terms.
If you do not agree to updated Terms, you must stop using Rough Cut and cancel your Subscription.
60. Governing Law
These Terms are governed by the laws of the State of [State], without regard to conflict-of-law principles.
You and Rough Cut agree that any dispute arising out of or relating to these Terms, the App, the Services, Tokens, Subscription, website, User Content, Outputs, or your use of Rough Cut will be brought exclusively in the state or federal courts located in [County, State], unless otherwise required by applicable law or unless an arbitration provision is adopted in a separate version of these Terms.
You consent to the personal jurisdiction and venue of those courts.
61. Informal Dispute Resolution
Before filing any claim, you agree to contact Rough Cut at [Legal Contact Email] and attempt to resolve the dispute informally.
Your notice must include:
-
Your name.
-
Your account email.
-
A description of the dispute.
-
The relief you seek.
-
Any relevant documents or communications.
If the dispute is not resolved within 30 days after notice, either party may pursue available legal remedies, subject to these Terms.
62. No Class Actions
To the fullest extent permitted by law, you and Rough Cut agree that each may bring claims only in an individual capacity and not as a plaintiff, class member, representative, or participant in any class action, collective action, consolidated action, private attorney general action, or representative proceeding.
63. Assignment
You may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations under these Terms without prior written permission from Rough Cut.
Rough Cut may assign, transfer, or delegate these Terms, in whole or in part, in connection with a merger, acquisition, financing, sale of assets, restructuring, corporate transaction, or by operation of law.
64. Severability
If any provision of these Terms is found invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.
The invalid, illegal, or unenforceable provision will be interpreted or modified to achieve its purpose as closely as possible.
65. No Waiver
Rough Cut’s failure to enforce any provision of these Terms does not waive its right to enforce that provision or any other provision later.
Any waiver must be in writing and signed by Rough Cut.
66. Entire Agreement
These Terms, together with any referenced policies, notices, subscription terms, order forms, checkout terms, privacy policies, and other written agreements, constitute the entire agreement between you and Rough Cut regarding your use of Rough Cut.
These Terms supersede all prior or contemporaneous agreements, communications, understandings, statements, or representations regarding the same subject matter.
67. Contact Information
Rough Cut is owned and operated by:
TM Media LLC
Doing business as Rough Cut
[Business Address]
[City, State, ZIP]
[Country]
Email: [Legal Contact Email]
Billing: [Billing Contact Email]
Security: [Security Contact Email]
Website: [Website URL]
68. Required Subscription Acceptance Language
Before a user purchases a monthly Subscription, Rough Cut should require the user to affirmatively accept these Terms.
Recommended checkbox language:
I have read, understood, and agree to the Rough Cut Terms and Conditions and Privacy Policy. I understand that Rough Cut is owned and operated by TM Media LLC. I understand that my monthly subscription fee is for the allotted Rough Cut Token amount and authorized access to the Rough Cut software only. I understand that all payments are final and non-refundable. I understand that Rough Cut does not guarantee uptime, processing speed, specific features, specific outputs, output quality, project completion, client approval, or deadline completion. I agree that I will not copy, share, sell, redistribute, reverse engineer, reproduce, disclose, misuse, or create my own version of Rough Cut or any competing product based on Rough Cut’s software, codebase, confidential information, trade secrets, workflows, product concepts, trademarks, or intellectual property.
Recommended subscription button text:
Accept Terms and Start Subscription
Alternative button text:
Subscribe and Accept Terms
69. Checkout Disclosure Language
Recommended checkout language:
Your monthly subscription fee provides the Rough Cut Token amount included in your selected plan and authorized access to Rough Cut during the billing period. Tokens and subscription fees are non-refundable. Rough Cut does not guarantee uninterrupted service, specific outputs, professional editing results, client-ready deliverables, compatibility with all workflows, or completion of any deadline. All use is subject to the Rough Cut Terms and Conditions and Privacy Policy.
70. Short Pricing Page Disclaimer
Recommended placement near pricing:
Your subscription provides access to Rough Cut and the Rough Cut Tokens included with your selected plan. Subscription fees and Tokens are non-refundable. Rough Cut is a software tool and does not guarantee specific outputs, client-ready results, uptime, processing speed, project completion, or deadline completion. Always back up your media and review all outputs before use.
71. Short Download Page Disclaimer
Recommended placement above the download button:
By downloading Rough Cut, you agree that the software is licensed, not sold. You may not copy, share, redistribute, sell, reverse engineer, reproduce, or create your own version of Rough Cut. Your subscription provides authorized software access and the Rough Cut Tokens included with your plan only.
72. Footer Links
Recommended website footer links:
Terms and Conditions
Privacy Policy
Refund Policy
Contact
Support
73. Final User Acknowledgment
By using Rough Cut, you acknowledge and agree that:
-
Rough Cut is owned and operated by TM Media LLC.
-
Your Subscription gives you limited software access only.
-
Your Monthly Subscription Fee is for your allotted Rough Cut Tokens and authorized access only.
-
All payments are final and non-refundable.
-
You do not own Rough Cut.
-
You may not copy Rough Cut.
-
You may not share Rough Cut.
-
You may not reverse engineer Rough Cut.
-
You may not create your own version of Rough Cut.
-
You may not use Rough Cut’s confidential information, trade secrets, workflows, software, codebase, trademarks, or intellectual property to compete with Rough Cut.
-
You are responsible for your own files, backups, projects, deadlines, clients, and outputs.
-
Rough Cut is not responsible if the App or Services do not meet your expectations, standards, creative preferences, client requirements, or delivery deadlines.
19. No Copying, Reproduction, or Competing Product
You may not copy, reproduce, clone, imitate, modify, adapt, translate, port, recreate, reverse engineer, sell, resell, distribute, launch, commercialize, or assist in creating any product, service, app, plugin, script, workflow, AI tool, media-analysis system, post-production automation system, timeline-building system, footage-organization system, editing assistant, software product, or business that is based on, derived from, substantially similar to, or developed using Rough Cut, Rough Cut’s confidential information, Rough Cut’s trade secrets, Rough Cut’s software, Rough Cut’s workflows, Rough Cut’s designs, Rough Cut’s non-public product concepts, Rough Cut’s technical systems, or your access to Rough Cut.
You may not use Rough Cut to create your own version of Rough Cut.
You may not use Rough Cut to help any developer, contractor, employee, employer, investor, studio, agency, production company, competitor, client, consultant, or third party create a competing or similar product.
You agree that using Rough Cut’s software, codebase, confidential information, trade secrets, product concepts, workflows, designs, non-public materials, trademarks, branding, or technical systems to create or assist a competing or similar product would violate these Terms and may constitute misappropriation of Rough Cut’s intellectual property, trade secrets, confidential information, contractual rights, and other rights.
20. No Reverse Engineering
You may not, directly or indirectly:
-
Reverse engineer Rough Cut.
-
Decompile Rough Cut.
-
Disassemble Rough Cut.
-
Attempt to discover source code.
-
Attempt to discover object code.
-
Attempt to discover scripts.
-
Attempt to discover prompts.
-
Attempt to discover model usage.
-
Attempt to discover system architecture.
-
Attempt to discover API logic.
-
Attempt to discover token logic.
-
Attempt to discover license logic.
-
Attempt to discover payment logic.
-
Attempt to discover database structures.
-
Attempt to discover file structures.
-
Attempt to discover hidden features.
-
Attempt to discover proprietary workflows.
-
Attempt to derive Rough Cut’s technical methods.
-
Monitor network traffic for unauthorized purposes.
-
Circumvent security controls.
-
Circumvent account controls.
-
Circumvent token controls.
-
Circumvent license controls.
-
Circumvent payment controls.
-
Circumvent usage limits.
-
Remove proprietary notices.
-
Remove copyright notices.
-
Remove trademark notices.
-
Disable security features.
-
Disable tracking, logging, token usage, or license checks.
-
Access non-public systems.
-
Access internal tools.
-
Access admin systems.
-
Access source repositories.
-
Use any technical method to copy, derive, reproduce, or compete with Rough Cut.
You may not permit, encourage, assist, hire, pay, or enable any third party to do any of the above.
21. No Sharing or Redistribution
You may not sell, resell, rent, lease, lend, sublicense, publish, upload, distribute, transfer, assign, share, disclose, or provide access to:
-
The App.
-
The installer.
-
Download links.
-
License keys.
-
Account credentials.
-
Tokens.
-
API keys.
-
Authentication tokens.
-
Documentation.
-
Private product materials.
-
Screenshots of non-public features.
-
Videos of non-public features.
-
Internal communications.
-
Confidential business information.
-
Non-public technical information.
-
Code.
-
Workflows.
-
Prompts.
-
Product strategy.
-
Any other Rough Cut materials not expressly authorized for public distribution.
You may not upload Rough Cut materials to GitHub, GitLab, Bitbucket, Dropbox, Google Drive, Discord, Slack, Reddit, YouTube, social media, file-sharing services, public repositories, private repositories, marketplaces, forums, or any other location without prior written permission from Rough Cut.
22. Account Sharing Prohibited
Unless your Subscription plan expressly allows multiple seats, your Rough Cut account is for one authorized user only.
You may not share your account, password, login credentials, Tokens, download link, installer, license key, or App access with anyone else.
You are responsible for all activity that occurs through your account or credentials.
Rough Cut may suspend or terminate accounts that appear to be shared, transferred, resold, abused, or used by unauthorized persons.
23. Confidentiality
Your use of Rough Cut may expose you to confidential and proprietary information.
You agree to keep Rough Cut confidential information strictly confidential.
Confidential information includes, without limitation:
-
Non-public features.
-
Non-public product concepts.
-
Product roadmap.
-
Pricing strategy.
-
Business strategy.
-
Technical architecture.
-
Code.
-
Installed files.
-
App behavior.
-
Internal workflows.
-
User interface designs.
-
User experience designs.
-
AI workflows.
-
Prompting systems.
-
Model usage.
-
Media-analysis systems.
-
Token systems.
-
License systems.
-
Performance details.
-
Security features.
-
Documentation.
-
Private communications.
-
Any information that a reasonable person would understand to be confidential given the nature of Rough Cut and the circumstances of disclosure.
You may not disclose confidential information to any third party without prior written permission from Rough Cut.
Your confidentiality obligations continue after your Subscription, account, license, or access ends.
24. Trade Secrets
You acknowledge that Rough Cut includes valuable trade secrets and proprietary information.
You agree to take reasonable measures to protect Rough Cut’s trade secrets and confidential information.
You may not acquire, use, disclose, publish, copy, transfer, reverse engineer, derive, commercialize, or misappropriate Rough Cut’s trade secrets.
You may not use access to Rough Cut to discover, duplicate, imitate, or commercialize Rough Cut’s trade secrets.
25. Trademarks
The Rough Cut name, logo, branding, product names, slogans, domain names, social handles, designs, trade dress, and related marks are trademarks or service marks of TM Media LLC or its licensors.
You may not use any Rough Cut trademark, logo, brand asset, product name, trade name, service mark, domain name, social handle, confusingly similar name, or branding without prior written permission.
You may not create, register, purchase, use, or attempt to register any domain name, business name, app name, product name, trademark, service mark, social media handle, account, repository, or identifier that includes or is confusingly similar to Rough Cut.
You may not suggest affiliation, sponsorship, endorsement, partnership, approval, or authorization by Rough Cut without prior written permission.
26. Copyright
Rough Cut software, code, documentation, content, designs, text, images, videos, workflows, diagrams, interface elements, and other expressive materials may be protected by copyright.
You may not copy, reproduce, distribute, publicly display, publicly perform, modify, publish, create derivative works from, or otherwise exploit Rough Cut copyrighted materials without prior written permission.
No copyright license is granted except the limited use license expressly stated in these Terms.
27. Feedback
You may provide comments, suggestions, bug reports, ideas, feature requests, improvements, examples, workflows, test results, or other feedback to Rough Cut.
By providing feedback, you grant Rough Cut a worldwide, perpetual, irrevocable, royalty-free, fully paid, transferable, sublicensable license to use, copy, modify, publish, distribute, commercialize, incorporate, develop, and otherwise exploit that feedback for any purpose without compensation, credit, approval, or obligation to you.
Feedback does not give you ownership in Rough Cut.
Feedback does not create any partnership, employment relationship, joint venture, revenue share, equity right, royalty right, license right, or other business interest.
28. User Content Ownership
You retain ownership of User Content that you lawfully own.
Rough Cut does not claim ownership of your media files solely because you use the Services.
However, you grant Rough Cut the rights necessary to provide, operate, maintain, secure, debug, test, improve, and support the Services.
This may include the right to access, upload, copy, process, analyze, transmit, store, cache, display, modify for technical purposes, create technical derivatives, generate transcripts, generate metadata, generate analysis, and otherwise use User Content as necessary to provide the Services.
You are solely responsible for User Content.
29. User Content Representations
You represent and warrant that:
-
You own or have all rights necessary to use User Content with Rough Cut.
-
You have permission to process User Content through Rough Cut.
-
You have obtained all required client, employer, studio, agency, production company, rights holder, performer, subject, collaborator, editor, contractor, and third-party permissions.
-
User Content does not infringe any copyright, trademark, trade secret, privacy, publicity, contractual, confidentiality, moral, or other rights.
-
User Content does not violate any law.
-
User Content does not violate any client agreement, employment agreement, production agreement, union rule, guild rule, platform policy, broadcaster requirement, distributor requirement, or confidentiality obligation.
-
You have authority to upload, process, analyze, transcribe, and use User Content through Rough Cut.
-
You will not submit User Content that you are prohibited from submitting to cloud processing tools, AI services, transcription tools, third-party software, or related systems.
30. Sensitive and Confidential User Materials
You are responsible for determining whether User Content is appropriate for use with Rough Cut.
You should not use Rough Cut with confidential, sensitive, regulated, classified, privileged, restricted, or highly sensitive materials unless you have confirmed that doing so is lawful, permitted by your agreements, and appropriate for your workflow.
Such materials may include:
-
Unreleased films.
-
Unreleased commercials.
-
Studio projects.
-
NDA-protected content.
-
Client confidential materials.
-
Legal materials.
-
Medical materials.
-
Financial materials.
-
Children’s data.
-
Personal data.
-
Union or guild-covered materials.
-
Celebrity or talent materials.
-
Private interviews.
-
Sensitive documentary footage.
-
Security footage.
-
Government materials.
-
Trade secret materials.
Rough Cut is not responsible if your use of the Services violates a confidentiality agreement, client agreement, production agreement, employment agreement, union rule, guild rule, platform policy, broadcaster requirement, distributor requirement, or applicable law.
31. AI and Automated Outputs
Rough Cut may use artificial intelligence, machine learning, automation, transcription, visual analysis, or algorithmic tools.
AI and automated Outputs may be inaccurate, incomplete, inconsistent, delayed, duplicative, unsuitable, or different from what you expected.
Rough Cut does not guarantee that Outputs will:
-
Be accurate.
-
Be complete.
-
Be useful.
-
Be creative.
-
Be original.
-
Be legally compliant.
-
Be client-ready.
-
Be broadcast-ready.
-
Be platform-ready.
-
Be suitable for any purpose.
-
Match your style.
-
Match your client’s style.
-
Select the best footage.
-
Select the best take.
-
Correctly identify story beats.
-
Correctly identify speakers.
-
Correctly transcribe words.
-
Correctly sync audio.
-
Correctly detect visuals.
-
Correctly label media.
-
Correctly organize files.
-
Correctly build a timeline.
-
Meet any deadline.
-
Meet any professional standard.
-
Meet any creative standard.
You are solely responsible for reviewing and approving all AI and automated Outputs before use.
32. Post-Production Responsibility
Rough Cut assists post-production workflows, but you remain fully responsible for your projects.
You are solely responsible for:
-
Reviewing all Outputs.
-
Verifying all edits.
-
Verifying all timelines.
-
Verifying all transcripts.
-
Verifying all selects.
-
Verifying all sync.
-
Verifying all metadata.
-
Verifying all file organization.
-
Verifying all exports.
-
Checking audio levels.
-
Checking color.
-
Checking captions.
-
Checking legal clearances.
-
Checking rights and licenses.
-
Confirming client requirements.
-
Confirming employer requirements.
-
Confirming agency requirements.
-
Confirming studio requirements.
-
Confirming broadcaster requirements.
-
Confirming platform requirements.
-
Confirming distributor requirements.
-
Confirming union and guild requirements.
-
Meeting all deadlines.
-
Maintaining backups.
-
Maintaining duplicate project files.
-
Maintaining original media.
-
Maintaining compatible hardware.
-
Maintaining compatible software.
-
Maintaining sufficient storage.
-
Maintaining sufficient internet access.
-
Maintaining sufficient processing power.
-
Maintaining all required permissions.
Rough Cut is not responsible for:
-
Missed deadlines.
-
Client dissatisfaction.
-
Lost clients.
-
Lost contracts.
-
Lost jobs.
-
Lost revenue.
-
Lost opportunities.
-
Production delays.
-
Post-production delays.
-
Delivery failures.
-
Failed exports.
-
Timeline errors.
-
Sync errors.
-
Transcript errors.
-
Incorrect selects.
-
Inaccurate Outputs.
-
Corrupted files.
-
Deleted files.
-
Moved files.
-
Missing media.
-
Broken project links.
-
Damaged project files.
-
Unsupported media.
-
Unsupported codecs.
-
Editing software crashes.
-
System crashes.
-
Storage failures.
-
Internet failures.
-
User mistakes.
-
Client rejection.
-
Any failure of Rough Cut to satisfy your expectations, standards, style, workflow, client requirements, delivery requirements, or creative preferences.
You agree not to rely on Rough Cut as your only method for completing any professional, commercial, deadline-sensitive, or mission-critical project.
33. No Deadline Responsibility
Rough Cut is not responsible for any deadline that you, your company, your client, your employer, your production team, your studio, your agency, your distributor, your broadcaster, or any other third party requires you to meet.
This includes deadlines for:
-
Rough cuts.
-
Fine cuts.
-
Client reviews.
-
Agency reviews.
-
Studio reviews.
-
Network reviews.
-
Broadcast delivery.
-
Social media delivery.
-
Festival submissions.
-
Commercial delivery.
-
Content calendars.
-
Campaign launches.
-
Brand approvals.
-
Internal approvals.
-
Export deadlines.
-
Upload deadlines.
-
Revision deadlines.
-
Final delivery deadlines.
You are solely responsible for planning your workflow, maintaining backups, allowing enough time, reviewing Outputs, and using alternative methods if Rough Cut is unavailable, delayed, incompatible, inaccurate, or unsuitable.
No outage, bug, token issue, processing delay, software issue, integration issue, AI error, transcription error, timeline error, export issue, or support delay creates any liability for missed deadlines.
34. Backups and File Safety
You are solely responsible for backing up your media, project files, timelines, databases, folders, source files, exports, transcripts, and all other data before using Rough Cut.
You should not use Rough Cut on your only copy of any important file.
You should maintain separate backups before installing the App, running analysis, importing files, creating timelines, modifying projects, exporting files, or using any Rough Cut feature.
Rough Cut is not liable for any lost, corrupted, modified, deleted, misplaced, mislabeled, moved, renamed, overwritten, damaged, or inaccessible files, media, timelines, metadata, folders, exports, or project data.
35. Local Installation
The App may install software code and related components on your machine.
By downloading, installing, or using the App, you consent to the installation and operation of the App and its related components.
The App may install, create, access, modify, or use:
-
Application files.
-
Executable files.
-
Scripts.
-
Helper tools.
-
Dependencies.
-
Plugins.
-
Panels.
-
Local services.
-
Configuration files.
-
Cache files.
-
Temporary files.
-
Logs.
-
Authentication files.
-
License files.
-
Update files.
-
Project-related files.
-
Media-analysis files.
-
Local storage.
-
System permissions.
-
Network connections.
You are responsible for ensuring that you have authority to install software on your device.
You may not install the App on any machine that you do not own or are not authorized to use.
36. Device, System, and Software Compatibility
Rough Cut does not guarantee compatibility with every device, operating system, editing application, plugin, codec, file format, workflow, storage system, or media type.
You are responsible for ensuring that your device, operating system, storage, internet connection, editing software, media files, project files, plugins, and permissions are compatible with Rough Cut.
Rough Cut is not responsible for issues caused by:
-
Unsupported devices.
-
Unsupported operating systems.
-
Unsupported editing software versions.
-
Unsupported codecs.
-
Unsupported file formats.
-
Insufficient storage.
-
Insufficient memory.
-
Insufficient processing power.
-
Slow internet.
-
Network restrictions.
-
Security settings.
-
Permission settings.
-
Third-party plugin conflicts.
-
Third-party software updates.
-
User configuration errors.
-
Hardware failure.
-
File corruption.
-
System crashes.
37. Third-Party Services and Integrations
Rough Cut may rely on or interact with third-party services, APIs, software, AI models, cloud providers, payment processors, editing software, operating systems, transcription providers, analytics tools, error-monitoring tools, storage services, libraries, or other technologies.
Rough Cut is not responsible for third-party services.
Third-party services may experience outages, delays, rate limits, errors, pricing changes, policy changes, model changes, discontinued features, security incidents, or downtime.
Your use of third-party services may be subject to separate terms, privacy policies, licenses, and fees.
Rough Cut is not liable for harm caused by third-party services.
38. Editing Software and Platform Integrations
Rough Cut may integrate with or interact with third-party post-production software, including non-linear editing systems, media tools, transcription tools, file systems, codecs, operating systems, plugins, panels, scripts, and related applications.
Rough Cut is not affiliated with, endorsed by, sponsored by, or approved by any third-party editing software provider unless expressly stated in writing.
Rough Cut does not guarantee compatibility with any specific version of any editing software, operating system, hardware, codec, plugin, project file, timeline format, or workflow.
Third-party software updates may break or limit Rough Cut functionality.
Rough Cut is not responsible for changes made by third-party software providers.
39. No Service-Level Agreement
Unless Rough Cut signs a separate written agreement expressly titled as a service-level agreement, Rough Cut does not provide any service-level commitment.
Rough Cut does not guarantee:
-
Uptime.
-
Availability.
-
Processing speed.
-
Processing completion.
-
Server capacity.
-
Queue time.
-
Token availability.
-
App availability.
-
Website availability.
-
Cloud service availability.
-
Integration availability.
-
Third-party API availability.
-
Error-free operation.
-
Compatibility.
-
Response times.
-
Support response times.
-
Data restoration.
-
Deadline completion.
Rough Cut may experience downtime, outages, delays, bugs, errors, service interruptions, degraded performance, maintenance windows, third-party failures, network issues, capacity limits, or other problems.
You agree that Rough Cut is not responsible for any losses, missed deadlines, client issues, production delays, failed exports, project delays, business interruption, reputational harm, lost revenue, or other damages caused by outages, delays, downtime, bugs, errors, unavailable features, or degraded performance.
40. Product Changes
Rough Cut may update, patch, modify, replace, suspend, disable, remove, limit, or discontinue any part of the App or Services at any time.
Rough Cut may change:
-
Features.
-
Pricing.
-
Subscription plans.
-
Token allotments.
-
Token usage rates.
-
Supported formats.
-
Supported editing software.
-
Supported operating systems.
-
Supported integrations.
-
User interface.
-
Workflows.
-
Models.
-
Prompts.
-
Processing logic.
-
Documentation.
-
Usage limits.
-
Security requirements.
-
Account requirements.
-
Payment requirements.
-
Support availability.
Rough Cut is not liable if a feature is changed, removed, limited, delayed, discontinued, or does not meet your preferences, expectations, standards, or workflow.
41. Usage Limits and Fair Use
Rough Cut may impose limits on usage, including limits on:
-
Tokens.
-
File size.
-
File duration.
-
Number of files.
-
Processing time.
-
Concurrent jobs.
-
API calls.
-
Account seats.
-
Devices.
-
Downloads.
-
Installs.
-
Uploads.
-
Storage.
-
Queue priority.
-
Bandwidth.
-
Support requests.
-
Feature access.
Rough Cut may throttle, delay, suspend, or block usage that exceeds limits, harms the Services, creates risk, or violates these Terms.
Rough Cut may change usage limits at any time.
42. Support
Rough Cut may provide support through email, chat, documentation, help articles, onboarding, or other channels.
Unless expressly stated in a separate written agreement, Rough Cut does not guarantee support availability, support response time, issue resolution, bug fixes, custom development, emergency support, or deadline-based assistance.
Support is provided at Rough Cut’s discretion.
43. Professional Services Not Included
Unless Rough Cut signs a separate written agreement, your Subscription, token purchase, or App download does not include:
-
Human editing.
-
Assistant editing.
-
Media management services.
-
Data recovery.
-
Timeline repair.
-
Export troubleshooting.
-
Client delivery services.
-
Quality control.
-
Color correction.
-
Sound mixing.
-
Caption review.
-
Legal clearance.
-
Rights clearance.
-
Custom software development.
-
Workflow consulting.
-
Emergency deadline support.
-
On-site support.
-
Project completion services.
44. Acceptable Use
You agree not to use Rough Cut to:
-
Violate any law.
-
Violate any third-party right.
-
Infringe intellectual property.
-
Process content you do not have the right to process.
-
Upload malware or malicious code.
-
Interfere with the Services.
-
Abuse the token system.
-
Circumvent billing.
-
Circumvent access controls.
-
Circumvent usage limits.
-
Scrape or harvest data.
-
Stress test without authorization.
-
Benchmark for competitive purposes.
-
Build a competing product.
-
Reverse engineer the Services.
-
Share credentials.
-
Resell access.
-
Misrepresent your identity.
-
Violate confidentiality obligations.
-
Submit unlawful or harmful content.
-
Use Rough Cut in a way that harms Rough Cut, other users, third parties, or the Protected Parties.
45. Security
You may not attempt to gain unauthorized access to Rough Cut systems, accounts, servers, code repositories, databases, APIs, payment systems, token systems, license systems, admin tools, cloud systems, or user data.
You may not test, scan, probe, exploit, or attack Rough Cut systems without prior written authorization.
You may not introduce viruses, malware, worms, trojans, spyware, ransomware, malicious scripts, or harmful code.
You must promptly report security issues to [Security Contact Email].
46. Privacy
Your use of Rough Cut may involve the collection, processing, storage, or transmission of information.
Rough Cut’s handling of personal information is described in its Privacy Policy.
By using Rough Cut, you acknowledge that you have reviewed the Privacy Policy.
You are responsible for ensuring that your use of Rough Cut complies with applicable privacy laws and your own obligations to clients, employees, contractors, collaborators, talent, subjects, and third parties.
47. Data Retention and Deletion
Rough Cut may retain certain account information, billing information, logs, analytics, usage records, support communications, technical records, processing records, and other information as necessary to operate the Services, comply with law, resolve disputes, enforce agreements, prevent fraud, improve the Services, and maintain security.
Rough Cut may delete, purge, overwrite, or make inaccessible User Content, Outputs, account data, logs, temporary files, or processing data in accordance with its policies.
Rough Cut does not guarantee long-term storage, backup, recovery, retention, or availability of User Content or Outputs.
You are responsible for downloading, saving, exporting, and backing up your own files and Outputs.
48. Publicity and Reviews
You may not use Rough Cut’s name, logo, trademarks, screenshots, recordings, demos, product materials, or confidential information in public materials without prior written permission.
You may not publish private screenshots, product recordings, unreleased feature descriptions, technical details, confidential materials, or non-public product information without written permission.
Nothing in these Terms prevents you from making truthful statements about your experience with Rough Cut, provided that you do not disclose confidential information, misrepresent your relationship with Rough Cut, violate intellectual property rights, or violate applicable law.
49. Marketing Communications
By creating an account, purchasing a Subscription, or downloading Rough Cut, you agree that Rough Cut may contact you regarding your account, billing, legal notices, security issues, updates, support, product information, and service communications.
You may unsubscribe from promotional emails where required by law, but transactional and service-related communications may still be sent.
50. Suspension and Termination
Rough Cut may suspend, limit, revoke, or terminate your access to the App, Services, Tokens, Subscription, account, download link, or license at any time if:
-
You violate these Terms.
-
You fail to pay fees.
-
Your payment method fails.
-
You initiate improper chargebacks.
-
You share access.
-
You misuse Tokens.
-
You reverse engineer or attempt to copy Rough Cut.
-
You disclose confidential information.
-
You use Rough Cut for competitive purposes.
-
You violate intellectual property rights.
-
You create security risk.
-
Your use harms Rough Cut or others.
-
Your use violates law.
-
Rough Cut ends or modifies the product, plan, or Services.
-
Continued access creates legal, technical, operational, business, or security risk.
Termination may occur with or without notice where permitted by law.
51. Effect of Termination
Upon termination or expiration:
-
Your license ends immediately.
-
You must stop using Rough Cut.
-
You must uninstall the App if requested.
-
You must stop accessing the Services.
-
You must stop using Tokens.
-
You must delete confidential Rough Cut materials.
-
You must stop using Rough Cut credentials.
-
You must stop using download links.
-
You must stop representing that you have access to Rough Cut.
-
You remain responsible for unpaid fees.
Any provisions that by their nature should survive termination will survive, including intellectual property, confidentiality, trade secrets, payment obligations, restrictions on copying, restrictions on reverse engineering, feedback rights, disclaimers, limitation of liability, indemnification, dispute resolution, governing law, and any other provisions intended to survive.
52. No Warranties
Rough Cut is provided on an “as is” and “as available” basis.
To the fullest extent permitted by law, the Protected Parties disclaim all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, reliability, security, compatibility, performance, and error-free operation.
Rough Cut does not warrant that:
-
The Services will be uninterrupted.
-
The Services will be error-free.
-
The Services will meet your expectations.
-
The Services will meet your client’s expectations.
-
The Services will meet your project requirements.
-
The Services will meet any deadline.
-
The Services will produce useful results.
-
The Services will produce accurate results.
-
The Services will preserve your files.
-
The Services will be compatible with your hardware.
-
The Services will be compatible with your software.
-
The Services will be compatible with your media.
-
The Services will be secure.
-
Defects will be corrected.
-
Any feature will continue to be available.
-
Any Subscription will include the same features forever.
-
Any Token will produce a successful output.
-
Any Output will be accepted by a client, employer, platform, broadcaster, distributor, studio, agency, or other third party.
You use Rough Cut at your own risk.
53. Limitation of Liability
To the fullest extent permitted by law, the Protected Parties will not be liable for any indirect, incidental, special, consequential, exemplary, punitive, enhanced, or similar damages, including:
-
Lost profits.
-
Lost revenue.
-
Lost business.
-
Lost clients.
-
Lost opportunities.
-
Lost data.
-
Lost files.
-
Lost media.
-
Lost projects.
-
Lost timelines.
-
Lost exports.
-
Lost goodwill.
-
Reputational harm.
-
Production delays.
-
Post-production delays.
-
Missed deadlines.
-
Failed deliveries.
-
Client dissatisfaction.
-
Replacement costs.
-
Cost of substitute services.
-
Business interruption.
-
Software conflicts.
-
Hardware damage.
-
Device issues.
-
System crashes.
-
Editing software crashes.
-
File corruption.
-
Security incidents.
-
Unauthorized access.
-
Any other damages arising from or related to Rough Cut.
To the fullest extent permitted by law, the total liability of the Protected Parties for any claim arising out of or relating to these Terms, the App, the Services, Tokens, Subscription, website, User Content, Outputs, or your use of Rough Cut will not exceed the greater of:
-
The amount you paid to Rough Cut for the Services giving rise to the claim during the one month before the claim arose; or
-
One hundred U.S. dollars.
The limitations in this section apply regardless of the legal theory, whether based on contract, tort, negligence, strict liability, warranty, statute, or otherwise, even if Rough Cut has been advised of the possibility of such damages.
Some jurisdictions do not allow certain limitations of liability, so some limitations may not apply to you.
54. Indemnification
You agree to defend, indemnify, and hold harmless the Protected Parties from and against any claims, demands, actions, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:
-
Your use of Rough Cut.
-
Your User Content.
-
Your Outputs.
-
Your violation of these Terms.
-
Your violation of law.
-
Your violation of third-party rights.
-
Your violation of client agreements.
-
Your violation of production agreements.
-
Your violation of confidentiality obligations.
-
Your violation of privacy obligations.
-
Your misuse of the App.
-
Your misuse of Tokens.
-
Your misuse of Subscription access.
-
Your unauthorized sharing of Rough Cut.
-
Your copying or attempted copying of Rough Cut.
-
Your reverse engineering or attempted reverse engineering of Rough Cut.
-
Your disclosure of confidential information.
-
Your use of Rough Cut to create, support, or assist a competing product.
-
Your payment disputes, chargebacks, fraud, or billing issues.
-
Your negligence, misconduct, fraud, or wrongful acts.
Rough Cut reserves the right to assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with Rough Cut’s defense.
55. Injunctive Relief
You acknowledge that unauthorized copying, disclosure, reverse engineering, misuse, distribution, competitive use, or misappropriation of Rough Cut’s software, codebase, confidential information, trade secrets, business information, product concepts, workflows, designs, trademarks, or intellectual property may cause irreparable harm.
You agree that Rough Cut may seek injunctive relief, equitable relief, specific performance, temporary restraining orders, preliminary injunctions, permanent injunctions, and other remedies without needing to prove actual damages or post a bond, to the extent permitted by law.
These remedies are in addition to any other remedies available at law or in equity.
56. Copyright and Intellectual Property Complaints
If you believe material on Rough Cut infringes your copyright or intellectual property rights, contact:
[Legal Contact Email]
Your notice should include:
-
Your name and contact information.
-
Identification of the copyrighted work or intellectual property.
-
Identification of the allegedly infringing material.
-
The location of the material.
-
A statement that you have a good-faith belief that the use is unauthorized.
-
A statement that the information you provide is accurate.
-
Your physical or electronic signature.
57. Export Compliance and Sanctions
You agree to comply with all applicable export control, sanctions, and trade laws.
You may not use, download, export, re-export, transfer, provide access to, or otherwise use Rough Cut in violation of applicable laws.
You may not use Rough Cut if you are located in, organized under the laws of, or ordinarily resident in a country or region subject to applicable sanctions or restrictions, or if you are on any restricted party list.
58. Force Majeure
Rough Cut is not liable for delay, failure, interruption, outage, or non-performance caused by events beyond its reasonable control, including:
-
Acts of God.
-
Natural disasters.
-
War.
-
Terrorism.
-
Civil unrest.
-
Labor disputes.
-
Government actions.
-
Internet outages.
-
Cloud provider outages.
-
Third-party API outages.
-
Power failures.
-
Cyberattacks.
-
Security incidents.
-
Supply chain issues.
-
Payment processor failures.
-
Editing software changes.
-
Operating system changes.
-
Model provider changes.
-
Any other event beyond Rough Cut’s reasonable control.
59. Changes to These Terms
Rough Cut may update these Terms from time to time.
If Rough Cut makes material changes, it may provide notice by posting the updated Terms, updating the “Last Updated” date, sending an email, requiring renewed acceptance, or using another reasonable method.
Your continued use of Rough Cut after updated Terms become effective means you accept the updated Terms.
If you do not agree to updated Terms, you must stop using Rough Cut and cancel your Subscription.
60. Governing Law
These Terms are governed by the laws of the State of [State], without regard to conflict-of-law principles.
You and Rough Cut agree that any dispute arising out of or relating to these Terms, the App, the Services, Tokens, Subscription, website, User Content, Outputs, or your use of Rough Cut will be brought exclusively in the state or federal courts located in [County, State], unless otherwise required by applicable law or unless an arbitration provision is adopted in a separate version of these Terms.
You consent to the personal jurisdiction and venue of those courts.
61. Informal Dispute Resolution
Before filing any claim, you agree to contact Rough Cut at [Legal Contact Email] and attempt to resolve the dispute informally.
Your notice must include:
-
Your name.
-
Your account email.
-
A description of the dispute.
-
The relief you seek.
-
Any relevant documents or communications.
If the dispute is not resolved within 30 days after notice, either party may pursue available legal remedies, subject to these Terms.
62. No Class Actions
To the fullest extent permitted by law, you and Rough Cut agree that each may bring claims only in an individual capacity and not as a plaintiff, class member, representative, or participant in any class action, collective action, consolidated action, private attorney general action, or representative proceeding.
63. Assignment
You may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations under these Terms without prior written permission from Rough Cut.
Rough Cut may assign, transfer, or delegate these Terms, in whole or in part, in connection with a merger, acquisition, financing, sale of assets, restructuring, corporate transaction, or by operation of law.
64. Severability
If any provision of these Terms is found invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.
The invalid, illegal, or unenforceable provision will be interpreted or modified to achieve its purpose as closely as possible.
65. No Waiver
Rough Cut’s failure to enforce any provision of these Terms does not waive its right to enforce that provision or any other provision later.
Any waiver must be in writing and signed by Rough Cut.
66. Entire Agreement
These Terms, together with any referenced policies, notices, subscription terms, order forms, checkout terms, privacy policies, and other written agreements, constitute the entire agreement between you and Rough Cut regarding your use of Rough Cut.
These Terms supersede all prior or contemporaneous agreements, communications, understandings, statements, or representations regarding the same subject matter.
67. Contact Information
Rough Cut is owned and operated by:
TM Media LLC
Doing business as Rough Cut
[Business Address]
[City, State, ZIP]
[Country]
Email: [Legal Contact Email]
Billing: [Billing Contact Email]
Security: [Security Contact Email]
Website: [Website URL]
68. Required Subscription Acceptance Language
Before a user purchases a monthly Subscription, Rough Cut should require the user to affirmatively accept these Terms.
Recommended checkbox language:
I have read, understood, and agree to the Rough Cut Terms and Conditions and Privacy Policy. I understand that Rough Cut is owned and operated by TM Media LLC. I understand that my monthly subscription fee is for the allotted Rough Cut Token amount and authorized access to the Rough Cut software only. I understand that all payments are final and non-refundable. I understand that Rough Cut does not guarantee uptime, processing speed, specific features, specific outputs, output quality, project completion, client approval, or deadline completion. I agree that I will not copy, share, sell, redistribute, reverse engineer, reproduce, disclose, misuse, or create my own version of Rough Cut or any competing product based on Rough Cut’s software, codebase, confidential information, trade secrets, workflows, product concepts, trademarks, or intellectual property.
Recommended subscription button text:
Accept Terms and Start Subscription
Alternative button text:
Subscribe and Accept Terms
69. Checkout Disclosure Language
Recommended checkout language:
Your monthly subscription fee provides the Rough Cut Token amount included in your selected plan and authorized access to Rough Cut during the billing period. Tokens and subscription fees are non-refundable. Rough Cut does not guarantee uninterrupted service, specific outputs, professional editing results, client-ready deliverables, compatibility with all workflows, or completion of any deadline. All use is subject to the Rough Cut Terms and Conditions and Privacy Policy.
70. Short Pricing Page Disclaimer
Recommended placement near pricing:
Your subscription provides access to Rough Cut and the Rough Cut Tokens included with your selected plan. Subscription fees and Tokens are non-refundable. Rough Cut is a software tool and does not guarantee specific outputs, client-ready results, uptime, processing speed, project completion, or deadline completion. Always back up your media and review all outputs before use.
71. Short Download Page Disclaimer
Recommended placement above the download button:
By downloading Rough Cut, you agree that the software is licensed, not sold. You may not copy, share, redistribute, sell, reverse engineer, reproduce, or create your own version of Rough Cut. Your subscription provides authorized software access and the Rough Cut Tokens included with your plan only.
72. Footer Links
Recommended website footer links:
Terms and Conditions
Privacy Policy
Refund Policy
Contact
Support
73. Final User Acknowledgment
By using Rough Cut, you acknowledge and agree that:
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Rough Cut is owned and operated by TM Media LLC.
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Your Subscription gives you limited software access only.
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Your Monthly Subscription Fee is for your allotted Rough Cut Tokens and authorized access only.
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All payments are final and non-refundable.
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You do not own Rough Cut.
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You may not copy Rough Cut.
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You may not share Rough Cut.
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You may not reverse engineer Rough Cut.
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You may not create your own version of Rough Cut.
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You may not use Rough Cut’s confidential information, trade secrets, workflows, software, codebase, trademarks, or intellectual property to compete with Rough Cut.
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You are responsible for your own files, backups, projects, deadlines, clients, and outputs.
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Rough Cut is not responsible if the App or Services do not meet your expectations, standards, creative preferences, client requirements, or delivery deadlines
