These Terms of Service (these “Terms”) describe your rights and responsibilities when using the mobile and/or web-based software platform, application programming interface, associated software, and other related services (the “Services”) offered by Butter Studios Inc. (“Butter”, “we”, “our”, or “us”). If you are a Customer, these Terms govern your access and use of our Services. These Terms, together with all documents referenced herein, form the “Agreement” between the Customer and us.These Terms of Service (these “Terms”) describe your rights and responsibilities when using the mobile and/or web-based software platform, application programming interface, associated software, and other related services (the “Services”) offered by Butter Studios Inc. (“Butter”, “we”, “our”, or “us”). If you are a Customer, these Terms govern your access and use of our Services. These Terms, together with all documents referenced herein, form the “Agreement” between the Customer and us.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AGREEMENT AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRE, WITH ONLY SPECIFIED EXCEPTIONS, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTIONS OR PROCEEDINGS.PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AGREEMENT AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRE, WITH ONLY SPECIFIED EXCEPTIONS, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTIONS OR PROCEEDINGS.

If you subscribe to, access, or use the Services, create an organization, invite users to that organization, or use or allow use of that organization after being notified of a change to these Terms, you acknowledge your understanding of the then-current Agreement and agree to the Agreement on behalf of the Customer. Please ensure you have the necessary authority to enter into the Agreement on behalf of the Customer before proceeding.If you subscribe to, access, or use the Services, create an organization, invite users to that organization, or use or allow use of that organization after being notified of a change to these Terms, you acknowledge your understanding of the then-current Agreement and agree to the Agreement on behalf of the Customer. Please ensure you have the necessary authority to enter into the Agreement on behalf of the Customer before proceeding.

General ProvisionsGeneral Provisions

Customers, Authorized Users, and Customer ContentCustomers, Authorized Users, and Customer Content

“Customer” or “you” is either you, if you are an individual entering into the Agreement on your own behalf, or the organization that you represent in agreeing to the Agreement. If your organization is being set up by someone who is not formally affiliated with a business entity or other organization, Customer is the individual creating the organization. If you signed up for a subscription plan using your corporate email domain or are otherwise entering into a subscription plan on behalf of a business entity or other organization, the business entity or organization on whose behalf you signed up is the Customer. By signing up on behalf of your business entity or organization, you represent and warrant that you have all the right, power, and authority to bind such entity or organization to the Agreement.“Customer” or “you” is either you, if you are an individual entering into the Agreement on your own behalf, or the organization that you represent in agreeing to the Agreement. If your organization is being set up by someone who is not formally affiliated with a business entity or other organization, Customer is the individual creating the organization. If you signed up for a subscription plan using your corporate email domain or are otherwise entering into a subscription plan on behalf of a business entity or other organization, the business entity or organization on whose behalf you signed up is the Customer. By signing up on behalf of your business entity or organization, you represent and warrant that you have all the right, power, and authority to bind such entity or organization to the Agreement.

Individuals authorized by Customer to access the Services (each an “Authorized User”) may submit content or information to the Services, which includes any personal data or personal information of Authorized Users (“Personal Data”) and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, musical works, works of authorship and associated information or materials uploaded to the Services by an Authorized User (“User Content”) (collectively, “Customer Content”), and Customer will have the sole right and responsibility for managing its use. The Services are not intended for and should not be used by anyone under the age of 13. Customer must ensure that all Authorized Users are over 13 years old.Individuals authorized by Customer to access the Services (each an “Authorized User”) may submit content or information to the Services, which includes any personal data or personal information of Authorized Users (“Personal Data”) and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, musical works, works of authorship and associated information or materials uploaded to the Services by an Authorized User (“User Content”) (collectively, “Customer Content”), and Customer will have the sole right and responsibility for managing its use. The Services are not intended for and should not be used by anyone under the age of 13. Customer must ensure that all Authorized Users are over 13 years old.

Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Content; and (b) obtain all rights, permissions, or consents from Authorized Users and other Customer personnel that are necessary to grant the rights and licenses in the Agreement and for the lawful use and transmission of Customer Content and the operation of the Services.Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Content; and (b) obtain all rights, permissions, or consents from Authorized Users and other Customer personnel that are necessary to grant the rights and licenses in the Agreement and for the lawful use and transmission of Customer Content and the operation of the Services.

SubscriptionsSubscriptions

A subscription allows Customer and its Authorized Users to access the Services. Subscriptions commence when we make them available to Customer and continue for the term specified in the Services or on the Customer’s account (the “Subscription Period”). All subscriptions automatically renew for additional periods unless otherwise canceled by Customer with at least 24 hours’ notice before the next billing cycle.A subscription allows Customer and its Authorized Users to access the Services. Subscriptions commence when we make them available to Customer and continue for the term specified in the Services or on the Customer’s account (the “Subscription Period”). All subscriptions automatically renew for additional periods unless otherwise canceled by Customer with at least 24 hours’ notice before the next billing cycle.

Beta ProductsBeta Products

Occasionally, we may invite users to test new features identified as “beta” or “pre-release” (“Beta Products”). Beta Products are made available on an “as is” basis and without any warranties.Occasionally, we may invite users to test new features identified as “beta” or “pre-release” (“Beta Products”). Beta Products are made available on an “as is” basis and without any warranties.

FeedbackFeedback

Customer and its Authorized Users may submit comments or ideas about the Services, including ways to improve our products (“Ideas”). By submitting any Idea, Customer agrees that we may use it without restriction or compensation.Customer and its Authorized Users may submit comments or ideas about the Services, including ways to improve our products (“Ideas”). By submitting any Idea, Customer agrees that we may use it without restriction or compensation.

Privacy Policy and Protection of Personal DataPrivacy Policy and Protection of Personal Data

By using the Services, you understand and acknowledge that Personal Data will be collected, used, and disclosed as part of providing the Services. We cannot guarantee that unauthorized third parties will never be able to defeat our security measures. You acknowledge that you provide your personal information at your own risk.By using the Services, you understand and acknowledge that Personal Data will be collected, used, and disclosed as part of providing the Services. We cannot guarantee that unauthorized third parties will never be able to defeat our security measures. You acknowledge that you provide your personal information at your own risk.

Services Usage and RestrictionsServices Usage and Restrictions

Our License to CustomerOur License to Customer

We own and will continue to own our Services and Documentation, including all related intellectual property and proprietary rights. During the Subscription Period, we grant Customer a non-exclusive, non-transferable license to access and use the Services for its internal business purposes.We own and will continue to own our Services and Documentation, including all related intellectual property and proprietary rights. During the Subscription Period, we grant Customer a non-exclusive, non-transferable license to access and use the Services for its internal business purposes.

Customer’s Licenses to UsCustomer’s Licenses to Us

As between us and Customer, Customer will own all Customer Content, including Personal Data and User Content. Customer grants us a license to access, use, process, copy, distribute, perform, export, and display Customer Content only as necessary to provide and maintain the Services.As between us and Customer, Customer will own all Customer Content, including Personal Data and User Content. Customer grants us a license to access, use, process, copy, distribute, perform, export, and display Customer Content only as necessary to provide and maintain the Services.

Use of the ServicesUse of the Services

Customer must ensure that its Authorized Users comply with the Agreement. We may review conduct for compliance purposes but have no obligation to do so. If we believe there is a violation of the Agreement, we reserve the right to take action, including the suspension or termination of access to the Services.Customer must ensure that its Authorized Users comply with the Agreement. We may review conduct for compliance purposes but have no obligation to do so. If we believe there is a violation of the Agreement, we reserve the right to take action, including the suspension or termination of access to the Services.

Payment ObligationsPayment Obligations

Payment TermsPayment Terms

For Customers that purchase a subscription, fees are specified through the Services interface or on the Customer’s account. Payment obligations are non-cancelable, and fees areFor Customers that purchase a subscription, fees are specified through the Services interface or on the Customer’s account. Payment obligations are non-cancelable, and fees are

non-refundable unless otherwise stated in the Agreement.non-refundable unless otherwise stated in the Agreement.

Term and TerminationTerm and Termination

Agreement TermAgreement Term

The Agreement remains effective until all subscriptions ordered under it have expired or are terminated.The Agreement remains effective until all subscriptions ordered under it have expired or are terminated.

Auto-RenewalAuto-Renewal

Unless otherwise set forth, all subscriptions automatically renew unless either party gives the other notice of non-renewal at least 24 hours before the end of a Subscription Period.Unless otherwise set forth, all subscriptions automatically renew unless either party gives the other notice of non-renewal at least 24 hours before the end of a Subscription Period.

Termination for CauseTermination for Cause

Either party may terminate the Agreement on notice if the other party materially breaches the Agreement and fails to remedy the breach within thirty (30) days.Either party may terminate the Agreement on notice if the other party materially breaches the Agreement and fails to remedy the breach within thirty (30) days.

Representations; Disclaimer of WarrantiesRepresentations; Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND ALL RELATED COMPONENTS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES.EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND ALL RELATED COMPONENTS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES.

Limitation of LiabilityLimitation of Liability

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR FRAUD AND MISREPRESENTATION, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER IN CONNECTION WITH THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF USE, TIME, PROFIT, REVENUE, INCOME, OR DATA, HOWEVER ARISING AND WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE) OR BASED ON BREACH OF ANY WARRANTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY OTHER LIMITED REMEDY. EXCEPT FOR INDEMNITY DEFENSE AND HOLD HARMLESS OBLIGATIONS HEREIN, OR IN THE CASE OF FRAUD AND MISREPRESENTATION, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY.EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR FRAUD AND MISREPRESENTATION, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER IN CONNECTION WITH THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF USE, TIME, PROFIT, REVENUE, INCOME, OR DATA, HOWEVER ARISING AND WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE) OR BASED ON BREACH OF ANY WARRANTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY OTHER LIMITED REMEDY. EXCEPT FOR INDEMNITY DEFENSE AND HOLD HARMLESS OBLIGATIONS HEREIN, OR IN THE CASE OF FRAUD AND MISREPRESENTATION, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY.

IndemnificationIndemnification

Indemnification by ButterIndemnification by Butter

Butter will defend Customer against any claim (“Claim”) brought against it by a third party alleging that use of the Services infringes its intellectual property rights and will, subject to Section 7.3, indemnify Customer for damages finally awarded by a court of competent jurisdiction against Customer (or any Butter approved settlement) in connection with such Claim. If the use of the Services has become, or in Butter’s opinion is likely to become, subject to any infringement claim, Butter may: (a) procure the right for Customer to continue using the Services as set forth herein; (b) replace the Services to make it non-infringing (with comparable functionality); or (c) terminate this Agreement and provide a pro rata refund of prepaid fees. Butter will have no Liability with respect to any Claim to the extent caused by: (i) use of the Services other than as permitted hereunder; (ii) compliance with designs, guidelines or specifications provided by Customer; (iii) Customer’s use of any downloadable component of the Services other than the latest version made available; (iv) modification of the Services by any party other than Butter without Butter’s written consent; (v) Customer Content; or (vi) the combination, operation or use of the Services with other applications, products or services, in each case provided such combination, operation or use causes the infringement (subclauses (i) through (vi), “Excluded Claims”). This Section represents Customer’s exclusive remedy for any claim related to infringement or misappropriation of intellectual property. Butter will defend Customer against any claim (“Claim”) brought against it by a third party alleging that use of the Services infringes its intellectual property rights and will, subject to Section 7.3, indemnify Customer for damages finally awarded by a court of competent jurisdiction against Customer (or any Butter approved settlement) in connection with such Claim. If the use of the Services has become, or in Butter’s opinion is likely to become, subject to any infringement claim, Butter may: (a) procure the right for Customer to continue using the Services as set forth herein; (b) replace the Services to make it non-infringing (with comparable functionality); or (c) terminate this Agreement and provide a pro rata refund of prepaid fees. Butter will have no Liability with respect to any Claim to the extent caused by: (i) use of the Services other than as permitted hereunder; (ii) compliance with designs, guidelines or specifications provided by Customer; (iii) Customer’s use of any downloadable component of the Services other than the latest version made available; (iv) modification of the Services by any party other than Butter without Butter’s written consent; (v) Customer Content; or (vi) the combination, operation or use of the Services with other applications, products or services, in each case provided such combination, operation or use causes the infringement (subclauses (i) through (vi), “Excluded Claims”). This Section represents Customer’s exclusive remedy for any claim related to infringement or misappropriation of intellectual property.

7.2 Indemnification by Customer7.2 Indemnification by Customer

Customer will defend Butter against any Claim brought against it by a third party arising out of the Excluded Claims, and will, subject to Section 6.3, indemnify Butter for damages finally awarded against Butter (or any Customer approved settlement) in connection with such Excluded Claim.Customer will defend Butter against any Claim brought against it by a third party arising out of the Excluded Claims, and will, subject to Section 6.3, indemnify Butter for damages finally awarded against Butter (or any Customer approved settlement) in connection with such Excluded Claim.

7.3 Indemnification Procedure7.3 Indemnification Procedure

When a party (“Indemnifier”) is to indemnify the other (“Indemnified”) the: (a) Indemnified shall promptly notify Indemnifier of the Claim in writing; (b) Indemnifier shall be given exclusive authority to defend and settle such Claim (provided that it may not settle without Indemnified’s prior written consent, not to be unreasonably withheld, conditioned or delayed); and (c) Indemnified shall reasonably cooperate with Indemnifier in connection with such Claim.When a party (“Indemnifier”) is to indemnify the other (“Indemnified”) the: (a) Indemnified shall promptly notify Indemnifier of the Claim in writing; (b) Indemnifier shall be given exclusive authority to defend and settle such Claim (provided that it may not settle without Indemnified’s prior written consent, not to be unreasonably withheld, conditioned or delayed); and (c) Indemnified shall reasonably cooperate with Indemnifier in connection with such Claim.

Featured WorkFeatured Work

All featured work on this website is presented for illustrative purposes only, showcasing real-life examples of motion design. Butter does not claim ownership of any of the displayed works. All rights remain with their respective creators. Logos, assets, and other branded content are the property of their original owners and are not to be used, reproduced, or redistributed. If you are the rightful owner of any content and would like it credited differently or removed, please contact us at hey@butter.videoAll featured work on this website is presented for illustrative purposes only, showcasing real-life examples of motion design. Butter does not claim ownership of any of the displayed works. All rights remain with their respective creators. Logos, assets, and other branded content are the property of their original owners and are not to be used, reproduced, or redistributed. If you are the rightful owner of any content and would like it credited differently or removed, please contact us at hey@butter.video

PublicityPublicity

Butter must obtain Customer’s prior written approval to each specific use of any Customer trademarks, trade name or dress, service marks, or similar rights, and any such written approval shall cease upon expiration or termination of this Agreement. Customer grants a worldwide, non-exclusive license valid for the term of this Agreement to Butter to use Customer trademarks, trade name or dress, service marks, or similar rights solely internally and for the provision of the Services. Butter must cease using such marks immediately upon demand from Customer. Butter must obtain Customer’s prior written approval before issuing any press release or public statement regarding the parties’ relationship or Services.Butter must obtain Customer’s prior written approval to each specific use of any Customer trademarks, trade name or dress, service marks, or similar rights, and any such written approval shall cease upon expiration or termination of this Agreement. Customer grants a worldwide, non-exclusive license valid for the term of this Agreement to Butter to use Customer trademarks, trade name or dress, service marks, or similar rights solely internally and for the provision of the Services. Butter must cease using such marks immediately upon demand from Customer. Butter must obtain Customer’s prior written approval before issuing any press release or public statement regarding the parties’ relationship or Services.

Governing Law and Dispute ResolutionGoverning Law and Dispute Resolution

The Agreement and any disputes arising out of it will be governed exclusively by the internal laws of the State of California, United States, without regard to its conflicts of laws principles. Disputes will be resolved through binding arbitration in Los Angeles, California.The Agreement and any disputes arising out of it will be governed exclusively by the internal laws of the State of California, United States, without regard to its conflicts of laws principles. Disputes will be resolved through binding arbitration in Los Angeles, California.

MiscellaneousMiscellaneous

Force Majeure: Neither party will be liable for failure or delay in performance due to events beyond its control.Force Majeure: Neither party will be liable for failure or delay in performance due to events beyond its control.

Relationship of the Parties: The Agreement does not create a partnership, franchise, or employment relationship between the parties.Relationship of the Parties: The Agreement does not create a partnership, franchise, or employment relationship between the parties.

Contacting Us: For questions regarding these Terms, contact us at legal@butterstudios.com. All notices to Customer must have a copy emailed to legal@clickup.com. Contacting Us: For questions regarding these Terms, contact us at legal@butterstudios.com. All notices to Customer must have a copy emailed to legal@clickup.com.