FirstPass — Terms of Service

These Terms of Service ("Terms") are a binding agreement between you and A2V MEDIA, LLC, a Connecticut limited liability company ("A2V Media," "we," "us," or "our"), governing your use of the FirstPass application, website, and related services (together, the "Service"). By creating an account, installing, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

1. The Service

FirstPass is a software tool that analyzes interview and other spoken-word video footage you provide and produces an automated first-pass edit — a suggested selection and arrangement of clips, plus a timeline you can export to a non-linear editor (such as DaVinci Resolve or Adobe Premiere Pro) for further editing. FirstPass is an editing assistant; it is not a finished-production service. You are expected to review, refine, and finalize every result before any use.

The desktop application performs analysis and rendering locally on your computer. To produce a cut, the Service sends only an extracted audio track and the resulting text transcript to our processing providers (see the Privacy Policy). Your video files are never uploaded.

2. Eligibility & Accounts

• You must be at least 18 years old and able to form a binding contract.
• If you use the Service on behalf of an organization, you represent that you are authorized to bind that organization to these Terms.
• You must provide accurate account information and keep it current. You are responsible for safeguarding your credentials and for all activity under your account.
• Notify us promptly at [email protected] of any unauthorized use.

3. Subscriptions, Billing & Trials

• Plans. The Service is offered on free and paid subscription tiers. Features and limits for each tier are described at the point of purchase and may change over time.
• Billing. Paid subscriptions are billed in advance on a recurring basis through our payment processor (Stripe). Subscriptions renew automatically until cancelled. You authorize us to charge your payment method for each renewal.
• Trials. If a free trial is offered, your payment method may be charged automatically when the trial ends unless you cancel before then.
• Cancellation. You may cancel at any time; cancellation takes effect at the end of the current billing period, and you retain access until then.
• Refunds. Except where required by law, payments are non-refundable and we do not provide refunds or credits for partial periods or unused capacity.
• Failed payments. If a charge fails, we may retry it and may suspend or downgrade your access until payment is resolved.
• Price changes. We may change prices; changes apply to billing periods beginning after we notify you.

4. License to Use the Software

Subject to these Terms and your payment of applicable fees, we grant you a limited, personal, non-exclusive, non-transferable, revocable license to install and use the Service for your own creative or business purposes. You may not:

• copy, resell, sublicense, rent, lease, or commercially redistribute the Service;
• reverse-engineer, decompile, or attempt to derive source code, except where such restriction is prohibited by law;
• circumvent, disable, or interfere with usage metering, license enforcement, security, or rate limits;
• access the Service through automated means to exceed plan limits, or share one account across users beyond the seats you have purchased;
• remove or alter any proprietary notices.

We and our licensors retain all right, title, and interest in and to the Service, including all software, models, and trademarks. No rights are granted except as expressly stated.

5. Your Content & Your Rights

"Your Content" means the footage, audio, transcripts, prompts, and other materials you provide to the Service, and the cuts, timelines, and other outputs the Service produces from them ("Output").

• You own Your Content. We claim no ownership of your footage or your Output. As between you and us, you retain all rights you hold in Your Content.
• We do not train on Your Content. We do not use your footage, audio, transcripts, or Output to train machine-learning models, and we do not sell your content. We process it only to provide the Service to you (see the Privacy Policy).
• Limited license to operate. You grant us only the limited, non-exclusive license needed to host, process, transmit, and display Your Content for the sole purpose of operating and providing the Service to you. This license ends when you delete the content or close your account, except for residual copies in routine backups or as required by law.
• Your responsibilities and representations. You represent and warrant that you own or have all rights, licenses, consents, and permissions necessary for Your Content and your use of the Service — including any required rights to the footage, music, and to the likeness, voice, and personal information of every individual appearing in it, and all releases or consents required by law. You are solely responsible for Your Content and for what you create with the Service.

6. Acceptable Use

You agree not to use the Service, and not to use any Output, to create, edit, upload, or distribute anything that, or to engage in any conduct that:

• violates any applicable law, regulation, or third-party right;
• infringes or misappropriates any copyright, trademark, trade secret, publicity, privacy, or other intellectual-property or proprietary right;
• impersonates any person or entity, or creates deceptive "deepfake," synthetic, or manipulated media intended to defraud, deceive, defame, or mislead — including falsely attributing statements to a real person;
• depicts a real, identifiable person without the consent required by law, including any non-consensual intimate or sexually explicit imagery;
• constitutes or facilitates harassment, bullying, threats, hate speech, incitement to violence, or defamation;
• sexualizes or exploits minors in any way, or otherwise produces child sexual abuse material (prohibited absolutely and reported as required by law);
• promotes illegal activity, fraud, scams, election or public-health disinformation, or content intended to manipulate or materially deceive the public;
• contains malware, or is used to gain unauthorized access to, disrupt, or overload any system or network;
• harvests data about other users, or violates the privacy or data-protection rights of any person.

This list is illustrative, not exhaustive. We may, but are not obligated to, investigate and take action — including removing content where technically possible, suspending features, or terminating accounts — for any actual or suspected violation. Because your footage and outputs are processed and stored locally on your device, you are responsible for compliance; we do not monitor or review the content of your projects.

7. Nature of AI Output — Review Before Use

FirstPass uses automated and AI-based methods to select and arrange clips. The Output is a draft "first pass," provided for your review. You acknowledge that:

• Output may be inaccurate, incomplete, mistimed, unsuitable, or may misinterpret content, tone, or intent;
• Output is generated automatically and may resemble output produced for other users;
• we do not warrant that any Output is accurate, usable, original, non-infringing, or fit for any particular purpose;
• you are solely responsible for reviewing, verifying, and editing any Output before relying on, publishing, or distributing it, and for ensuring the final result complies with these Terms and applicable law.

8. Third-Party Services

The Service relies on third-party providers — including speech-to-text, AI, authentication, payment, and hosting providers — to function. Your use of the Service may be subject to those providers' terms, and we are not responsible for their acts or omissions. The providers we use are described in the Privacy Policy.

9. Disclaimer of Warranties

10. Limitation of Liability

11. Indemnification

You agree to defend, indemnify, and hold harmless A2V Media and its owners, members, employees, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Your Content; (b) your use of the Service or any Output; (c) your violation of these Terms, the Acceptable Use section, or any law; or (d) your violation of any third-party right, including any intellectual-property, publicity, or privacy right. We may assume the exclusive defense of any matter subject to indemnification, at your expense, and you agree to cooperate.

12. Suspension & Termination

You may stop using the Service and close your account at any time. We may suspend or terminate your access, with or without notice, if we believe you have violated these Terms, if required by law, or to protect the Service or other users. Sections that by their nature should survive termination (including Sections 5–11 and 13–14) will survive.

13. Changes to the Terms or Service

We may modify the Service or these Terms. If we make material changes to these Terms, we will update the "Last updated" date and, where appropriate, provide additional notice. Your continued use after changes take effect constitutes acceptance. We may also add, change, or discontinue features at any time.

14. Governing Law & Disputes

These Terms are governed by the laws of the State of Connecticut, without regard to its conflict-of-laws rules. You agree that the exclusive venue for any dispute not subject to arbitration (if applicable) will be the state and federal courts located in Connecticut, and you consent to personal jurisdiction there. Before filing any claim, you agree to first contact us at [email protected] and attempt to resolve the dispute informally for at least 30 days. To the extent permitted by law, any claim must be brought within one (1) year after it arises.

15. General

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and us regarding the Service.
• Severability. If any provision is unenforceable, the rest remains in effect.
• No waiver. Our failure to enforce a provision is not a waiver.
• Assignment. You may not assign these Terms; we may assign them in connection with a merger, acquisition, or sale of assets.
• Contact. Questions about these Terms: [email protected].