Terms of Service

By accessing or using the ShortKit platform, APIs, SDKs, developer tools, website, or any related services (collectively, the “Services”), you (“Customer” or “you”) agree to be bound by these Terms of Service (“Terms”). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

If you do not agree to these Terms, do not use the Services.

ShortKit reserves the right to modify these Terms at any time. We will provide reasonable advance notice of material changes by posting the updated Terms at shortkit.dev/terms, updating the “Last Updated” date above, and notifying active customers via email. Changes to pricing, overage rates, or plan inclusions will become effective at the start of Customer's next billing period following notice of such change. All other material changes will become effective upon reasonable advance notice. Non-material changes (such as corrections, clarifications, or formatting updates) may take effect upon posting. Your continued use of the Services following the effective date of any change constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you may terminate in accordance with Section 12.1, including its special termination right for a material change. Continued use after a change takes effect does not waive that special termination right during the notice window provided in Section 12.1.

Specific pricing terms applicable to your account are governed by your Order Form or separately agreed pricing schedule, which may specify different notice periods.

ShortKit provides short-form video infrastructure, including but not limited to:

• Native SDKs for iOS, Android, React Native, and Web
• Managed video delivery and encoding backend
• A native content recommendation engine
• Developer APIs and associated tooling

ShortKit operates as an infrastructure provider. We do not produce, curate, or editorially control the content delivered through our Services. Customers are solely responsible for the content they upload, process, or distribute using the Services.

4.1 Plan Tiers

ShortKit offers multiple service tiers, including a Basic plan and Scale (custom enterprise) plans. Plan-specific features, pricing, and usage limits are described at shortkit.dev or in your applicable Order Form.

Customers on the Basic plan may experience encoding quality or delivery performance that differs from that available to Scale customers. ShortKit optimizes infrastructure resource allocation across its customer base, and Scale customers receive prioritized quality configurations. This is inherent to the tiered nature of the service.

4.2 Usage-Based Billing, Metering, and Overages

The Services are billed on a usage-based model across three metering categories: encoding, storage, and delivery. Each plan includes defined monthly usage quotas across these categories. If your usage exceeds the included quota in any of these categories during a calendar month, overage charges apply to the excess usage at the rates specified in your Order Form or applicable pricing schedule.

(a) Billing Units and Conversion Convention

Encoding, storage, and delivery of video content are billed in gigabytes (GB) using a published conversion table that translates video duration and resolution into a billable GB equivalent. Image content storage and delivery are billed based on actual file size in gigabytes. The conversion table for video content is as follows:

The billed bitrates above are a billing convention used to calculate billable usage. They are not a representation, warranty, or specification of the actual encoded, stored, or delivered bitrate of any content processed through the Services. Actual encoded, stored, or delivered bitrates depend on content type, encoder configuration, codec efficiency, adaptive bitrate selection by end-user devices, and other technical factors, and may differ from the billed bitrates set forth in the conversion table. ShortKit may update the conversion table from time to time, treated as a pricing change under Section 2 and subject to the protections of any then-current Order Form.

(b) How Usage Is Measured

Encoding is measured per asset based on the duration and resolution of the source content uploaded to the Services, converted to billable GB using the conversion table in Section 4.2(a). Each asset is billed once per encoding event regardless of the number of output renditions, supporting files, or processing operations generated by ShortKit.

Storage is measured monthly based on the duration and resolution of video assets retained on the Services and the actual file size of image assets retained on the Services, in each case prorated by the portion of the calendar month each asset is stored. A single billed GB of video storage covers the full set of files generated and retained by ShortKit to deliver the asset, including without limitation HLS adaptive bitrate renditions, audio tracks, manifests, thumbnails, storyboards, and the original file retained for re-encoding, regardless of the actual byte size of those files. If a Customer enables downloadable MP4 output for an asset, the storage usage attributable to that asset is increased by twenty-five percent (25%) for the period during which downloadable MP4 output is enabled. The storage adjustment is prorated for the portion of the calendar month during which downloadable MP4 output was enabled for the asset.

Delivery is measured based on egress usage, calculated as (i) for video content, duration delivered multiplied by the billed bitrate for the applicable resolution, and (ii) for image content, the actual file size in GB delivered through the Services. Duration delivered is calculated based on the cumulative video segments and parts of the video file delivered through the Services to end-user devices, including content delivered to satisfy initial playback, seeking, preloading, and buffering. Content served from end-user device caches is not counted as additional delivery.

(c) Overage Rates

Unless otherwise specified in your Order Form, overage charges accrue at two times (2x) the corresponding base rate for each metering category. Overage rates may differ from this default if separately agreed in your Order Form.

(d) Measurement Authority

ShortKit's usage monitoring and metering systems shall be the definitive source of usage measurement for billing purposes. Customer may access usage data through the dashboard provided as part of the Services. Customer must notify ShortKit in writing of any disputed usage measurement within sixty (60) days of the date of the invoice on which such usage appears, after which the invoice and underlying usage measurements shall be deemed final and accepted.

(e) Pricing Changes

Base rates, overage rates, plan inclusions, and the conversion table set forth in Section 4.2(a) are subject to change. ShortKit will provide reasonable advance notice of changes to active customers in accordance with Section 2. Continued use of the Services following a pricing or conversion change constitutes acceptance of the updated terms.

4.3 Payment Terms

Base subscription fees are due and payable monthly in advance at the start of each billing period. Overage charges are calculated at the end of each billing period based on Customer's actual usage in excess of plan inclusions, and are billed in arrears at the start of the following billing period.

Customer authorizes ShortKit to charge Customer's designated payment method on file for all fees incurred, including base subscription fees, overage charges, and any applicable taxes. If paying by invoice, all amounts are due and payable within thirty (30) days from the date of invoice unless otherwise specified in the Order Form.

All fees are non-refundable except as expressly stated in these Terms or an applicable Order Form. Prepaid fees are non-refundable upon termination.

4.4 Late Payment

Any amounts not paid when due will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. If any payment remains overdue for more than fifteen (15) days following written notice from ShortKit, ShortKit may suspend Customer's access to the Services in accordance with Section 12.3 until all outstanding amounts, including accrued interest, are paid in full. Suspension of Services does not relieve Customer of its payment obligations. Customer shall be responsible for all reasonable costs of collection, including attorneys' fees, incurred by ShortKit in collecting overdue amounts.

5.1 Customer Owns Their Data

Customer retains full ownership of all data, content, and information uploaded to or processed through the Services (“Customer Data”). ShortKit does not claim any ownership rights in Customer Data.

5.2 License to Operate the Services

Customer grants ShortKit a limited, non-exclusive, worldwide, royalty-free license to access, host, store, copy, encode, transcode, adapt into delivery formats, generate thumbnails and captions from, transmit, distribute, display, and perform Customer Data solely as necessary to provide, maintain, secure, and improve the Services in accordance with these Terms, Customer's authorized use and configuration of the Services, and any applicable data processing addendum. ShortKit may permit Subprocessors to exercise these rights solely to perform their designated functions under Section 6. This license does not transfer ownership of Customer Data or authorize its use beyond the purposes permitted by these Terms.

5.3 No Sale of Identifiable Customer Data; Service Personalization

ShortKit will not sell, rent, or lease Customer Data that identifies or could reasonably be used to identify Customer or Customer's end users. ShortKit may process Customer Data, including user and device identifiers, viewing activity, interactions, and preferences, as necessary to provide Customer with the Services, including analytics, identity resolution, personalized feeds, and content recommendations. ShortKit will not use such data for advertising or to build individual profiles for purposes unrelated to providing the Services to Customer. Processing by Subprocessors under Section 6 is permitted subject to the restrictions in that Section and applicable data protection law.

5.4 Aggregated and Anonymized Data

Notwithstanding the above, ShortKit may collect, process, and analyze data derived from Customer's use of the Services to operate, maintain, and improve the Services. ShortKit may also compile, use, and commercialize anonymized, de-identified, and aggregated data (“Aggregated Data”) for benchmarking, analytics, industry research, product development, and other internal and external business purposes, provided that such Aggregated Data does not directly or indirectly identify Customer or Customer's end users. All right, title, and interest in Aggregated Data belongs to ShortKit. For clarity, Aggregated Data is not Customer Data.

5.5 Data Security and Breach Notification

ShortKit maintains commercially reasonable technical and organizational measures to protect Customer Data against unauthorized access, loss, alteration, or disclosure.

Upon confirming a security breach that materially affects Customer Data, ShortKit will notify affected customers without undue delay, unless prohibited by applicable law. A delay requested by law enforcement, or needed to investigate or remediate the breach before giving notice, is not an undue delay.

ShortKit will provide information then reasonably available about the nature of the breach and the steps being taken to address it, and may provide further information as it becomes available.

5.6 Personal Data and Customer Integration

For purposes of these Terms, “Personal Data” means information that constitutes personal data or personal information under applicable data protection law, including information referred to elsewhere in these Terms as personally identifiable information or “PII.”

The Services may process Personal Data contained in video, audio, images, and metadata, as well as user identifiers, device and session identifiers, IP addresses, viewing activity, interactions, preferences, and technical information used to provide the Services. Customer must limit the Personal Data it submits to what is reasonably necessary for its authorized use of the Services. Where reasonably practicable, Customer must use opaque identifiers rather than names, email addresses, or telephone numbers to identify end users. Use of an opaque identifier does not, by itself, make information anonymous or remove applicable data protection obligations.

Customer is responsible for providing notices, obtaining consents where required, and establishing any other lawful basis necessary for its collection and provision of Personal Data and its instructions to ShortKit. Customer must not submit passwords, payment-card details, government-issued identification numbers, or data requiring special safeguards beyond those agreed by the parties, unless ShortKit has expressly agreed in writing to process that data.

ShortKit will process Personal Data in accordance with applicable data protection law, these Terms, and any applicable data processing addendum, and will apply the protections described in Sections 5.5 and 6. Each party remains responsible for its own applicable legal obligations. Where applicable law requires additional data processing terms, the parties will enter into a data processing addendum before the relevant processing begins. The addendum will control in the event of a conflict concerning the processing of Personal Data.

Subject to Section 11 and applicable law, ShortKit remains responsible for unauthorized access to or disclosure of Personal Data caused by its negligent handling of that data. Customer's submission of data contrary to this Section does not excuse ShortKit from the protections otherwise required by these Terms or applicable law. ShortKit is not responsible to the extent a loss is caused by Customer's own acts or omissions.

ShortKit uses third-party service providers to support delivery of the Services, including cloud hosting, databases, storage, video processing, content delivery, and related infrastructure. To the extent these providers process Personal Data on Customer's behalf through ShortKit, they act as subprocessors (“Subprocessors”).

Customer authorizes ShortKit to engage Subprocessors, subject to applicable data protection law and any applicable data processing addendum. Subprocessors may receive and process Customer Data, including Personal Data, solely as necessary to perform their designated functions in providing, maintaining, supporting, and securing the Services.

ShortKit will enter into written agreements with Subprocessors requiring confidentiality, appropriate security measures, and restrictions on processing consistent with ShortKit's obligations under these Terms and applicable law. ShortKit remains responsible for the performance of its obligations under these Terms when it uses Subprocessors, subject to Section 11 and applicable law.

ShortKit may provide information about the identities, functions, and processing locations of Subprocessors through confidential disclosures rather than publication in these Terms. ShortKit will provide and maintain the information, notices, and opportunities to object required by applicable data protection law or an applicable data processing addendum. Any confidentiality restrictions will not prevent Customer from making disclosures necessary to comply with law or to obtain professional advice under appropriate confidentiality obligations.

7.1 Prohibited Uses

You agree that you will not, and will not assist, enable, or permit others to:

• (a) use the Services except as permitted by these Terms or the Documentation;
• (b) except as expressly permitted by Section 8, an applicable Order Form, or a separate license applicable to a component, copy, assign, sublicense, resell, distribute, reverse engineer, decompile, disassemble, modify, scrape, or create derivative works of any part of the Services, except to the extent a restriction is prohibited by applicable law;
• (c) use the Services to upload, transmit, store, process, or distribute any content that: (i) is unlawful or promotes unlawful activity; (ii) constitutes, depicts, or facilitates child sexual abuse material (“CSAM”) or the sexual exploitation of minors; (iii) infringes or misappropriates any third-party intellectual property, privacy, or publicity rights; (iv) is defamatory, libelous, threatening, harassing, or abusive; (v) is obscene or pornographic, except where the Customer's lawful business expressly involves such content and Customer has disclosed this to ShortKit in writing prior to use; (vi) contains malware, viruses, or other harmful code; or (vii) is otherwise objectionable in ShortKit's reasonable judgment;
• (d) use the Services in a manner that circumvents or attempts to circumvent any security, access control, rate limiting, or usage metering measures;
• (e) use the Services in a manner that causes excessive or disproportionate load on ShortKit's infrastructure or that negatively impacts the performance of the Services for other customers;
• (f) use the Services for competitive analysis, benchmarking against a competing product, or to develop a competing product or service; or
• (g) transmit any Customer Data via the Services that may create a risk of harm, injury, or legal liability to ShortKit, its other customers, or any third party.

7.2 Content Monitoring and Removal

ShortKit reserves the right, but has no obligation, to monitor Customer Data and use of the Services for compliance with this Section 7. ShortKit may, in its sole discretion and without liability to Customer, remove, disable access to, or refuse to process any content that ShortKit reasonably believes violates this Acceptable Use Policy or applicable law, with or without prior notice to Customer. Removal of specific content does not waive ShortKit's right to also suspend or terminate Customer's account.

7.3 CSAM and Mandatory Reporting

ShortKit maintains a zero-tolerance policy for child sexual abuse material. If ShortKit becomes aware of any content on its infrastructure that constitutes or appears to constitute CSAM, ShortKit will (a) immediately remove or disable access to such content, (b) report the content to the National Center for Missing & Exploited Children (NCMEC) as required by 18 U.S.C. § 2258A, and (c) preserve relevant records as required by applicable law. ShortKit will cooperate with law enforcement in connection with any investigation related to CSAM or the sexual exploitation of minors.

7.4 Law Enforcement Cooperation

ShortKit may disclose Customer Data or account information to law enforcement or government authorities if ShortKit believes in good faith that such disclosure is required by applicable law, regulation, legal process, or enforceable governmental request, or is necessary to (a) protect the rights, property, or safety of ShortKit, its customers, or the public, or (b) detect, prevent, or address fraud, security, or technical issues. Where permitted by law, ShortKit will make reasonable efforts to notify Customer of such disclosure.

7.5 Customer Responsibility

Customer is solely responsible for all content uploaded, processed, or distributed through the Services using Customer's account, including content uploaded by Customer's end users. Customer represents and warrants that it has all necessary rights, licenses, and consents to use and transmit all Customer Data through the Services, and that such use does not violate any applicable law or third-party right.

7.6 Content Import Tools

The Services may include APIs, endpoints, or tools that retrieve, import, or ingest content from third-party platforms, websites, or other sources on the internet (“Import Tools”). Import Tools are provided solely as a convenience for ingesting content that Customer owns or is otherwise authorized to use. By using any Import Tool, Customer represents and warrants that it has obtained all rights, licenses, consents, and permissions necessary — including, where required, the permission of the content's owner or creator — to retrieve, import, store, process, and distribute the content through the Services, and that its use of Import Tools complies with applicable law and any terms governing the source from which the content is retrieved.

ShortKit does not review, verify, or endorse Customer's rights in content retrieved through Import Tools, and use of Import Tools is at Customer's sole risk and responsibility in accordance with Section 7.5. Content imported through Import Tools is Customer Data for purposes of these Terms and remains subject to this Acceptable Use Policy and to Section 9 (Copyright Complaints and DMCA Policy). Reported or suspected misuse of Import Tools — including use to import content without the necessary rights or permissions — may result in removal of content, suspension of access to Import Tools or the Services, or termination, in accordance with Sections 7.2, 9.4, and 12.

7.7 Customer Indemnification

(a) Covered Claims. Customer will defend ShortKit and its officers, directors, and employees against any claim, demand, suit, or proceeding brought by a third party to the extent alleging that:

• (i) Customer Data, including content uploaded by Customer's end users or obtained through Import Tools, infringes or misappropriates intellectual property rights, violates privacy or publicity rights, is defamatory, or otherwise violates applicable law, when processed or used as permitted by these Terms; or
• (ii) Customer's or its end users' use of the Services violates the acceptable-use restrictions in Section 7 or applicable law.

Each such matter is a “Claim.” Claims brought by ShortKit or its affiliates against Customer are not Claims under this Section.

(b) Covered Costs. Customer will pay the reasonable costs of defending a Claim as incurred, including reasonable attorneys' fees, and will indemnify ShortKit and the other protected persons identified above against damages and costs finally awarded against them, and settlement amounts agreed in accordance with subsection (d).

(c) Exclusions. Customer has no obligation under this Section to the extent a Claim results from ShortKit's breach of these Terms, negligence, willful misconduct, or use of Customer Data outside the permissions granted by Customer.

(d) Procedure. ShortKit will promptly notify Customer in writing of a Claim. Delayed notice will relieve Customer of its obligations only to the extent the delay materially prejudices the defense. Customer will control the defense using qualified counsel reasonably acceptable to ShortKit. ShortKit will provide reasonable cooperation at Customer's expense and may participate through its own counsel at its own expense.

Customer may not settle a Claim without ShortKit's prior written consent if the settlement does not fully release the protected persons from the Claim, requires an admission of wrongdoing, or imposes any payment or other obligation on them. ShortKit will not unreasonably withhold, condition, or delay that consent.

If Customer fails to promptly assume or diligently conduct the defense, ShortKit may defend the Claim and recover its reasonable defense costs from Customer to the extent the Claim is covered by this Section.

(e) Liability and Survival. The limitations on ShortKit's liability in Section 11 do not limit Customer's obligations under this Section. This Section survives termination of these Terms with respect to Claims arising from acts or omissions occurring during the term.

ShortKit retains all right, title, and interest in and to the Services, including the software, algorithms, SDKs, APIs, documentation, and technology comprising the Services. Customer retains ownership of its applications and Customer Data. Neither party grants ownership rights in its technology or data to the other under these Terms.

During the term, subject to Customer's compliance with these Terms and its applicable Order Form, ShortKit grants Customer a limited, non-exclusive license to access and use the Services and to download, install, copy, integrate, and distribute the SDKs, in the forms made available by ShortKit, solely as incorporated into or supplied for operation of Customer's applications and websites. Customer may permit its contractors to exercise these rights on its behalf and may permit its end users to use the SDKs solely as part of those applications and websites. These permissions include distribution through app stores, web delivery, and other customary application-distribution channels.

These permissions do not authorize standalone resale or distribution of the SDKs or Services, provision of a competing infrastructure service, or access to ShortKit's source code beyond what ShortKit separately makes available. Customer is responsible for its contractors' compliance with these Terms and its end users' use of the Services as provided in Section 7.

This license is non-transferable except as permitted under Section 14 and is subject to the suspension and termination provisions in Section 12. Any component supplied under a separate open-source or third-party license is governed by that license to the extent it conflicts with these Terms for that component.

ShortKit operates as an infrastructure provider and hosts video content uploaded by Customers and their end users. ShortKit respects the intellectual property rights of others and complies with the Digital Millennium Copyright Act, 17 U.S.C. § 512 (the “DMCA”). This Section 9 describes how ShortKit responds to notices of alleged copyright infringement involving content processed through the Services, how affected parties may submit counter-notifications, and how ShortKit handles repeat infringers. Nothing in this Section 9 limits ShortKit's rights under Section 7 (Acceptable Use), including its right to remove content or suspend accounts.

9.1 Designated Copyright Agent

ShortKit has registered a designated agent with the United States Copyright Office to receive notifications of claimed copyright infringement. Notices of alleged infringement and counter-notifications under this Section 9 should be directed to:

The designated agent above should be used only for copyright infringement notices and counter-notifications under this Section 9. Other legal notices should be sent to [email protected] in accordance with Section 14 (General Provisions), and content that violates the Acceptable Use Policy for reasons other than copyright infringement may also be reported to [email protected].

9.2 Notice of Alleged Infringement (Takedown Notice)

If you are a copyright owner, or authorized to act on behalf of one, and you believe that content processed through the Services infringes your copyright, you may submit a written notice to the designated agent above. To be effective under 17 U.S.C. § 512(c)(3), your notice must include substantially all of the following:

• (a) a physical or electronic signature of the owner of an exclusive right that is allegedly infringed, or of a person authorized to act on the owner's behalf;
• (b) identification of the copyrighted work claimed to have been infringed, or, if a single notice covers multiple works, a representative list of those works;
• (c) identification of the material claimed to be infringing and to be removed or disabled, with information reasonably sufficient to permit ShortKit to locate the material (such as the URL, asset identifier, or playback location);
• (d) information reasonably sufficient to permit ShortKit to contact you, such as your name, mailing address, telephone number, and email address;
• (e) a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• (f) a statement that the information in the notice is accurate and, under penalty of perjury, that you are, or are authorized to act on behalf of, the owner of an exclusive right that is allegedly infringed.

Upon receipt of a notice that substantially complies with the foregoing, ShortKit will act expeditiously to remove or disable access to the material claimed to be infringing and will make reasonable efforts to notify the affected Customer. ShortKit may forward a copy of the notice, including your contact information, to the Customer whose content is the subject of the notice.

9.3 Counter-Notification

If your content has been removed or disabled and you believe the removal resulted from mistake or misidentification, you may submit a written counter-notification to the designated agent above. To be effective under 17 U.S.C. § 512(g)(3), your counter-notification must include substantially all of the following:

• (a) your physical or electronic signature;
• (b) identification of the material that has been removed or disabled and the location at which it appeared before it was removed or disabled;
• (c) a statement under penalty of perjury that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification;
• (d) your name, mailing address, and telephone number; and
• (e) a statement that you consent to the jurisdiction of the United States District Court for the judicial district in which your address is located (or, if your address is outside the United States, any judicial district in which ShortKit may be found), and that you will accept service of process from the person who provided the original notice of alleged infringement or an agent of that person.

Upon receipt of a valid counter-notification, ShortKit will promptly forward a copy to the party who submitted the original takedown notice and inform that party that the removed material may be restored in ten (10) business days. Unless that party notifies ShortKit that it has filed a court action seeking to restrain the allegedly infringing activity, ShortKit may restore the removed material not less than ten (10) nor more than fourteen (14) business days after receiving the counter-notification. ShortKit is not obligated to restore material and may decline to do so where restoration would violate the Acceptable Use Policy or applicable law.

9.4 Repeat Infringer Policy

In accordance with 17 U.S.C. § 512(i), ShortKit has adopted and will reasonably implement a policy providing for the termination, in appropriate circumstances, of Customers or end users who are repeat infringers. ShortKit may, in its sole discretion and with or without prior notice, limit access to the Services, remove content, or suspend or terminate the accounts of Customers or end users who are the subject of repeated notices of alleged infringement. Customers are responsible for implementing a corresponding repeat-infringer process with respect to their own end users and for acting promptly on infringement notices that ShortKit forwards to them.

9.5 Misrepresentations

Under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material is infringing, or that material was removed or disabled by mistake or misidentification, may be liable for damages, including costs and attorneys' fees. Do not make false claims in a takedown notice or counter-notification.

9.6 No Legal Advice

The summaries of statutory requirements in this Section 9 are provided for convenience only, are not a complete statement of the law, and do not constitute legal advice. If you are unsure whether particular content is infringing or whether to submit a notice or counter-notification, you should consult an attorney.

Each party agrees to maintain the confidentiality of the other party's non-public information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Each party agrees to use such information only to fulfill its obligations under these Terms.

This obligation does not apply to information that: (a) becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is independently developed; or (d) is required to be disclosed by law or court order.

The Services are provided “as is” and “as available” without warranty of any kind. ShortKit disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by applicable law, ShortKit's total liability arising out of or related to these Terms shall not exceed the fees paid by Customer to ShortKit in the three (3) months preceding the claim. In no event shall ShortKit be liable for any indirect, incidental, consequential, punitive, or special damages.

12.1 Term and Auto-Renewal

These Terms commence on the date you first access the Services and continue until terminated in accordance with this Section 12. This Agreement automatically renews on a month-to-month basis. Either party may terminate this Agreement by providing at least thirty (30) days' prior written notice to the other party. Termination will be effective at the end of the billing period in which the 30-day notice period expires. Written notice must be sent via email to [email protected] (for notices to ShortKit) or to the email address associated with Customer's account (for notices to Customer).

Notwithstanding the foregoing, if ShortKit makes a material change to these Terms, Customer may terminate this Agreement effective immediately upon written notice given within one (1) billing cycle after the change takes effect. The 30-day notice requirement and end-of-billing-period effective date set forth above do not apply to such a termination. Customer remains responsible for all base subscription fees and overage charges accrued through the effective date of termination, calculated on a pro-rata basis where applicable. For purposes of this paragraph, a “material change” is a change to these Terms that materially and adversely alters Customer's rights or the value of the Services to Customer.

12.2 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) commits a material breach of these Terms and fails to cure such breach within fifteen (15) days after receiving written notice of the breach; or (b) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors.

12.3 Suspension

ShortKit may suspend Customer's access to the Services, in whole or in part, if: (a) Customer is in material breach of these Terms, including the Acceptable Use Policy, other than a breach consisting solely of nonpayment; (b) a payment remains overdue for more than fifteen (15) days following written notice from ShortKit in accordance with Section 4.4; (c) ShortKit reasonably believes Customer's use of the Services poses a security risk to ShortKit or its other customers; or (d) suspension is required to comply with applicable law or a legal order. Suspension under subsections (a), (c), or (d) may be immediate and without prior notice. Suspension based solely on nonpayment is subject to the notice period in subsection (b), regardless of whether the nonpayment also constitutes a material breach of these Terms.

ShortKit will make reasonable efforts to notify Customer of any suspension promptly and to restore access once the issue giving rise to suspension has been resolved. Suspension does not waive ShortKit's right to terminate Customer's account.

12.4 Immediate Termination by ShortKit

ShortKit may terminate these Terms and Customer's access to the Services immediately, without prior notice or cure period, if Customer: (a) violates Section 7.1(c)(ii) (CSAM); (b) engages in any activity that, in ShortKit's reasonable judgment, constitutes a violation of criminal law; or (c) uses the Services in a manner that materially threatens the security, integrity, or availability of ShortKit's infrastructure or other customers' use of the Services.

12.5 Effects of Termination

Upon termination for any reason: (a) Customer's right to access the Services ceases immediately; (b) all fees accrued prior to termination, including overage charges, remain due and payable; (c) prepaid fees for the current billing period are non-refundable; and (d) each party will, upon request, return or destroy the other party's Confidential Information.

Except where termination results from a violation of the Acceptable Use Policy (including Sections 7.1, 7.3, or 7.4), Customer Data will be retained for a period of thirty (30) days following termination, after which it may be permanently deleted. Where termination results from a violation of the Acceptable Use Policy, ShortKit may delete Customer Data immediately without further notice to the extent required by applicable law or as reasonably necessary to protect ShortKit, its customers, or third parties.

Customers are responsible for exporting their data prior to termination. ShortKit has no obligation to retain Customer Data following the applicable retention period.

12.6 Survival

The following Sections will survive termination of these Terms: 4 (Plans, Pricing, and Billing, including the measurement authority and dispute window in Section 4.2(d), solely with respect to accrued payment obligations), 5 (Customer Data, Ownership, and Use), 7.5 (Customer Responsibility), 7.6 (Content Import Tools), 7.7 (Customer Indemnification), 8 (Intellectual Property), 9 (Copyright Complaints and DMCA Policy), 10 (Confidentiality), 11 (Disclaimers and Limitation of Liability), 12.5 (Effects of Termination), 13 (Governing Law), and 14 (General Provisions).

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any dispute arising under these Terms shall be resolved by binding arbitration administered in accordance with the rules of the American Arbitration Association (AAA), conducted in English. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction.

Entire Agreement: These Terms, together with any applicable Order Form, constitute the entire agreement between the parties regarding the Services.

Order of Precedence: In the event of any conflict between these Terms and an applicable Order Form, the Order Form will control with respect to the specific provisions in conflict.

Severability: If any provision is found unenforceable, the remaining provisions remain in full effect.

Waiver: Failure to enforce any provision does not constitute a waiver of future enforcement.

Assignment: You may not assign your rights under these Terms without ShortKit's prior written consent. ShortKit may assign its rights in connection with a merger, acquisition, or sale of assets.

Notices: Legal notices should be sent to [email protected].