Terms of Service

1Agreement to Terms

By downloading, installing, accessing or using the Yapp Studio app or our website at https://yapp.studio, you agree to be bound by these Terms of Service ("Terms"). If you do not agree, do not use the app or the website.

These Terms apply to all visitors, users, and others who access the Yapp Studio app, its updates, and our website, including its beta pages (together, the "Service"). If you use the Service for a company or other organization, you agree to these Terms for it too, and you confirm that you are allowed to.

2Scope of These Terms

These Terms govern your use of the Service and all related content, features, and functionality. They do not apply to third-party services or websites that are linked from the Service, including the AI agent app you connect to Yapp Studio. Use of the Service is subject to any additional policies referenced herein, including our Privacy Policy.

3Who We Are

Neeko Codes LLC, an Oregon limited liability company ("we", "our", or "us"), located at 5441 S Macadam Ave, STE N, Portland, OR 97239, makes the Yapp Studio app and operates our website. Contact us at [email protected] with any questions about these Terms.

Yapp Studio is a desktop app for editing talking-head videos on your own computer, with help from your own AI agent, such as Claude or Codex. It runs on a Mac for now, and we plan to bring it to Windows. You can edit in its window, and you can connect an AI agent app you already use so that your agent can edit too, through a connection that stays on your computer. When you press Add for an agent app in Yapp, Yapp installs its connection and skills into that app on your computer, and puts them right each time Yapp starts; you can remove them from Yapp too. Yapp has no accounts, no AI chat of its own, and runs no AI in the cloud.

4Eligibility

You must be at least 18 years old to use the Service. By using it, you represent that you meet this age requirement. The Service has no accounts and no sign-in.

5Price, the Beta and Supporting Yapp

The beta

Yapp Studio is pre-release software, in beta, and is free to download and use during the beta. That means:

• it may have bugs, and it could lose or damage your work, so keep copies of your footage and anything else important;
• features may change or be removed, and an update may change how Yapp works;
• we may end the beta, or your access to it, at any time;
• if we accepted you into the beta, everything Yapp Studio does for free during the beta stays free for you after the beta ends. Features we add later may need a paid plan;
• you may talk about Yapp and share what you make with it. The beta is not confidential.

If you apply to test Yapp, we choose testers ourselves and may say no. If we accept you, your access is for you alone, so do not share the beta page's password. As a tester, you agree to tell us about any bugs you run into, from Yapp's Report button, by asking your agent to send a report, or by writing to [email protected]. We may also ask you for other feedback.

Supporting Yapp

You may choose to support Yapp with a payment. A support payment is optional and is a gift to Neeko Codes LLC. It is not a charitable donation and is not tax deductible, and it does not buy features, support or a license. Stripe processes it under Stripe's own terms. Support payments are not refundable, except where we choose to refund one or the law requires it.

Paid features later

If we later offer paid features or plans, we will show the price and terms before you pay, and we will never charge you without your agreement.

6Acceptable Use

You agree not to use the Service, or have your agent use it, for:

• illegal activity;
• harassment or hate speech;
• spam or unsolicited messages;
• unauthorized access, including getting past the beta page's password;
• copyright infringement;
• spreading malware;
• content that sexualizes minors;
• overloading, attacking or misusing our website, update service or report service.

Neeko Codes LLC reserves the right to suspend or terminate access for any violation of this section or applicable law.

7Intellectual Property

All content, trademarks, logos, and software on the Service are owned by or licensed to Neeko Codes LLC and are protected by applicable intellectual property laws. Neeko Codes LLC does not claim ownership over content that belongs to third parties or your own business.

7.1 Your license to use the app

As long as you follow these Terms, we give you a personal, non-exclusive, non-transferable license to install and use the app on computers you own or control, for your own personal or business video work. You may not sell, rent, share or give away copies of the app, or offer it to others as a service; copy, change, decompile or reverse engineer the app, except where the law or an open-source license (Section 7.3) allows it; or remove or change any copyright, license or trademark notice in it. We keep every right that these Terms do not give you.

7.2 Your content

You own your videos, recordings, projects, brand kits and everything else you make with Yapp ("your content"). Yapp works on your content on your computer. We do not receive it, and we claim no rights in it, except what you or your agent choose to send us, such as a bug report, which we use as our Privacy Policy says.

You are responsible for your content and for having every right and permission it needs, including the rights to all footage, music, sounds, pictures, fonts, logos and other material you bring into Yapp or import from a link. You are also responsible for following the laws and platform rules that apply where you publish your videos. We are not responsible for anything you make with Yapp or for how you use it.

7.3 Built-in content and open-source software

You may use Yapp's built-in sounds, graphics, looks, color tables and fonts in the videos you make with Yapp, including videos for business. The built-in sounds were shared under CC0 (public domain) by the people who made them, as Yapp's sound credits list, or were made for Yapp Studio; the graphics, looks and color tables were made for Yapp Studio; the fonts that come with Yapp are under the SIL Open Font License; fonts you download from Yapp's Google Fonts list are each under their own license; and features that draw with your computer's own fonts, such as its emoji font, are subject to their makers' terms.

Yapp includes open-source software, each part under its own license, listed with its license in Acknowledgements, in Yapp's Help menu. It includes FFmpeg, under the GNU Lesser General Public License, version 2.1 or later: for at least three years after we last ship a version of it, anyone can get the exact source code of the FFmpeg we ship, and the script we build it with, at yapp.studio/source/ffmpeg, or by writing to [email protected]. Nothing in these Terms limits the rights that an open-source license gives you in that software.

7.4 Feedback

If you send us ideas, suggestions or other feedback about Yapp, whether or not you are a tester, Neeko Codes LLC may use them for any purpose without paying you or owing you anything.

8Your AI Agent

You can connect an AI agent app made by another company, such as Claude (made by Anthropic) or Codex (made by OpenAI). That company is not part of Yapp, and its own terms and privacy policy apply to your use of its app. We do not control agent apps, and we are not responsible for what they do.

Your agent acts for you. You are responsible for what you ask it to do and for every change it makes in Yapp. Transcripts, cuts, captions, graphics an agent designs and other automatic results can be wrong, so check your video before you export or publish it. Material that an AI makes without your own creative input may not be protected by copyright.

9Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. NEEKO CODES LLC DISCLAIMS ALL WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. WE DO NOT PROMISE THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT IT WILL WORK WITH ANY PARTICULAR AGENT APP, OR THAT ITS RESULTS WILL BE ACCURATE.

Yapp keeps your projects in folders on your computer. It is not a backup service, so keep your own copies of your recordings, projects and exported videos. We are not responsible for lost or damaged files.

10Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER NEEKO CODES LLC NOR ITS OWNERS, EMPLOYEES OR AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA OR CONTENT, ARISING FROM THE SERVICE OR THESE TERMS, EVEN IF WE WERE TOLD THEY WERE POSSIBLE. OUR TOTAL LIABILITY FOR ALL CLAIMS ABOUT THE SERVICE OR THESE TERMS WILL NOT BE MORE THAN THE GREATER OF US $100 OR THE AMOUNT YOU PAID US IN THE 12 MONTHS BEFORE THE CLAIM AROSE.

Certain jurisdictions do not allow limitation of liability for personal injury or consequential damages; in such cases, this limitation may not apply to you. Nothing in these Terms limits liability that cannot be limited by law, such as for fraud.

11Third-Party Services and Links

The Service may contain links to third-party websites or integrate with third-party services, such as your AI agent app, Google Fonts, Stripe, and websites you import files from. Neeko Codes LLC has no control over and accepts no responsibility for the content, privacy policies, or practices of those third parties. We recommend reviewing each third party's policies before use. Claude, Codex and the other names of products and companies mentioned in Yapp or on our site belong to their owners; mentioning them does not mean they endorse Yapp.

12Your Rights and Data

Your use of the Service is also governed by our Privacy Policy. Where applicable law grants you rights in relation to your personal data, including the rights of access, erasure, rectification, portability, and objection, you may exercise those rights by submitting a Data Subject Access Request (DSAR) to [email protected]. We will respond within 30 days.

13Changes to the Service and Terms

Neeko Codes LLC may modify or discontinue the Service, or update these Terms, at any time. We will provide reasonable notice of material changes on our website by posting the updated Terms with a new effective date and, where the change is material, a summary of what changed, before it takes effect. Continued use after the effective date constitutes acceptance of the updated Terms.

The app checks for updates on its own and downloads them in the background, and installs an update when you choose Restart to update or the next time you quit. We work to keep projects and brand kits made with an earlier version opening in later versions, but we cannot promise that they always will. We are not required to provide updates or support, but you are welcome to write to us.

14Termination

These Terms remain in effect while you use the Service. Neeko Codes LLC may suspend or terminate your access for a breach of these Terms, or as reasonably necessary to comply with applicable law. You may stop using the Service at any time by deleting the app. Upon termination, all rights granted to you under these Terms cease. Sections governing your content, intellectual property, disclaimers, liability, indemnification, and dispute resolution survive termination.

15Governing Law and Dispute Resolution

These Terms are governed by the laws of Oregon, United States, without regard to conflict-of-law principles.

Before you start a claim, write to us at [email protected] or at our postal address and describe the problem. We will try to resolve it with you informally for at least 30 days, and you agree to do the same if we write to you.

Any dispute arising from these Terms shall be subject to the exclusive jurisdiction of the courts located in Oregon, United States. You irrevocably consent to personal jurisdiction in those courts. Either of us may instead bring an individual claim in a small claims court that has jurisdiction over it. If you are a consumer located in the European Union or the United Kingdom, this clause does not deprive you of the protection afforded by mandatory provisions of the law of the country in which you are resident, and you may bring proceedings in your home courts.

16General Provisions

These Terms and our Privacy Policy constitute the entire agreement between you and Neeko Codes LLC with respect to the Service and supersede all prior agreements, without excluding any liability for pre-contractual misrepresentation that cannot lawfully be excluded. If any provision is found unenforceable, the remaining provisions shall continue in full force. Neeko Codes LLC's failure to enforce any right or provision shall not constitute a waiver.

17Contact Us

If you have questions about these Terms, contact us:

Email: [email protected]

Postal address:

AAdditional Provisions

The following provisions are part of these Terms and apply to the extent relevant to your jurisdiction and use of the Service.

Electronic Signatures and Communications (E-SIGN)

You consent to receive communications from us in electronic form (including email, notices on our website, and in-app notices). Electronic communications satisfy any legal requirement that such communications be in writing. By accepting these Terms electronically, you confirm your agreement under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN, 15 U.S.C. §§ 7001 to 7031) and the Uniform Electronic Transactions Act (UETA) where applicable.

Sub-Processors and Third-Party Service Providers

We engage third-party providers ("sub-processors") to help operate the Service: Cloudflare (hosting, downloads, updates and bug reports), Google Workspace (email), Kit (email newsletters), Eden (website forms) and Stripe (payment processing). Our Privacy Policy describes what each receives. Where the law requires it, we rely on each provider's data processing terms, which require them to process personal data only on our documented instructions and to implement appropriate technical and organizational security measures.

Force Majeure

Neither party is liable for failure to perform its obligations under these Terms (other than payment obligations) where the failure results from causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, labor disputes, fire, flood, earthquake, power or telecommunications failure, denial-of-service attacks, or failure of third-party services. The affected party will notify the other promptly and resume performance as soon as reasonably practicable.

Severability, Waiver, and Assignment

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will continue in full force. No waiver of any provision is effective unless in writing. You may not assign these Terms without our prior written consent; we may assign these Terms (including in connection with a merger, acquisition, or sale of assets) on notice to you. Headings are for convenience only. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Terms.

Indemnification

You agree to defend, indemnify, and hold harmless Neeko Codes LLC, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with (i) your access to or use of the Service; (ii) your violation of these Terms or any law; (iii) your content, including what your agent does at your direction; or (iv) your violation of any third-party right.

Export Controls

You represent that you are not located in a country subject to a U.S. Government embargo and are not on any U.S. Government prohibited- or restricted-party list, and you agree to comply with U.S. export laws when using the Service.

California Users

You can reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by phone at (800) 952-5210 or (916) 445-1254.