You are responsible for the content you submit. You confirm that you own it, or are licensed to use it, and that publishing it infringes no third party's copyright, trademark, or other rights. You agree to indemnify Adelina against any third-party claim — including any claim of copyright infringement — arising from your content or its publication. Because Adelina processes your material automatically and does not pre-screen it for third-party rights, that responsibility rests with you. The binding terms are Section 8 (your representations and warranties) and Section 9 (indemnification) below.
2.1 By creating an account, connecting a social media platform, or submitting content for processing, the Client agrees to this Agreement.
2.2 This is a business-to-business agreement. The individual accepting this Agreement on behalf of a Client represents that they have authority to bind that Client. The Service is not directed at, and may not be used by, consumers acting for personal, family, or household purposes.
2.2a This Agreement governs use of the Adelina platform itself, from the point of account creation or content submission. Merely browsing Adelina's marketing website, without creating an account, is instead governed by the separate Website Terms of Use.
2.3 The Client must be at least 18 years old and capable of entering into a binding contract.
Adelina processes long-form video and audio content supplied by the Client, extracts and edits shorter vertically-formatted clips from that content, applies branding and captions, and — where the Client has connected the relevant accounts — distributes those clips to the Client's own social media accounts, on a schedule the Client controls or authorizes. Available destination platforms, and whether publication to a given platform is automated or requires manual action by the Client, may vary over time as described in Section 12.
4.1 Adelina does not own, and will never claim ownership of, any social media account, page, channel, or profile belonging to the Client. All connected accounts remain the sole property of the Client.
4.2 By connecting an account, the Client authorizes Adelina to publish content to that account strictly for the purpose of delivering the Service, using the permissions granted through that platform's official authorization flow (OAuth or equivalent). The Client may revoke this authorization at any time through the connected platform's own settings or by notifying Adelina.
4.3 Each Client's data, content, and connected accounts are logically and technically isolated from every other Client's data. Adelina does not mix, share, or cross-reference content or credentials between Client accounts.
The Client grants Adelina a limited, non-exclusive, worldwide license to host, reproduce, edit, format, caption, render, and publish the Client Content solely to provide the Service to the Client. This license ends when the Client Content is deleted from the platform or the Client's account is closed, except for content already published to the Client's own connected accounts, which the Client controls directly from that point onward.
Adelina claims no ownership over Client Content or the underlying source material. As between the parties, and except for Adelina's own underlying technology described in Section 6, the Client owns all right, title, and interest in the Output generated from that Client's own Client Content.
6.1 Adelina retains all right, title, and interest in the Service itself, including its software, algorithms, clip-selection and captioning methodology, user interface, documentation, and the Adelina name, logo, and brand assets (collectively, "Adelina IP"). Nothing in this Agreement transfers ownership of Adelina IP to the Client.
6.2 Subject to the Client's compliance with this Agreement and payment of applicable fees, Adelina grants the Client a limited, non-exclusive, non-transferable right to access and use the Service during the Subscription Term, solely for the Client's own internal business purposes.
6.3 The Client will not, and will not permit any third party to: (a) reverse engineer, decompile, or attempt to extract the source code or underlying methodology of the Service; (b) resell, sublicense, or provide access to the Service to any third party without Adelina's written consent; (c) use the Service to build or assist in building a competing product; (d) attempt to access another Client's data, accounts, or tenant environment.
6.4 If the Client provides feedback or suggestions regarding the Service, Adelina may use that feedback without restriction or obligation to the Client.
The Client will not submit Client Content, or use the Service, in a way that:
(a) is unlawful in a jurisdiction relevant to the Client or the destination platform;
(b) infringes a third party's rights (see also Section 11);
(c) contains malicious code;
(d) is intended to harass, defame, or incite violence against an individual or group;
(e) attempts to circumvent the Service's tenant isolation, rate limits, or security controls;
(f) places excessive automated load on the Service outside normal use of the purchased Plan.
Adelina may suspend access for a violation of this Section, per Section 15.3, and is not obligated to process or publish content that appears to violate this Section, even absent a third-party notice.
By submitting any Client Content to Adelina — including source video/audio, images, text, or any other material, whether uploaded directly or selected from a third-party source such as a YouTube URL — the Client represents and warrants that:
(a) the Client owns all necessary rights in the Client Content, or holds a valid license sufficient to permit Adelina's processing, rendering, hosting, and publication of that content as contemplated by these Terms;
(b) publication of the Client Content, in the form the Client has approved for release, does not and will not infringe the copyright, trademark, right of publicity, privacy right, or any other right of any third party;
(c) the Client Content does not violate any applicable law, and its publication will not violate the terms of service of the destination platform;
(d) where the Client Content includes any image, photograph, graphic, or other visual asset supplied *by the Client* for use in a rendered clip — as distinct from assets selected from Adelina's own provided library under Section 10 — the same representations in (a)–(c) apply to that asset specifically.
These representations apply regardless of whether the Client Content passes through automated processing without individual human review by Adelina before publication. The representation is made at the point of submission or approval by the Client, not contingent on Adelina's review.
9.1 Client indemnification. The Client agrees to defend, indemnify, and hold harmless Adelina, its owners, employees, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any breach of the representations and warranties in Section 8; (b) any third-party claim that the Client Content, or its publication, infringes that party's intellectual property or other rights; (c) any claim arising from the Client's use of the Service in violation of this Agreement or applicable law.
Procedure: Adelina will (i) give the Client prompt written notice of the claim; (ii) give the Client the right to control the defense and settlement of the claim, provided any settlement imposing an obligation on Adelina requires Adelina's prior written consent, not to be unreasonably withheld; and (iii) provide reasonable cooperation at the Client's expense.
9.2 Adelina's limited indemnification. Adelina will defend, indemnify, and hold harmless the Client from third-party claims that (a) the Adelina-provided media library described in Section 10, used unmodified and within its intended license scope, infringes that party's intellectual property rights, or (b) the Service itself — excluding Client Content and any Client-supplied assets — infringes a third party's intellectual property rights. This indemnification does not extend to claims arising from Client Content, Client-supplied assets, or the Client's modification or misuse of the Service.
9.3 Interplay with Limitation of Liability. The indemnification obligations in this Section 9 are not subject to the cap described in Section 18, given the nature of third-party IP exposure this Section addresses.
Where Adelina offers a curated library of pre-cleared images, graphics, or music for use in Client renders (Studio tier and above), Client use of that library — unmodified and within the license terms Adelina has secured for it — is not subject to the representations in Section 8(d), since Adelina has already cleared the rights for that material. Any Client-supplied image, graphic, or music asset remains fully subject to Section 8, regardless of tier.
If Adelina receives a good-faith notice that Client Content infringes a third party's rights, Adelina may, at its discretion and without liability to the Client:
(a) remove or disable the specific content from the Adelina platform;
(b) suspend automated publication of that content pending Client response;
(c) notify the Client and request substitution or removal.
Adelina is not obligated to independently verify Client Content for third-party rights before processing or publication, given the automated nature of the Service, but will act promptly on notices it receives.
12.1 The Service's ability to publish to a given destination platform depends on that platform's own API availability, terms of service, and any approval process required by that platform (for example, app review or content-posting API audits). Adelina does not control, and is not liable for, a destination platform's decision to change its API, revoke access, change its terms, or delay or deny an approval Adelina has applied for.
12.2 Where a platform integration is offered on a provisional, sandboxed, or manual-fallback basis pending that platform's approval, Adelina will disclose this status to the Client, and the Client acknowledges that publishing to that platform may require manual action until full automated access is approved.
Neither party is liable for delay or failure to perform any obligation under this Agreement (other than the Client's payment obligations) due to causes beyond its reasonable control, including acts of God, war or armed conflict, terrorism, civil unrest, governmental action, internet or infrastructure provider outages, or a third-party platform's unilateral change as described in Section 12.
14.1 Fees are billed per the Client's selected Plan, monthly or annually in advance, and processed through Adelina's payment provider (currently Paddle, acting as merchant of record for the transaction).
14.2 Fees are non-refundable except as required by law or as Adelina otherwise agrees in writing.
14.3 Adelina may change its fees for future billing periods with at least 30 days' notice. Continued use of the Service after a fee change takes effect constitutes acceptance of the new fee.
14.4 The one-time onboarding/calibration fee described in the Client's Plan is charged once per Client relationship and is non-refundable once calibration work has begun.
14.5 Auto-renewal. Annual Plans renew automatically for successive one-year terms at the then-current rate unless the Client cancels at least 30 days before the renewal date.
14.6 Volume overage. If the Client's monthly source content exceeds the hours included in their Plan, Adelina will notify the Client and, absent another instruction, will bill the excess at the then-current Archive block rate, pro-rated for partial blocks, rather than declining to process the excess content.
14.7 Downgrades. If the Client downgrades from a Plan that includes premium features (scheduling, music, custom imagery) to one that does not, previously rendered Output is unaffected, but renders after the downgrade's effective date will no longer include those features.
15.1 This Agreement remains in effect for as long as the Client maintains an active subscription.
15.2 Either party may terminate at the end of the then-current billing period by notice to the other.
15.3 Suspension. Adelina may suspend the Client's access immediately, without prior notice where reasonably necessary, if: (a) the Client materially breaches this Agreement, including Section 7 (Acceptable Use) or repeated submission of infringing content after notice; (b) payment is overdue; or (c) Adelina reasonably believes suspension is necessary to protect the security or integrity of the Service or of other Clients' data. Adelina will restore access promptly once the underlying issue is resolved, where termination was not also warranted.
15.4 Termination for breach. Adelina may terminate this Agreement, without refund of prepaid fees for the remaining term, for a material breach that remains uncured 30 days after notice, or immediately for repeated Acceptable Use violations or non-payment.
15.5 Effect of termination. On termination, the Client may export or retrieve their own Client Content and Output for 30 days following the effective termination date. Client Content and Output not retrieved within that period will be deleted from Adelina's systems within 60 days of termination. *(This figure is mirrored in the Privacy Policy's retention section — keep both in sync if either changes.)*
Each Client's business information, content, and account credentials are held in a logically separate environment from every other Client, as described in Section 4.3. Neither party will disclose the other's Confidential Information — which, for Adelina, includes Client Content and Client business information, and for the Client, includes Adelina's non-public pricing, methodology, and platform integration details — except as necessary to operate the Service or as required by law.
THE SERVICE IS PROVIDED "AS IS." Adelina does not warrant that the Service will be uninterrupted or error-free, or that automated clip selection or captioning will meet any particular standard of accuracy. The Client is responsible for reviewing content before publication where the Client's Plan includes a review step, and for the consequences of enabling fully automated publication where offered. *(Standard drafting convention: this section should render in bold or all-caps in the published version for conspicuousness — noting this as a formatting requirement, not just a legal one, since some jurisdictions weigh visual prominence when assessing enforceability.)*
Adelina's total liability under this Agreement should be capped at the fees paid by the Client in the 12 months preceding the claim, and Adelina should not be liable for indirect, incidental, or consequential damages — except for (a) the Client's indemnification obligations under Section 9.1, (b) Adelina's indemnification obligations under Section 9.2, and (c) breaches of confidentiality under Section 16, which remain uncapped per Section 9.3.
Adelina may assign this Agreement, without the Client's consent, to a successor entity resulting from a change in Adelina's corporate structure (including incorporation of the business as a company) or a sale of substantially all of Adelina's assets, provided the successor assumes Adelina's obligations under this Agreement. The Client may not assign this Agreement without Adelina's prior written consent.
Notices under this Agreement must be in writing and are deemed given when sent by email to the address on file (for the Client) or to hello@adelina.media (for Adelina), or when posted to the Client's dashboard with reasonable advance notice of the change.
Adelina may identify the Client by name and logo as a customer in marketing materials, unless the Client opts out in writing. Neither party will make other public statements about the other without consent.
Adelina may update these Terms from time to time. Material changes will be notified to active Clients with reasonable advance notice. Continued use of the Service after changes take effect constitutes acceptance.
this Agreement is governed by the laws of the State of Israel, with exclusive jurisdiction in the competent courts of Tel Aviv.
24.1 Entire Agreement. This Agreement, together with the Client's selected Plan and any Data Processing Agreement executed between the parties, is the entire agreement between the parties regarding the Service, and supersedes prior discussions or agreements on the subject.
24.2 Severability. If any provision of this Agreement is found unenforceable, the remaining provisions remain in full effect.
24.3 No Waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
24.4 No Third-Party Beneficiaries. This Agreement does not create rights for anyone other than the parties.
Questions about this Agreement: hello@adelina.media.