Terms of Service

These Terms of Service ("Terms") govern your use of the website at fpi.cc (the "Website") and the AI automation and creative services provided by Fancy Pants Online Inc. ("FPI", "we", "us", or "our") (together, the "Services"). By using or accessing the Services, you agree to these Terms and our Privacy Policy. If you are agreeing on behalf of an organization, you represent that you are authorized to bind that organization. If you do not agree, do not use the Services.

Please read these Terms carefully - they include important information about your rights, remedies, and obligations. Contact us if you have any questions.

1. The Services

FPI designs, builds, and operates AI automation systems and creative and video content for the organizations we work with. The specific scope, deliverables, timelines, and fees for any engagement are set out in a separate order, proposal, or statement of work agreed between us (an "Order"). Each Order forms part of these Terms; if an Order conflicts with these Terms, the Order controls for that engagement.

2. Accounts

Some Services require an account in our customer portal. You agree to provide accurate, complete, and current information, to keep your password and any two-factor credentials confidential, and to be responsible for all activity under your account. Notify us promptly at services@fpi.cc of any unauthorized use. You may close your account at any time by contacting us; we may suspend or close an account that violates these Terms.

3. Fees and billing

• Fees, billing cadence, and term are defined in your Order. Unless the Order says otherwise, subscription and retainer fees are billed in advance and are month-to-month, and one-off work is invoiced as agreed.
• Payments are processed by Stripe. You authorize us to charge the payment method on file for fees as they become due. Some Services draw on prepaid service credits, as described in your Order.
• Fees are exclusive of taxes; you are responsible for applicable taxes other than taxes on our income.
• If a payment is late or fails, we may retry the charge and, after reasonable notice, suspend the Services until amounts due are paid.

4. Cancellation and refunds

FPI commits substantial work up front to build and operate each engagement. Accordingly:

• All fees paid to FPI are non-refundable, including subscription and retainer fees, prepaid build or setup fees, and service credits.
• This applies whether or not the work has begun or been completed, and regardless of partial use, non-use, or early cancellation.
• Unused credits, retainer balances, or time-based allocations are not refunded if you choose not to use them.
• Any exception is at FPI's sole discretion and must be confirmed in writing.

You are encouraged to use your allocated credits or capacity within each billing period to get full value from the Services.

5. Your materials and data

To perform the Services, you may provide us with content, data, credentials, and materials ("Client Materials"). You retain all right, title, and interest in your Client Materials. You grant FPI a non-exclusive, worldwide, royalty-free license to use, host, store, process, and modify Client Materials as needed to provide, improve, secure, and support the Services for you. We do not use your Client Materials to train our own or any third party's general-purpose AI models; third-party model providers process your inputs only to return output to us and under their terms. You represent that you own or have the necessary rights and consents to provide the Client Materials and that our agreed use of them will not infringe any third party's rights or violate any law.

6. Deliverables and intellectual property

Ownership of the specific deliverables we produce for you is governed by your Order. FPI retains all right, title, and interest in its own platforms, tools, frameworks, methods, models, and pre-existing and independently developed intellectual property, along with the general knowledge, skills, and experience gained from performing the Services. Except as your Order provides, these Terms grant you no rights in FPI's intellectual property, and you agree not to copy, reverse engineer, or create derivative works of the Services. Any templates, samples, or demonstration content we share are provided for reference only and may not be redistributed without our written consent.

7. AI-generated output

Our Services use artificial intelligence, including third-party foundation and generative models, to produce deliverables. You acknowledge and agree that AI-generated output: (a) may contain errors, omissions, or inaccuracies and must be reviewed by you before you rely on, publish, or act on it; (b) is not professional advice of any kind (including legal, financial, accounting, tax, or medical), and any analytics, reconciliations, metrics, or figures we surface are decision-support that you must independently verify, not a substitute for your own judgment or professional advisors; (c) may not be unique - the same or similar output may be produced for others - and we do not warrant that any deliverable is original to you, is protectable by copyright or other intellectual property rights, or does not resemble pre-existing or third-party material; and (d) is provided without any warranty of non-infringement. We do not indemnify you against claims arising from AI-generated output.

8. Your responsibilities

You are responsible for reviewing and approving deliverables before you use, publish, or rely on them, and for ensuring your use of the Services and deliverables complies with applicable law and any third-party platform or advertising policies. In particular, you agree that:

• you hold all necessary rights and consents for the brand assets, names, likenesses, voices, logos, and music you provide or ask us to use, and for the data you submit for analysis;
• you are responsible for substantiating any product, performance, or comparative claims in advertising we help produce, and for making any disclosures required by law or platform rules, including disclosure that content is AI-generated where required;
• where the Services perform automated actions in your systems, they act within the scope and permissions you authorize; you remain responsible for the accuracy of the inputs, credentials, and instructions you provide, and for reviewing and approving actions and outputs; and
• we are not liable for outcomes resulting from inaccurate or incomplete inputs, or from actions that you or your personnel authorize or approve.

9. Acceptable use

You agree not to, and not to help anyone else:

• use the Services in violation of any law or to infringe or misappropriate anyone's rights;
• submit another person's data or confidential information without authorization, or provide false information;
• upload or transmit malware or any code intended to disrupt, damage, or gain unauthorized access to systems or data;
• probe, scan, overload, or attempt to gain unauthorized access to the Services or related systems (including via denial-of-service, spoofing, or credential attacks);
• use the Services to send unsolicited or unlawful communications;
• use AI output to develop, train, or improve any competing artificial intelligence model or service, or reverse engineer or attempt to discover the models, prompts, pipelines, or methods underlying the Services;
• use the Services or AI output to generate unlawful, infringing, deceptive, harassing, or harmful content, or for any purpose prohibited by the acceptable-use policy of an underlying AI provider; or
• represent AI-generated output as human-created, or omit a disclosure that content is AI-generated, where such representation or omission is prohibited.

You represent that you and your end users are not on any government sanctions or denied-party list and are not located in an embargoed region, and that you will not use or export the Services in violation of applicable export-control or sanctions laws.

10. Confidentiality

Each party will protect the other's non-public information disclosed in connection with an engagement, use it only to perform or receive the Services, and not disclose it except to those who need it and are bound by similar obligations, or as required by law.

11. Third-party services

The Services rely on and may integrate with third-party services such as Stripe, Calendly, Freshworks, Google, Supabase, and Vercel, as well as third-party AI and generative-model providers (for example, Anthropic and other foundation-model, image, and video generation services), and the Website may link to third-party sites. Your use of a third party, and any output produced through it, is governed by that third party's terms, acceptable-use policy, and privacy policy, and your dealings with them are solely between you and them. We are not responsible for third-party services or content.

12. Our rights to the Services

We may, at our discretion and without liability except where prohibited by law, change, suspend, or discontinue parts of the Services, and suspend, restrict, or terminate access for anyone who violates these Terms. We will use reasonable efforts to give notice of material changes that affect an active engagement.

13. Privacy

Our Privacy Policy is incorporated into these Terms and explains how we handle personal information. By using the Services, you confirm you have read it. You acknowledge that we may analyze use of the Services to operate, secure, and improve them. If you are a business customer subject to a data-protection law such as the EU or UK GDPR, a data processing addendum is available on request and, once signed, governs our processing of personal data on your behalf.

14. Disclaimers

THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY RESULT OR OUTPUT WILL BE ACCURATE OR COMPLETE. AI-GENERATED OUTPUT MAY CONTAIN ERRORS AND SHOULD BE REVIEWED BEFORE RELIANCE. Nothing in these Terms limits any warranty that cannot be excluded by law.

15. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, FPI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICES, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY. FPI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNTS YOU PAID US FOR THE RELEVANT SERVICES IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN US, APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND DO NOT LIMIT YOUR PAYMENT OR INDEMNIFICATION OBLIGATIONS. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

16. Indemnity

You agree to defend, indemnify, and hold harmless FPI and its affiliates and their respective officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable legal fees) arising out of your Client Materials, your use of the Services, or your breach of these Terms or violation of any law or third-party right.

17. Governing law and dispute resolution

These Terms are governed by the laws of the State of New York, excluding its conflict-of-law rules. Any dispute arising out of or relating to these Terms will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in New York, in English, and conducted on an individual basis only. Either party may instead bring an individual claim in small-claims court, and either party may seek interim or injunctive relief from a court of competent jurisdiction. Judgment on the award may be entered in any court of competent jurisdiction.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND FPI WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT DISPUTES WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. If this class-action waiver is found unenforceable as to a particular dispute, that dispute will be decided by a court rather than by arbitration. You may opt out of the agreement to arbitrate by emailing services@fpi.cc within 30 days of first accepting these Terms; opting out does not affect the governing-law, jury-waiver, or class-action-waiver provisions.

18. Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

19. Changes to these Terms

We may update these Terms from time to time. We will post changes on the Website and, where appropriate, notify you by email or ask you to acknowledge them. Material changes take effect as stated in the notice; otherwise changes take effect when posted, and the date above reflects the latest revision. Continuing to use the Services after a change means you accept it.

20. Force majeure

Neither party is liable for any delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government action, internet or utility failures, cyberattacks, and the failure, suspension, or material change of a third-party service or AI provider the Services depend on. The affected party will use reasonable efforts to resume performance.

21. Term and termination

These Terms apply while you use the Services and, for a customer, for the term stated in your Order. Either party may terminate an engagement as its Order provides, and we may suspend or terminate the Services for non-payment or for a breach of these Terms. On termination you must stop using the Services, any access or license rights we granted you end, and fees owed through the effective date of termination remain due. Termination does not entitle you to a refund except as your Order expressly states (see section 4).

22. Survival

The provisions that by their nature should survive termination will survive, including those on fees and billing, your materials and data, deliverables and intellectual property, AI-generated output, your responsibilities, confidentiality, disclaimers, limitation of liability, indemnity, and governing law and dispute resolution.

23. Independent parties and feedback

The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, agency, or employment relationship, and neither party may bind the other. If you give us feedback or suggestions about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose without obligation to you.

24. General

These Terms, together with your Order and our Privacy Policy, are the entire agreement between you and FPI regarding the Services and supersede prior discussions. If any provision is held unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. Nothing in these Terms creates any third-party rights. Nothing in these Terms deprives you of the protection of mandatory laws of your country of residence that cannot be waived by contract. The English-language version of these Terms controls unless we provide an official translation stating otherwise.

25. Contact

Fancy Pants Online Inc. ("FPI"), 312 W 2nd Street, # A7076, Casper, WY 82601. Questions about these Terms? Email us at services@fpi.cc or call 646.688.5131.