These Terms of Service (“Terms”) are a binding agreement between you and Constella App, Inc., a Delaware corporation with offices at 400 Concar Drive, C/O Constella, San Mateo, CA 94402 (“Constella,” “we,” “us,” or “our”). They govern your access to and use of our applications, websites, and related services, including Earshot (collectively, the “Services”).
By creating an account, accessing, or using the Services, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Services.
Please read these Terms carefully. They contain an arbitration agreement and class action waiver (Section 14), limitations of liability (Section 12), and important obligations regarding your use of AI-generated Output (Section 5).
1. Eligibility
You must be at least 18 years old and have the legal capacity to enter into a binding contract to use the Services. By using the Services, you represent that you meet these requirements and, if you are using the Services on behalf of a business or other entity, that you are authorized to bind that entity to these Terms.
2. Your Account
You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You agree to provide accurate information and to notify us promptly at team@constella.app of any unauthorized use. We are not liable for losses arising from unauthorized use of your account resulting from your failure to safeguard your credentials.
3. The Services
Constella operates Earshot, a service that uses artificial intelligence to generate marketing, advertising, and social video content, including AI-generated video, image, audio, and text Output, from the scripts, prompts, brand assets, and other materials you provide, and, where you choose, to publish that Output to Connected Accounts you authorize. Features may change over time; we may add, modify, or discontinue features at our discretion. The Services depend on third-party AI model providers, payment processors, hosting infrastructure, and social or advertising platforms that we do not control.
4. License to You
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Services for your personal, non-commercial use (or internal business use if you purchase a plan designated for business use). We and our licensors retain all right, title, and interest in and to the Services, including all software, models, designs, and trademarks. No rights are granted except as expressly stated. You may not copy, modify, distribute, sell, lease, reverse engineer, or attempt to extract the source code of the Services, except to the extent such restriction is prohibited by law or the applicable component is provided under an open-source license.
5. Output and Your Legal Responsibilities
This section is a material part of these Terms.
5.1 You direct what we generate.
Output is generated only from the scripts, prompts, brand assets, and other materials you submit. You decide what to submit, what Output to publish, and where and how to publish it, and you are solely responsible for those decisions.
5.2 Compliance with advertising, publicity, and platform law.
Laws governing advertising, endorsements, and the use of a person's name, voice, or image vary widely. Many jurisdictions require disclosure of paid or sponsored content (for example, FTC endorsement guidelines) and prohibit using a real person's name, voice, or likeness without their consent. You represent and warrant that you will:
- comply with all applicable advertising, consumer-protection, right-of-publicity, and disclosure laws in every jurisdiction where you publish Output;
- obtain all consents legally required for any real person's name, voice, image, or likeness reflected in materials you submit or ask us to depict;
- not use the Services to create Output that impersonates, defames, or deceives; and
- comply with the advertising and content policies of any platform, ad network, or marketplace on which you publish Output.
5.3 No monitoring.
We do not monitor what you submit or publish and have no obligation to do so. We do not and cannot ensure your compliance with advertising or publicity laws, and we expressly disclaim responsibility for your submission and publishing decisions.
5.4 Consequences.
Violation of this Section 5 is a material breach of these Terms and may result in immediate suspension or termination of your account, in addition to your indemnification obligations under Section 13.
6. Your Content
6.1 Ownership.
You retain all rights you hold in the content you capture, upload, or create through the Services (“User Content”). We do not claim ownership of your User Content.
6.2 License to us.
You grant Constella a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transcribe, index, analyze, transmit, and display your User Content solely as necessary to provide, secure, and improve the Services for you and as otherwise permitted by our Privacy Policy. This license ends when your User Content is deleted from the Services, subject to reasonable backup-purge cycles described in the Privacy Policy.
6.3 Your responsibility for User Content.
You represent and warrant that you have all rights necessary to capture and store your User Content and to grant the license above, and that your User Content and your use of the Services do not violate any law or any third party's rights, including privacy, publicity, and intellectual-property rights.
6.4 AI-generated output.
The Services use artificial-intelligence technologies to transcribe, summarize, and retrieve information. AI output may be inaccurate, incomplete, or mislabeled. You are responsible for verifying any output before relying on it. The Services are a convenience tool, not a system of record; do not rely on them for legal, medical, financial, or safety-critical purposes, or as your sole repository for irreplaceable information.
6.5 AI-generated video, image, and audio Output.
Certain Services generate video, audio, image, or text content based on the instructions, prompts, and materials you provide (“Output”). Because Output is produced using artificial intelligence: we cannot guarantee that any Output is accurate, unique, or exclusive to you. Similar instructions may produce similar Output for other customers, and any AI-generated persona, voice, or likeness in Output may not correspond to, or may resemble, a real person without our knowledge. We do not warrant that Output will meet your requirements or will be lawful or appropriate to publish for your intended commercial, advertising, or promotional purpose. Before publishing, distributing, or commercially using any Output, you are solely responsible for reviewing it and ensuring your use complies with applicable law (including advertising, consumer-protection, right-of-publicity, and disclosure laws such as FTC endorsement guidelines) and the policies of any platform, ad network, or marketplace on which you publish it. We disclaim all liability for claims, losses, or damages arising from your publication, distribution, or commercial use of Output, and you agree to indemnify us for such claims as set forth in Section 13.
6.6 Connected accounts and generated bios/captions.
The Services may generate profile bios, captions, or other account text (“Bio”), and may post, schedule, or otherwise publish Output or Bio to third-party social or platform accounts that you connect to, or authorize us to access on your behalf (each, a “Connected Account”). You are solely responsible for your Connected Accounts and their compliance with the terms of the platforms that host them. We are not responsible for, and disclaim all liability arising from: the accuracy or appropriateness of any Bio; any suspension, restriction, ban, or loss of a Connected Account; or any action a platform takes in response to Output or Bio published to a Connected Account.
6.7 No guarantee of results.
The Services may help you create or publish advertising or marketing content, but we do not guarantee any level of engagement, reach, conversions, sales, revenue, or other performance results, whether Output is published organically or as paid advertising. Advertising performance depends on factors outside our control, including platform algorithms, ad review and approval, targeting, market conditions, and your own campaign decisions. We are not responsible for your advertising spend, ad account performance, or business outcomes resulting from your use of Output.
7. Acceptable Use
You agree not to, and not to permit any third party to:
- use the Services in violation of any applicable law or regulation, including those described in Section 5;
- upload or capture content that is unlawful, infringing, or that you lack the right to possess;
- probe, scan, or test the vulnerability of the Services, or breach or circumvent any security or authentication measures;
- interfere with or disrupt the Services, or impose an unreasonable load on our infrastructure;
- use automated means to access the Services except through interfaces we expressly provide;
- resell, sublicense, or provide the Services to third parties as a service bureau without our written agreement;
- use the Services to develop a competing product, or to train machine-learning models without our written consent;
- misrepresent your affiliation with any person or entity;
- use Output to impersonate, defame, or misappropriate the name, voice, image, or likeness of any real, identifiable person without their consent, or to create content that could reasonably be mistaken for that person's own statement or endorsement; or
- publish or distribute Output in a manner that constitutes false, misleading, or deceptive advertising, or that violates the advertising, disclosure, or content policies of any platform, ad network, or regulator (including FTC endorsement guidelines).
8. Subscriptions, Billing, and Refunds
8.1 Fees.
Certain features require a paid subscription. Prices, billing intervals, and included features are presented at purchase. Taxes may apply.
8.2 Automatic renewal.
Paid subscriptions renew automatically at the end of each billing period at the then-current rate until you cancel. You can cancel at any time, at no charge, using the “Cancel plan” control in your account settings, with no email or phone call required. Cancellation takes effect at the end of your current billing period; you retain full access until then, and you may resume your plan at any point before the period ends.
8.3 Refunds.
Except where required by applicable law, fees are non-refundable and non-creditable, including for partial periods, downgrades, or unused features.
8.4 Price changes.
We may change subscription pricing with at least 30 days' notice; changes apply from your next renewal. If you do not agree to a price change, cancel before it takes effect.
8.5 Free trials and beta features.
Free trials convert to paid subscriptions at the end of the trial period unless cancelled. Beta, preview, or experimental features are provided “as is,” may be modified or discontinued at any time, and may be subject to additional terms.
9. Third-Party Services
The Services depend on and interoperate with third-party AI model providers, payment processors, hosting infrastructure, and social or advertising platforms. In providing the Services, we share your inputs and User Content with third-party AI model providers solely to generate Output; see our Privacy Policyfor details on these providers. Constella is not responsible for the acts, omissions, availability, terms, or privacy practices of any third party. Your use of any third-party platform, including any Connected Account, is governed by that platform's own terms.
10. Termination
You may stop using the Services and delete your account at any time. We may suspend or terminate your access immediately if you materially breach these Terms (including Section 5 or Section 7), if required by law, or if we discontinue the Services (in which case we will provide reasonable advance notice and an opportunity to export your data where practicable). Upon termination, your license ends and we will delete your User Content in accordance with the Privacy Policy. Sections 5, 6.3, 6.5, 6.6, 6.7, 11, 12, 13, 14, and 15 survive termination.
11. Disclaimers
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT. WITHOUT LIMITING THE FOREGOING, CONSTELLA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT CAPTURED CONTENT, TRANSCRIPTS, OR AI OUTPUT WILL BE ACCURATE, COMPLETE, OR PRESERVED; THAT ANY OUTPUT OR BIO WILL BE ACCURATE, APPROPRIATE, OR FIT FOR YOUR INTENDED USE; THAT ANY CONNECTED ACCOUNT WILL REMAIN ACTIVE, UNSUSPENDED, OR UNRESTRICTED; OR THAT THE SERVICES ARE LAWFUL TO USE FOR RECORDING IN YOUR JURISDICTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) CONSTELLA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, MEMORIES, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) CONSTELLA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID TO CONSTELLA FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (ii) ONE HUNDRED U.S. DOLLARS (US$100). THE LIMITATIONS IN THIS SECTION APPLY TO ALL THEORIES OF LIABILITY AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN YOU AND CONSTELLA. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
13. Indemnification
You agree to defend, indemnify, and hold harmless Constella and its officers, directors, employees, agents, and suppliers from and against any claims, demands, actions, investigations, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your User Content, Output, and Bio, including any content you capture, record, submit as input, generate, publish, or distribute through the Services, and any activity on or through a Connected Account; (b) your violation of any recording, surveillance, biometric, privacy, or other law, or of any third party's rights, including claims brought by persons you have recorded; (c) your breach of these Terms; (d) your misuse of the Services; or (e) any claim by a third party arising from your publication, distribution, or commercial use of Output, including claims for defamation, false or deceptive advertising, or infringement of publicity, personality, or intellectual-property rights. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, at your expense, in which case you agree to cooperate with our defense.
14. Dispute Resolution: Binding Arbitration and Class Action Waiver
Please read this section carefully. It affects your legal rights.
14.1 Informal resolution first.
Before filing a claim, you agree to contact us at team@constella.app with a written description of the dispute and give us 30 days to attempt to resolve it informally.
14.2 Binding arbitration.
Except as provided in Section 14.4, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitration will be conducted in English, by a single arbitrator, in San Mateo County, California, or, at your election, remotely by videoconference or in your county of residence. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys' fees except where the applicable rules or law provide otherwise; we will pay arbitration filing and administration fees to the extent required by the AAA Consumer Rules.
14.3 Class action waiver.
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. If this class action waiver is found unenforceable as to a particular claim, that claim (and only that claim) shall proceed in court, and the remainder shall proceed in arbitration.
14.4 Exceptions.
Either party may (a) bring an individual claim in small-claims court, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.
14.5 Your right to opt out.
You may opt out of this arbitration agreement by emailing team@constella.appwith the subject line “Arbitration Opt-Out,” your name, and the email associated with your account, within 30 days of first accepting these Terms. Opting out of arbitration does not affect any other provision of these Terms.
14.6 Mass filings.
If 25 or more similar arbitration demands are filed by or with the assistance of the same law firm or organization within a 60-day period, raising substantially similar claims against us, the arbitration provider shall administer them in coordinated batches of no more than 50 claims each, processed sequentially, using any batching, staging, or bellwether procedures the provider's mass-arbitration rules make available. The parties agree to cooperate in good faith to implement such a process, and this Section 14.6 does not waive any party's right to object to the propriety of mass filings.
15. Governing Law and Venue
These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. Subject to Section 14, the exclusive jurisdiction and venue for any action not subject to arbitration will be the state and federal courts located in San Mateo County, California, and the parties consent to personal jurisdiction there.
16. Changes to These Terms
We may update these Terms from time to time. If we make material changes, we will notify you by email or in-app notice at least 30 days before the changes take effect (except changes required by law, which may take effect immediately). Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree, stop using the Services and cancel your account before the changes take effect.
17. General
17.1 Entire agreement.
These Terms, together with the Privacy Policy and any order or plan terms you accept, are the entire agreement between you and Constella regarding the Services and supersede all prior agreements on that subject.
17.2 Severability.
If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in full force.
17.3 No waiver.
Our failure to enforce any provision is not a waiver of our right to do so later.
17.4 Assignment.
You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
17.5 Force majeure.
We are not liable for delays or failures caused by events beyond our reasonable control.
17.6 Export and sanctions.
You may not use the Services in violation of U.S. export-control or sanctions laws, and you represent that you are not located in an embargoed jurisdiction or on any restricted-party list.
17.7 Notices.
We may provide notices by email to the address on your account or through the Services. Legal notices to Constella must be sent to:
18. Contact
Questions about these Terms: team@constella.app
19. Copyright Complaints (DMCA)
If you believe material available through the Services infringes your copyright, send a notice to our designated agent at team@constella.appcontaining: (1) a physical or electronic signature of the copyright owner or someone authorized to act on their behalf; (2) identification of the copyrighted work claimed to be infringed; (3) identification of the allegedly infringing material and information reasonably sufficient for us to locate it; (4) your contact information; (5) a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law; and (6) a statement, made under penalty of perjury, that the notice is accurate and that you are authorized to act on the copyright owner's behalf. If you believe material was removed or disabled by mistake or misidentification, you may send a counter-notice with the information required under 17 U.S.C. § 512(g)(3). We may remove or disable access to material identified in a valid notice, notify the user who submitted it, and terminate the accounts of repeat infringers.