Clout Uploader End User License Agreement
Clout Uploader — Content operations platform for TikTok creators and agencies
Last updated: 01 March 2026
1. Binding agreement
1.1. This End User License Agreement, together with the Privacy Policy and Pricing (collectively, the “EULA”), as may be amended or supplemented from time to time, governs the relationship between you, as a business customer accessing, downloading, deploying, and/or using the Software and/or Services (each as defined below), and Clout Uploader (“Clout”, “we”, “us”, or “our”).
1.2. This EULA is entered into solely between you and Clout Uploader. It is not entered into with any third-party providers of services or technologies that may be integrated into the Software or Services. Such third-party providers are not responsible for the Services and assume no obligations or liability to you under this EULA.
1.3. This EULA constitutes a legally binding agreement setting forth the terms and conditions under which you may access and use the Clout Uploader software (the “Software”) and any related services, applications, websites, products, and/or content that we may make available from time to time (collectively, the “Services”).
1.4. By accessing, downloading, deploying, or otherwise using the Software or Services (including by joining any Clout Uploader community), you confirm that you have read, understood, and agree to be bound by this EULA. This EULA constitutes the entire agreement between you and us with respect to the Software and Services and supersedes all prior or contemporaneous agreements, communications, or understandings, whether written or oral.
1.5. From time to time, we may update this EULA. The most current version will always be available at https://clout.wtf/docs/eula/. If we make any material changes to this EULA or to the Services that may affect your rights or our obligations, we will provide you with reasonable advance notice, including by email. By continuing to access or use the Services after such changes become effective, you agree to be bound by the updated EULA.
2. Eligibility
2.1. The Services are provided for commercial use to support your content operations. To access and use the Software and/or Services, you must: (i) be duly registered as an Apple Developer and capable of entering into legally binding contracts as a business or an entrepreneur under the applicable law; and (ii) not have previously had your access to the Software or Services suspended or terminated due to a violation of this EULA, our legitimate rights and interests, or applicable law.
2.2. If you are acting on behalf of a legal entity, you represent and warrant that: (a) you have full authority to enter into legally binding agreements on behalf of such entity; (b) such entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; and (c) such entity is not subject to any economic sanctions and export control laws and regulations (“Sanctions”) applicable to the subject matter of this EULA, including the laws and regulations applicable to the Software or Services provided under this EULA, and is not owned, controlled by, or acting for or on behalf of, one or more of such persons/entities that are subject to any applicable Sanctions.
2.3. To use the Services, you may be required to provide certain information, including through a registration form or otherwise (“Customer Information”). Our collection and use of Customer Information are governed by our Privacy Policy, which is incorporated by reference into this EULA. We reserve the right, at our sole discretion, to approve or deny any request for access to the Software or Services.
3. License Grant
3.1. The Software includes: (i) the Clout mobile software application for iOS (the “Clout App”); and (ii) desktop software applications compatible with iOS devices (the “Clout Desktop Version”), in each case, in any and all versions (current or prior). The Software further includes, without limitation all computer code and programs, whether in source code, object code, executable form, or otherwise; electronic databases, compilations, and collections of data or information; all data and information contained therein; screen layouts, graphical user interfaces (GUIs), and other visual elements; and related documentation, know-how, user manuals, and operational guidance.
3.2. Subject to your compliance with this EULA and payment of all applicable fees as provided in Section 4, we hereby grant you, effective as of the Activation Date (as defined below), a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license (the “License”) to install and use the Software during the applicable License Term (as defined below) solely for your internal business purposes and in accordance with its intended functionality. “Use” means loading, installing, executing, or storing the Software in the temporary or permanent memory of a Permitted Device (as defined below). You are not obligated to exercise any rights granted under this License.
3.3. Upon successful payment, we will provide you with: (a) a unique license key required to activate the Software (the “License Key”). Delivery shall be deemed complete upon transmission of the download link and License Key to the email address provided by you. You are responsible for downloading, installing, and maintaining the Software environment required for its operation. The date on which you enter the License Key to activate your copy of the Software shall be deemed the “Activation Date.”
PLEASE NOTE THAT THE SOFTWARE IS ONLY COMPATIBLE WITH AND MAY ONLY BE INSTALLED AND USED ONLY ON APPLE-BRANDED MAC COMPUTERS RUNNING MACOS OR ON PERSONAL COMPUTERS RUNNING A SUPPORTED VERSION OF MICROSOFT WINDOWS, IN EACH CASE THAT ARE OWNED OR CONTROLLED BY YOU (EACH, A “PERMITTED DEVICE”).
3.4. Unless otherwise expressly permitted in writing by us, you agree that: (i) you may install and use one (1) copy of the Software per License Key on a single Permitted Device. The Software may not be used on more devices than the number of License Keys purchased; (ii) you shall not copy, modify, adapt, translate, distribute, transfer, assign, lease, rent, sublicense, or otherwise make the Software available to any third party; (iii) you shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Software, except to the extent expressly permitted by applicable law; (iv) you shall not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices contained in or on the Software; (v) you shall not create derivative works based on the Software without our prior written consent; (vi) you shall not use the Software in any manner that exceeds the scope of the License or violates applicable law or third-party rights; (vii) you shall not disclose, publish, or otherwise make available any performance data, test results, configurations, or operational metrics relating to the Software without our prior written consent. You further undertake and agree not to use, and not to permit any third party to use, the Software or Services: (i) in any manner that violates any applicable law, regulation, or third-party rights, including but not limited to intellectual property, privacy, or data protection laws; (ii) to engage in, facilitate, or promote deceptive, misleading, or fraudulent activities; (iii) to interfere with, disrupt, or gain unauthorized access to any systems, networks, platforms, or services; (iv) to misuse or to disable, or otherwise to interfere with any technical safeguards, usage limitations, license controls, or protective mechanisms implemented in the Software; (v) in a manner that exceeds reasonable or intended usage patterns, including use that may impair, degrade, or overburden the Software or related systems; (vi) to resell our Services or Software to third parties, unless expressly authorized in writing by us; (vii) to attempt to discover, extract, or use any underlying algorithms, models, or non-public functionality of the Software; (viii) to bypass, disable, or otherwise interfere with license controls, usage limitations, or access restrictions; (ix) in any manner that could reasonably be expected to result in harm, liability, or reputational damage to Clout Uploader; (x) in violation of any applicable export control, sanctions, or trade compliance laws and regulations.
3.5. We reserve the right, at our sole discretion, to monitor compliance with this Section 3 and to disable License Keys or otherwise restrict access to the Software and/or Services in the event of termination, breach of this EULA, or suspected unauthorized use.
3.6. The Software is licensed, not sold. We retain all right, title, and interest in and to the Software, including all intellectual property rights (“IPR”) therein. No rights are granted to you other than those expressly set forth in this EULA.
3.7. We will make reasonable efforts to keep the Software and Services operational. However, technical difficulties, maintenance, updates, or changes in laws and regulations may result in temporary interruptions. We reserve the right to modify, update, replace, or discontinue the Software and/or Services or any features thereof at any time without liability to you. When reasonably practicable, we will provide notice of material changes. If you have a prepaid License that is permanently discontinued before the end of the prepaid period, we will provide a proportional refund. While we will strive to maintain the Software and Services, we are not obligated to support, upgrade, or update the Software and Services.
4. License Term, Payments and Refunds
4.1. The applicable license fee depends on the package selected by you at the time of purchase (each, a “Package”). Each Package grants you a License for a period of one (1) month, unless otherwise specified (the “License Term”). To continue using the Software beyond the current License Term, you must purchase a new Package prior to the expiration of your then-current License Term. To avoid any interruption in access or functionality of the Software, we recommend completing such purchase at least five (5) business days in advance.
4.2. All License fees are payable in advance and are non-refundable, except as expressly set forth in this EULA. Payments shall be made in the currency specified in the applicable invoice and in accordance with the payment instructions provided therein. You are responsible for ensuring timely and accurate payment.
4.3. Our current fees are posted on the Pricing page. All fees are exclusive of any applicable taxes, duties, or governmental charges, including but not limited to value-added tax (VAT), sales tax, or withholding tax. You are responsible for the payment of all such taxes, except for taxes based on our net income.
4.4. From time to time, we may, at our sole discretion, offer discounts, promotional codes, or special pricing. Any such offers are subject to specific terms and conditions, which will be made available on our website or otherwise communicated to you. We reserve the right to modify or withdraw such offers at any time.
4.5. We offer a ten (10) day money-back guarantee, calculated from the Activation Date. Any refund requests must be submitted in writing to [email protected] within ten (10) calendar days of the relevant charge. Refunds will not be granted after this period, except where the Software materially fails to perform in accordance with the functional capabilities expressly described in the applicable Package or official documentation. Incomplete requests may delay processing. We may request additional information to verify the request and prevent fraud. Approved refunds will be processed using your original payment method within a reasonable period of time. If you terminate your use of the Software after the expiration of the ten (10) day period, no refunds shall be provided, except where required by applicable law.
4.6. We reserve the right to modify the pricing of the Software or Services at any time. Any price changes will apply to future purchases or renewal terms only and will not affect any current License Term already paid for. Where required by applicable law, we will provide reasonable advance notice of any material price changes.
5. Disclaimer
5.1. To the maximum extent permitted by applicable law, the Software and Services are provided on an “as is” and “as available” basis, without any guarantees of uptime, performance, or accuracy. While we aim to keep everything current and reliable, we are not obligated to provide ongoing support, upgrades, or updates. To the fullest extent allowed by law, we expressly disclaim all warranties, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, or reliability. We do not warrant that the Software or Services will meet your requirements or expectations, or that their operation will be uninterrupted, secure, or error-free, or that any defects will be corrected.
5.2. The Software is a tool that enables you to operate workflows on your own devices and accounts. THE SOFTWARE DOES NOT CREATE, UPLOAD, PUBLISH, OR OTHERWISE DISTRIBUTE ANY CONTENT INDEPENDENTLY. IT DOES NOT PROVIDE CONTENT-RELATED RECOMMENDATIONS, STRATEGIES, OR GUIDANCE. WE DO NOT ACCESS, CONTROL, OR MANAGE YOUR DEVICES, ACCOUNTS, INFRASTRUCTURE, OR CONTENT. You remain solely responsible for all actions performed through the Software, including any content created, uploaded, or managed using the Software.
5.3. YOU ACKNOWLEDGE THAT THE SOFTWARE IS A TOOL INTENDED TO SUPPORT OPERATIONAL WORKFLOWS AND IS NOT DESIGNED FOR USE IN ANY HIGH-RISK, SAFETY-CRITICAL, OR REGULATED ENVIRONMENTS WHERE FAILURE COULD RESULT IN PERSONAL INJURY, SEVERE FINANCIAL LOSS, OR LEGAL LIABILITY. YOU ASSUME FULL RESPONSIBILITY FOR HOW YOU USE THE SOFTWARE, INCLUDING ANY CONSEQUENCES ARISING FROM ITS USE IN CONNECTION WITH THIRD-PARTY PLATFORMS, SERVICES, OR ACCOUNTS.
5.4. We are not responsible for any third-party services, technologies, or components integrated into or used in connection with the Software or Services (“Third-Party Components”). We make no representations or warranties regarding the availability, accuracy, reliability, or performance of such Third-Party Components. To the extent that we select, configure, or integrate any Third-Party Components as part of the Services, our responsibility is limited solely to such integration and does not extend to the underlying third-party systems, data, or services.
5.5. No advice or information, whether oral or written, obtained by you from us or through the Software or Services shall create any warranty not expressly stated in this EULA.
5.6. Any support services provided by us are limited to general guidance regarding the installation, configuration, and features of the Software. WE DO NOT PROVIDE OPERATIONAL, ACCOUNT-LEVEL, OR CONTENT-RELATED SUPPORT, INCLUDING, WITHOUT LIMITATION, ASSISTANCE WITH POSTING CONTENT, MANAGING ACCOUNTS, OPERATING DEVICES, OR EXECUTING WORKFLOWS USING THE SOFTWARE. You acknowledge and agree that you are solely responsible for the operation and use of your devices, accounts, infrastructure, and any activities conducted through the Software.
6. Limitation of Liability
6.1. To the maximum extent permitted by applicable law, in no event shall we, our affiliates, directors, officers, employees, agents, or licensors be liable to you for any indirect, incidental, consequential, special, punitive, or exemplary damages, including, without limitation, damages for loss of profits, revenue, anticipated savings, business or business opportunities, goodwill, data, or other intangible losses, arising out of or in connection with your access to or use of, or inability to use, the Software or Services.
6.2. Without limiting the foregoing, we shall not be liable for: (i) any suspension, restriction, limitation, or termination of your access to any third-party platforms, services, or accounts; (ii) any loss of data, content, or account access, including as a result of system failures, interruptions, or third-party actions; (iii) any errors, interruptions, delays, or failures in the operation of the Software or Services; (iv) any actions taken by you or third parties based on the use of the Software or Services.
6.3. To the maximum extent permitted by applicable law, our total aggregate liability arising out of or relating to this EULA, the Software, or the Services shall not exceed the total amount of fees actually paid by you to us for the Software during the one (1) month period immediately preceding the event giving rise to the claim.
6.4. Some jurisdictions do not allow the exclusion or limitation of certain damages. In such cases, the limitations above shall apply to the maximum extent permitted by applicable law.
7. Warranties and Indemnification
7.1. You represent and warrant that you will not, and will not permit any third party to, take any action that may damage, impair, or adversely affect our IPR, our title to such IPR, or our ability to use, develop, or commercialize the Software or Services.
7.2. You shall promptly notify us in writing, providing a reasonably detailed description of all relevant information known to you, if any of the following matters come to your attention: (i) any actual, suspected, or threatened infringement or unauthorized use of our IPR by any third party; (ii) any claim, demand, or proceeding made or threatened alleging that your use of the Software or Services infringes the rights of any third party; (iii) any actual or potential actions, inquiries, enforcement measures, or policy changes by any third-party platforms, service providers, or regulatory authorities that could reasonably be expected to restrict, impair, or otherwise adversely affect the operation, availability, or use of the Software or Services.
7.3. You agree to cooperate in good faith with us in connection with any such matters, including providing additional information and reasonable assistance as may be required.
7.4. You agree to defend, indemnify, and hold harmless us, our affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) your access to or use of the Software or Services; (ii) your violation of this EULA or applicable law; (iii) any content, data, or materials processed, transmitted, or made available by you using the Software or Services; (iv) your interaction with or use of any third-party platforms, services, or accounts in connection with the Software; (v) any claim that your use of the Software or Services infringes or violates the rights of any third party; (vi) any disputes or issues between you and any third party.
7.5. We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with us in defending such claims.
8. Confidentiality
8.1. “Confidential Information” means our non-public or proprietary information disclosed to you or otherwise made available in connection with your access to or use of the Software or Services, including, without limitation: (a) the Software, its functionality, architecture, and technical information; (b) documentation and use cases; (c) any information received through communications with us, including support interactions, guidance, or advice; and (d) any information that becomes known to you in the course of accessing or using the Software or receiving the Services, which by its nature or context should reasonably be considered confidential.
8.2. You shall: (a) use Confidential Information solely for the purpose of using the Software and Services in accordance with this EULA; (b) protect Confidential Information with at least reasonable care; and (c) not disclose Confidential Information to any third party except to your employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein.
8.3. Confidential Information does not include information that: (a) is publicly available without breach of this EULA; (b) was lawfully known to you prior to disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed without use of Confidential Information.
8.4. You may disclose Confidential Information if required by applicable law, provided that (to the extent permitted) you give reasonable prior written notice to us via email [email protected].
8.5. Upon termination of this EULA or upon our request, you shall cease use of Confidential Information and, to the extent reasonably practicable, return or delete it, except where retention is required by law.
8.6. The obligations under this Section 8 shall survive termination of this EULA for three (3) years, and with respect to trade secrets, for as long as they remain protected under applicable law.
9. Termination
9.1. This EULA shall commence on the earlier of: (a) the date on which you access or join any Clout Uploader community (including via Discord or Telegram) and thereby agree to be bound by this EULA; or (b) the date on which you submit a request for the Services by completing payment for the applicable Package (the “Effective Date”), and shall remain in effect for the duration of the applicable License Term, unless earlier terminated in accordance with this Section.
9.2. You may terminate this EULA at any time by ceasing all use of the Software and Services. Termination shall not entitle you to any refund, except as expressly provided in this EULA.
9.3. We may, at our sole discretion, suspend or terminate your access to the Software or Services, in whole or in part, immediately and without prior notice if: (a) you breach this EULA or any applicable law; (b) we reasonably suspect misuse of the Software, Services or any other our IPR; (c) your use creates or may obviously create legal, regulatory, or reputational risk to us; (d) required by law, regulation, or request of a governmental authority. We may also suspend access where reasonably necessary to prevent harm, ensure security, or investigate potential violations.
9.4. Upon termination or expiration of this EULA: (a) the License granted to you shall immediately terminate; (b) you must cease all use of the Software and Services; (c) you shall delete all copies of the Software and our Confidential Information in your possession or control; (d) any outstanding payment obligations shall become immediately due and payable.
9.5. To the maximum extent permitted by applicable law, we shall not be liable for any damages, losses, or consequences arising from suspension or termination of your access to the Software or Services in accordance with this EULA.
9.6. We reserve the right to disable License Keys or otherwise restrict access to the Software in the event of termination, breach of this EULA, or suspected unauthorized use.
9.7. Any provisions of this EULA which by their nature should survive termination shall survive, including, without limitation, Sections relating to intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and payment obligations.
10. Governing Law and Jurisdiction
10.1. This EULA, and any dispute, claim, or controversy arising out of or in connection with it, including its subject matter, formation, or any non-contractual obligations, shall be governed by and construed in accordance with the laws of the Republic of Cyprus, without regard to its conflict of laws principles.
10.2. In the event of any dispute, the parties shall first attempt to resolve the matter amicably. A party initiating a dispute shall provide written notice describing the nature of the dispute in reasonable detail. The parties shall then engage in good faith negotiations for a period of thirty (30) business days from receipt of such notice (or such longer period as may be agreed in writing).
10.3. If the dispute is not resolved through negotiations, the dispute shall be subject to the exclusive jurisdiction of the competent courts of Cyprus. The United Nations Convention on Contracts for the International Sale of Goods as well as any other similar law, regulation, or statute in effect in any other jurisdiction, shall not apply. You and us hereby irrevocably waive any objection, including any objection based on forum non conveniens or venue, to the bringing of any legal action or proceeding arising out of or relating to this EULA in the competent courts of the Republic of Cyprus. You and us further agree not to argue or assert that such courts represent an inconvenient forum. Each party agrees to submit to the exclusive jurisdiction of such courts for the purpose of any such action or proceeding.
11. Miscellaneous
11.1. Nothing in this EULA shall be construed to create any partnership, joint venture, employment, agency, or similar relationship between you and us. You are an independent user of the Software. You have no authority to bind us or act on its behalf in any manner.
11.2. You may not assign, transfer, sublicense, or otherwise dispose of any of your rights or obligations under this EULA without our prior written consent.
11.3. This EULA does not confer any rights or remedies on any person or entity other than you and us.
11.4. Our failure to enforce any provision of this EULA shall not constitute a waiver of that provision or of any other provision. Any waiver must be in writing and signed by us.
11.5. If any provision of this EULA is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
11.6. You shall not use our name, trademarks, or branding for any promotional or public-facing purposes without our prior written consent.
11.7. We shall not be liable for any failure or delay in performance resulting from events beyond its reasonable control, including but not limited to acts of God, internet or infrastructure failures, governmental actions, or interruptions of third-party services.
11.8. You acknowledge that you have not relied on any representations, warranties, or statements other than those expressly set forth in this EULA.
12. Electronic communications
12.1. By utilizing our Software and/or Services, you consent to receive communications from us electronically, and you acknowledge that all communications conducted through the Services or via email constitute electronic communications. This includes, but is not limited to, the transmission of electronic communications, notices, disclosures, agreements, and other pertinent information. These electronic communications shall be deemed to have the same legal validity and effect as written documents physically signed by the party sending them. By clicking on buttons labeled “submit,” “continue,” “agree,” or any similar links or buttons, you are providing a legally binding electronic signature and entering into a legally enforceable contract. You further acknowledge and agree that electronic signatures, electronic contracts, orders, and records shall have the same legal effect, validity, and enforceability, where legally required, as handwritten signatures and paper records, and shall not be denied legal effect or admissibility solely because they are in electronic form. This EULA and the use of electronic signatures and electronic records are governed by and comply with applicable electronic signature laws, including, where applicable, the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and Regulation (EU) No 910/2014 on electronic identification and trust services for electronic transactions in the internal market (eIDAS).
13. Notices
We may provide you with notices, including those regarding changes to this EULA, by email which you provided to us to receive a License Key(s), or postings on the Website. If you have any general questions or concerns regarding this EULA or want to submit any request, claim or demand, please contact us in writing at [email protected]. Notices to you shall be deemed received at the time of sending, unless a delivery failure notice is received. Notices to Clout Uploader shall be deemed received upon confirmation of receipt.
14. Languages
This EULA is drafted in the English language. If this EULA is translated into any other language, the English language version shall prevail.
By installing or using Clout Uploader, You acknowledge that You have read, understood, and agree to be bound by this Agreement.