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Fika Clip (피카클립)

Terms of Service

Effective date: September 9, 2026

Translation notice

This English version is provided for convenience. If it differs from the Korean version, the Korean version prevails.

These Terms of Service apply to the entire Fika Clip (피카클립) service operated by Fikad Inc., including the Fika Clip website (https://fikad.boo), the Fika Clip web application (https://app.fikad.boo), and the Fika Clip app.

Article 1 (Purpose)

The purpose of these Terms of Service is to define the rights, obligations, responsibilities, and other necessary matters between Fikad Inc. (hereinafter referred to as the "Company") and the Member regarding the use of the Fika Clip service provided by the Company.

Article 2 (Definitions)

The definitions of terms used in these Terms are as follows:

  1. "Service" means all services related to Fika Clip provided by the Company through the Service Website.
  2. "Paid Service" means the Service provided by the Company in exchange for payment from the Member.
  3. "Free Service" means the Service provided by the Company without receiving payment for a certain number of times so that the Member can experience a level of product similar to the Paid Service prior to subscribing to the Paid Service.
  4. "Member" means a person who accesses the Service Website, enters into a contract with the Company in accordance with these Terms, and uses the Service.
  5. "Domain" means the internet address of the Service Website, representing the online site address through which the Service is provided.
  6. "Credit" means a prepaid electronic payment means that a Member can purchase to use Paid Services within the Company's platform.

Article 3 (Posting and Amendment of Terms)

  1. The Company shall post the contents of these Terms on the initial screen of the Service Website so that Members can easily find them. However, the contents of the Terms may be made available to users through a linked screen.
  2. The Company may amend these Terms within a scope that does not violate relevant laws, such as the Act on Regulation of Terms and Conditions and the Act on Promotion of Information and Communications Network Utilization and Information Protection.
  3. When the Company amends these Terms, it shall announce the effective date and the reason for the amendment along with the current Terms on the Service Website from 7 days prior to the effective date to the day before the effective date. However, if the amendments are unfavorable to the Member, the Company shall announce it at least 30 days in advance and individually notify the Member through at least one method the Member can recognize, such as sending an email to the registered email address, SMS, or guidance upon login.
  4. When the Company announces or notifies the amended Terms in accordance with Paragraph 3, it may clearly announce or notify that if the Member does not express an intention to refuse within the announcement period, the Member shall be deemed to have agreed to the amendment. In this case, if the Member continues to use the Service without explicitly expressing an intention to refuse, the Member shall be deemed to have agreed to the amended Terms.
  5. If a Member does not agree to the application of the amended Terms, the Member may terminate the service agreement. In principle, the previous Terms shall apply to Members who express their objection to the amended Terms. However, if there are special circumstances where the previous Terms cannot be applied, the Company may terminate the service agreement with the Member.
  6. If the Company deems it necessary, the Company and the Member may enter into a separate written agreement. If there is any discrepancy between these Terms and the written agreement, the provisions of the written agreement shall prevail.
  7. Matters not specified in these Terms and the interpretation of these Terms shall be governed by relevant laws and regulations or commercial practices.

Article 4 (Provision of Service)

  1. The details and scope of the Service provided by the Company are as follows:
    • A service that supports Members to use cloud-based software to produce short-form videos based on long-form content.
    • Other cloud-based software and content incidental to the above.
  2. In principle, the Company provides the Service 24 hours a day, 365 days a year.
  3. The Company may temporarily suspend the provision of the Service in the event of maintenance, replacement, breakdown of information and communication facilities such as computers, loss of communication, or significant operational reasons.
  4. In the case of the preceding paragraph, the Company shall notify the Member 7 days prior to the suspension of the Service in the manner prescribed in these Terms. However, if there are unavoidable reasons that prevent prior notification, the Company may notify the Member afterward.
  5. The Company may conduct regular or irregular inspections for the smooth provision of the Service, and the inspection period shall follow the details announced on the Service Website.
  6. The Company may provide information aimed at smooth service utilization and performance management knowledge through regular or irregular emails and the Service Website.

Article 5 (Modification of Service Content)

  1. The Company may modify all or part of the details such as the method of use, hours of use, and usage fees of the Service (hereinafter referred to as "Service Content, etc.") if there are significant operational or technical reasons for providing the Service.
  2. If there are modifications to the Service Content, etc., the reasons for the change, the modified content, and the effective date must be posted on the Service Website prior to the modification.
  3. The provisions of Article 3, Paragraphs 3 through 7 shall apply mutatis mutandis to the procedures, methods, and application of modifications to the Service Content, etc.
  4. When a Member exhausts their usage limit while using the Free Service, the Company shall notify the expiration of the service period and the method of switching to the Paid Service in the manner prescribed in Article 18, and confirm whether the Member wishes to purchase the Paid Service. After the expiration of the Free Service, the Member's use of the Service will be restricted.

Article 6 (Fees for Paid Services)

  1. The fees to be paid by the Member in connection with the use of the Paid Services provided by the Company shall follow the guidelines posted on the website or guided to the Member through a separate method determined by the Company.
  2. In principle, usage fees shall be paid on a prepaid basis. However, the Company may provide the service prior to payment upon agreement with the Member.
  3. The primary payment method for usage fees shall be credit card, and other payment methods shall be determined in consultation with the Company.
  4. The Member must check whether the information entered regarding the payment of fees for Paid Services is accurate, and the Member shall be solely responsible for any liabilities and disadvantages arising from entering inaccurate or fraudulent information.
  5. The Company may provide benefits according to promotions, such as price discounts or extension of the usage period, in accordance with the Company's policies for purposes such as sales promotion and attracting Members.
  6. If there is a separate agreement between the Company and the Member regarding the fees for the Paid Service, such agreement shall apply in preference to these Terms.
  7. The "Administrator" may use additional features within the Service depending on the active plan or the Administrator's settings, and details can be found on the Service Website.

Article 7 (Conclusion of Service Agreement)

  1. The service agreement is established when a person who wishes to register as a Member and use the site agrees to the contents of these Terms and the Company accepts the application for registration.
  2. A person who wishes to use the Service by registering as a Member expresses consent to these Terms by reading the phrase "By signing up, you agree to the Terms of Service" upon applying for site membership and clicking the "Sign Up" button.

Article 8 (Obligations of the Company)

  1. The Company shall not engage in acts prohibited by relevant laws and these Terms or contrary to public order and morals, and shall do its best to provide the Service continuously and stably.
  2. If the operator recognizes that opinions or complaints raised by utilizing Members are justified, they must handle them as quickly as possible. However, if rapid processing is difficult due to personal circumstances, the operator shall do their best by announcing it afterward or sending notes or emails to the utilizing Members.
  3. For the continuous and stable provision of the site, the operator may request the site to repair or restore facilities without delay when they malfunction or are lost. However, in the event of natural disasters or unavoidable reasons on the part of the site or the operator, the operation of the site may be temporarily suspended.

Article 9 (Obligations of the Member)

The Member shall not engage in any of the following acts:

  1. Registering false information or changing information falsely during registration or use.
  2. Damaging the reputation or disrupting the business of the Company or a third party.
  3. Using the Service for profit-making purposes beyond the scope of the purpose of these Terms without the consent of the Company.
  4. Using or transmitting information prohibited from transmission by relevant laws, such as software viruses or malware designed to disrupt or destroy the normal operation of computer software, hardware, or telecommunications equipment.
  5. Attempting to access the Company's service unfairly through means including hacking, password mining, etc.
  6. Unauthorized modification of the Company's facilities, software, and systems, or using modified versions of the software without the prior written consent of the Company.
  7. Attempting to access the Company's facilities, software, systems, etc., using automated means such as robots or scrapers, or bypassing settings established by the Company to block or prevent external access using similar means without the prior written consent of the Company.
  8. Unauthorized modification, supplementation, or analysis of the Company's Service during or after the service agreement, or directly implementing new derived services based on it, or indirectly implementing/selling them through a third party.

Article 10 (Obligations for Management of Member ID and Password)

  1. In principle, the Member's "ID" cannot be changed. If a Member wishes to change it due to unavoidable reasons, it must be changed through the Customer Center. The responsibility for managing the Member's "ID" and "Password" lies entirely with the Member.
  2. The Company may restrict the use of a Member's ID if there is a concern about personal information leakage, if it is antisocial or contrary to public morals, or if there is a concern that it may be mistaken for the Company or the Company's operator.
  3. If a Member recognizes that their ID and Password have been stolen or are being used by a third party, the Member must immediately notify the Company and follow the Company's instructions.
  4. The Company shall not be held liable for any disadvantages arising from the Member's failure to notify the Company of such fact, or failure to follow the Company's instructions even after notification.

Article 11 (Restriction of Service Use)

  1. If a Member or its constituent members violate the obligations and compliance matters specified in these Terms or interfere with the normal business of the Company, the Company may gradually restrict the Member's use of the Service through warnings, temporary suspension, permanent suspension, etc.
  2. Notwithstanding the preceding paragraph, the Company may immediately impose a permanent suspension in any of the following cases. In the event of a permanent suspension under this paragraph, the Company shall not provide the Service or any incidental benefits, nor shall it provide any separate compensation:
    • Theft of identity or payment methods.
    • Provision of illegal programs in violation of the Copyright Act.
    • Disruption of operations.
    • Illegal communication and hacking in violation of the Act on Promotion of Information and Communications Network Utilization and Information Protection.
    • Acts objectively judged to be linked to a crime.
    • When the Credit held within the service falls below zero due to fraudulent refunds.
    • Other acts in violation of relevant laws and regulations.

Article 12 (Subscription Withdrawal, Contract Termination, etc.)

  1. A Member who has entered into a service agreement for Paid Services with the Company may request the withdrawal of subscription within 7 days from the payment date.
  2. If the content of the Paid Service is different from the display or advertisement, or is performed differently from the contract, the Member may withdraw the subscription within 3 months from the date the Paid Service was supplied, or within 30 days from the date the Member knew or could have known such fact.
  3. Subscription withdrawal can be made by the Member in writing, by phone, or by email, and takes effect when the intention is expressed and reaches the Company. The Company shall reply to the Member with the processing result without delay after receiving the Member's expression of intent.
  4. The Member may apply for the termination of the service agreement to the Company after the period specified in Paragraph 1 or 2 has elapsed, and the Company shall handle it in accordance with relevant laws and these Terms.
  5. The Company may notify the Member in advance of the violation of the Terms and the termination, and terminate the service agreement with the Member in the following cases:
    • If the Member uses the Service for illegal purposes or distributes illegal information.
    • If the Member violates these Terms and fails to rectify the violation within 7 business days after receiving a request for rectification from the Company.
  6. When the service agreement is terminated, information provided by the Member and its constituent members to the Company will be deleted, except for matters prescribed by relevant laws and the Company's Privacy Policy. Members should take note of the above and take measures such as backing up necessary data prior to the termination of the service agreement.

Article 13 (Privacy Protection)

  1. The Company collects, uses, manages, and otherwise processes personal information provided by Members and constituent members in connection with registration and service use in accordance with the Act on Promotion of Information and Communications Network Utilization and Information Protection, other relevant laws, and the Company's Privacy Policy.
  2. The Company shall maintain a security system to protect personal information so that Members can use the Service safely, and shall disclose and comply with its Privacy Policy. The Company's Privacy Policy does not apply to linked sites outside the Company's official site.

Article 14 (Change and Utilization of Information)

  1. If a Member wishes to change their information, the Member must inform the Company of the changes via email or other methods.
  2. The Company shall not be held liable for any disadvantages arising from the Member's failure to appropriately modify changes to their information.

Article 15 (Management of ID and Password)

  1. In principle, the responsibility for managing the Member's ID and Password lies with the Member.
  2. The Member shall not allow any third party to use their ID and Password.
  3. The Company may restrict the use of a Member's ID and/or Password in any of the following cases:
    • If there is a concern about personal information leakage, or if it is antisocial or contrary to public morals.
    • If there is a concern that it may be mistaken for the Company or the Company's operator.
    • If there are reasonable grounds to disallow its use corresponding to the cases above.
  4. If a Member recognizes that their ID and Password have been stolen or are being used by a third party, the Member must immediately notify the Company and follow the Company's instructions.
  5. The Company shall not be held liable for any disadvantages arising from the Member's failure to notify the Company of such fact, or failure to follow the Company's instructions after notification.

Article 16 (Indemnification for Damages)

If damages occur to the other party due to reasons attributable to the Company or the Member, the liable party shall indemnify the other party for such damages.

Article 17 (Limitation of Liability)

  1. The Company shall be exempted from liability for damages arising from the inability to provide the Service due to war, natural disasters, or other equivalent force majeure events.
  2. The Company shall be exempted from liability for damages arising from the inability to provide the Service due to unavoidable reasons such as maintenance, replacement, regular inspection, or construction of facilities.
  3. The Company shall be exempted from liability for damages arising from disruptions in service use due to reasons attributable to the Member or constituent members.
  4. The Company shall be exempted from liability for damages arising from circumstances outside the Company's control, such as the Member's or constituent member's system environment, or disruptions of telecommunications companies or hosting companies. However, this shall not apply if such disruptions occur due to the intentional acts or negligence of the Company.
  5. The Company shall be exempted from liability for data omission, loss, and other damages arising from system failures of the cloud service provider used by the Company. However, this shall not apply if such disruptions occur due to the intentional acts or negligence of the Company.

Article 18 (Notification to Members)

  1. Notifications by the Company to Members shall be made by sending an email to the email address registered in advance by the Member, or through guidelines on the Service screen, or any combination thereof.
  2. In the case of notifications to all Members or an unspecified majority, the Company may substitute individual notifications by posting the content on the bulletin board of the Service Website for 7 days or more.

Article 19 (Jurisdiction and Governing Law)

  1. Any lawsuits filed between the Company and the Member shall be governed by the laws of the Republic of Korea.
  2. Any lawsuits regarding disputes arising between the Company and the Member shall be under the jurisdiction of the district court having jurisdiction over the Member's address at the time of filing, and if there is no address, the place of residence. However, if the Member's address or place of residence is not clear at the time of filing, the competent court shall be determined in accordance with the Civil Procedure Act.

Addenda

(Effective as of July 22, 2024)

Implementation of KakaoTalk Notification Talk: Fikad Inc. informs Members of non-advertising information, such as membership registration and video conversion completion guidance, through KakaoTalk Notification Talk. If you cannot receive Notification Talk or have blocked it, it will be sent via regular SMS text messages. Data charges may occur during the receipt of Notification Talk if you use a mobile telecommunications network instead of Wi-Fi. If you do not wish to receive Notification Talk sent via KakaoTalk, please be sure to block Notification Talk on your personal information page.

(Effective as of May 29, 2025)

Ownership and Authority to Use Video Content: The Company reserves the right to use videos created by users as company assets, such as advertising materials, banners, and landing pages, for the purpose of service improvement and promotion, and the user is deemed to have consented to this.

Restrictions on Resale of Video Content:

  • Use of the generated videos for commercial purposes is permitted, excluding resale.
  • Commercial resale of the generated videos is strictly prohibited. Violation of this may result in service restrictions or legal action.
  • To utilize or resell videos for commercial purposes, subscribing to a separate plan is mandatory. For related inquiries, consultation is available through Channel Talk, email, etc.

Compliance with Legality and Content Restrictions:

  • Users may not upload illegal or inappropriate content (pornography, violence, defamation, etc.) to the Service.
  • The Company may delete such content and take disciplinary action against the user's account at any time upon discovery or receipt of a report regarding the aforementioned content.

Customer Responsibility for Preventing Copyright Disputes: Fika Clip provides services by editing the original video provided by the customer, and all responsibilities regarding copyrights and ownership related to the original video provided by the customer rest entirely with the customer. The customer shall bear all legal liabilities and dispute resolution responsibilities arising from copyright infringement, unauthorized theft, or illegal use of the content provided by the customer, and Fika Clip assumes no responsibility whatsoever.

(Effective as of November 28, 2025)

Policy on Fonts and External File Uploads

License Warranty and Liability: The responsibility for intellectual property rights, such as usage rights and copyrights, for external files (hereinafter referred to as "Uploaded Assets") such as fonts, images, and sound sources uploaded and used within the Service by the Member lies entirely with the Member. The Member must directly verify and warrant that the "Uploaded Assets" possess a license that permits video production, web posting, commercial use, etc., before uploading them to the Service.

Indemnification for Copyright Infringement: If a dispute arises because a font or file uploaded by a Member infringes upon a third party's copyright, trademark right, or other intellectual property rights, the Company shall not assume any responsibility. If the Company suffers damages or receives a claim from a third party due to this, the Member must indemnify and hold the Company harmless at their own expense and responsibility, and compensate the Company for all damages incurred.

Deletion of Inappropriate Assets and Restriction of Use: If a report of infringement is received from a copyright holder, or if the assets uploaded by a Member are reasonably suspected of violating relevant laws such as the Copyright Act, the Company may delete the assets or restrict the Member's use of the Service without prior notice. The Company shall not be held liable for any damages incurred by the Member due to such measures.

(Effective as of June 18, 2026)

Policy on AI Voice (TTS) and Voice Cloning Features

Definition of Features: "AI Voice (TTS)" refers to the feature that converts text entered by the Member into synthetic speech provided by the Company. "Voice Cloning" refers to the feature that generates synthetic speech resembling a given voice by learning from voice data provided by the Member.

Warranty of Rights to Voice Data: The Member warrants that they hold legitimate rights to any voice data (hereinafter "Voice Assets") uploaded or recorded for use in voice-related features. Voice Assets must be (i) the Member's own voice, or (ii) where they are the voice of a third party, a voice for which the Member has obtained lawful prior consent and usage rights from the rights holder. The Member shall be solely responsible for securing all rights and consents related to the Voice Assets.

Prohibited Acts: The Member shall not use voice-related features to engage in any of the following acts:

  • Reproducing or synthesizing the voice of any other person (including public figures, celebrities, and politicians) without their consent;
  • Impersonating any individual using synthetic speech, or using it for fraudulent acts such as voice phishing or telecommunications-based financial fraud;
  • Generating or distributing unlawful or inappropriate content using synthetic speech, such as disinformation, defamation, discrimination or hate speech, or pornography;
  • Otherwise violating relevant laws or infringing upon the rights of any third party.

Responsibility for Generated Voice Content: All legal responsibility arising from the use of synthetic speech, and of content containing it, generated by the Member through voice-related features rests entirely with the Member, and the Company assumes no responsibility whatsoever.

Indemnification for Third-Party Rights Infringement: If a dispute arises because Voice Assets uploaded by a Member, or synthetic speech generated by a Member, infringe upon a third party's voice rights, portrait rights, right of publicity, copyright, or other rights, the Company shall not assume any responsibility. If the Company suffers damages or receives a claim from a third party due to this, the Member must indemnify and hold the Company harmless at their own expense and responsibility, and compensate the Company for all damages incurred.

Measures Upon Violation: If a Member is reasonably suspected of violating this Article, or if a report of infringement is received from a third party, the Company may delete the relevant Voice Assets and voice cloning model, or restrict the Member's use of the Service, without prior notice.

Retention and Deletion of Voice Models: The Member may request the deletion of their Voice Assets and voice cloning model at any time, and the Company shall destroy them without delay except as required by relevant laws. Details regarding the collection, use, and retention of Voice Assets are governed by the Privacy Policy.

(Effective as of July 3, 2026)

Policy on the YouTube Upload Feature and Use of YouTube API Services

Use of YouTube API Services and Agreement to Terms: The Company uses YouTube API Services to provide a feature that uploads videos created by the Member directly to the Member's YouTube channel (the "YouTube Upload Feature"). By using the YouTube Upload Feature, the Member is deemed to agree to, and to be bound by, the YouTube Terms of Service (https://www.youtube.com/t/terms). The Google Privacy Policy (https://policies.google.com/privacy) applies to the Member's YouTube account integration and the processing of related data.

Access and Revocation of Integration: The Member may revoke the access granted to Fika Clip at any time through the disconnection feature within the Service or via the Google account security settings page (https://myaccount.google.com/permissions).

Member Responsibility for Uploaded Content: The Member warrants that all content uploaded to YouTube complies with the YouTube Community Guidelines, the YouTube Terms of Service, and other applicable policies. Content that violates these may be removed by YouTube, or the Member's YouTube account may be subject to penalties, and the Member shall be solely responsible for such matters. Responsibility for the copyright and legality of the content uploaded by the Member rests entirely with the Member as set forth in these Terms.

Privacy Status and Made for Kids Designation: The Member directly selects the privacy status (public, unlisted, or private) when uploading a video, and the Company does not change the privacy status of an uploaded video without the Member's express consent. The Member is responsible for accurately designating content that is Made for Kids where applicable.

Limitation of Liability: The YouTube Upload Feature depends on the API services provided by Google and YouTube. The Company shall not be liable for any restriction or failure of the Upload Feature arising from reasons beyond the Company's control, such as changes in Google/YouTube policies, service interruptions, API quota limitations, or authentication expiration. However, this shall not apply if such failure occurs due to the intentional acts or negligence of the Company.

(Effective as of July 8, 2026)

Policy on Social Platform Uploads via an External Integration Service (Post for Me)

Use of the External Integration Service: To reliably provide features that upload videos to social platforms linked by the Member, such as the YouTube Upload Feature, the Company uses Post for Me (operated by Day Moon Development LLC; the "Integration Service"), an external integration service. When the Member uses an upload feature, the video file to be uploaded, the upload information entered by the Member (title, description, tags, category, privacy status, scheduled time, thumbnail, etc.), and account connection information (authentication tokens, channel identifiers, etc.) may be processed via the Integration Service's systems.

Processing of Personal Information: Details regarding the processing of personal information, including the delegation of personal information processing to the Integration Service, are governed by the Privacy Policy.

Matters Regarding YouTube API Services: Matters regarding the YouTube Upload Feature and the use of YouTube API Services (agreement to the YouTube Terms of Service, how to revoke access, the Member's responsibility for uploaded content, etc.) are governed by the "Policy on the YouTube Upload Feature and Use of YouTube API Services" (effective as of July 3, 2026) in these Terms.

Limitation of Liability: Social platform upload features depend on the APIs and systems provided by the respective platform operators (such as Google/YouTube) and the Integration Service. The Company shall not be liable for any restriction or failure of upload features arising from reasons beyond the Company's control, such as policy changes, failures, service interruptions, or processing delays of such external services. However, this shall not apply if such failure occurs due to the intentional acts or negligence of the Company.

(Effective as of September 9, 2026)

Policy on Social Platform Uploads via an External Integration Service (PostPeer)

Addition of the External Integration Service: To reliably provide features that upload and schedule videos to the social platforms linked by the Member, such as YouTube, TikTok, and Instagram (the "Social Upload Features"), the Company uses PostPeer (postpeer.dev; the "Integration Service"), an external integration service. When the Member uses the Social Upload Features, the video file to be uploaded, the upload information entered by the Member (title, description, tags, category, privacy status, scheduled time, thumbnail, etc.), and account connection information (authentication tokens, account or channel identifiers, etc.) may be processed via the Integration Service's systems.

Connection of Social Platform Accounts: To use the Social Upload Features, the Member must connect their own account through the authentication procedure provided by each social platform (such as OAuth), and will grant the permissions required by each platform (such as uploading and reading account information) in the course of the connection. The Member shall connect only accounts for which the Member holds legitimate authority and shall not connect the account of any other person without authorization. The Member may disconnect the integration and revoke the granted permissions at any time through the disconnection feature within the Service or the account settings of each platform.

Compliance with Platform Terms and Policies: All content uploaded by the Member to YouTube, TikTok, Instagram, or other platforms through the Social Upload Features must comply with the terms of service, community guidelines, and other applicable policies of each platform (including the YouTube Terms of Service, https://www.youtube.com/t/terms). Content that violates these may be removed by the platform, or the Member's platform account may be subject to penalties, and the Member shall be solely responsible for such matters. Matters regarding the use of YouTube API Services are governed by the "Policy on the YouTube Upload Feature and Use of YouTube API Services" (effective as of July 3, 2026) in these Terms.

Scheduled Publishing: Where the Member sets a scheduled publishing time, the upload is processed at the scheduled time through the Integration Service. Whether and how a scheduled upload can be cancelled or modified is subject to the guidance within the Service, and any modification or deletion after publishing must be performed directly on the relevant platform. The actual publishing time may be delayed depending on the processing status of each platform and the Integration Service.

Processing and Cross-Border Transfer of Personal Information: Details regarding the processing of personal information, including the delegation of personal information processing to the Integration Service and cross-border transfer, are governed by the Privacy Policy.

Limitation of Liability: The Social Upload Features depend on the APIs and systems provided by the respective platform operators (such as Google/YouTube, TikTok, and Meta) and the Integration Service. The Company shall not be liable for any restriction or failure of the Social Upload Features arising from reasons beyond the Company's control, such as policy changes, failures, service interruptions, API quota limitations, authentication expiration, or processing delays of such external services. However, this shall not apply if such failure occurs due to the intentional acts or negligence of the Company.