SaaS Subscription and Software Licence Agreement

Version [VERSION] · Effective [DATE]

Which document applies to you. This Agreement is for production companies and businesses subscribing to the Production plan or signing an order form. If you subscribed on your own card as an individual, the plain-language Terms of Service govern your subscription, and nothing here reduces the rights that consumer law gives you. Where the two documents conflict for a business customer, this Agreement prevails.

The one thing to take from this document. Breakdown27 produces working material, not verified production data. Everything it extracts — elements, page counts, cast days, schedules, quantities — must be reviewed by a competent professional before anyone spends money, signs a contract, hires a crew or plans a shooting day on it. That obligation is Section 6, and it is the clause the rest of this Agreement is built on.

1. Parties and scope

This SaaS Subscription and Software Licence Agreement (the "Agreement") governs access to and use of the Breakdown27 platform, software, applications, algorithms, AI-assisted features, automated analysis tools and related services (together, the "Service"), made available by [LEGAL COMPANY NAME], a company incorporated under the laws of Italy, with registered office at [REGISTERED ADDRESS], VAT and registration number [VAT NUMBER] (the "Provider").

By creating an account, purchasing or activating a subscription, or accessing the Service, the customer identified at registration or in the applicable order form (the "Customer") agrees to be bound by this Agreement.

2. Purpose of the Service

Breakdown27 is a software-as-a-service platform that assists professionals in film, television and audiovisual production with screenplay analysis, production breakdown, and the identification and classification of scenes, characters, locations, props, costumes, vehicles, animals, special effects, visual effects, stunts, makeup and hair requirements, scheduling and budgeting information, reports, summaries and structured data extraction.

The Service may use automated systems, algorithms, machine-learning technologies and large language models to analyse material supplied by the Customer and to generate suggested classifications, extractions, summaries and estimates.

The Service is a professional assistance tool. It is not a replacement for the Customer's professional judgment, production personnel or qualified human review.

3. Business use — and what happens if you are a consumer

This Agreement is written for customers acting in the course of a trade, business or profession. The Customer confirms it is subscribing for professional purposes.

That confirmation does not, by itself, decide the question. If the person subscribing is in fact a consumer within the meaning of applicable EU or national law, the mandatory protections of consumer law apply regardless of anything in this Agreement, and the limitations in Sections 13 and 15 apply only so far as that law permits. In that case the Terms of Service are the governing document.

4. Subscription and limited licence

Subject to payment of the applicable fees, the Provider grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Service during the subscription period. No ownership rights in the Service pass to the Customer.

Except where mandatory law expressly permits, the Customer shall not:

copy or reproduce the Service;
reverse engineer, decompile or disassemble it;
attempt to discover its source code, models, algorithms or architecture;
circumvent technical limitations or security measures;
resell, sublicense or commercially redistribute access;
use the Service to develop or train a competing product;
perform automated extraction or scraping of the Service;
allow unauthorised third parties to access it.

5. Automated outputs, and the fact that they contain errors

Parts of the Service work through automated systems and produce results by probabilistic, statistical or algorithmic means: scene, character, location, prop and costume identification; element classification; screenplay interpretation; timings; quantities; summaries; suggested categories; estimates; schedules; reports. All of it is referred to here as "Automated Outputs".

The Customer acknowledges that Automated Outputs may:

be incomplete, or contain inaccuracies and omissions;
misread the source material or misclassify a production element;
report elements that are not in the screenplay;
fail to report elements that are;
duplicate or contradict themselves;
become outdated when a new draft arrives;
differ when the same material is processed a second time;
differ from the reading a qualified production professional would reach.

Automated Outputs are suggestions and working material. They do not become verified production data by being displayed, exported or processed through the Service.

6. Mandatory human review

6.1 The Customer shall ensure that Automated Outputs are reviewed and validated by a competent human professional before they are relied on. This applies in particular before using any Automated Output for production planning, scheduling, budgeting, purchasing, hiring, casting, contracting, crew or equipment allocation, location management, transport, insurance, safety planning, legal or regulatory compliance, shooting decisions, call sheets, production reports or financial commitments.

6.2 The Customer shall not rely exclusively on an Automated Output where an incorrect or incomplete result could cause financial loss, production disruption, contractual consequences or safety risks.

6.3 The Customer is solely responsible for deciding whether an Automated Output is accurate, complete and suitable for its intended use, and remains responsible for every decision taken with it.

6.4 Where the Customer gives access to employees, contractors, producers, assistant directors, production managers or other authorised users, the Customer shall ensure those persons know of and comply with this Section.

6.5 The Service supports this obligation rather than assuming it has been met: every exported file carries a review warning, and the Customer is asked to confirm that a person has reviewed the breakdown before exporting. That confirmation is recorded in the project log. Neither the warning nor the confirmation transfers the obligation to the Provider.

7. No professional advice

The Service and its Automated Outputs are not legal, accounting, tax, insurance, employment, health and safety, engineering or financial advice, and are not any other form of regulated professional advice. Where such advice is needed, the Customer must consult a qualified professional.

8. Customer materials

The Customer keeps every right it lawfully holds in the screenplays, production documents, files, photographs, schedules and breakdowns it uploads ("Customer Materials"). The Customer grants the Provider a limited right to process Customer Materials only as far as necessary to provide, maintain and secure the Service, to perform the processing the Customer requests, to resolve technical problems and to comply with the law.

The Customer confirms it holds the rights and permissions needed to upload and process Customer Materials through the Service.

9. Confidential and unreleased material — and what we do not do with it

Customer Materials routinely include unreleased screenplays and commercially sensitive information. The Provider commits that:

Customer Materials are never used to train any model, by the Provider or by any supplier;
material sent to an AI supplier for analysis is sent under contractual terms that prohibit training on it and provide for zero retention beyond the processing of the request;
Customer Materials are not sold, shared or disclosed to anyone outside the suppliers named in Section 10;
the screenplay PDF is read in the Customer's own browser, and only the extracted text of scenes selected for AI analysis leaves it.

The Provider maintains technical and organisational measures appropriate to this material. No internet-based system offers absolute security, and the Customer remains responsible for deciding whether the Service is appropriate for material under unusually restrictive studio-security or contractual requirements.

10. Suppliers and subprocessors

The Service depends on the following suppliers, acting as processors or subprocessors:

Vercel — application hosting and delivery.
Neon — database hosting, in the European Union (Frankfurt).
Anthropic — AI analysis of screenplay text, under zero-retention terms.
Stripe — payment processing.
Resend — transactional email.

The Provider may replace or add suppliers where reasonably necessary for the operation, security or development of the Service, and will give the Customer notice of any change affecting the processing of personal data, so that the Customer may object as provided in the Data Processing Agreement.

11. Availability

The Provider will use commercially reasonable efforts to keep the Service available. Unless a separate written Service Level Agreement says otherwise, the Provider does not guarantee uninterrupted availability, error-free operation, the permanence of any particular feature, specific processing times, compatibility with every device, or the indefinite preservation of every uploaded file.

The Service may be unavailable because of maintenance, upgrades, security measures, infrastructure or telecommunications failures, third-party failures, cyber incidents or force majeure.

12. Beta and experimental features

Features marked beta, experimental or preview may change, be suspended or be withdrawn at any time and may be less reliable than generally released functionality. The Customer assumes the risks of using them.

13. No warranty of production accuracy

To the maximum extent permitted by law, the Provider does not warrant that the Service will identify every production element in a screenplay, classify every element correctly, produce a complete breakdown, reproduce the judgment of an assistant director, production manager or line producer, generate accurate budgets or schedules, prevent production errors, or meet the requirements of any particular production.

14. Customer decisions

Every production, financial, contractual, creative and operational decision the Customer takes using the Service remains the Customer's decision. The Provider does not direct, supervise or control the Customer's production activities. The Service is one information-processing tool among the Customer's resources and is to be used together with professional judgment.

15. Limitation of liability

Nothing in this Agreement excludes or limits liability where the law does not allow it, including — under Article 1229 of the Italian Civil Code — liability for wilful misconduct (dolo) or gross negligence (colpa grave). Subject to that, and to the maximum extent permitted by law:

15.1 Excluded losses. The Provider is not liable for indirect, incidental, consequential, special or punitive loss, including loss of profit, revenue, opportunity or anticipated savings; lost production time; production delays; additional production expenses; reshooting costs; loss or corruption of data; loss of contracts or goodwill; reputational damage; or claims arising from decisions taken on unverified Automated Outputs.

15.2 Failure to review. Without prejudice to liability that cannot lawfully be excluded, the Provider is not liable for loss resulting from the Customer's failure to carry out the review required by Section 6.

15.3 Cap. The Provider's total aggregate liability arising out of or relating to the Service or this Agreement shall not exceed the total subscription fees actually paid by the Customer to the Provider in the twelve (12) months immediately preceding the event giving rise to the claim, or the fees paid during a shorter subscription period if the subscription has run for less than twelve months.

15.4 Allocation of risk. The Customer acknowledges that the subscription fees reflect the allocation of risk set out in this Agreement, and that the Provider would not offer the Service on the same economic terms without these limitations.

16. Customer indemnity

So far as the law permits, the Customer shall indemnify the Provider and its directors, employees and contractors against third-party claims arising from Customer Materials uploaded without sufficient rights, unlawful use of the Service, infringement of third-party intellectual property through Customer Materials, breach of this Agreement, or use of unverified Automated Outputs contrary to Section 6.

17. Intellectual property in the Service

All intellectual property in the Service — software, interfaces, databases, algorithms, models, architecture, trademarks, logos, documentation, workflows and proprietary processing methods — remains the property of the Provider or its licensors. Nothing in this Agreement transfers it.

18. Ownership of outputs

As between the parties, and subject to third-party rights, the Customer owns the breakdowns, schedules, reports and exports produced from its own Customer Materials and may use them without restriction for its production and commercial activities, including passing them to financiers, insurers, co-producers and crew. The Provider claims no rights in them.

This does not transfer ownership of the Provider's underlying software, algorithms, models, prompts or methodology.

19. Fees, renewal and taxes

Access is provided on a subscription basis. Fees, billing periods, usage limits and included functionality are those stated at purchase or in the order form. Fees are exclusive of VAT and other applicable taxes.

Where the Customer chooses an automatically renewing subscription, it renews for successive billing periods unless cancelled before the renewal date through the cancellation procedure made available in the Service. The Customer authorises the Provider or its payment processor to charge the fee on renewal.

20. Changes to the Service

The Provider may modify, improve or update the Service, including its interface, functionality, models and underlying technology, and may discontinue functionality where reasonably necessary for technical, security, legal or commercial reasons. Where a change materially reduces the principal functionality of a paid subscription, the Provider will make reasonable efforts to give notice in advance.

21. Suspension

The Provider may suspend access where reasonably necessary because of non-payment, suspected unlawful activity, breach of this Agreement, security threats, misuse, risk to the Service or other customers, or legal requirements.

22. Termination, and what happens to your material

Either party may terminate as permitted by the applicable subscription terms. The Provider may terminate or suspend for material breach by the Customer. On termination the Customer's right to access the Service ends.

Retention. After termination the Customer may export its Customer Materials for [30] days. After that period the Provider deletes them from active systems within [90] days, and from backups on the normal backup rotation. The Customer may request earlier deletion at any time.

Provisions intended by their nature to survive termination remain in force, including those on intellectual property, limitation of liability, confidentiality, payment and applicable law.

23. Data protection

Each party shall comply with applicable data-protection law, including Regulation (EU) 2016/679 (GDPR). Where the Provider processes personal data on the Customer's behalf as processor, that processing is governed by a Data Processing Agreement meeting Article 28 GDPR. The Customer remains responsible for the lawful basis of any personal data it uploads — which, in a screenplay or a crew list, it very often will.

24. Security and the Customer's own copies

The Provider maintains technical and organisational safeguards appropriate to the Service. The Customer is responsible for the confidentiality of its credentials, for limiting account access to authorised users, for device security, and for telling the Provider promptly about suspected unauthorised access.

Unless the subscription plan expressly says otherwise, the Service is not the Customer's sole archive. The Customer is responsible for keeping independent copies of production-critical information.

25. Force majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil disturbance, labour disputes, government action, telecommunications or power failures, cloud-platform outages and cyberattacks. This does not excuse payment obligations already due.

26. General

This Agreement, with any order form, Data Processing Agreement and Privacy Policy, is the entire agreement on its subject matter. If a provision is invalid it is to be read down to the minimum extent needed to make it enforceable, and the rest continues. Failure to enforce a provision is not a waiver. The Customer may not assign this Agreement without the Provider's written consent; the Provider may assign it in a merger, reorganisation or sale of the business.

This Agreement is governed by Italian law. To the extent permitted, the courts of [CITY], Italy have exclusive jurisdiction.

27. Specific approval of clauses (Articles 1341 and 1342 Italian Civil Code)

Under Articles 1341 and 1342 of the Italian Civil Code, certain clauses in standard terms prepared by one party require the other party's specific approval, given separately from acceptance of the terms as a whole. The Customer specifically approves:

Section 5 (Automated outputs contain errors) · Section 6 (Mandatory human review) · Section 9 (Confidential material) · Section 10 (Suppliers and subprocessors) · Section 11 (Availability) · Section 12 (Beta features) · Section 13 (No warranty of production accuracy) · Section 14 (Customer decisions) · Section 15 (Limitation of liability) · Section 16 (Customer indemnity) · Section 19 (Automatic renewal) · Section 20 (Changes to the Service) · Section 21 (Suspension) · Section 22 (Termination and retention) · Section 24 (Customer's own copies) · Section 25 (Force majeure) · Section 26 (Assignment and jurisdiction).

These clauses are approved through a second, separate acceptance, given after and distinct from acceptance of the Agreement as a whole.

28. Contact

[LEGAL COMPANY NAME]
[REGISTERED ADDRESS]
VAT [VAT NUMBER]
ciao@breakdown27.com

Automated outputs — the notice that travels with every file. Breakdown27 is a professional assistance tool. Automated and AI-generated outputs may contain errors, omissions and incorrect interpretations. All outputs must be reviewed and validated by a competent human professional before being used for production, financial, contractual or safety decisions. This warning is printed on every page of every PDF and at the foot of every sheet the Service exports.