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DRAFT. Prepared 2026-08-08 without external legal review. To compensate, every clause is deliberately drafted on the most consumer-protective setting available. Administrative actions required before these terms go live are tracked in 00-OWNER-CHECKLIST.md. Do not publish or take payment until the placeholders are filled and the checklist items marked pre-launch are done.

Membership Agreement (Terms of Service)

Nocturnal Studios Founder Programme

Effective from: 2026-08-12 Current version published at: https://nocturnalstudios.app/legal

1. Parties, scope and structure of this Agreement

1.1 Who we are. These Terms are entered into with Caglar (Charly) Tekin, sole proprietor, Altmannstrasse 16, 9012 St. Gallen, Switzerland, trading as Nocturnal Studios ("we", "us", "our", "Nocturnal Studios"). You can reach us at any time at support@cyvril.com.

If we later trade through a company instead, we will tell you in writing, and the change will not reduce any right you have under this Agreement.

1.2 Who you are. These Terms are entered into with the individual who is invited to and purchases a Founder Seat (the "Member", "you", "your"). Membership is personal to one named individual. If you are purchasing in the name of a company, the named individual using the Membership must still be identified in the Order Confirmation and remains bound by these Terms.

1.3 What this Agreement covers. This Membership Agreement is the master contract between us. It governs your Founder Seat, your access to the Programme, the Community, the Software and the Credits, together with the following documents, each of which forms part of this Agreement:

  • (a) the Refund, Cancellation and Withdrawal Policy;
  • (b) the Community Guidelines;
  • (c) the Earnings and Results Disclaimer;
  • (d) the Privacy Policy and Cookie Notice;
  • (e) the Payment Plan Addendum, if you purchase using a Payment Plan;
  • (f) the 1:1 Coaching Add-on Agreement, if you purchase that add-on;
  • (g) your Order Confirmation.

1.4 Order of precedence. If there is a conflict, the Order Confirmation prevails over this Agreement for commercial terms specific to you (price, ramp step, named entitlements), and this Agreement prevails over the other documents listed in clause 1.3 for everything else. Where a mandatory rule of consumer law applicable to you conflicts with any of these documents, that mandatory rule prevails (see clause 24).

1.5 Defined terms. Capitalised terms used in this Agreement have the meanings given in clause 2. The Payment Plan Addendum and the 1:1 Coaching Add-on Agreement incorporate this Agreement by reference and use the same defined terms without repeating them.

2. Definitions

2.1 "Agreement" means this Membership Agreement together with the documents listed in clause 1.3.

2.2 "Programme" means the Nocturnal Studios Founder Programme: a private, invite-only membership comprising (a) access to the Community, (b) tutorials and teaching content on creating music and music videos with AI tools and on developing and monetizing a YouTube channel, (c) access to the Software while it is in pre-public testing, (d) access to an AI coaching assistant, and (e) live sessions. The Programme is educational and provides guidance only. It does not include, promise or predict any commercial result (see clause 19).

2.3 "Founder Seat" means one personal, non-transferable membership in the Programme, sold for a one-time fee at the per-seat price stated in your Order Confirmation.

2.4 "Order Confirmation" means the confirmation we send you after your purchase completes, which states the price you paid or agreed to pay, the payment method (one-time payment or Payment Plan), your ramp step, your Founder-only entitlements, and the start date of your Membership.

2.5 "Membership" means your rights of access under this Agreement as the holder of a Founder Seat.

2.6 "Community" means the private discussion spaces, member directory, live sessions, and any other member-only channels we operate for the Programme.

2.7 "Course Content" means the tutorials, teaching content, recordings, written materials, templates, prompts, checklists, worksheets and session recordings we make available in the Programme.

2.8 "Software" means our web software for image, video and music-video creation made available to Members while it is in pre-public testing, including the AI coaching assistant and any successor or public version of that software to which your access is migrated under clause 14.

2.9 "Credits" means the units of account used to meter generation operations in the Software.

2.10 "Credit Plan" means a recurring subscription plan under which Credits are made available to you each billing period, purchased separately from the Founder Seat.

2.11 "Outputs" means images, video, audio, text and other material you generate using the Software.

2.12 "Feedback" means any suggestion, bug report, idea, request or comment you give us about the Software, the Programme or the Course Content.

2.13 "Payment Plan" means the three-installment payment option described in clause 10 and governed in detail by the Payment Plan Addendum.

2.14 "Coaching Add-on" means the separately purchased 1:1 coaching service governed by the 1:1 Coaching Add-on Agreement.

2.15 "Minimum Term" means the minimum period for which we commit to operate the Programme, as stated in clause 6.2.

2.16 "Lifetime" has the meaning given in clause 6.1 and no other meaning.

3. Eligibility and invitation

3.1 Invite-only. The Programme is private and invite-only. A Founder Seat can only be purchased through an individual invitation and an individual checkout link or session issued to you. Invitations are personal and may not be forwarded, shared or resold.

3.2 Age and capacity. You must be at least 18 years old and have full legal capacity to enter into this Agreement.

3.3 Accuracy. You must give accurate registration and billing details, including your country of residence, and keep them current. We rely on your stated country of residence for tax, consumer-law and eligibility purposes.

3.4 Number of seats. Founder Seats are made available in limited numbers per ramp step. We are not obliged to offer a Founder Seat to any person, and we may decline or withdraw an invitation before purchase for any lawful reason.

4. Geographic restriction (Germany)

4.1 The Programme is not addressed to, marketed to, or sold to persons resident in Germany. We do not accept purchases from, and do not enter into this Agreement with, residents of Germany. Where our checkout or onboarding identifies a German place of residence, the purchase will be declined or, if already completed, cancelled and refunded in full.

4.2 If you relocate to Germany during your Membership, you must tell us. We may, at our option, continue your Membership, suspend the teaching components, or terminate this Agreement and refund a fair proportion of the fee for the unexpired part of the Minimum Term.

4.3 If, despite clause 4.1, a person resident in Germany completes a purchase, that person may at any time ask us to unwind the contract and we will refund every amount paid in full, without deduction for use, and without requiring a reason. We will not rely on any term of this Agreement to resist that refund.

5. What a Founder Seat includes

5.1 Included. Subject to this Agreement and to payment in full, a Founder Seat includes for the duration described in clause 6:

  • (a) access to the Community;
  • (b) access to the Course Content as it exists and as it is updated during your Membership;
  • (c) access to the Founder tier of the Software while it is in pre-public testing, and to its successor tier after any migration under clause 14;
  • (d) access to the AI coaching assistant;
  • (e) attendance at live sessions we schedule for Members, and access to their recordings where we make recordings available;
  • (f) the Founder-only entitlements identified in your Order Confirmation;
  • (g) the first month of your Credit Plan at no additional charge, as described in clause 8.4.

5.2 Not included. A Founder Seat does not include: the Coaching Add-on; Credit Plan charges after the first included month; any third-party product, subscription, model provider account, software licence or hardware you may need; any separately sold future product; any service we identify in writing as a separate paid offering.

5.3 Nature of the Programme. The Programme is education and guidance. We teach methods, show our own work, and give feedback. We do not act as your agent, manager, distributor, publisher, accountant, tax adviser or lawyer, and nothing in the Programme is financial, legal or tax advice.

5.4 Delivery and evolution. We may add, change, reorganise or retire individual pieces of Course Content, individual Community channels, and the format or frequency of live sessions, provided that the Programme as a whole continues to deliver the components described in clause 2.2.

6. Meaning and scope of "Lifetime"

6.1 Definition. "Lifetime" means the lifetime of the Nocturnal Studios Founder Programme, not the lifetime of any individual.

6.2 Minimum commitment. We commit to operating the Programme for a minimum of 36 months from the start date of your Membership stated in your Order Confirmation.

6.3 If we discontinue the Programme. If we permanently discontinue the Programme, we will give you at least 90 days' written notice, keep your Outputs and your Course Content access exportable throughout that notice period, and provide, at our election: (a) a pro-rata refund of the Founder Seat fee calculated against the unexpired part of the Minimum Term, or (b) migration to the equivalent publicly available tier of the Software at no charge for the remainder of the Minimum Term.

6.4 Successor obligation. If Nocturnal Studios is sold, or if its business or assets are transferred, the acquirer must honour these Founder terms or reimburse the Founder Seat fee. We will make this obligation a condition of any such transaction.

6.5 What Lifetime covers. Lifetime access covers the Community, the Course Content as it exists and is updated, and the Founder tier of the Software. It does not cover third-party costs, Credit Plan charges beyond the first included month, future separately sold products, or the Coaching Add-on.

6.6 After the Minimum Term. The 36-month Minimum Term in clause 6.2 is a fixed, binding operating commitment, not an indefinite one. After it expires we intend to keep the Programme running, and if we ever stop we will do so only on the terms in clause 6.3, which continue to apply after the Minimum Term has passed.

7. The Software (pre-public testing)

7.1 Beta status. The Software is made available to Members while it is in pre-public testing. It is provided "as is" and "as available" and may contain defects, inaccuracies, incomplete features and limited security protections.

7.2 No service levels. The Software is not subject to service level commitments, uptime guarantees or support obligations. Availability may be interrupted for maintenance, capacity management or reasons outside our control.

7.3 Change and discontinuation. The Software, and any individual feature of it, may be changed, modified, suspended or discontinued at any time without prior notice. Features available during pre-public testing may never become generally available.

7.4 No support obligation. We have no obligation to maintain, correct, update or support the Software, although in practice we intend to and we will use the Community as the primary support channel.

7.5 Your data and Outputs. You are responsible for keeping your own copies of your Outputs and source material. We recommend downloading anything you rely on. If the pre-public testing phase ends, or if the Software is discontinued, we will give you at least 30 days' notice and a means to export your stored Outputs before any deletion. We do not warrant that stored assets will be retained beyond that period.

7.6 Feedback licence. You grant us a perpetual, worldwide, irrevocable, royalty-free, sublicensable licence to use, reproduce and incorporate Feedback in our products and services without obligation, attribution or compensation.

7.7 Acceptable use of generation. You must not use the Software to create or distribute: content that is unlawful in your jurisdiction or ours; content that infringes another person's intellectual property; sexual content involving minors or any content that sexualises minors; content depicting a real, identifiable person's likeness or voice without the rights or consent required for your intended use; content designed to deceive as to its origin in a way that is unlawful; or content that violates the terms of an upstream model provider. You are responsible for the lawfulness of the material you upload as input and of the Outputs you publish.

7.8 Suspension for abuse. We may suspend access to the Software immediately where we reasonably believe clause 7.7 has been breached, where an upstream provider requires it, or where continued use presents a security, cost or legal risk. Clause 21 governs what happens next.

8. Credits

8.1 What a Credit is. Credits meter generation operations in the Software. The number of Credits a given operation consumes is published in the Software and may change (see clause 8.5).

8.2 Credit Plans are separate. Credits are supplied under a recurring Credit Plan purchased separately from the Founder Seat. Credit Plan pricing, billing period and cancellation terms are stated at the point of purchase for that plan. You can cancel a Credit Plan online at any time, from your account, without contacting us and without giving a reason. Cancellation takes effect at the end of the billing period you have already paid for, and you keep access to that period's Credits until it ends. Before each renewal we send you a reminder email stating the renewal date, the amount that will be charged, and how to cancel.

8.3 Expiry, roll-over and refunds. Credits included in a billing period roll over to the following periods and stay usable for as long as your Credit Plan remains in force. If you cancel your Credit Plan, we will on request refund the cash value of any Credits you have paid for and not used, calculated at the price per Credit you paid, and we will not forfeit a prepaid balance. Where a generation operation fails for a reason attributable to us or to an upstream provider, we will restore the Credits consumed by that failed operation.

8.4 First month included. Your Founder Seat includes the first month of the Credit Plan identified in your Order Confirmation at no additional charge. After that month, the Credit Plan bills at the rate stated in your Order Confirmation unless you cancel it.

8.5 Founder rate lock, precisely scoped. As a Founder, the price you pay per Credit is locked at the rate stated in your Order Confirmation and will not increase for as long as your Membership is active and your Credit Plan remains in force without interruption. The Credit cost of individual operations is not locked: the number of Credits that a given generation consumes may change, with notice, as the underlying models and their costs change. In short: the price per Credit is locked; the Credits per operation are not.

8.6 Fair use. Where a plan is described as unlimited or as high-volume, that description is subject to fair and reasonable use. We may throttle, queue or temporarily limit generation capacity where an individual account's usage is materially out of proportion to normal Member usage or threatens platform stability or cost. We will tell you before applying a limit except where immediate action is necessary.

9. Fees, currency and taxes

9.1 Price. The price of your Founder Seat is the per-seat price stated in your Order Confirmation. Prices are not published in this Agreement. Founder Seat prices vary by ramp step and by the date of purchase.

9.2 Currency. Fees are charged in the currency stated at checkout. Your bank or card issuer may apply its own conversion charge, which is outside our control.

9.3 Taxes. Prices are stated inclusive or exclusive of value added tax, goods and services tax or similar taxes as indicated at checkout. Where we are required to collect such tax based on your country of residence, it is added at checkout and remitted by us. You are responsible for any tax obligation that arises on your side, including any local reverse-charge obligation if you purchase as a business.

Where tax is due on a sale to you and we have not collected it at checkout, we bear it. We will not go back to you for tax we failed to charge.

9.4 Payment method. Payment is taken by our payment processor. We do not store your full card details. You authorise the charges described in your Order Confirmation, including, where you choose a Payment Plan, the scheduled installment charges.

9.5 Price changes. The Founder Seat is a one-time fee and does not change after purchase. Credit Plan pricing is subject to clause 8.5. Prices for future, separately sold products are set at the time they are offered.

10. Payment Plan

10.1 Availability. Where offered, the Founder Seat may be purchased in three equal monthly installments instead of a single payment.

10.2 Same total, no interest, no fees. The Payment Plan total is identical to the one-time payment price for the same ramp step. No interest, premium, administration fee, convenience fee or other charge is added for using the Payment Plan.

10.3 The full balance remains owed. Choosing a Payment Plan is a way of paying for the Founder Seat, not a subscription that can be stopped at will. The full purchase price of the Founder Seat remains owed once the purchase is made, subject to clause 11 (withdrawal rights) and to the Payment Plan Addendum.

10.4 Detail. Missed payments, retries, notice, suspension and the consequences of default are governed by the Payment Plan Addendum, which forms part of this Agreement where you purchase using a Payment Plan. We never accelerate the remaining balance because an installment was missed.

11. Refunds, withdrawal and the service guarantee

11.1 The separate policy governs. The Refund, Cancellation and Withdrawal Policy sets out the operative detail and is incorporated into this Agreement. Clauses 11.2 to 11.6 state the substance.

11.2 Refunds outside the cancellation window. Every Member can cancel for a full refund within 14 days of purchase under clause 11.6. After that window closes, and outside the statutory rights in clause 11.4 and the remedies in clauses 6.3 and 21, the Founder Seat fee is not refundable in cash, and clause 11.3 applies instead.

11.3 Conditional service guarantee. Instead of a cash guarantee we give a service guarantee. If you (a) complete the onboarding checklist, (b) complete your first project through to publication, and (c) complete one full coaching cycle with us, and you are still not seeing results, we will continue to coach you at no additional cost until you do. This guarantee is a commitment of further service. It is not a promise of any commercial, financial or audience result (see clause 19), and it does not convert into a cash payment.

11.4 Statutory withdrawal right for consumers in the EU and the UK. If you are a consumer resident in the European Union or the United Kingdom, you have a statutory right to withdraw from this Agreement within 14 days of its conclusion, and we honour it. To withdraw, tell us before the 14 days expire at support@cyvril.com, by any clear statement. You do not need to give a reason. We will refund all payments received from you without undue delay and in any event within 14 days of being informed, using the same means of payment you used.

11.5 Express request to begin during the withdrawal period, and our waiver of the pro-rata charge. At checkout you are asked to expressly request that we begin providing the Programme immediately, during the 14-day withdrawal period, so that you get access straight away. If you make that request and then withdraw, the law would allow us to charge you a proportionate amount for what was actually supplied to you up to the moment you told us you were withdrawing. We do not charge it: we refund in full under clause 11.6, whatever you have already used. We do not treat your request to begin immediately as a waiver of your withdrawal right, and we do not ask you to waive it.

11.6 Universal 14-day cancellation right. Whoever you are and wherever you live, if you buy as a consumer you may cancel within 14 days of your purchase and receive a full refund of everything you have paid, with no deduction and without giving a reason. This applies in every country, and it applies however the sale was concluded, including where you bought during a telephone call or a video call, and including where you have already accessed the Community, the Course Content or the Software. To cancel, tell us at support@cyvril.com by any clear statement before the 14 days expire. We refund without undue delay and in any event within 14 days of being informed, using the same means of payment you used. We grant this right voluntarily, and it is intended to meet or exceed both the Swiss rules on revocation of contracts concluded by telephone or comparable simultaneous verbal communication (Art. 40a-40f OR) and the statutory withdrawal rights of consumers in the European Union and the United Kingdom. Where a statutory right gives you more than this clause does, the statutory right applies. The Refund, Cancellation and Withdrawal Policy sets out how to use this right.

11.7 Chargebacks. If you believe a charge is wrong, contact us first at support@cyvril.com. We will review it and, where we agree, refund it promptly. Initiating a chargeback or payment dispute without first contacting us is a material breach of this Agreement, and we may suspend or terminate your Membership while the dispute is open. Where a dispute is resolved in our favour, the amount disputed remains owed.

12. Intellectual property

12.1 What we own. We own, or are licensed to use, the Programme, the Course Content, the Software, its integrations with model providers, our branding, and the structure, curation and organisation of the Community. Nothing in this Agreement transfers any of that to you.

12.2 Your licence. We grant you a personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Course Content and the Software for your own use during your Membership, in accordance with this Agreement.

12.3 What you own. As between you and us, you own the Outputs you generate using the Software, and you own the material you upload as input. We claim no ownership over your Outputs.

12.4 Limits on what we can warrant about Outputs. Your rights in Outputs are subject to the terms of the upstream model providers whose models the Software calls, and to the law of your jurisdiction, which may not recognise copyright in material generated without sufficient human authorship. We cannot and do not warrant that you own, or can register, enforce or exclusively exploit, any particular Output. You are responsible for checking that your intended commercial use is permitted.

Clause 12.4 is information about how the law and the upstream providers' terms work. It is not an exclusion or limitation of our liability, and it does not affect any right you have under clause 20 or under any mandatory rule of consumer law. We will tell you in the Software which upstream providers a given generation uses and where their output terms can be read, so that you can check the position for yourself before you rely on an Output commercially.

12.5 No redistribution. You must not copy, record, republish, resell, sublicense, share, post publicly, or otherwise make available to any person outside the Programme any Course Content, session recording, template, prompt library, worksheet or other material we supply. This applies during and after your Membership. Breach of this clause is grounds for immediate termination under clause 21, with the refund position in clause 21.4, in addition to any other remedy available to us.

12.6 Licence to your Community contributions. You keep ownership of what you post in the Community. You grant us a non-exclusive, worldwide, royalty-free licence to host, display and distribute your posts within the Programme for the purpose of operating it, and to quote them anonymously for internal product improvement. We will not use your posts in public marketing without your separate consent.

13. Confidentiality of the Community

13.1 Discussions in the Community are confidential between Members. You must not disclose, publish, screenshot, forward, summarise for publication, or otherwise share outside the Programme: another Member's posts, questions, business figures, strategies, channel details, personal circumstances, or anything shared in a live session.

13.2 This obligation continues after your Membership ends. It does not prevent you from using, for your own business, the general knowledge, methods and skills you learn.

13.3 Breach of clause 13.1 is grounds for immediate termination under clause 21.

14. Platform evolution and Founder terms

14.1 Platform evolution and founder terms. The Software is currently provided to Members as part of the Founder Programme while it is in pre-public testing. We may at any time release the Software as a separate publicly available subscription service, and may migrate your access, account and content to that public platform on at least 30 days' notice, without additional charge and without interruption of your entitlements. On migration your founder terms carry over: your included Software tier remains included at no additional subscription cost for as long as your Membership is active, your generation-Credit price per Credit remains at the rate in effect when you joined, and any founder-only entitlements identified in your Order Confirmation continue to apply. Migration will not reduce the entitlements described in your Order Confirmation; if a public tier does not offer an equivalent entitlement, we will provide the nearest equivalent or the cash value of the difference. Features, interfaces, and the Credit cost of individual operations may change as described in clause 7 and clause 8.5.

14.2 New terms on migration. If the public service is operated under its own terms of service, those terms will govern your use of that service, except that this clause 14 and clauses 6 and 8.5 continue to apply to your Founder entitlements and prevail over any conflicting term of the public service.

15. Your account

15.1 One seat, one human. Your Membership is personal to you. You must not share your login credentials, allow another person to use your account, operate the account on behalf of a group, or transfer or resell your Founder Seat.

15.2 Enforcement. We log sessions, devices and access events for security, capacity management and enforcement. Account sharing is grounds for immediate termination under clause 21, with the refund position in clause 21.4.

15.3 Security. Keep your credentials secure and tell us promptly at support@cyvril.com if you believe your account has been accessed by someone else.

16. Community conduct

16.1 The Community Guidelines set out the rules of conduct in full and are incorporated into this Agreement. In summary, you must not: harass, abuse or discriminate against another Member; spam, or promote your own or a third party's paid offering without our permission; solicit or poach Members for another programme, agency or service; post another person's confidential or personal information; post unlawful content; or misrepresent your identity or results.

16.2 We moderate the Community. We may remove content, mute, restrict or remove a Member where the Community Guidelines are breached. Serious or repeated breaches lead to termination under clause 21.

16.3 Reasons and appeal. Whenever we remove or restrict your content, mute you, or restrict your access, we give you a written statement of reasons identifying what was removed or restricted, the specific rule we relied on, the facts we relied on, and whether the decision was made by a person or by automated means. You may appeal any such decision to us in writing, and we will review it and answer you with a reasoned decision within 14 days. If we agree with you we reverse the decision and restore the content or access.

17. Live sessions and the AI coaching assistant

17.1 Live sessions. We schedule live sessions for Members. Frequency, timing and format are set by us and may change. Attendance is not guaranteed to be possible for every Member in every time zone. Where we record a session we will make the recording available to Members, subject to clause 12.5.

17.2 Recording by Members prohibited. You must not record, transcribe for publication, or capture live sessions yourself.

17.3 AI coaching assistant. The AI coaching assistant generates responses automatically. Its answers may be incomplete, out of date or wrong. It is a study aid, not advice, and it is not a substitute for the human judgement of a professional. Do not rely on it for legal, tax, financial or contractual decisions. Clause 19 applies to it in full.

18. Data protection

18.1 We process personal data as described in the Privacy Policy and Cookie Notice, which is incorporated into this Agreement. It explains what we collect, why, on what legal basis, how long we keep it, who processes it on our behalf, and how to exercise your rights.

18.2 Where required, we maintain a representative in the European Union under Article 27 GDPR, and a United Kingdom representative where UK GDPR requires one. The current representatives are named in the Privacy Policy.

18.3 You may exercise any data protection right directly with us at support@cyvril.com, and we will answer within one month. Using a representative is never a condition of exercising a right, and we will not refuse a request because it did not go through one.

19. No guarantee of results, and anti-reliance

19.1 No earnings or results guarantee. We make no promise, warranty, guarantee or representation of any kind about your future income, revenue, audience size, subscriber count, watch time, monetization eligibility, brand deals, streaming placements, or any other commercial or creative outcome. We cannot and do not guarantee any level of earnings.

19.2 What determines your results. Any result you achieve depends on factors outside our control, including your skill, effort, consistency, taste, market conditions, platform policies and algorithm changes, and your existing audience and resources.

19.3 Our own figures are ours. Where we describe our own channels, projects or results, we are describing our own experience. It is not a representation about what you will achieve.

19.4 Anti-reliance acknowledgement. You acknowledge that you were not induced to enter into this Agreement by any income claim, earnings projection, results promise or performance forecast, whether made in a video, a call, a message, a post or otherwise, and that no such claim forms part of this Agreement.

19.5 Earnings and Results Disclaimer. The Earnings and Results Disclaimer is incorporated into this Agreement and applies to all of our marketing as well as to the Programme.

19.6 Limits of clause 19.4. Clause 19.4 records that we make no earnings claims. It does not exclude, and we will not use it to exclude, any liability or remedy you have for fraud, for fraudulent or negligent misrepresentation, or for a misleading commercial practice, and it does not affect any right you have under mandatory consumer law. If anything we actually said to you before you bought contradicts clause 19.1, tell us and we will cancel and refund you in full.

20. Liability

20.1 What we are responsible for. We are responsible for foreseeable loss and damage caused by our breach of this Agreement or by our negligence.

20.2 What we are not responsible for. To the extent permitted by the law that applies to you, we are not liable for: loss of profit, revenue, audience, business or opportunity; loss of or corruption of data or Outputs where you have not kept your own copies as recommended in clause 7.5; the acts, omissions, pricing, availability or terms of upstream model providers, platforms or payment processors; the consequences of a platform (for example YouTube) changing its policies, demonetising, restricting or removing your content; or any decision you take on the basis of Course Content, Community discussion, or the AI coaching assistant.

20.3 Cap. To the extent permitted by the law that applies to you, our total aggregate liability arising out of or in connection with this Agreement is limited to the total amount you have paid us under this Agreement, counting everything you have ever paid us and not only what you paid in any particular period.

20.4 What is never capped or excluded. The cap in clause 20.3 and the exclusions in clause 20.2 do not apply, and nothing in this Agreement excludes or limits our liability, for: wilful misconduct or unlawful intent; gross negligence; death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any other liability that cannot lawfully be excluded, limited or capped under the law that applies to you.

20.5 Savings. If a court or authority decides that any part of clause 20.2 or 20.3 is unfair, too broad or otherwise unenforceable against you, that part does not apply to you at all, the rest of this clause 20 continues in force, and your liability position is whatever the mandatory law of your country of residence gives you. We will not argue for a narrower reading of your rights than that law provides.

21. Suspension and termination

21.1 Your right to end. You may stop using the Programme at any time. Except where clause 11 gives you a refund right, stopping does not entitle you to a refund of the Founder Seat fee and, where you purchased using a Payment Plan, does not extinguish the remaining installments (see clause 10.3 and the Payment Plan Addendum).

21.2 Suspension for non-payment. Where you purchased using a Payment Plan, access may be suspended for non-payment under the ladder set out in the Payment Plan Addendum.

21.3 Termination by us for conduct. We may suspend or terminate your Membership immediately, with notice, if you: breach clause 7.7 (acceptable use), clause 12.5 (no redistribution), clause 13 (confidentiality), clause 15.1 (account sharing), or the Community Guidelines in a serious or repeated way; harass or endanger another Member or our staff; act unlawfully in connection with the Programme; or give us materially false information.

21.4 Refund on conduct termination. Termination under clause 21.3 does not forfeit what you have paid. Where we terminate under clause 21.3 we will refund the part of the Founder Seat fee that corresponds to the unexpired part of the Minimum Term in clause 6.2, calculated on a straight-line pro-rata basis from the date access ends. In addition: (a) where you purchased using a Payment Plan, we will cancel any installment that has not yet fallen due; and (b) we will refund any further amount that we are required to refund by a mandatory rule of consumer law applicable to you. We may set off against that refund any loss you have actually caused us by the breach, and if we do we will show you the calculation.

21.5 Effect of termination. On termination: your access to the Community, the Course Content and the Software ends; clauses 12 (intellectual property), 13 (confidentiality), 19 (no guarantee), 20 (liability), 22 (entire agreement) and 24 (governing law) survive; and we will give you 30 days to export your stored Outputs unless termination was for unlawful conduct.

21.6 Reinstatement. We may, at our discretion, reinstate a terminated Membership. We are not obliged to.

21.7 Reasons and appeal. Whenever we suspend or terminate your Membership or your access to the Software under clause 7.8 or this clause 21, we give you a written statement of reasons identifying the conduct, the specific clause we relied on, the facts we relied on, and whether the decision was made by a person or by automated means. You may appeal in writing, and we will review the decision and answer you with a reasoned decision within 14 days. If we agree with you we reinstate you and refund anything wrongly withheld.

22. Entire agreement and changes

22.1 Entire agreement. This Agreement, together with the documents listed in clause 1.3, is the entire agreement between us about the Programme and replaces every prior discussion, proposal, call, message, presentation, video and representation about it.

22.2 Changes to this Agreement. We may change this Agreement where the change is (a) required by law or by a payment network, tax authority or upstream provider, (b) needed to reflect a change in how the Programme or the Software works that is permitted by clauses 5.4, 7.3 or 14, or (c) otherwise reasonable and not to your material disadvantage. We will give you at least 30 days' notice of a material change by email and in the Community. If a material change puts you at a significant disadvantage, you may tell us within those 30 days, and we will either keep the previous terms for you or, where that is not workable, apply the remedy in clause 6.3.

22.3 Your Founder entitlements are protected. We will not use clause 22.2 to reduce the entitlements named in your Order Confirmation, to change the Founder Credit price lock in clause 8.5, or to shorten the Minimum Term in clause 6.2.

22.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, it is modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed. The rest of the Agreement continues in force.

22.5 No waiver. If we do not enforce a right under this Agreement immediately, that does not mean we give it up.

22.6 Assignment. You may not assign or transfer this Agreement or your Membership. We may assign this Agreement as part of a sale or transfer of the business, subject to clause 6.4.

22.7 Notices. We will send notices to the email address on your account. You send notices to support@cyvril.com. Notices take effect on the day they are sent, unless the sender receives a delivery failure.

23. Force majeure

We are not in breach of this Agreement, and are not liable, for a failure or delay caused by an event outside our reasonable control, including outages or policy changes at an upstream model provider, hosting provider, payment processor or distribution platform, network failure, act of authority, or serious illness affecting the sole proprietor. If such an event prevents delivery of the Programme for more than 60 consecutive days, either party may terminate this Agreement and clause 6.3 applies as if we had discontinued the Programme.

24. Governing law, jurisdiction and mandatory consumer law

24.1 Governing law. This Agreement is governed by Swiss law, excluding its conflict of law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

24.2 Venue. If you are not a consumer, the courts at our Swiss domicile have jurisdiction over any dispute arising out of or in connection with this Agreement. If you are a consumer, the preceding sentence does not apply to you: you may bring proceedings in the courts of the country where you have your habitual residence, and we will bring any proceedings against you only in those courts.

24.3 Mandatory consumer protection is unaffected. If you are a consumer, clauses 24.1 and 24.2 do not deprive you of the protection of the mandatory provisions of the law of the country in which you have your habitual residence, and do not deprive you of the right to bring proceedings in the courts of that country where the law of that country gives you that right. To the extent that the mandatory consumer protection law of your country of residence gives you rights that are more favourable than this Agreement, those rights apply.

24.4 Complaints first. Before starting proceedings, please contact us at support@cyvril.com so we can try to resolve the matter directly.

24.5 Alternative dispute resolution. If we cannot resolve a complaint directly, you are free to use any alternative or online dispute resolution body available to consumers in your country, and we will take part in good faith in any procedure before such a body that your national law makes available to you. Nothing in this Agreement requires you to arbitrate, and nothing in it takes away your right to go to court.

24.6 No worse than your home law. Clauses 24.1 and 24.2 are not intended to, and do not, place you in a worse position than the mandatory law of the country where you have your habitual residence. Where they would, that law applies instead and we will not argue otherwise.

25. Contact

Nocturnal Studios Caglar (Charly) Tekin, sole proprietor Altmannstrasse 16, 9012 St. Gallen, Switzerland support@cyvril.com

Current version of these Terms: https://nocturnalstudios.app/legal

End of Membership Agreement (Terms of Service). Draft prepared 2026-08-08 without external legal review.