ClipSuite Consumer Terms of Service
Last Updated: 02/24/2021
These ClipSuite Consumer Terms of Service apply to the individual consumer version of the ClipSuite Platform, and do not apply to our corporate clients. If you are a company or organization with a corporate ClipSuite Platform account (or the employee, agent or representative of such a company or organization), please visit our Corporate Terms of Service for terms and conditions applicable to our corporate customers.
BY SUBSCRIBING TO, OR ACCESSING OR USING, THE CLIPSUITE PLATFORM OR ANY OF THE OTHER CLIP SERVICES, YOU AGREE TO COMPLY WITH THESE TERMS OF SERVICE. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, USER MAY NOT ACCESS THE CLIPSUITE PLATFORM OR OTHERWISE USE ANY CLIP SERVICES.
THESE TERMS OF SERVICE CONTAIN AN ARBITRATION PROVISION, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST CLIP TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION PROVISION, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST CLIP ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. THESE TERMS OF SERVICE ALSO CONTAIN OTHER LIMITATIONS ON YOU, INCLUDING LIMITATIONS ON CLIP’S LIABILITY AND CERTAIN DISCLAIMERS, AND YOU SHOULD READ THESE TERMS CAREFULLY.
1. User’s Acknowledgment and Acceptance of Terms.
1.1 Agreement. Clip Automation, Inc., a Delaware corporation (referred to as “Clip” or “us” or “we” or “Company” or similar terms) provides Users (as defined below) with access to its proprietary software platform known as the ClipSuite Platform for individual users (the “Platform”), which accelerates product development and manufacturing by automating design workflow and consolidating information from all sources in a single workspace, and is made available on a software-as-a-service basis. The Platform is accessible to Users via the www.clipsuite.com website (collectively, the “Site”) and may be accessible via one or more Clip Apps (as defined below). Clip provides the Platform, the Site, App, and all of our other Services subject to User’s compliance with all the terms, conditions, policies and notices contained or referenced herein (these “Terms”, “Terms of Service” or this “Agreement”), as well as any other written or electronic agreement between Clip and a particular User. In addition, when using the Platform, Site, App and/or other Services, Users shall be subject to any posted guidelines, rules or documentation (if any) applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Service (e.g. an Authorized Use Policy). All such guidelines, rules or documentation are hereby incorporated by reference into these Terms of Service. BY ACCESSING OR UTILIZING THE PLATFORM (WHETHER VIA THE SITE OR THE APP), OR OTHERWISE UTILIZING ANY OF THE SERVICES AND/OR REGISTERING WITH US (INCLUDING BY CLICKING “I AGREE” OR “I ACCEPT” OR OTHER SIMILAR ACKNOWLEDGEMENT TO THESE TERMS IF PRESENTED TO YOU), YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE INCLUDING OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF SERVICE, PLEASE EXIT AND CEASE ALL USE OF THE PLATFORM, THE SITE, THE APP AND ALL RELATED SERVICES NOW.
1.2 Effective Date; Right to Modify; Binding Effect of Continued Use. These Terms of Service are effective as of the date that you first visit the Site, download/install/access the App or otherwise first access the Platform or any of our related Services (including if you click “I agree” during any registration process). Clip reserves the right to change these Terms of Service from time to time without notice to Users and any modifications or changes to these Terms of Service shall be effective upon such modification or amendment being posted. User acknowledges and agrees that it is User’s responsibility to review the Platform and these Terms of Service periodically and to be aware of any modifications. User’s continued use of the Services after such modifications will constitute User’s acknowledgement of the modified Terms of Service and agreement to abide and be bound by the modified Terms of Service.
1.3 No Corporate Use. Our Services are only intended for Users acting in their individual capacity. We do not permit Users to enter into these Terms of Service on behalf of a company or other legal entity or business. IF YOU ARE ACTING ON BEHALF OF A COMPANY OR OTHER ENTITY, PLEASE REVIEW OUR CORPORATE TERMS OF SERVICE INSTEAD, AS THOSE APPLY TO OUR CORPORATE USERS. INDIVIDUALS THAT ACCESS OR USE THE SERVICES IN VIOLATION OF THIS SECTION 1.3 SHALL BE FULLY RESPONSIBLE AND LIABLE TO US FOR ALL DAMAGES AND CLAIMS ARISING THEREFORM.
1.4 Differing Access Methods. Please note that it may be possible for you to use the individual consumer version of the ClipSuite Platform and also the corporate version of the ClipSuite Platform but the data and information you have access to, as well as the rights of our corporate customers, are different and you shall only be permitted to use the applicable version of the Platform in your separate capacities. For example, if you have registered for the consumer version of the Platform, you will not have access to the corporate version unless you login or access the corporate version based on the organization provisioning your corporate account’s access methods (e.g. via a separate App login or via a separate corporate subdomain).
2. Definitions.
The following terms shall have the following meanings for purposes of this Agreement. Capitalized terms not defined in this Section are defined elsewhere in the Agreement.
“Affiliates” means the Company’s owners, officers, directors, affiliated companies, suppliers, partners, sponsors, and agents and representatives, and includes (without limitation) all parties involved in creating, producing, and/or delivering the ClipSuite Platform and any of the Company’s other Services (including Apple and Google).
“App” means any software applications (including desktop applications) or mobile applications from time to time made available by Clip for purposes of accessing the Platform and that may be downloaded, installed or made otherwise accessible on a User’s computer or mobile device via the Site, desktop application, the Apple App Store, the Google Play Store, or other similar platforms.
“ClipSuite Platform” or the “Platform” means (i) Company’s individual user-based proprietary product development software platform known as “ClipSuite” which accelerates product development by automating design workflow and consolidating information from all sources in a single workspace, and is made available on a software-as-a-service basis, and which may include additional services such as ClipMonitor and ClipConnect, (ii) the Site, (iii) the App, and (iv) any related data, APIs, software, technology and/or software and platform specific related services that Company may provide to User from time-to-time as mutually agreed by the Parties. For purposes of these Terms of Service, the corporate version of ClipSuite is not covered by the terms of this Agreement and the above definition does not cover such corporate version of ClipSuite.
“Services” means, collectively, (a) your access to and use of the ClipSuite Platform, (b) any additional services or offerings that may be provided by Company related to the ClipSuite Platform, including without limitation any Premium Features agreed upon by the Parties, and (c) any support services and related technologies, software and/or APIs that may be provided by the Company in its sole discretion for facilitating, maintaining and monitoring your use of the foregoing.
“User” or “you” or “your” (and similar terms) means any person that visits, views, uses or accesses any portion of the Platform, the Site, the App or any of the other Services and uses the foregoing for their individual use.
“User Content” means any data, information, results, reports, communications, posts, content, documents, instructions, files, videos, audio files, data files, databases, log files or other materials that a User directly or indirectly (i) uploads, provides, inputs or transmits to the ClipSuite Platform or (ii) otherwise provides or makes available to Company related to the Services, including, without limitation, any manufacturing or equipment data or results.
3. Services.
3.1 Access and Use. Subject to the terms and conditions of these Terms of Service, Clip grants you a limited, non-exclusive, non-transferable right and license to access and use the Platform, the Site, the App and the other Services for your personal use (subject to any particular access plan you have selected and subject to any feature or other use restrictions based on the plan or Premium Features (if any) you are paying for). Without limiting the foregoing, Clip hereby further grants you a limited, non-exclusive, non-transferable right and license to download, install, access and use the App on your computer and/or mobile device strictly in accordance with these Terms of Service.
3.2 Free Use and Paid Features; Payments. The ClipSuite Platform is offered on a free and paid subscription service basis. While you can use a limited version of the ClipSuite Platform for free, it you will not have full access to all features and functionality of the ClipSuite Platform. We will decide what features and functionality will require payment or a subscription from time to time which may be set forth on the Pricing Page (as defined below). For example, we may require that you pay for specific Premium Features, specific services, data storage and specific Platform modules.
Accordingly, in order to access and use certain features and functionality of the ClipSuite Platform, you will need to pay all applicable subscription and access fees. Clip may also from time to time elect to charge additional fees in connection with all or a portion of the other Services, or to offer all or a portion of the other Services on a subscription basis, or may otherwise elect to restrict portions of the Site, the App or features and functionality within the Site or App, or certain other Services. All such advanced, additional, paid and subscription-based Services are collectively referred to herein as “Premium Features” and payment to Clip is required for Users to access and use such Premium Features.
We will notify you of any fees associated with the Services, including any Premium Features, as well as any additional terms and conditions that might apply to such paid or subscription Services, so that you may choose whether to purchase or subscribe therefor. If you desire to purchase or subscribe for the ClipSuite Platform or any other paid Services, you agree to pay the rates or fees required by Clip Clip at such time which may be set forth on our sign up page found at www.clipautomation.com (the “Pricing Page”).
3.3 Payment and Authorization. If you elect to purchase or subscribe to any Premium Features (or to certain portions of the ClipSuite Platform that require payment), a valid credit card will be required for paying accounts and Services will be billed in advance in accordance with the applicable pricing schedule. There will be no refunds or credits for partial months of paid Services. All fees will be exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based on Clip’s income. You agree to pay for any taxes that might be applicable to your use of such paid Services. You agree to be billed monthly, annually or at such other installments as mutually agreed, and grant us the right to charge your credit card (or otherwise facilitate payment) with the payment information you provide us, including on a recurring basis. You will reimburse us for any fees that we may be charged related to declined payments, and you will keep us informed of all changes to your billing information.
3.4 Renewals; Cancelation. All paid subscriptions are final and non-refundable. Subscriptions can be canceled online at www.clipautomation.com at any time before the end of the applicable payment term. We generally bill on an annual or monthly basis depending on your subscription as further described on our Site subscription page. All subscriptions auto-renew unless explicitly canceled before the end of the applicable term.
3.5 Data and Information from Third Party Sites. Users may be required or allowed to link to a Google or Apple account or other third party account or site in order to register on the site (e.g. creating a user account) or to provide, submit or upload User Content or other information to the Services (e.g. Google Accounts, Google APIs, Facebook, WhatsApp, Jira, Slack, etc.). You expressly acknowledge and agree and grant us all necessary rights and licenses to access your User Content and other information that may be hosted on third party sites, integrate into third party APIs to access and transmit your User Content and other information to our Services, store such User Content and other information and process and use such User Content and information via the Services. You are solely responsible for complying with all third party agreements, terms of service or other applicable legal terms and ensuring that you have the right to transmit User Content and other applicable information to the Services and permit the Services to process the User Content and other information. Without limiting the foregoing, you understand and agree that certain information may be automatically imported after a third party account is initially connected based on the functionality of the integration.
3.6 Limitations. Clip makes the Platform and other Services available to Users via the Site and the App. Clip reserves the sole right to either modify or discontinue all or a portion of the Services, including the Site, the App and any features therein, at any time with or without notice to User. Clip shall not be liable to User or any third party should Clip exercise such right. User understands and agrees that temporary interruptions of the Services may occur as normal events. User further understands and agrees that Clip has no control over third party networks or data streams that User may access in the course of the use of the Services. Therefore, delays and disruption of network transmissions are completely beyond Clip’s control, as are the accuracy and completeness of information and data received via such third party networks or data streams.
3.7 Equipment and Requirements. User acknowledges that certain portions or features of the Services may not be fully accessible or functional without: (i) a working computer or mobile device; (ii) a working Internet connection; (iii) a user account and/or an access/activation code or payment for Premium Features or any other Services that require payment; and (iv) other system elements, specifications, technology and/or equipment that may be specified by Clip from time to time. It is User’s responsibility to ensure that User has all required system elements. User understands and agrees that temporary interruptions of the Services may occur as normal events. Clip may use third party providers to store, manage, and authenticate accounts and content, and to provide the necessary hardware, software, networking, storage, and related technology required to run the Services. We are not responsible for possible issues caused by third party faults or discontinued services. Clip does not guarantee or warrant that any User Content that you save, store or access through the Services will not be subject to inadvertent damage, corruption, or loss. You are encouraged to backup the files that you store or access on the Platform, the Site and/or the App. While we take data security and privacy seriously, you understand and agreed that the technical processing and transmission of the Services, including User Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
3.8 Maintenance. Without limiting any of the other terms and conditions of this Agreement, User acknowledges that Clip may perform maintenance on the Services from time to time (when and as needed as determined by Clip in its sole discretion), which may result in service interruptions, delays, or errors. Clip will not be liable for any such interruptions, delays, errors or bugs.
- Reservation of Rights. You acknowledge and agree that the Platform, Site, App and other Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform, Site, App or Services under these Terms of Service, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms of Service. Clip and its licensors and service providers reserve and shall respectively retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms of Service.
- Public Access. The Services are designed to enable Users to post, send, receive and share User Content within the ClipSuite Platform and to otherwise interact with other Platform Users. User understands and agrees that User Content that he/she imports to or processes on the Platform or via the Services may become publicly available depending on the User’s settings and whether Premium Feature or other paid Services are enabled. Users are solely responsible for monitoring what information they might make publicly available and the Company is not responsible or liable for any claims related to any User making any information publicly available. If User disputes any User Material submitted by another User, User’s sole course of action with respect to such User Material as it relates to Services and the Platform is to utilize any response or dispute resolution processes that Company may from time to time make available via the Platform (if any). The Platform permits you to share certain User Content with other users, and you understand and acknowledge that when you share such User Content, the other user shall have access to that User Content and we have no responsibility or liability for the User Content you choose to share. Please be careful and diligent when choosing to to share User Content.
- Groups and Channels. You understand that if you subscribe to or join any Groups or Channels in the Platform, you may receive notices, notifications or other content related to such Groups or Channels. If you do not want to receive this information, you can remove yourself from such Group or Channel.
- Clip Provided Content; DISCLAIMER. You understand and acknowledge that Clip or other users may provide you with certain information, data or content (including videos), based on your use of the Platform and your User Content (“Provided Content”). For example, if you find a problem with a component, we may provide information to potentially address the problem or another user may suggest a method to potentially address your issues. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT CLIP IS NOT RESPONSIBLE FOR THE ACCURACY, INTEGRITY, QUALITY, LEGALITY, USEFULNESS, SAFETY, OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO SUCH PROVIDED CONTENT. THE PROVIDED CONTENT IS NOT INTENDED AS A REPLACEMENT FOR YOUR OWN ACTIONS AND OBLIGATIONS WITH RESPECT TO YOUR WORK AND YOUR PRODUCT MANUFACTURING PROCESSES AND IT IS SOLELY YOUR RESPONSIBILITY TO REVIEW THE PROVIDED CONTENT AND CONFIRM ITS ACCURACY, USEFULNESS AND APPLICABILITY. YOU ACKNOWLEDGE AND AGREE THAT PROVIDED CONTENT MAY BE INACCURATE, MAY NOT RESOLVE AN ISSUE OR MAY CREATE ADDITIONAL ISSUES AND PRODUCT DAMAGE, AND YOU HEREBY AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST COMPANY WITH RESPECT THERETO. COMPANY SHALL NOT BE LIABLE IN ANY WAY FOR OR IN CONNECTION WITH YOUR RELIANCE ON ANY PROVIDED CONTENT, INCLUDING, BUT NOT LIMITED TO, FOR ANY INACCURACIES, ERRORS OR OMISSIONS IN ANY PROVIDED CONTENT (OR FOR THE FAILURE TO PROVIDE NOTICES OF ANY SUCH PROVIDED CONTENT), OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY PROVIDED CONTENT POSTED, UPLOADED OR OTHERWISE DISPLAYED OR TRANSMITTED VIA THE CLIPSUITE PLATFORM OR TO YOU, WHETHER FROM CLIP OR ANY OTHER USER.
4. Electronic Contracting and User Notices.
User’s affirmative act of viewing, using, accessing, downloading or installing any portion of the Platform, the Site, the App or any of the other Services (including, without limitation, submitting any forms or communications to Clip via the Site or the App or clicking “I accept” “I agree” or other similar acknowledgements if presented to you) constitutes User’s electronic signature to these Terms of Service and User’s consent to enter into agreements with Clip electronically. User also agrees that Clip may, but has no obligation to, send to User in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Services (collectively, “Notices”). Clip can send User electronic Notices (i) to the e-mail address that User provided to Clip (if any), or (ii) by posting the Notice through the Platform, the Site and/or the App. The delivery of any Notice from Clip is effective when sent or posted by Clip, regardless of whether User reads or views the Notice when User receives it or whether User actually receives the delivery. User can withdraw User’s consent to receive Notices electronically by discontinuing User’s use of the Services. User can retrieve an electronic copy of this contract by clicking on the “Terms of Service” link on the Platform. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.
All questions, complaints, claims or other notices to Clip shall be in writing and shall be made either via email to clip@clipautomation.com, or using any contact functions made available via the Platform. Any notices or communication under these Terms of Service will be deemed delivered to Clip on the delivery date.
5. User Requirements & Restrictions.
5.1 Accuracy; Security. User agrees to: (i) provide true, accurate, current and complete information about User as prompted by Clip’s forms and in any other related document or agreement; (ii) to maintain and update User’s information to keep it true, accurate, current, and complete. User acknowledges that, if any information provided by User is untrue, inaccurate, not current, or incomplete, Clip reserves the right to terminate User’s use of the Services and withdraw any offer or agreement. You agree to keep your account information, including your login and password, secure and not to share it with any third party. You are solely responsible for the maintaining the security of your account.
5.2 Restrictions. While using Services, you agree that you will not: (i) violate any laws, third party rights or our policies; (ii) use our Services or submit any of our forms if you are not able to form legally binding contracts or are temporarily or indefinitely suspended from using our Services; (iii) manipulate the Site, the App, the other Services, email responses or interfere with any other users use of the Services; (iv) provide false, inaccurate, misleading, defamatory, or libelous information or content; (v) spoof or create any emails, content, correspondence or other information from us, including fake or fraudulent acceptances or offers; (vi) create any competitive service or feature (or otherwise establish a competitive business) based on, in whole or in part, any content on the Platform, the Site or the App or any of our other Services or business ideas, (vii) distribute viruses or any other technologies that may harm Company, or the interests or property of our other users; (viii) copy, modify, or distribute rights or content from the Platform, the Site or the App or commercialize any of our Services or any information or software provided with such Services; (ix) harvest or otherwise collect information about our users, including email addresses, without their consent; (x) use the Services to gain unauthorized access to Clip’s network(s) or server(s); (xi) interfere with any User’s use and enjoyment of the Platform, the Site, the App or other Services; (xii) violate the intellectual property rights, including but not limited to, copyrights, trademark rights, trade secrets or patents of any person or entity. This description of prohibited conduct is not intended to be exhaustive, and Clip has sole discretion to determine what constitutes prohibited conduct for Users. Users who violate system or network security may incur criminal or civil liability. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT YOU SHALL NOT REDISTRIBUTE OR TRANSMIT THE PLATFORM OR ANY OF ITS CONTENTS TO ANY THIRD PARTY, INCLUDING OTHERS WITHIN A COMPANY THAT YOU WORK AT.
5.3 Age for Use of the Services. User must be 18 years of age or older to visit or use any of the Services in any manner. By visiting the Site, using the App, receiving any of the other Services or otherwise accepting these Terms of Service, User represents and warrants to Clip that User is 18 years of age or older, and that User has the right, authority and capacity to agree to and abide by these Terms of Service. User also represents and warrants to Clip that Users will use the Services in a manner consistent with any and all applicable laws and regulations.
5.4 Remote Monitoring. Clip shall have the right and ability to monitor use of the Services remotely and/or electronically to confirm the number of users (if, to the extent applicable, pricing is based on number of users) using the Services and to otherwise verify User’s compliance with the terms of this Agreement.
5.5 Telemetry and Remote Collection. User acknowledges and agrees that the Site, the App and/or certain other Services, and/or certain Premium Features that may be available on the Site or the App or via Services, may transmit to Clip (and Clip may collect and use) certain data and information related to the Site, the App or the Services, including as related to its operation and use.
- Remote Disablement. In the event that User does not pay any fees due for the Services (to the extent applicable), or for the Premium Features, when due or User is otherwise in material breach of the terms of this Agreement, User acknowledges and agrees that Clip may remotely disable or terminate use of the Platform, the Site, the App or other Services and/or Premium Features.User Offerings. The Services are being made available to User merely as a convenience and Clip assumes no responsibility for User’s products, services, solutions, offerings, businesses, operations and manufacturing and development activities (the “Offerings”), including, without limitation, that use of the Service by User in connection with the Offerings shall comply with all applicable laws. User is solely responsibility for providing and delivering the Offerings to its clients, customers and user base, and resolving all disputes with such clients, customers and user base. USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT COMPANY SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY OF THE OFFERINGS AND ANY CLAIMS, ISSUES, MATTERS OR OTHER INTERACTIONS WITH ANY OF USER’S CLIENTS, CUSTOMERS OR USE BASE. 5.8 User Content; Restrictions. Clip does not have any duty or obligation to investigate the accuracy of User Content or the nature or appropriateness of User Content or other information posted to the Platform by a User. By using the Platform, the User agrees that it is solely the User’s responsibility to evaluate the User’s risks associated with the use, accuracy, usefulness, completeness, appropriateness or legality of any User Content. Under no circumstances will Company be liable in any way for any User Content including, but not limited to, any User Content that contains, errors, omissions or defamatory statements, or for any loss or damage of any kind incurred as a result of the use of any User Content submitted, accessed, transmitted or otherwise conveyed via the Platform or otherwise. The Company is authorized by User to rely upon the truthfulness, completeness and accuracy of the User Content and to make such User Content available to other Users via the Platform. The User hereby waives any claims, rights or actions that it may have against Company or any of its Affiliates with respect to any User Content and releases Company and each of its Affiliates from any and all liability for or relating to User Content. Company does not endorse and is not responsible or liable for any User Content posted by any User of the Platform. The statements, information, advice and opinions contained in any User Content solely reflect the view of the User that submitted such User Content and do not reflect the opinion of Company or any of its Affiliates.
- User shall not submit any User Content to the Platform that: (a). is offensive, harmful and/or abusive language, including without limitation: expletives, profanities, obscenities, harassment, vulgarities, sexually explicit language and hate speech (e.g., racist/discriminatory speech.); (b) has no qualitative value as determined by Company in its sole discretion and/or is not responsive to materials submitted by other Users; (c) contains personal attacks; (d) constitutes an advertisement or is commercial in nature or is inappropriate based on the applicable subject matter; (e) violates the standards of good taste or the standards of the Platform, as determined by the Company in its sole discretion; (f) is determined by the Company, in its sole discretion, to be illegal, or to violate any federal, state, or local law or regulation or the rights of any other person or entity; (g) is intended to impersonate other Users (including names of other individuals) or to be offensive or inappropriate User names or signatures; and/or (h) that is encrypted or that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or appropriate any system, data or personal information. User acknowledges and agrees that the Company in its sole discretion may remove without notice any User Content or any portion thereof that the Company believes violates the foregoing or any other applicable Company guidelines or policies or for any other reason. User hereby grants, and represents and warrants that the User has the right to grant, to the Company an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify, and distribute User Content within the Platform. No compensation will be paid with respect to User Content submitted to the Platform, and the Company is under no obligation to post or use any User Content.
6. Data and Privacy.
6.1 Privacy Policy. The information Clip obtains through User’s use of the Site, the App and the other Services, including User information, is subject to Clip’s Privacy Policy, which is specifically incorporated by reference into these Terms of Service.
6.2 User Content. You are responsible for all User Content submitted to the Platform, the Site, the App or any of the other Services and any activity that occurs under your account. You shall be solely responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use your User Content. Clip shall not be responsible for any data, information or material that you authorize us to retrieve or that you submit to the Services in the course of using the Services. Clip does not pre-screen, verify, confirm or otherwise authorize User Content. However, Clip and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any User Content that is processed by or provided to the Services. We may, but have no obligation to, remove content and accounts containing content that we determine in our sole discretion are illegal, threatening or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. We also may from time to time establish additional guidelines or policies applicable to any User Content submitted to the Platform or other Services, and any such guidelines or policies are hereby incorporated by reference into these Terms of Service. You hereby agree to comply with all such additional guidelines and policies and your access and account may be terminated if you do not comply with such policies or guidelines.
6.3 License. User hereby grants Clip a fully paid-up, worldwide, perpetual, non-exclusive, irrevocable, sublicenseable right and license to: (i) access, use, process, display and manipulate, perform, and create derivative works of and otherwise modify and use any User Content and any User systems as necessary to provide, improve and monitor the Services; and (ii) access, use, process, display and manipulate, perform, and create derivative works of and otherwise modify and use User information and User Content for its commercial, business and marketing purposes subject o any provisions in Clip’s Privacy Policy with respect to Personal Information (if any), including, without limitation, to use User information and User Content for its research and analysis purposes, for purposes of providing general customer and industry reporting, to provide to product manufacturers, and to create Provided Content to help other platform users.
6.4 Public Access. You understand and agree that certain information you may import to or process on the Platform, the Site, the App or other Services may become publicly available depending on your settings and whether Premium Feature or other paid Services are enabled. You are solely responsible for monitoring what information you might make publicly available and we are not responsible or liable for any claims related to you making such information publicly available.
7. Termination.
7.1 Term. The initial term of your use rights shall be for the period of time in which you subscribe when you sign up for the Services, and if not specific term is indicated, the term shall last until we or you terminate your account and/or access to the Platform.
7.2 Premium Features Term. If you subscribe to any Premium Features, you access to such Premium features shall be for the period you have paid for, generally either on a monthly or yearly basis, which is determined when you sign up on our Pricing Page. You subscription shall automatically renew with respect to Premium Features unless you provide us with twenty days notice prior to the end of the then current subscription period, either via email to us or in the Platform (if such functionality is included in the Platform). YOU EXPRESSLY ACKNOWLEDGE THAT YOUR ACCESS TO PREMIUM FEATURES SHALL AUTOMATICALLY RENEW ON A MONTHLY OR YEARLY BASIS UNLESS YOU CANCEL THE SERVICES PRIOR TO THE RENEWAL AS SET FORTH ABOVE. YOU AGREE TO THIS AUTOMATIC RENEWAL AND FOR US TO CHARGE ANY PAYMENT METHOD ON FILE FOR ANY AUTOMATIC RENEWAL.
7.3 Termination. User agrees that Clip may at any time, and at Clip’s sole discretion, terminate User’s access to any portion or all of the Services without prior notice to User for violating this Agreement, including, without limitation, breach of these Terms of Service. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating User’s relationship and may be referred to appropriate law enforcement authorities. In addition, User acknowledges that Clip will cooperate fully with investigations of violations of systems or network security at other sites. Upon termination or suspension, regardless of the reasons therefore, User’s right to use the Platform, the Site, the App or any of the other Services immediately ceases, and User acknowledges and agrees that Clip may immediately deactivate or delete User’s account (if applicable) and all related information and files in User’s account and/or bar any further access to such files, the Platform, the Site, the App and the other Services. Clip shall not be liable to User or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by Clip in connection therewith. Applicable provisions of this Agreement shall survive any termination.
8. Third Party Sites and Information.
The Platform, the Site, the App or other portions of the Services may link Users to other sites on the Internet or otherwise include references to or incorporate information, documents, software, materials, content and/or services provided by other parties (“Third Party Materials”). These Third Party Materials may contain information or material that some people may find inappropriate or offensive. These Third Party Materials (and the third parties responsible therefor) are not under Clip’s control, and User acknowledges that Clip is not responsible for the accuracy, completeness, validity, copyright compliance, legality, decency, or any other aspect of such Third Party Materials, nor is Clip responsible for errors or omissions in any references to other parties or their products and services. The inclusion of Third Party Materials, including any reference or link thereto, is provided merely as a convenience and does not imply endorsement of, or association with, the Platform, the Site, the App, the Services, Clip or Clip’s Affiliates, or any warranty of any kind, either express or implied. You access and use all such Third Party Materials entirely at your own risk and subject to such third parties’ terms and conditions.
9. Intellectual Property Information.
9.1 Clip Ownership. By accepting these Terms of Service, User acknowledges and agrees that the Platform, the Site, the App and each of the other Services are protected by Clip’s, its Affiliates’ and their respective licensors’ copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Clip and/or its Affiliates and/or their respective licensors. Any unauthorized use of the Services may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. Neither Clip nor Clip’s Affiliates warrant or represent that the Services will not and do not infringe the rights of third parties. Certain of the ideas, software and processes incorporated into the Services that are available on the Platform, the Site or the App may be protected by patent applications pending in, or filed with, the United States, and Clip may prepare and file additional patent applications in selected foreign jurisdictions.
9.2 Feedback. By submitting feedback and suggestions, you agree to grant and hereby do grant a non-exclusive, perpetual, irrevocable, worldwide and royalty-free license to any intellectual property rights you may have in your feedback and suggestions to Clip to use to improve Clip products or services. You acknowledge that submission of feedback and suggestions is voluntarily and Clip may consider or is developing technology that is the same or similar to your feedback or suggestions.
10. Suspected Copyright Violations.
Clip respects the intellectual property of others, and Clip asks Users to do the same. If User believes its copyright, trademark or other property rights have been infringed by the Services, User should send notification to Clip, via the contact information described herein, immediately. To be effective, the notification must include: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) information reasonably sufficient to permit Clip to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (iii) identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit Clip to locate the materials; (iv) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and (v) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.
11. Disclaimer of Warranties.
THE PLATFORM, THE SITE, THE APP, THE SERVICES, AND ALL SERVICES PROVIDED THROUGH, THE PLATFORM, THE SITE, THE APP AND/OR THE OTHER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CLIP AND ITS AFFILIATES MAKE NO WARRANTY THAT (A) THE PLATFORM, THE SITE, THE APP, AND SERVICES WILL MEET USER’S REQUIREMENTS, (B) THE PLATFORM, THE SITE, THE APP, AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, THE APP, THE SERVICES OR RESULTS OF THE SERVICE WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY USER FROM THE PLATFORM, THE SITE, THE APP OR THE SERVICES FROM CLIP OR CLIP’S AFFILIATES WILL MEET USER’S EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS, OR WILL BE PROVIDED IN A TIMELY MANNER. THE PLATFORM, THE SITE, THE APP, AND/OR RESULTS OF THE SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. THE USE OF THE PLATFORM, THE SITE, THE APP, THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SITE AND/OR THE APP ARE DONE AT USER’S OWN DISCRETION AND RISK AND WITH USER’S AGREEMENT THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE TO USER’S COMPUTER SYSTEM(S) OR NETWORK(S) OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.
12. Limitation of Liability.
IN NO EVENT SHALL CLIP OR ANY CLIP AFFILIATE BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, TRADING LOSSES OR THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT CLIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM, THE SITE, THE APP, THE SERVICES, OR ANY WEB SITE REFERENCED OR LINKED TO FROM THE PLATFORM, THE SITE OR THE APP. CLIP AND ITS AFFILIATES MAXIMUM LIABILITY UNDER THIS AGREEMENT AND FOR ANY CLAIMS RELATED TO A USER’S USE OR ACCESS TO THE PLATFORM, THE SITE, THE APP OR ANY OF THE OTHER SERVICES SHALL BE THE GREATER OF (I) $100 OR (II) THE AMOUNTS YOU HAVE PAID TO US FOR YOUR USE OF THE PLATFORM (INCLUDING PREMIUM FEATURES) IN THE THREE MONTHS PRIOR TO THE CLAIM IN QUESTION. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER IN THOSE PARTICULAR JURISDICTIONS. WITHOUT LIMITING THE ABOVE, CLIP SHALL NOT BE LIABLE FOR AND HEREBY EXPRESS DISCLAIMS ANY RESPONSIBILITY FOR ANY CLAIMS OR ACTIONS BY THIRD PARTIES WITH RESPECT TO INFRINGEMENT CLAIMS AND CLIP SHALL NOT INDEMNIFY OR DEFEND USER FOR ANY CLAIMS RECEIVED FROM THIRD PARTIES WITH RESPECT TO ANY INFRINGEMENT OR PATENT MATTERS RELATED TO USER’S USE OF THE SERVICES OR FOR ANY RELIANCE ON OR USE OF PROVIDED CONTENT. CLIP AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF ANY DATA OR INFORMATION ACCESSED VIA THE PLATFORM, THE SITE, THE APP OR THE SERVICES, INCLUDING ANY PROVIDED CONTENT.
13. Indemnification.
Upon a request by Clip, User agrees to defend, indemnify, and hold Clip and each of Clip’s Affiliates harmless from all liabilities, amounts, damages, claims, alleged claims, costs and expenses, including attorney’s fees, that arise from, involve, are related to or otherwise are connected with (i) User’s use or misuse of the Platform, the Site, the App and/or any of the other Services; (ii) any misrepresentation, fraud or other act or omission that is inconsistent with the requirements of the Platform, the Site, the App or any agreements entered into between Clip and User; (iii) any breach of or noncompliance with any provision of these Terms of Service; (iv) any violation of applicable law by User; (vi) any infringement or violation of any intellectual property rights by User (or by User’s actions or omissions, equipment or other property), whether Clip’s rights or those of any other Platform user or other third party; (vii) any User Content that User imports, uploads or otherwise provides to the Service; (viii) any User Offerings; (ix) any use or reliance of, or any claims in anyway related to, any Provided Content or User Content, and (x) any claims from any third parties that may be impacted by, arise from or relate to your use of the Services (including any data or information obtained via the Services), whether authorized or unauthorized. Clip reserves the right, at Clip’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User will cooperate with Clip in asserting any available defenses.
14. International Use.
Although the Platform, the Site and/or the App and/or other Services may be accessible worldwide, Clip makes no representation that (i) use of the Platform, the Site, the App or any other Services are appropriate or available for use in locations outside the United States, and (ii) use of the Platform, the Site, the App, or any other Services, or content made available via the Services, are compliant with foreign law. Users who choose to access the Platform, the Site, the App or other Services from other locations do so on User’s own initiative and are responsible for compliance with local laws and requirements. Any offer for any product, service, and/or information made in connection with the Platform, the Site, the App or with any of the other Services is void where prohibited.
15. Law; Venue.
User agrees that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these Terms of Service and any claim or dispute that has arisen or may arise between User and Clip, except as otherwise stated in these Terms of Service. All claims under these Terms of Service or related to User’s relationship with the Platform, the Site, the App or the other Services shall be brought in San Francisco, California.
16. Arbitration.
16.1 Agreement to Arbitrate. This Section is referred to as the “Arbitration Agreement.” User agrees that any and all disputes or claims that have arisen or may arise between User and Clip, whether arising out of or relating to this Agreement or in connection with Users use of the Platform or other Services, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that User may assert individual claims in small claims court, if User’s claims qualify. User agrees that, by agreeing to this Agreement, User and Clip are each waiving the right to a trial by jury or to participate in a class action. User’s rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.
16.2 Prohibition of Class and Representative Actions and Non-Individualized Relief. User and Clip agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both User and Clip agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).
16.3 Pre-Arbitration Dispute Resolution. Clip is always interested in resolving disputes amicably and efficiently, and most concerns can be resolved quickly and to the participant’s satisfaction by emailing Clip’s support team at clip@clipautomation.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Clip should be sent to Clip at clip@clipautomation.com Attn: Legal (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Clip and User do not resolve the claim within sixty (60) calendar days after the Notice is received, User or Clip may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Clip or User shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which User or Clip is entitled.
16.4 Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Clip and User agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If User’s claim is for $10,000 or less, Clip agrees that User may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If User’s claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
16.5 Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.
16.6 Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
16.7 Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause 16.2 above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause 16.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.
17. Entire Agreement.
These terms and conditions together with the Privacy Policy constitute the entire agreement and understanding between Clip and User concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms of Service may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by User and Clip. To the extent that anything in or associated with the Platform, the Site or the App is in conflict or inconsistent with these Terms of Service, these Terms of Service shall take precedence. Notwithstanding the foregoing, any submission or screen on the Platform, the Site or the App related to pricing or otherwise agreed to by User related to usage limitations or pricing for the Services shall supplement these Terms of Service and apply to the User.
18. Accessing or Downloading the App from iTunes or the Apple App Store.
The following terms apply only to downloads of the App from Apple. These terms are in addition to all other terms contained in these Terms of Service:
18.1 Acknowledgment. You acknowledge and agree that: (i) these Terms of Service represent an agreement between, and is concluded between, you and Clip only, and not Apple; and (ii) Clip, not Apple, is solely responsible for the App and the content thereof. Your use of the App must comply with the App Store Terms of Service and, to the extent there is a conflict between usage rules contained in these Terms of Service and those contained in the App Store Terms of Service, the usage rules from the App Store Terms of Service shall apply.
18.2 Scope of License. Without limiting any other terms and conditions of these Terms of Service, the license granted to you hereunder for the App is limited to a non-transferable license to use the App on any Apple-branded products that you own or control and as permitted by the usage rules set forth in the Apple App Store Terms of Service, except that the App may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing.
18.3 Maintenance and Support. Clip and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
18.4 Warranty. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price for the App paid via iTune or the App Store, if any, to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App and, as between Clip and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Clip.
18.5 Product Claims. You and Clip acknowledge that as between Clip and Apple, Clip (and not Apple) is responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and/or use of the App including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy or similar legislation, in each case to the extent required by these Terms of Service.
18.6 Intellectual Property Rights. You and Clip acknowledge that, in the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, as between Clip and Apple, Clip, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms of Service.
18.7 Legal Compliance. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties.
18.8 Third Party Terms of Agreement. Without limiting any other terms of these Terms of Service, you must comply with all applicable third-party terms of agreement when using the App.
18.9 Third Party Beneficiary. You and Clip acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Service as related to your license of the App, and that, upon your acceptance of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service as related to your license of the App against you as a third party beneficiary thereof.
19. General.
19.1 Assignment. User may not assign User’s rights and obligations under these Terms of Service to any third party, and any purported attempt to do so shall be null and void. Clip may freely assign Clip’s rights and obligations under these Terms of Service and transfer, assign or novate these Terms of Service.
19.2 Force Majeure. In addition to any excuse provided by applicable law or under this Agreement, Clip shall be excused from liability for non-delivery or delay in delivery of products and services available through the Platform, the Site or the App arising from any event beyond Clip’s reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond Clip’s reasonable control, whether or not similar to those which are enumerated above.
19.3 Enforceability; Severability. If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
19.4 No Waiver. Any failure by Clip to enforce or exercise any provision of these Terms of Service or related rights shall not constitute a waiver of that right or provision or a waiver of Clip’s right to enforce or exercise any such provision of these Terms of Service in the future.
19.5 Intended Beneficiaries. These Terms of Service are strictly between Clip and User. There are no intended third party beneficiaries of these Terms of Service.
19.6 Government Sales. If User is a branch or agency of the United States Government or a contractor thereto, the following provision applies. As defined in FAR section 2.101, the Site and Services and related documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms of Service and will be prohibited except to the extent expressly permitted by the terms of these Terms of Service.
19.7 Use of Words. The term “including” as used in these Terms of Service shall mean “including, without limitation,” unless the context otherwise requires.
BY USING, ACCESSING, DOWNLOADING OR INSTALLING THE PLATFORM, THE SITE, THE APP AND/OR ANY OF OUR OTHER SERVICES AND/OR SUBMITTING ANY INFORMATION OR COMPLETING ANY FORMS VIA THE SERVICES (OR BY CLICKING “I AGREE” OR “I ACCEPT” OR OTHER SIMILAR ACKNOWLEDGEMENT TO THESE TERMS IF PRESENTED TO YOU), USER AGREES TO BE BOUND BY THESE TERMS OF SERVICE. IF USER DOES NOT WISH TO BE BOUND BY THE THESE TERMS OF SERVICE, PLEASE EXIT THE SITE AND/OR THE APP NOW AND CEASE ALL FURTHER USE THEREOF AND OF ANY RELATED SERVICES.
