PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE.  Your use of the CLIPPL website, having a “home page” located at www.clippl.com (the “Website”), is expressly conditioned upon your acceptance of the following terms and conditions (collectively referred to herein as, the “Agreement”).  By using the Website, and/or any of the services offered therein, you signify your assent to these terms and conditions.  If you do not agree with any part of the following terms and conditions, you must not use the Website.

1.         WEBSITE OWNERSHIP & YOUR CONTENT

            A.        This Website, and each of its parts, is the copyrighted property of CLIPPL, Inc. (“CLIPPL”), and/or its various third party customers and members.  Subject to Section 1B below, none of the content or data found on this Website may be copied, reproduced, republished, uploaded, posted, distributed, sold, transferred, or modified without the express written permission of CLIPPL and/or its third party customers and members.  In addition, the trademarks, logos and service marks displayed on this Website (collectively, the "Trademarks") are registered or common law Trademarks of CLIPPL.  Nothing contained on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Trademarks without the written permission of CLIPPL or such other party that may own the Trademarks.

            B.        You may post images, text, video clips, or other material that is published by other members within the Website to outside websites; provided, however, that such outside website must include a hyperlink to the CLIPPL Website in the proximity of the posted image, text, video clip or other material that is hosted within CLIPPL’s servers.

            C.        You hereby expressly waive any and all rights to privacy attributable to or arising from any images, text, video clips, or other material that you publish, transfer, or communicate (whether in the form of a video instant message (VIM) or otherwise) to CLIPPL, within the Website, or to any third party using the Website or CLIPPL’s services (“Your Content”).  You hereby agree and acknowledge that Your Content may be published within the Website for the public to view and, furthermore, may be posted to outside websites in accordance with Section 1A above.  You are hereby advised and warned that Your Content should not contain any confidential, proprietary, personally sensitive, or other secret information in your possession or rightfully owned by others, and shall further comply with all terms and conditions of this Agreement.

            D.        You hereby agree and acknowledge that Your Content shall not include any text, images, audio, video, or other types of content which is pornographic, obscene, or includes any type of nudity.  You hereby agree and acknowledge that any violation of this Section 1D, or any other term or condition herein, may result in the immediate removal of Your Content from the Website and/or the CLIPPL servers, and may further result in the termination of your account with CLIPPL.

            E.        We have the sole and exclusive right to remove any of Your Content from the Website, and our servers, for any violations of this Agreement or for any other reason whatsoever.

2.         USE OF THIS WEBSITE. 

            A.        Any unauthorized use of any content or material contained on this Website may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.  Subject to Section 1B above, any unauthorized use of such content or material on this Website, including its reproduction, modification, distribution, or republication, without prior written permission of CLIPPL, or other third party if applicable, is strictly prohibited.  The use of such content or material on any other website or in any environment of networked computers is strictly prohibited.

            B.        This Website may be used only for lawful purposes.  Transmission or communication of any material in violation of any local, state, federal or export control law or regulation is prohibited.  This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property rights used without proper authorization, and material that is obscene, defamatory or constitutes an illegal threat. 

            C.        CLIPPL does not accept responsibility for the content, materials and information published or communicated, including any material communicated via video instant messaging (VIM), by others within, using, or in connection with this Website, including by any of CLIPPL’s customers and members.  CLIPPL does not accept responsibility for the violation of any laws resulting from such publication, distribution, or communication of any third party material within, using, or in connection with this Website, including any and all VIM communications.

            D.        If any user of this Website interferes with others’ use and enjoyment of the services provided by CLIPPL, such user shall be deemed to be in violation of this Agreement.  Violations of system or network security are prohibited, and may result in criminal and civil liability.  CLIPPL will investigate incidents involving such violations and may involve and will cooperate with law enforcement if a criminal violation is suspected.  Examples of system or network security violations include, without limitation, the following:

 

            E.        Using this Website and/or the information contain therein to send unsolicited, commercial mass e-mail or VIM messages, including, without limitation, commercial advertising and informational announcements, is explicitly prohibited. 

            F.         Although CLIPPL does not review or censor materials and information which are accessible on the Website, on other websites which may be accessed from the Website, or within VIMs that are communicated and distributed using this Website, if CLIPPL becomes aware that a user of this Website is in violation of this Agreement, CLIPPL reserves the right to suspend or terminate such user’s access to this Website without notice.

            G.        You are solely and exclusively responsible for all material that you publish, transfer, or communicate (whether in the form of a VIM or otherwise) within, through or using the Website.  In connection with any material that you provide to CLIPPL, or which will be displayed, published, or otherwise communicated (whether in the form of a VIM or otherwise) within, through or using the Website, including material that is communicated to any third party, you represent and warrant as follows: (a) neither your material nor any element thereof infringes the copyright, trademark or patent in any other work or violates any law or regulation; (b) neither your material nor the exploitation thereof will violate the rights to privacy or publicity of any person or constitute a defamation against any person, or in any other way violate the rights of any person whomsoever; (c) you own all rights to your material free and clear of any liens, encumbrances, and other third party interests, and any claims or litigation, whether pending or threatened; (d) neither your material nor any element thereof is pornographic, obscene, offensive to community standards, discriminatory, promotes violence or contains false advertising, hate speech or viruses, Trojan horses, worms, time bombs, cancelbots, or other harmful programming language; (e) you have full right and power to make and perform this Agreement without the consent of any third party; (f) your material will not harass, insult, defame, plagiarize, or threaten other users of this Website; and (g) you shall defend, indemnify and hold CLIPPL and its directors, officers, and agents harmless from all claims, liabilities, damages, costs and reasonable legal fees and expenses arising from any breach or alleged breach by you of any representation, warranty or agreement hereunder and/or your tortious conduct.

3.         AGE AND RESPONSIBILITY.  You represent and warrant that you are of sufficient legal age to use this Website and to create binding legal obligations for any liability you may incur as a result of the use of this Website.  You understand that you are financially responsible for all uses of this Website by you and those using this Website on your behalf.

4.         USER INFORMATION.  CLIPPL reserves the right to collect, maintain, and use information that your web browser provides to CLIPPL’s web server, including without limitation the website from which you linked to the Website, the identity of your Internet Service Provider, or the type of browser you are using.  CLIPPL may use such information in an aggregated form, such as to measure the usefulness and popularity of our Website.  You may be required to establish a username and/or password to access certain parts of the Website, and/or use certain services offered by CLIPPL.  You hereby agree and acknowledge that you shall be responsible for maintaining the secrecy of your own username and password.  In addition, CLIPPL reserves the right to cancel and/or reassign any username that CLIPPL believes, in its sole and exclusive discretion, to be misleading or violate any third party’s trademark rights or rights of likeness, privacy, or publicity.

5.         PRICING & ADVERTISING DISCLAIMER.  While efforts have been made to make this Website helpful and accurate, due to the open nature of this Website, and the potential for errors in the storage and transmission of digital information, CLIPPL does not warrant the accuracy of information obtained from this Website.  Please note that actual products and services may differ from any text, picture, slide show, video, audio clip, or other description contained in this Website.  CLIPPL is not responsible for typographical, pricing, product information, of advertising errors.  Advertised prices and other information relating to products and services offered by CLIPPL are subject to change without notice.

6.         EXCLUSION OF WARRANTY.  CLIPPL AND ITS THIRD PARTY CUSTOMERS AND MEMBERS MAKE NO WARRANTY OF ANY KIND REGARDING THIS WEBSITE AND/OR ANY MATERIALS PROVIDED ON THIS WEBSITE, ALL OF WHICH ARE PROVIDED ON AN "AS IS" BASIS.  CLIPPL AND ITS THIRD PARTY CUSTOMERS AND MEMBERS DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THIS WEBSITE, OR THE USABILITY, APPOPRIATENESS, OR LEGALITY OF ANY VIM TRANSMITTED USING THIS WEBSITE OR CLIPPL’S SERVICES, AND SUCH PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. 

7.         LIMITATION OF LIABILITY.  CLIPPL ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT, MOBILE PHONE, SMART PHONE, OR OTHER DEVICE OR PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THIS WEBSITE, USE OF CLIPPL’S SERVICES, OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, SLIDE SHOWS, VIMS, VIDEO, OR AUDIO FROM THE WEBSITE.  IN NO EVENT SHALL CLIPPL OR ANY THIRD PARTY CUSTOMERS OR MEMBERS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR LOST DATA OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (I) ANY USE OF THIS WEBSITE OR CONTENT FOUND HEREIN, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF THIS WEBSITE), OR (III) THE PERFORMANCE OR NON-PERFORMANCE BY CLIPPL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO SUCH PARTIES OR ANY OTHER PARTY.

8.         LINKS.  While using this Website, you may choose to link to third party websites that are not affiliated with CLIPPL.  CLIPPL is not responsible for the contents of these third party websites, or any subsequent links, and has no control over the contents therein.  For this reason, CLIPPL does not represent or warrant that the contents of any third party website is accurate, compliant with state or federal law, or compliant with copyright or other intellectual property laws.  All opinions expressed on third party websites are not those of CLIPPL, and CLIPPL does not endorse the contents of such third party websites in any way.  Any reliance on the contents of a third party website is done at your own risk and you assume all responsibilities and consequences resulting from such reliance.  If you decide to access other websites, you do so at your own risk.

9.         SYSTEM AVAILABILITY.  CLIPPL makes every effort to maintain 100% system availability, except during scheduled maintenance periods.  Should we experience technical difficulties, CLIPPL is not responsible for VIMs that are not processed, distributed, or received.

10.       VIOLATIONS OF THIS AGREEMENT.  In the event you violate or attempt to violate any part of this Agreement, CLIPPL reserves the right to terminate your access to this Website immediately, in its sole discretion, with or without notice of any kind.  CLIPPL also reserves the right to involve and cooperate with law enforcement agencies, and to pursue a civil lawsuit or criminal prosecution for any and all alleged or actual illegal activities involving this Website. 

11.       COPYRIGHT & DMCA COMPLAINTS.  CLIPPL endeavors to obey all relevant copyright laws.  CLIPPL will review all claims of copyright infringement received and remove content that is shown to have been posted or distributed in violation of any such laws.  To submit a claim for copyright infringement to CLIPPL, please provide us with the following statements and material (at copyright@CLIPPL.com):

    1. A physical or electronic signature of the copyright owner or the person authorized to act on its behalf;
    2. A description of the copyrighted work claimed to have been infringed;
    3. A description of the infringing material and information reasonably sufficient to permit CLIPPL to locate the material;
    4. Your contact information, including your address, telephone number, and email;
    5. A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
    6. A statement that the information in the notification is accurate, and, under the penalties of perjury, that you are authorized to act on behalf of the copyright owner.

12.       INDEMNIFICATION.  You agree to indemnify, defend, and hold harmless CLIPPL and its affiliates, officers, directors, employees, representatives and its third party customers and members from and against any and all claims, proceedings, damages, injuries, losses, costs, and expenses (including reasonable attorneys' fees and expenses) arising from your use of this Website, use of CLIPPL’s services, and/or breach of this Agreement, regardless of the nature of the cause of action or claim.

13.       RESERVATION OF RIGHTS.  Any and all rights not expressly granted to you in this Agreement are hereby reserved by CLIPPL.

14.       GOVERNING LAW.  This Agreement and its performance shall be governed by the laws of the State of Texas, United States of America, without regard to its conflict of laws provisions.  In the event that you are accessing and using this Website from outside of the United States, you hereby agree and consent to the governing law of the State of Texas, United States of America, and agree to resolve all disputes arising under this Agreement within a state or federal court sitting in the State of Texas.

15.       ASSIGNMENT.  You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder.  CLIPPL may assign this Agreement to any purchaser of all or substantially all of its assets or business to which this Agreement relates.

16.       MODIFICATION.  CLIPPL may at any time amend and modify this Agreement and your continued use of this Website will be conditioned upon the terms and conditions in force at the time of your use.  You may not modify this Agreement. 

17.       ADDITIONAL TERMS.  Additional and/or different terms and conditions may apply to purchases of CLIPPL’s goods and services and other uses of portions of this Website.  If applicable, you agree to abide by such other terms and conditions.  You further agree and acknowledge that CLIPPL may refuse access to the Website, and refuse to render services, to any person for any reason whatsoever.

18.       SEVERABILITY.  These terms and conditions shall be deemed severable.  In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

19.       ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement between you and CLIPPL relating to the subject matter hereof, and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter.