Terms of Service

Welcome to ClipTier. Thank you for using the ClipTier platform and the products, services and features we make available to you as part of the platform (collectively, the “Services”). Please read on to learn the rules and restrictions that govern your use of the Services. If you do not understand the Agreement, or do not accept any part of it, then you may not use the Services. If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:

Email: hello@cliptier.com

Your Services Provider

The entity providing the Services is ClipTier (referred to as “ClipTier”, “we”, “us”, or “our”).

Applicable Terms

Your use of the Services is subject to these terms which may be updated from time to time (together, this “Agreement”). The Agreement includes the provisions in this document as well as those in the Privacy Policy. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.

Age Requirements

You must be at least 16 years old to use the Services; however, children of all ages may use the Services if enabled by a parent or legal guardian.

You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you've received your parent's or guardian's permission to use the Services and have gotten your parent or guardian to agree to this Agreement on your behalf).

Permission by Parent or Guardian

If you are under 18, you represent that you have your parent or guardian's permission to use the Services. Please have them read this Agreement with you.

If you are a parent or legal guardian of a user under the age of 18, by allowing your child to use the Services, you are subject to the terms of this Agreement and responsible for your child's activity on the Services.

Businesses

If you are using the Services on behalf of a company or organization, you represent that you have authority to act on behalf of that entity, and that such entity accepts this Agreement. You may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occur using your credentials.

Content on the Services

The content on the Services includes videos, audio (for example music and other sounds), graphics, photos, text (such as comments and scripts), branding (including trade names, trademarks, service marks, or logos), a person's name, photograph, voice, or likeness, interactive features, software, typefaces, metrics, and other materials whether provided by you, ClipTier or a third party (collectively, “Content”). Any and all rights in a person's name, photograph, voice, or likeness are jointly called “Publicity Rights” and considered part of intellectual property rights.

Content is the responsibility of the person or entity that provides it to the Services. ClipTier is under no obligation to host or serve Content. If you see any Content you believe does not comply with this Agreement, including by violating the law, you may report it directly to the hosting platform (e.g., YouTube, TikTok, etc.) where the content is published, or contact us at hello@cliptier.com.

ClipTier Account

You may be required to sign up for an account, select a password and user name (“ClipTier Account”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not provide us with a name that you do not have the right to use, or another person's name with the intent to impersonate that person. You may not transfer your ClipTier Account to anyone else without our prior written permission.

Additionally, you may be able to access certain parts or features of the Services by using your ClipTier Account credentials from other services, such as those offered by Google. By using the Services through a third-party account, you permit us to access certain information from such account for use by the Services. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your third-party account.

You will only use the Services for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. Notwithstanding the foregoing, if you are a user of Paid Services, you are licensed to use the Services for commercial uses and otherwise to the fullest extent possible under applicable law, subject to all the terms and conditions of this Agreement. If your use of the Services is prohibited by applicable laws, then you aren't authorized to use the Services.

You will not share your ClipTier Account with anyone, and you must protect the security of your ClipTier Account, password and any other access tools or credentials. You're responsible for any activity associated with your ClipTier Account.

Your Information

Our Privacy Policy explains how we treat your personal data and protect your privacy when you use the Services.

Children's Online Privacy Protection Act

The Children's Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 16 years of age; if you are a child under 16 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 16 years of age, we will delete that information as quickly as possible. If you believe that a child under 16 years of age may have provided us personal information, please contact us at hello@cliptier.com.

Cookies

We employ the use of cookies. By accessing ClipTier, you agreed to use cookies in agreement with our Privacy Policy.

Most interactive websites use cookies to let us retrieve the user's details for each visit. Cookies are used by our website to enable the functionality of certain areas to make it easier for people visiting our website.

Messaging

As part of the Services, you may receive communications through the Services, including messages that ClipTier sends you (for example, via email). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages.

Permissions and Restrictions

You may access and use the Services as made available to you, as long as you comply with this Agreement and applicable law.

You represent, warrant, and agree that you will not provide or contribute anything, including any Content or User Submission (as those terms are defined below), to the Services, or otherwise use or interact with the Services, in a manner that:

• Infringes or violates the intellectual property rights or any other rights of anyone else (including ClipTier).
• Violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by ClipTier.
• Is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable.
• Jeopardizes the security of your ClipTier Account or anyone else's (such as allowing someone else to log in to the Services as you).
• Attempts, in any manner, to obtain the password, account, or other security information from any other user.
• Violates the security of any computer network, or cracks any passwords or security encryption codes.
• Runs mail list, listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure).
• “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means).
• Decompiles, reverse engineers, or otherwise attempts to discover or obtain the source code, underlying components of models, algorithms, or underlying ideas of or relating to the Services.
• Uses output from the Services to develop models that compete with ClipTier.
• Buys, sells, or transfers API keys without our prior consent.
• Sends us any personal information of children under 13 or the applicable age of digital consent.
• Collects or harvests any information that might identify a person (for example, usernames or faces).
• Uses the Services to distribute unsolicited promotional or commercial content or other unwanted or mass solicitations.
• Causes or encourages any inaccurate measurements of genuine user engagement with the Services, including by paying people or providing them with incentives to increase a video's views, likes, or dislikes, or to increase a channel's subscribers, or otherwise manipulate metrics in any manner.
• Misuses any reporting, flagging, complaint, dispute, or appeals process, including by making groundless, vexatious, or frivolous submissions.
• Knowingly uses or infringes upon the use of an individual's name, photograph, voice, or likeness in any medium, for purposes of advertising products, merchandise, goods, or services without proper authorization.
• Publishes, performs, distributes, transmits, or otherwise makes available to the public an individual's voice or likeness with knowledge that use of the voice or likeness was without proper authorization.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services. We reserve the right to terminate your right to use or access the Services at any time, for any reason, in our sole discretion, and without notice.

Reservation

Using the Services does not give you ownership of or rights to any aspect of the Services, including user names or any other Content posted by others or ClipTier.

Develop, Improve and Update the Services

ClipTier is constantly changing and improving the Services. As part of this continual evolution, we may make modifications or changes (to all or part of the Services) such as adding or removing features and functionalities, offering new digital content or Services, or discontinuing old ones. We may also need to alter or discontinue the Services, or any part of it, in order to make performance or security improvements, make changes to comply with law, or prevent illegal activities on or abuse of our systems. We'll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn't always practical.

Change of Terms

We are constantly trying to improve our Services, so this Agreement may need to change along with our Services. We reserve the right to change this Agreement at any time, but if we do, we will place a notice on our site located at cliptier.com, send you an email, and/or notify you by some other means.

If you don't agree with the new terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to this Agreement is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of this Agreement will be effective unless in writing and signed by both you and us.

Your Rights in the Services

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions and so forth are protected by copyright, Publicity Rights and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won't use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else's (including ClipTier's) rights.

Subject to this Agreement, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution, or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that ClipTier owns the Services. You won't modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this section), create derivative works based on, or otherwise exploit any of the Services.

User Submissions

Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission”. Some User Submissions may be viewable by other users. You are solely responsible for all User Submissions you contribute to the Services. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with this Agreement, all applicable laws, rules, and regulations.

You warrant and represent that you will not post, upload, share, store, or otherwise provide through the Services any User Submissions that: (i) infringe any third party's copyrights, Publicity Rights or any other rights; (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing schemes, get rich quick schemes, online gaming and gambling, or other dubious money-making ventures; or (viii) violate any law.

Rights You Grant

In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.

For all User Submissions, you hereby grant ClipTier a license to translate, modify (for technical purposes, for example, making sure your content is viewable on a mobile device as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services. This is a license only — your ownership in User Submissions is not affected.

If you store a User Submission in your own personal ClipTier Account in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant ClipTier the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.

You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, provided that when you delete your ClipTier Account, we will stop displaying your User Submissions to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from ClipTier's records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users.

Finally, you understand and agree that ClipTier, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

Removing Your Content

You may remove your Content from the Services at any time. You also have the option to make a copy of your Content before removing it. You must remove your Content if you no longer have the rights required by these terms.

Removal of Content by ClipTier

We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of this Agreement), in our sole discretion, and without notice.

Notice and Takedown (DMCA)

In accordance with the DMCA, we've adopted the following policy toward copyright and Publicity Rights infringement. We reserve the right to (1) block access to or remove material that we believe in good faith has been illegally copied and distributed in violation of copyright or Publicity Rights by any of our affiliates, content providers, members, or users and (2) remove and discontinue Services to repeat offenders.

Procedure for Reporting Copyright and Publicity Rights Infringements. If you believe that material or content residing on or accessible through the Services infringes your copyright and/or Publicity Rights (or of someone whom you are authorized to act on behalf of), please send a notice of copyright and/or Publicity Rights infringement containing the following information to our Designated Agent (contact details below):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or Publicity Rights that have been allegedly infringed;
2. Identification of works or materials being infringed;
3. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the owner seeks to have removed, with sufficient detail so that ClipTier is capable of finding and verifying its existence;
4. Contact information about the notifier including address and, if available, email address;
5. A statement that the notifier has a good faith belief that the material is not authorized by the owner, its agent, or the law; and
6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the owner.

Once Proper Bona Fide Infringement Notification is Received by the Designated Agent. Upon receipt of a proper notice of copyright and Publicity Rights infringement, we reserve the right to:

• remove or disable access to the infringing material;
• notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and
• terminate such content provider's access to the Services if he or she is a repeat offender.

Procedure to Supply a Counter-Notice to the Designated Agent. If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the owner, the owner's agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent:

1. A physical or electronic signature of the content provider;
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
3. A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
4. Content provider's name, address, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's address is located, or, if the content provider's address is located outside the United States, for any judicial district in which ClipTier is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, ClipTier may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that ClipTier may replace the removed material or cease disabling it in 10 business days. Unless the owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at ClipTier's discretion.

Please contact ClipTier's Designated Agent at: hello@cliptier.com

Responsibility for What You See and Do on the Services

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren't liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can't guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by ClipTier. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that ClipTier is not responsible for such risks.

ClipTier has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, ClipTier will not and cannot monitor, verify, censor, or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that ClipTier shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site or Services, or between users and any third party, you agree that ClipTier is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release ClipTier, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected, or unsuspected, disclosed, or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Terminations by You

You may stop using the Services at any time. You may close your ClipTier Account and remove your data from your account settings. You also have the option to download a copy of your data first.

Terminations and Suspensions by ClipTier

ClipTier is free to terminate (or suspend access to) your use of the Services or your ClipTier Account for any reason in our discretion, including your breach of this Agreement. ClipTier has the sole right to decide whether you are in violation of any of the restrictions set forth in this Agreement.

Effect of Account Suspension or Termination

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and this Agreement), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone's safety or security, or otherwise harmful to the rights or property of ClipTier.

If you have deleted your ClipTier Account by mistake, contact us immediately at hello@cliptier.com — we will try to help, but unfortunately, we can't promise that we can recover or restore anything.

Provisions that, by their nature, should survive termination of this Agreement shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

Downloadable Software

When the Services require or include downloadable software, unless that software is governed by additional terms which provide a license, ClipTier gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by ClipTier as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by ClipTier, in the manner permitted by this Agreement. You are not allowed to copy, modify, distribute, sell, or lease any part of the software, or to reverse-engineer or attempt to extract the source code of that software, unless laws prohibit these restrictions, or you have ClipTier's written permission.

Open Source

Some software used in our Services may be offered under an open source license that we make available to you. There may be provisions in an open source license that expressly override some of these terms, so please be sure to read those licenses.

The Services may be free, or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.

ClipTier uses a credit system. Credits are required to process videos. Credit quantities, monthly allocations, and prices are described in your account dashboard and may change with notice. Paid plans renew automatically until canceled.

Note that if you choose to use a paid feature of the Services, you authorize us to charge you for all fees payable for such feature. We may use third-party payment processors to bill you through a payment account linked to your ClipTier Account. The processing of payments may be subject to the terms, conditions, and privacy policies of the payment processors in addition to this Agreement.

We may offer a free trial period, during which we will not charge you for the Services. Unless you cancel before the end of the free trial period, we may automatically start to bill you for the Services on a subscription basis.

ALL FEES AND CHARGES ARE NONREFUNDABLE, AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS, except where required by law. Disputes regarding billing must be raised within 30 days of the charge.

THE SERVICES AND ALL CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. CLIPTIER (AND ITS SUPPLIERS) SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CLIPTIER OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

CLIPTIER (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE; THAT ANY DEFECTS WILL BE CORRECTED; THAT THE SERVICES OR ANY SERVER THAT MAKES A PORTION OF THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU AGREE THAT YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM ANY SUCH ACTIVITY. IF YOUR USE OF THE SERVICES OR ANY CONTENT IS UNLAWFUL IN YOUR JURISDICTION, YOU MUST NOT USE THE SERVICES.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL CLIPTIER (OR ITS SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (i) ONE-HUNDRED ($100) DOLLARS OR (ii) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO CLIPTIER IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL.

SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

To the fullest extent allowed by applicable law, you agree to indemnify and hold ClipTier, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of this Agreement. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

You may not assign, delegate or transfer this Agreement or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without ClipTier's prior written consent. We may transfer, assign, or delegate this Agreement and our rights and obligations without consent.

This Agreement is governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of California, without regard to the conflicts of laws provisions thereof.

Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

YOU AND CLIPTIER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and ClipTier agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that ClipTier may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.

The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that this Agreement shall otherwise remain in full force and effect and enforceable. You and ClipTier agree that this Agreement is the complete and exclusive statement of the mutual understanding between you and ClipTier, and that this Agreement supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.

ClipTier shall not be liable to you for any delay or failure in performance of the Services resulting from acts beyond ClipTier's reasonable control, including without limitation acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, internet service provider failures or delays, or denial of service attacks.

Questions about these Terms? Contact us:

ClipTier
Email: hello@cliptier.com