TERMS OF USE

UPDATED 08/04/2014

This agreement requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute.

Thank you for visiting www.clipinteractive.com (the “Site”), which is owned by Clip Interactive, LLC. (“Clip Interactive”). These Terms of Use (the “Terms”) govern your use of the Site. Please read these Terms carefully. BY ACCESSING, BROWSING, OR OTHERWISE USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THESE TERMS OF USE.

 

UGC

  1. The Site provides you with the ability to post certain content such as photos, statements and comments and opinions (“UGC”) to servers maintained by or on behalf of Clip Interactive.  You are responsible for any UGC you post and for any consequences thereof.
  2. The UGC you submit, post, or display may be able to be viewed by other users of the Site and through third party services and websites.  You should only provide UGC that you are comfortable sharing with others.  You are expressly prohibited from posting any UGC that is false, fraudulent, inaccurate, misleading, unlawful, harassing, defamatory, offensive, libelous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable, encourages criminal conduct or conduct that could give rise to civil liability, or that infringes upon any copyright, trademark, service mark, or other intellectual property right or proprietary right of any third party (“Prohibited Content”). We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any UGC or communications posted via the Site or endorse any opinions expressed via the Site. You understand that by using the Site, you may be exposed to UGC that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Clip Interactive be liable in any way for any UGC, including, but not limited to, any errors or omissions in any UGC, or any loss or damage of any kind incurred as a result of the use of any UGC posted, emailed, transmitted or otherwise made available via the Site or broadcast elsewhere.
  3. You will not upload, post or otherwise make available on via the Site, any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. Clip Interactive does not have any express burden or responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. By submitting material to any public area of the Site, you warrant that the owner of such material has expressly granted Clip Interactive the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material.
  4. We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any UGC on the Site and to terminate users or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Clip Interactive, its users and the public.

Ownership Rights

  1. As between you and Clip Interactive, the Site, and all text, content, documents, names, logos, trademarks, service marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property appearing in the Site (excluding UGC), and the organization, compilation, look and feel, illustrations, artwork, videos, music, software and other works on the Site (the “Materials”) are owned by Clip Interactive and its affiliates or used with permission or under license from a third party (hereinafter collectively referred to as the “Owner”) and are protected under copyright, trademark and other intellectual property and proprietary rights laws. As between Clip Interactive and you, all right, title and interest in and to the Materials will at all times remain with Clip Interactive and/or its Owners. The word “Clip Interactive,” and other marks, logos and titles are registered and/or common law trade names, trademarks or service marks of Clip Interactive.
  2. As between Clip Interactive and you, all rights in and to any UGC remain with the user that submitted the UGC to the Site. You agree, acknowledge, represent, and warrant to Clip Interactive that: (i) you own or have all necessary rights and permissions to upload and  post UGC via the Site and grant Clip Interactive the rights herein; (ii) that your UGC does not contain any Prohibited Content; (iii) and that your UGC constitutes information residing on our systems or networks at your direction under the Digital Millennium Copyright Act, 17 U.S.C. § 512(c).   You agree to indemnify, defend, release and hold Clip Interactive and Clip Interactive’s agents, affiliates, and representatives, representatives , directors, officers, and employees harmless from and against any third-party claim, cause of action, demand or damages related to or arising out of any UGC submitted by you.

Restrictions on Use

You agree that any copy of the Materials (or any portion of the Materials) that you make must retain all copyright and other proprietary notices contained herein or therein.. You shall not, without Clip Interactive’s express written consent: (a) distribute text or graphics to others, (b) copy and retransmit, disseminate, broadcast, circulate, or otherwise distribute the Materials on any other server, or modify or re-use all or part of the Materials on this system or any other system, (c) use any trade name, trademark, or brand name of Clip Interactive in metatags, keywords and/or hidden text, (d) copy, distribute, modify, transmit, perform, reuse, re-post, or otherwise display the Materials, in whole or in part, for public or commercial purposes or modify, translate, alter or create any derivative works thereof, (e) create derivative works from the Materials or commercially exploit the Materials, in whole or in part, in any way, (f) use the Site, the Materials, and/or any portion thereof, in any manner that may give a false or misleading impression, attribution or statement as to Clip Interactive, the Owner, or any third party referenced therein, (g) use the Materials, and/or any services and products on the Site or accessible via the Site for unlawful purposes only; or (h) alter, remove or obscure any copyright notice, digital watermarks, proprietary legends or any other notice included in the Materials.

Promotions

In addition to these Terms, your use of the mobile application offered by Clip Interactive (“App”) and any contests, sweepstakes, surveys, games or similar promotions (collectively, “Promotions”) made available through the Site or the App are governed by specific rules that are separate from these Terms. To the extent that the terms and conditions of such rules conflict with these Terms, the terms and conditions of such rules shall control.

Copyright Policy.

Clip Interactive respects the intellectual property rights of others and expects users of the Site to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your UGC has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) 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 (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. We reserve the right to remove UGC alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, Clip Interactive will also terminate a user’s account if the user is determined to be a repeat infringer. Our designated copyright agent for notice of alleged copyright infringement appearing on the Site is: info@Clip Interactive.com

United States Only

By using the Site, you agree and acknowledge that the Site is hosted in the United States. If you are attempting to access the Site from a physical location within the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of this Site, which is governed by U.S. law, this Terms of Use, and the Clip Interactive Privacy Policy, you are transferring your personal information to the United States and you consent to (i) such transfer, (ii) the application of the laws of the United States and/or the State of Colorado with respect to any dispute arising from or related to the Privacy Policy and/or your use of the Site, other than such rules, regulations, case law, and/or international treaties that would result in the application of the laws of a jurisdiction other than the United States or the State of Colorado, and (iii) the exclusive jurisdiction of the courts of the United States and the State of Colorado. Any claim or dispute between you and Clip Interactive that arises in whole or in part from your use of the Site or in connection with the Privacy Policy shall be decided exclusively by a court of competent jurisdiction located in Denver, Colorado, U.S.A. Each party hereby agrees that such court shall have in personam jurisdiction and venue with respect to such party, and each party hereby submits to the in personam jurisdiction and venue of such courts and waives any objection based on inconvenient forum.

No Warranty

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK AND THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ANY content or information PROVIDED BY THE SITE, INCLUDING All materials and the app, ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CLIP INTERACTIVE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE AND ANY content or information PROVIDED BY THE SITE, INCLUDING ANY THIRD PARTY CONTENT, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. CLIP INTERACTIVE DOES NOT WARRANT THAT THE SITE OR ANY CONTENT PROVIDED BY THE SITE, including All materials and the app, WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CLIP INTERACTIVE OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.

Limitation of Liability

Your use of the Site is at your own risk. TO THE EXTENT NOT PROHIBITED BY LAW, Neither CLIP INTERACTIVE, its affiliates, nor any of their respective officers, directors, agents or other representatives will BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SITE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF CLIP INTERACTIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall CLIP INTERACTIVE’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of ONE HUNDRED dollars ($100.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

Arbitration; Applicable Law

PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.

Except for a claim by Clip Interactive of infringement or misappropriation of Clip Interactive’s patent, copyright, trademark, or trade secret, any and all disputes between you and Clip Interactive arising under or related in any way to these Terms must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of the Site.

YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND Clip Interactive ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND Clip Interactive 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. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and Clip Interactive must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in Denver, CO. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in Denver, Colorado. Claims of infringement or misappropriation of Clip Interactive’s patent, copyright, trademark, or trade secret shall be exclusively brought in the state and federal courts located in Denver, Colorado.

The laws of the State of Colorado, excluding its conflicts of law rules that would result in the laws of a State other than Colorado, govern this license and your use of the Site.

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.

No Framing; Links; Third Party Sites

Framing, in-line linking or other methods of association with the Site are expressly prohibited without prior written approval from Clip Interactive.

Ability to Accept Terms of Use

You affirm that you are more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.

Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Clip Interactive without restriction.

Notice

From time to time, Clip Interactive may revise these Terms. To help you stay current of any changes, Clip Interactive notes the date these Terms was last updated above. Your use of the Site following the posting of any revised Terms shall be deemed acceptance of the revised policy.

Termination

Clip Interactive may cancel, suspend or block your use of the Site without notice if there has been a violation of these Terms or our Privacy Policy. YOU AGREE THAT CLIP INTERACTIVE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE, CONTENT OR MATERIALS. Any limitations on liability that favor Clip Interactive will survive the expiration or termination of these Terms for any reason

Miscellaneous

Clip Interactive’s failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.