Please read these Terms of Use (the "Terms") for the Clipster™ service (the "Service"), which is available through www.clipster-video.com (the "Website"), third party platforms and services (e.g. Facebook, mobile devices, etc.) ("Third Party Sites") and any software applications that may permit access to all or any portion of the Service (each an "Application"), carefully before using the Service, including any discussion forums available on or through the Service (each a "Forum").
THESE TERMS CREATE A BINDING LEGAL CONTRACT BETWEEN YOU AND Clipster B.V. ("Clipster"). BY USING THE SERVICE - WHETHER YOU ARE A CASUAL VISITOR TO THE SERVICE BROWSING THE PAGES CREATED BY OTHERS OR OTHER ENTITY USING THE SERVICE TO PROMOTE YOURSELF OR YOUR BUSINESS - YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT USE - AND ARE NOT AUTHORIZED TO USE - ALL OR ANY PORTION OF THE SERVICE.
The Service is offered by Clipster to enable you to market yourself and your business to your fans, people who should be your fans, and potentially all other users of the Internet. We give you significant control over how you can do this. The Service is highly customizable and evolving, and you can control how much or how little information and material you want to share with the world. You can make your videos available for free to a limited amount of five. You can make certain content and information generally available to all users of the Service and limit other content and information to only select partners you designate. You decide. We are here to help you.
If you are using or opening an account on the Service on behalf of a company, entity or organization (each a "Subscribing Entity"), then you represent and warrant that you: (i) are an authorized representative of that Subscribing Entity with the authority to bind such entity to these Terms and (ii) agree to be bound by these Terms on behalf of such Subscribing Entity.
1. GENERAL
1. Changes to these Terms.
The Website and portions of the Service are owned and operated by Clipster. Clipster reserves the right to revise these Terms in its sole discretion at any time and without prior notice to you other than by posting the revised Terms on the Website. Any revisions to the Terms are effective upon posting. The Terms will be identified as of the most recent date of revision. It is incumbent upon you to visit this page periodically to ensure your continued acceptance of these Terms. Your continued use of the Service after a revised version of these Terms has been posted by Clipster to the Website constitutes your binding acceptance of such revision and the revised Terms. Notwithstanding the preceding sentences of this Section 1.1, no revisions to these Terms will apply to any dispute between you and Clipster that arose prior to the date of such revision.
2. Evolving Nature of Service.
The Service is continually under development and changes to the Service may be made at any time. If you disagree with the Terms or are in any way dissatisfied with the Service, we hope you will let us know by sending an e-mail to support@clipster-video.com, but your sole remedy is to discontinue your use of the Service.
3. Consideration.
You understand and agree that these Terms are entered into in consideration of your use of the Service and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
2. USE OF THE SERVICE
Clipster may provide the Service through the Website, Third Party Sites, www.Clipster.nl and other channels owned or operated by or on behalf of Clipster B.V., Applications, and any other media or channels now known or hereafter developed. The Service may require that you agree to additional terms and conditions, including those of Third Party Sites. Any terms and conditions required by Clipster for use of any portion of the Service offered by Clipster (but not those of any Third Party Site) will, unless otherwise expressly stated in such terms, supersede these Terms in the event of a conflict only as to the services with respect to which those terms relate. Such additional terms and conditions (if any) (but not those of any Third Party Site), are hereby incorporated into and made a part of these Terms by reference. You may also be subject to the terms of use of any Third Party Sites and you are solely responsible for your acceptance of and compliance with such terms.
3. CHILDREN
The Service is not intended for children under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. By using the Service, you affirm that you are at least 18 years of age. Clipster does not seek through the Service to gather personal information from or about children under the age of 13.
4. SERVICE SECURITY
You must exercise caution, good sense and sound judgment when using the Service. You are prohibited from violating, or attempting to violate, the security of the Service. Any such violations may result in criminal and/or civil penalties against you, as well as the termination of your privilege to use the Service, at Clipster's sole discretion. Clipster reserves the right to investigate any alleged or suspected violations and, if a criminal violation is suspected, refer such suspected violation to the appropriate law enforcement agencies and cooperate fully with such investigations, including, but not limited to, the disclosure of any or all of your activities on or related to the Service.
5. MATERIALS SUBMITTED TO THE SERVICE; LICENSE GRANT FROM YOU TO CLIPSTER
1. User Content.
This section governs any material that you upload or transmit to or through the Service or to us through email outside of a Forum, including, without limitation, musical works, sound recordings, literary works, photographs, audiovisual works, artwork, comments, and messages (collectively, "User Content"). For the avoidance of doubt, this includes User Content that may be uploaded to and/or accessed from third-party sites that may host all or any portion of your User Content, such as, by way of example and not limitation YouTube and Vimeo (each a "Hosting Service" and, collectively, the "Hosting Services"). You are solely responsible for all User Content you submit to or through the Service. You agree, represent, and warrant that any User Content you upload or transmit to or through the Service or to us through email is truthful, accurate, not misleading, and offered in good faith, and that you have all rights, licenses, permissions, and authorizations necessary to upload and transmit the User Content to and through the Service and grant the rights to the User Content as set forth in these Terms. You must not upload or transmit any User Content to or through the Service or to us through email that you consider to be confidential or proprietary or the rights to which have not been cleared by you. Except as otherwise expressly agreed to in a separate writing signed by you and an authorized representative of Clipster, or as otherwise specified in these Terms, any User Content uploaded or transmitted to or through the Service or to us via email will be considered non-confidential and non-proprietary, and treated as such by Clipster, and may be used by Clipster for any purpose or disclosed by Clipster to any third party with or without notice to you and without any liability to Clipster.
2. Retention of Your Intellectual Property Rights.
BY UPLOADING OR OTHERWISE PROVIDING USER CONTENT TO THE SERVICE YOU ARE NOT - PURSUANT TO THESE TERMS - SURRENDERING ANY INTELLECTUAL PROPERTY RIGHTS IN YOUR USER CONTENT THAT YOU MAY HAVE. RATHER, YOU ARE MERELY GRANTING CLIPSTER A LICENSE PURSUANT TO THE PROVISIONS OF THESE TERMS. YOU WILL CONTINUE TO OWN, TO THE EXTENT OF YOUR EXISTING RIGHTS, ALL OF YOUR USER CONTENT, INCLUDING, BUT NOT LIMITED TO, YOUR MUSICAL WORKS AND AUDIOVISUAL WORKS. NOTWITHSTANDING THE PRECEDING SENTENCES OF THIS SECTION 5.2, ANY USER CONTENT TRANSMITTED BY YOU THROUGH THE SERVICE TO ANY HOSTING SERVICES, SUCH AS, BY WAY OF EXAMPLE AND NOT LIMITATION, YOUTUBE, WILL BE SUBJECT TO THE TERMS OF USE OR SERVICE OF SUCH HOSTING SERVICES, INCLUDING, BUT NOT LIMITED TO, THE GRANT OF RIGHTS GIVEN BY YOU TO SUCH HOSTING SERVICES WITH RESPECT TO YOUR USER CONTENT, IF ANY.
3. License Grants.
Except as expressly provided in Clipster's Privacy Policy, you hereby grant Clipster an unrestricted, assignable, sublicensable, revocable, royalty-free license throughout the whole world to reproduce, distribute, publicly display, communicate to the public, publicly perform (including by means of digital audio transmissions) on a through-to-the-audience basis, create derivative works from, transmit to Third Party Sites and Hosting Services, and otherwise use and exploit (collectively, "Use") all User Content you upload to or through the Service or to us through email (excluding only Reserved User Content more fully described below), through any media and formats now known or hereafter developed, including Third Party Sites, Hosting Services, and Applications, efor the purposes of: (a) advertising, marketing, and promoting (including through the public performance, public display, making available, and communicating to the public your User Content, Clipster, and the Service, in Clipster's sole discretion; (b) sharing information about your User Content with third parties, Hosting Services and Third Party Sites for any use or purpose selected by Clipster, including, by way of example and not limitation, for use in charting the popularity of User Content on the Service and making your calendar of appearances publicly available; (c) providing biographical information about you and your User Content in connection with your involvement with any event, good or service, and (d) transmitting or distributing your User Content to Third Party Sites and/or Hosting Services, such as, by way of example and not limitation, YouTube or other data storage or cloud computing service providers, for the purpose of reproducing, hosting, storing, and managing your User Content. You further grant Clipster a royalty free license to Use your name, image, voice, likeness, and any photographs or artwork made available by or on your behalf through the Service in conjunction with advertising, marketing, or promoting you, your User Content, Clipster or the Service. This means that you are granting Clipster the right to Use the User Content you upload to and through the Service without the obligation to pay any royalties to any movie copyright owner (e.g., a movie company), a musical work copyright owner (e.g., a music publisher), a musical works performing rights organization , a sound recording PRO , any unions or guilds , and engineers, producers or other participants involved in the creation of User Content.
4. Reserved User Content.
The Service may from time to time permit you to designate certain User Content for limited release and distribution. For example, you may wish to upload certain (music) videos to or through the Service that you want to be made available only to certain business partners for a limited time period before the content is made generally available to the public (e.g., an exclusive sneak preview or limited release window). Similarly, you may wish to provide certain content that is only available to promotional partners who are sponsoring a tour or working with you to promote a particular product or service. To the extent the functionality of the Service permits a user to distinguish between different types of User Content, the Service will permit you to designate such limited-use content ("Reserved User Content") through a specially designated tab in your account page on the Service (the "Promotional Tab"). Only certain User Content can be designated as Reserved User Content, and any content improperly designated as Reserved User Content will be treated as User Content. Content that may not be designated as Reserved User Content will be identified through the Service. By way of example and not limitation, Reserved User Content may not include (a) general biographical information, (b) tour date information, and (c) discography information. Reserved User Content may include (x) music videos and (y) sound recordings. The grant of rights in Section 5.3 shall apply to all Reserved User Content; provided, however, that the third parties designated in a Promotional Tab to have access to Reserved User Content will be the only parties granted access to your Reserved User Content for the duration of the time period set by you in the Promotional Tab. The limitations set forth in this Section 5.4 may be subject to the terms of any Hosting Services on which any Reserved User Content may be uploaded, reproduced, or hosted , and Clipster makes no representations and warranties with respect to any limitations that may be imposed on any Reserved User Content uploaded by you to a Hosting Service.
5. Limitations on Grant of Rights to Clipster.
Notwithstanding the grant of rights in Section 5.3, nothing contained in these Terms grants Clipster a right or license to: (a) sell phonorecords (e.g., CDs, LPs, DVDs, Blue Rays or digital downloads) of User Content unless you specifically authorize Clipster to sell phonorecords through an election made through your account, to the extent Clipster provides the functionality for the sale of content through the Service; (b) authorize third parties to incorporate any User Content (including Reserved User Content) in any audio-only or audiovisual commercials, television programs, movies or any similar audiovisual works; or (c) Use User Content to promote any other good or service other than you, your User Content, Clipster or the Service. Nothing herein shall preclude Clipster from linking to any third party sites through which sales of phonorecords, audiovisual works, and other merchandise embodying your sound or video recordings, name, voice, image, etc. may be facilitated (e.g., Apple's iTunes).
6. Waiver of Rights.
By uploading User Content to or through the Service you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content (excluding only Reserved User Content). You further waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof, including, without limitation, your name, likeness, voice, image, and persona or any advertising or publicity relating thereto. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you upload to or through the Service, during the term of these Terms. You expressly release Clipster and all of Clipster's agents, partners, subsidiaries, affiliates, licensees, successors, and assigns from any and all claims, demands, liabilities, or causes of action, whether now known or unknown, for defamation, copyright infringement, violation of moral rights, and invasion of the rights to privacy, publicity, or personality or any similar matter, or based upon or relating to the Use of your User Content. Notwithstanding the preceding sentences of this Section 5.6, you should let us know immediately if you object to any uses of your User Content on or through the Service or in the promotion of the Service. We will consider all reasonable requests to terminate any Use that you find objectionable, but we shall have no liability to you for any Use authorized in these Terms.
7. Specific Rules for Musical Works.
If you are a composer or author of a musical work and have affiliated with a PRO, then you must notify your PRO of the royalty free license granted by you to Clipster through these Terms. Each PRO has different rules with respect to providing notification for a direct license. You are solely responsible for ensuring your compliance with the relevant PRO's reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty free license set forth in these Terms or have such music publisher enter into these Terms with Clipster. Just because you authored a video work doesn't mean you have the right to grant Clipster the licenses contained in these Terms.
8. Confirmation of Rights.
Clipster reserves the right to demand confirmation from you in writing of all authorizations, licenses, permissions, and consents obtained by you (if any) with respect to any third-party materials embodied in User Content you upload to or transmit through the Service. If you fail to provide us with such confirmation upon request, we reserve the right to remove or deny access to any or all of your User Content available on or through the Service and to suspend or terminate your account with Clipster. We will have no liability to you for any actions taken by us pursuant to this Section 5.9
9. Rights for Third Party Sites; Through-to-the-Audience Rights.
Just to be clear, the rights granted by you in these Terms include the right of Clipster to Use User Content you upload or submit to or through the Service through the Site and Third Party Sites, such as Facebook, and all of the rights granted herein by you are provided on a through-to-the-audience basis, meaning the owners or operators of such Third Party Sites will not have any separate liability to you or any other third party (e.g., a PRO) for User Content uploaded to, transmitted or publicly performed through the Service and made available to o through such Third Party Sites.
10. Portability of User Content.
Once you upload or transmit User Content on or through the Service, you may be entitled to make your User Content available through Third Party Sites. We may from time to time offer Applications (including widgets) that you may place on Third Party Sites. We may or may not permit you to limit the amount of your User Content available through such Applications, although Reserved User Content would not be made available through Applications.
11. Representations and Warranties with Respect to User Content.
By uploading or transmitting User Content to or through the Service, you hereby represent and warrant to Clipster that (a) you have obtained all necessary rights, permissions, authorizations, licenses, and clearances to grant the licenses and rights set forth in these Terms with respect to such User Content and (b) the Use of such User Content in a manner consistent with these Terms will not (i) infringe the rights of any third party, including copyright, trademark, patent and other intellectual property rights or other protected rights, such as the rights of privacy or publicity, or (ii) require Clipster or any Third Party Site on or through which the Service is made available to pay any fees of any kind to any third party, including, but not limited to, any sound recording copyright owner, any musical work copyright owner, any PRO (video work, or musical work), any union, guild, non-featured vocalist or musician, engineer, producer, co-author, record royalty participant or any other person or entity, or any use or re-use fees for the Use of any sound recording or audiovisual work. WARNING: YOU MAY NOT UPLOAD TO OR THROUGH THE SERVICE, WHETHER IN WHOLE OR IN PART, ANY USER CONTENT FOR WHICH YOU DO NOT OWN, CONTROL OR HAVE EXPRESS WRITTEN AUTHORIZATION TO USE. IF YOU UPLOAD CONTENT OWNED BY A THIRD PARTY WITHOUT AUTHORIZATION OR AS OTHERWISE PERMITTED BY LAW, THEN YOU MAY BE SUBJECT TO LIABILITY TO THE THIRD PARTY OWNERS OF SUCH CONTENT AS WELL AS TO CLIPSTER. CLIPSTER MAY ASSIST THIRD PARTIES IN ENFORCING THEIR RIGHTS, WITHOUT ANY LIABILITY TO YOU. CLIPSTER MAY TERMINATE YOUR RIGHT TO USE THE SERVICE FOR A VIOLATION OF THIS SECTION.
12. Other Inventions and Concepts.
You further grant to Clipster a royalty free license throughout the whole world to use, without any payment or accounting to you or any other third party, any concepts, know-how, ideas or inventions that you (and those who act on your behalf) upload or transmit to or through the Service or to us through email.
6. REGISTRATION
1. Log In Credentials.
In order to use the Service you will have to register and log in using your Facebook credentials although we reserve the right to require or permit a separate, non-Facebook user name and password in our sole discretion. The Service permits multiple users to have access to the same account profile on the Service (e.g., an artist and the artist's manager may both be granted access to the artist's user profile). You are responsible for maintaining the confidentiality of your Facebook credentials in order to use the Service, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify Clipster immediately of any unauthorized use of your Facebook credentials or any other breach of security with respect to your account. You should also immediately notify Facebook of any unauthorized use of your credentials. Clipster will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying Clipster of such unauthorized use or loss of your credentials, including any changes made to the authorizations on your Promotional Tab, if any. Separate log in credentials may be required for Third Party Sites and Hosting Services by the owners and/or operators of such sites or services.
2. Accuracy of Information.
You agree to provide true, accurate, current, and complete information about yourself as requested in any registration forms required by Clipster. You also agree to update the information about yourself promptly, and as necessary, to keep it current and accurate. If messages sent to an email address provided by you are returned as undeliverable, Clipster reserves the right to terminate your account immediately with or without notice to you and without any liability to you or any third party.
7. OTHER PROHIBITED ACTIVITIES
1. In using the Service, you agree not to:
1.1. Create a false identify or impersonate another person or entity in any way;
1.2. Upload or otherwise transmit to or through the Service any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material in User Materials;
1.3. Upload or otherwise transmit to or through the Service any unlawful, harmful, harassing, defamatory, threatening, vulgar, sexually explicit, hateful or otherwise objectionable material of any kind, any material that can cause harm or delay to the Service or computers of any kind;
1.4. Upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise);
1.5. Restrict, discourage or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of such person or collect information about users of the Service;
1.6. Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Service or any part thereof, or attempt to do any of the foregoing, except and solely to the extent permitted by these Terms, the authorized features of the Service, or by law, or otherwise attempt to use or access any portion of the Service other than as intended by Clipster;
1.7. Gain unauthorized access to the Service, to other users' accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Service;
1.8. Reproduce, distribute, publicly display, publicly perform, sell, trade, resell or exploit any portion of the Service, use of the Service, access to the Service or content obtained through the Service, for any purpose other than expressly permitted by these Terms, including, by way of example and not limitation, by doing or engaging in any of the following without Clipster's express written consent:
1.8.i. copying, caching or reformatting any User Materials for commercial purposes in any fashion whatsoever, whether by copying to physical or electronic media for purposes of buffering delivery or converting transmissions from the Service to alternative delivery formats;
1.8.ii. framing, embedding and/or passing off User Materials obtained from the Service in such a manner as to present them as originating from a source other than the Service;
1.8.iii. altering, defacing, mutilating or otherwise bypassing any approved software through which the Service is made available; and
1.8.iv. using any trademarks, service marks, design marks, logos, photographs or other content belonging to Clipster or obtained from the Service.
1.9. Post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Service or communications equipment and computers connected to the Service;
1.10. Remove, disable, damage, circumvent or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of any part of the Service or any content on the Service, or features that enforce limitations on the use of the Service or any content on the Service;
1.11. Use any scraper, spider, robot or other automated means of any kind to access the Service, except and solely to the extent permitted by these Terms and the features of the Service, deep-link to any feature or content on the Service, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Service;
1.12. Interfere with or disrupt the Service, networks or servers connected to the Service or violate the regulations, policies or procedures of such networks or servers;
1.13. Violate any applicable federal, state or local laws or regulations or these Terms; or
1.14. Assist or permit any persons in engaging in any of the activities described above.
8. DISCLAIMER OF USER MATERIALS
YOU UNDERSTAND THAT WHEN USING THE SERVICE, YOU MAY BE EXPOSED TO MESSAGES AND USER CONTENT FROM A VARIETY OF SOURCES, AND THAT CLIPSTER IS NOT RESPONSIBLE FOR THE ACCURACY, INTEGRITY, QUALITY, LEGALITY, USEFULNESS, SAFETY OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO SUCH USER MATERIALS. YOU FURTHER UNDERSTAND AND ACKNOWLEDGE THAT YOU MAY BE EXPOSED TO USER MATERIALS THAT ARE INACCURATE, OFFENSIVE, INDECENT, OR OBJECTIONABLE, AND YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST CLIPSTER WITH RESPECT THERETO. UNDER NO CIRCUMSTANCES WILL CLIPSTER BE LIABLE IN ANY WAY FOR OR IN CONNECTION WITH ANY USER MATERIALS, INCLUDING, BUT NOT LIMITED TO, FOR ANY INACCURACIES, ERRORS OR OMISSIONS IN ANY USER MATERIALS, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY USER MATERIALS POSTED, EMAILED, UPLOADED OR OTHERWISE DISPLAYED, PERFORMED OR TRANSMITTED VIA THE SERVICE. BY ACCESSING OR USING ANY USER MATERIALS TRANSMITTED ON OR THROUGH THE SERVICE, YOU WAIVE ANY AND ALL CLAIMS AGAINST CLIPSTER THAT YOU MAY HAVE ARISING OUT OF OR RELATING TO SUCH USER MATERIALS.
9. INTELLECTUAL PROPERTY RIGHTS
1. Generally.
The content made available on or through the Service, including without limitation, any text, software, graphics, photos, sounds, music, videos and interactive features, but excluding User Materials, may be protected by copyright or other intellectual property rights and owned by Clipster or third party licensors of Clipster. No material from the Service may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without written permission of the copyright owner, except that you may download one item of each User Material to any single computer or mobile device for your personal, noncommercial use and produce one printed copy for your personal, noncommercial use, provided you keep intact all copyright and other proprietary notices, and provided that such User Material is not identified as being restricted from the right granted in this sentence or protected by technological measures intended to prohibit such downloading or printing, in which case the right granted in this sentence is null and void with respect to such User Material. Modification of materials obtained from the Service, including, but not limited to, User Materials, for any other purpose, including, without limitation, any commercial purpose, is a violation of the copyrights and other proprietary rights of Clipster or its licensors, unless you have obtain express written authorization to the contrary. Permission for all other uses of materials contained herein, including reproducing and distributing multiple copies, or linking to any page of the Service except the "home page" () must be obtained from Clipster in advance and in writing. Requests for such authorization should be submitted via an email to support@clipster-video.com. For purposes of these Terms, the use of any such material on any other website or networked computer environment is prohibited. All design rights, databases and compilation and other intellectual property rights, in each case whether registered or unregistered, and related goodwill are sole proprietary to Clipster.
2. Trademarks.
All trademarks, service marks, logos and trade names on the Service, whether registered or unregistered, are proprietary to Clipster or to other companies where so indicated. You may not reproduce, download or otherwise use any such trademarks, service marks, logos or trade names without the prior written consent of the appropriate owner thereof. 3. No Implied Rights. There are no implied licenses granted in these Terms.
10. LINKS TO THIRD PARTY SITES AND HOSTING SERVICES
1. As you use the Service you may notice links to Third Party Sites and Hosting Services. These links are for convenience only. If you use these links, you will leave the Service. Certain of these Third Party Sites and Hosting Services may make use of Clipster proprietary intellectual property rights (such as copyrights, trademarks, service marks, logos and trade names) under license from Clipster. Clipster is not responsible for the availability or content of these Third Party Sites Hosting Services, or for any viruses or other damaging elements encountered in linking to a Third Party Site or Hosting Service, whether or not Clipster is affiliated with the owners of such Third Party Sites or Hosting Service. In addition, the provisioning of links to Third Party Sites and Hosting Services is not an endorsement or approval by Clipster of the organizations owning, operating or sponsoring such Third Party Sites Hosting Services, or their products or services. These Terms do not apply to Third Party Sites and Hosting Services, and you should review applicable terms and policies, including any relevant privacy policies, associated with any Third Party Sites, Hosting Services, applications, software or services.
2. YOU AGREE THAT CLIPSTER WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS YOU MAY HAVE ON OR THROUGH A THIRD PARTY SITE OR HOSTING SERVICE, OR AS THE RESULT OF THE PRESENCE OF ANY THIRD PARTY ADVERTISING ON THE SERVICE.
11. INDEMNITY
You agree to indemnify, defend, and hold harmless Clipster and its parent, subsidiaries, affiliates, investors, sublicensees or any related companies, licensors and suppliers, and their respective directors, officers, employees, agents, representatives, contractors, and assigns and other Clipster users who use any User Materials you upload to or make available on or through the Service, from all damages, injuries, liabilities, costs, fees and expenses (including, but not limited to, attorneys' fees and court costs) arising from or in any way related to: (1) your use or misuse of the Service; (2) your User Material, including Clipster's or any user's Use of your User Material consistent with these Terms; (3) your breach or other violation of these Terms including any representations, warranties and covenants herein; or (4) your violation of the rights of any other person or entity, including, but not limited to, claims that any User Material infringes or violates any third-party intellectual property rights or other proprietary rights, including any claims for the payment of so-called mechanical royalties, synchronization royalties, master use royalties, public performance royalties, or any other royalties claimed by any owner or other party claiming any right in or to all or any portion of any User Material uploaded or transmitted by you on or through the Service. Notwithstanding the foregoing, Clipster reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Clipster if Clipster, in its reasonable discretion, concludes that you are not adequately protecting Clipster's interests or are incapable of protecting Clipster's interests, and you agree to cooperate with Clipster's defense of these claims. You agree not to settle any matter without the prior written consent from Clipster. Clipster will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
12. DISCLAIMERS
1. THE SERVICE, USER MATERIALS, AND ANY THIRD-PARTY CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE ON OR THROUGH OR IN RELATION TO THE SERVICE, ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," "WITH ALL FAULTS" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.
2. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CLIPSTER AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CLIPSTER, AN EMPLOYEE OR REPRESENTATIVE OF CLIPSTER OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. CLIPSTER AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE SERVICE OR ANY PART THEREOF, OR ANY PRODUCTS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SERVICE OR ANY ASSOCIATED SITES OR APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE SERVICE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
13. LIMITATION OF LIABILITY
IN NO EVENT WILL CLIPSTER OR ITS OFFICERS, DIRECTORS, LICENSORS OR SUPPLIERS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR ACCESS OF OR INABILITY TO USE OR ACCESS THE SERVICE OR ANY CONTENT (INCLUDING USER CONTENT) MADE AVALIABLE THROUGH THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, OR OTHERWISE, WHETHER BASED IN TORT, CONTRACT OR OTHER LEGAL THEORY, EVEN IF CLIPSTER OR ITS LICENSORS OR SUPPLIERS ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CLIPSTER OR ITS LICENSORS OR SUPPLIERS BE LIABLE IN THE AGGREGATE FOR ANY DAMAGES INCURRED BY YOU THAT EXCEED THE GREATER OF (1) ONE HUNDRED DOLLARS OR (2) THE AMOUNT OF FEES YOU HAVE PAID CLIPSTER IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.
14. LIMITATIONS; BASIS OF THE BARGAIN
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND CLIPSTER, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND CLIPSTER, CLIPSTER'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT CLIPSTER WOULD NOT BE ABLE TO OFFER THE SERVICE TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS.
15. TERM AND TERMINATION
1. Term.
These Terms, as amended, will be effective commencing with your first use or registration of the Service and will remain in full force and effect throughout your use of the Service.
2. Termination by Clipster.
Clipster may terminate your use of the Service or any of our features or services at any time and for any reason, with or without notice, for conduct violating these Terms or upon Clipster's sole determination. You hereby agree to Clipster's broad right of termination. Upon any such termination, you must destroy all materials obtained from the Service and all copies thereof, including any copies downloaded by you for your personal, noncommercial use. You agree that if your use of the Service is terminated pursuant to these Terms, you will not attempt to use the Service under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold us harmless from any and all liability that we may incur therefor. Upon Clipster's termination of your use of the Service, Clipster may delete any of your User Materials available on or through the Service and terminate your access to your User Materials if those materials remain on the Service, without any liability to you.
3. Termination by You.
3.1. You are free to terminate your use of the Service at any time. You can simply choose to stop visiting or using any aspect of the Service. If you wish to terminate your account on the Service, you may do so by sending an e-mail to support@clipster-video.com or using any other account termination functionality that may be offered through the Service. For example, we may develop a functionality that permits you to click on a termination button on your profile page on the Website. The deletion of your account will not, however, remove all of your User Materials from the Service unless you also make a specific election to remove your User Materials from the Service. Although we give you the option to delete all of your User Materials from the Service, you are free to keep previously uploaded or posted User Materials on the Service (including Reserved User Content) for an unlimited period of time, subject to a change to these Terms. If you are a band, keeping your User Content on the Service even after you close your account may permit your fans to have continued access to your music. And who knows, with any luck you'll decide to reactivate your account. If you do choose to keep User Materials on the Service following termination, these Terms will continue to apply in full force and effect for so long as such materials are available on or through the Service.
3.2. Notwithstanding Section 15.3(a), you hereby grant Clipster the right to retain all User Materials on Clipster's servers for a period of not more than 30 days following a request to terminate a user account and/or delete User Materials from the Service so that you can change your mind and not feel as though you made a big mistake or in the event two or more individuals having administrative rights to a user account on the Service cannot agree on whether to terminate an account on the Service and/or remove all User Materials from the Service. In the event that there is a request to terminate a user account and/or delete User Materials from a user account for which more than one person has administrative rights for such account, an e-mail notice will be sent to all users having administrative rights for such account notifying them of the request of at least one administrative user to terminate the account and/or delete all User Materials associated with such account. All other administrative users shall thereafter have 30 days within which to object to the request to terminate such account and/or delete User Materials. If no action is taken by another user holding administrative rights to an account within such 30-day period, the account shall be terminated and all User Materials will be deleted from the Service unless an election is made pursuant to Section 16.3(a) to retain User Materials on the Service notwithstanding the termination of a user account. If, however, any user having administrative rights for such account objects to the termination of such account and/or the deletion of User Materials within the 30-day notice period, then such account shall not be terminated and the users holding administrative rights should resolve amongst themselves the question of whether a user account should be terminated and/or User Materials deleted from the Service. In the absence of an agreement among users holding administrative rights to the same account, the user account shall remain active and all User Materials shall remain on the Service absent an order from a court of competent jurisdiction to the contrary. A user should therefore be careful before giving others administrative rights to an account.
16. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR OTHER INTELLECTUAL PROPERTY INFRINGEMENTS
1. Clipster respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously, and we ask our users to do the same. Infringing activity will not be tolerated on or through the Service.
2. Clipster's intellectual property policy is to (1) remove material that Clipster believes in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Service, and (2) remove any User Content posted to the Service by "repeat infringers." Clipster considers a "repeat infringer" to be any user that has uploaded User Content to the Service and for whom Clipster has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512(c) with respect to such User Content. Clipster has discretion, however, to terminate the account of any user after receipt of a single notification of claimed infringement or upon Clipster's own determination.
3. Procedure for Reporting Claimed Infringement.
3.1. If you believe that any content made available on or through the Service has been Used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a "Notification of Claimed Infringement" containing the following information to the Designated Agent identified below. Your communication must include substantially the following:
3.1.i. A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
3.1.ii. Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works;
3.1.iii. Identification of the specific 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 Clipster to locate the material;
3.1.iv. Information reasonably sufficient to permit Clipster to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
3.1.v. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
3.1.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 owner of an exclusive right that is allegedly infringed. You should consult with your own lawyer to confirm your obligations under dutch law to provide a valid notice of claimed infringement.
4. Designated Agent Contact Information. Clipster's Designated Agent for notices of claimed infringement can be contacted at: Via E-mail: copyright@clipster-video.com.
5. Counter Notification.
5.1. If you receive a notification from Clipster that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Clipster with what is called a "Counter Notification." To be effective, a Counter Notification must be in writing, provided to Clipster's Designated Agent through one of the methods identified in Section 16.4, and include substantially the following information:
5.1.i. A physical or electronic signature of the subscriber;
5.1.ii. 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 access to it was disabled;
5.1.iii. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
5.1.iv. The subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of the Dutch Court of Law, appointed by the Dutch Law, based on the judicial district in which Clipster is domiciled. and that the subscriber will accept service of process from the person who provided notification under Section 16.3 above or an agent of such person.
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party's obligations to provide a valid counter notification. 6.
17 Clipster reserves the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.
For the avoidance of doubt, only notices submitted regarding infringement and underthe procedures set forth in this Section 17 should be sent to copyright@clipster-video.com or to the postal address identified above. Any other comments, compliments, complaints or suggestions about Clipster, the operation of the Service or any other matter should be sent to support@clipster-video.com.
17. PRIVACY
Use of the Services are governed by Clipster's Privacy Policy, which policy is hereby incorporated into these Terms by reference.
18. JURISDICTIONAL ISSUES AND APPLICABLE LAW
The Site and the Service are controlled and operated by Clipster from its offices in The Netherlans. . Clipster makes no representation that materials on the Site or through the Service are appropriate or available for use in other locations. Those who choose to access or use the Service from other locations, including from outside The Netherlands, do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Service from jurisdictions where the contents or practices of the Service are illegal, unauthorized or penalized is strictly prohibited. This terms are governed by Dutch law.
19. DISPUTE RESOLUTION
1. This Agreement and any agreements concluded in execution thereof shall be governed by and construed in accordance with the laws of the Netherlands.
2. Any disputes arising from or in connection with this Terms or any terms concluded in execution of this Agreement shall be exclusively submitted to the competent court in Breda, The Netherlands]
3. Equitable Relief.
The foregoing provisions of this Dispute Resolution section do not apply to any claim in which Clipster seeks equitable relief of any kind. You acknowledge that, in the event of a breach of these Terms by Clipster or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Clipster, including with respect to any User Materials, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in these Terms.
4. Claims.
You and Clipster agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to these Terms or the Service, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
5. Improperly Filed Claims.
All claims you bring against Clipster must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section shall be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, Clipster may recover attorneys' fees and costs up to E 5,000, provided that Clipster has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
20. MISCELLANEOUS
1. Waiver.
A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Clipster to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
2. Severability.
If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
3. Assignment.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Clipster without restriction. Any assignment attempted to be made by you in violation of these Terms shall be void. These Terms will be binding upon and inure to the benefit of the parties hereto, and permitted successors and assigns.
4. No Agency.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Clipster as a result of these Terms or use of the Service. You further acknowledge that by submitting User Content, no confidential, fiduciary, contractually implied or other relationship is created between you and Clipster other than pursuant to these Terms.
5. Survival.
The provisions of these Terms that are intended to survive the termination of these Terms by their nature will survive the termination of these Terms.
6. Headings.
The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
7. Entire Agreement.
This is the entire agreement between you and Clipster relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. These Terms shall not be modified except in a writing, signed by both parties, or by a change to these Terms made by Clipster as authorized in these Terms.
8. Disclosures.
The services hereunder are offered by Clipster B.V., located at Barolielaan 254, 4837BH, Breda, The Netherlands. You may contact us by sending correspondence to the foregoing address or by emailing us at support@clipster-video.com.
