Terms of Use

The Clipster Service (“Service”) supplied by Clipster B.V., in Breda, the Netherlands, (“Clipster”) is subject to the following Terms of Use (“Terms of Use”). Clipster reserves the right to change or update the Terms of Use at any time, without prior notice to the user (“User”). The most recent version of the Terms of Use is stated on the website of Clipster (http://www.clipster-video.com/terms-of-use/).

1. Registration and log in
1. In order to use the Service, it is necessary that User registers and logs in with his login credentials, after due acceptance and undersigning of the Clipster Contract Terms. User is solely responsible for maintaining the confidentiality of User’s login code and password. User agrees that he reached the age of eighteen and thus is an adult who is allowed to enter into this agreement. User agrees that in case of illicit use of User’s account or any violation of any kind, User will immediately notify Clipster. Clipster will not be liable for any loss or damage arising from unauthorized use of User’s log in or password.

2. Accuracy of information
1. User agrees to provide true, current, and complete information about himself as requested in any registration forms required by Clipster. User also agrees to update the information about himself as soon as possible and as often as necessary, to keep it current and accurate. If messages sent to an email address provided by User are returned as undeliverable, Clipster reserves the right to terminate User’s account immediately without any liability to User or any third party.


3. User’s obligations

1. User is entitled to use the Service provided, User fully adheres to and observes these Terms of Use. User agrees that User will only use Clipster for legal and decent purposes which comply with these Terms of Use.

2. In case the User is an agency or any other kind of intermediary, he is obliged to use the privacy regulations as set out in the Clipster Privacy Policy in his relation with his client.

3. It is the User’s responsibility to make sure that the privacy regulations and privacy settings on his video hub are in order.

4. The Service may only be used as a video hub.

5. User undertakes that, in relation to persons who are authorised to use the Service (“Authorised Users”):
a. the maximum number of Authorised Users that it authorises to access and use the Service shall not exceed the number of User Subscriptions it has purchased;
b. it will not allow or suffer any Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Service;

6. User shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that:
a. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
b. facilitates illegal activity;
c. depicts sexually explicit images;
d. promotes unlawful violence;
e. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
f. causes damage or injury to any person or property;
and Clipster reserves the right, without liability to User, to disable User’s access, without prior notice, to any material that breaches the provisions of this clause.

7. User will also not use the Service to display content which violates patents, brands, copy rights, trademarks or any other intellectual property right, whether registered or not registered, from any party, unless User hold the rights or has the full consent of the owner to show such content. By accepting these Terms of Use User agrees that Clipster shall be authorized to display as a reference in any expression of Clipster User’s name, logo and User’s brand channel using Clipster. At all times the User shall be responsible for the content distributed through the video hub.

8. User shall:
a. provide Clipster with all necessary co-operation in relation to this agreement and all necessary access to such information as may be required by Clipster in order to render the Services, including but not limited to Customer Data, security access information and configuration services;
b. ensure that its network and systems comply with the relevant specifications provided by Clipster from time to time; and
c. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Clipster’s data centres and/or providers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet; and
d. pay the yearly subscription fee and any additional amounts due, without any right of set-off or deduction.

9. User shall not:
a. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
b. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
c. access all or any part of the Services in order to build a product or service which competes with the Services; or
d. License, sell, rent, lease, transfer, assign the Service to any third party.


4. Clipster's obligations
1. In the event of non-conformance which is caused by use of the Services contrary to Clipster's instructions, or modification or alteration of the Services by any party other than Clipster or Clipster's duly authorised contractors or agents, the damages and other losses deriving therefrom will be borne by the User. If the Service does not conform with the foregoing undertaking, Clipster will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide User with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes User’s sole and exclusive remedy for any breach.

2. Notwithstanding the foregoing, Clipster:
a. does not warrant that User’s use of the Services will be uninterrupted or error-free; nor that the Services and/or the information obtained by User through the Services will meet User’s requirements; and
b. may update or adjust the Service at any time, without prior notice; and
c. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and User acknowledges that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3. This agreement shall not prevent Clipster from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

5. Service warranties
1. Clipster warrants that the protection and security levels comply with industry standards and that these will be updated as often as necessary. Clipster also warrants that the Service is hosted with an uptime which meets industry standards. Clipster warrants that the performance of maintenance to the Service will be completed within a reasonable period, taking all circumstances into consideration. Clipster further warrants, that if in case User has a complaint about or a problem with the Service, Clipster will respond within forty eight (48) hours of the notification by email. By accepting these Terms of Use User gives Clipster power of attorney to accept on User’s behalf terms of third parties, who are doing business with Clipster. The terms of the third parties may contain a limitation of liability clause.

2. To file a warranty claim, User must notify Clipster in writing ultimately within 30 days of the date of the (alleged) breach. In the case of a breach of warranty Clipster will, if possible, re-perform the services and provide a refund for the amount of time the service was not working properly. Vulnerabilities to the service should be reported by email as soon as possible and will be handled and responded to likewise a complaint. Vulnerabilities must be reported solely to Clipster and must be kept strictly confidential. In case the Service is not working properly due to the fact that a third party removed (parts of) the Service, Clipster cannot be held responsible for any damages and costs resulting thereof.


6. Intellectual Property Rights

1. All Intellectual Property Rights of Clipster exclusively belong to and remain with Clipster. This includes, but is not limited to designs, know-how, trademarks, programming code, concepts, patents and inventions (whether registered or unregistered) and all other intellectual or industrial property rights in any jurisdiction. Nothing in the agreement and/or Terms of Use gives User the right to transfer such rights in whole or partial. Clipster maintains and holds at all times the exclusive rights to commercially exploit the Clipster Service, may it be in a modified format.


7. Charges and payment
1. All prices are exclusive of turnover tax (VAT) and other government or similar levies that have been or are later imposed. Except where agreed otherwise, all prices are in euros in all cases and User must effect all payments in euros or dollars. Clipster will decide in which currency User must effect the payment.

2. All cost estimates and budgets issued by Clipster shall be merely indicative, except where specified otherwise in writing by Clipster. User may under no circumstances derive any rights or expectations from any cost estimates or budgets issued by Clipster. An available budget made known by User to Clipster shall under no circumstances apply as a (fixed) price agreed between the parties for the service to be provided by Clipster. Clipster shall only be obliged to notify User that there is a risk that a cost estimate or budget issued by Clipster will be exceeded if this has been agreed between the parties in writing.

3. All User’s representatives shall be joint and severally liable in respect of payment of the amounts due on the basis of the agreement.

4. The relevant documents and information from Clipster's administration or systems shall be conclusive evidence of the service provided by Clipster and the amounts payable by User in return for this service, without prejudice to User’s right to submit evidence to the contrary.

5. Clipster is entitled to adjust the applicable prices and rates in writing subject to advance notice of at least three months. If User does not wish to agree to this change, User shall be entitled to terminate the agreement in writing with effect from the date on which the change is due to enter into force within thirty days following the date of notification. User shall not enjoy this right of termination, however, if the parties have agreed that the applicable prices and rates shall be adjusted subject to due observance of an index or other standard agreed between the parties.

6. Clipster will set out the date or dates on which Clipster shall invoice the fee for the agreed services to User in the agreement. Amounts due shall be paid by User in accordance with the payment terms that have been agreed or that are stated on the invoice. If no specific arrangements have been made, User shall effect payment within a period after the date of invoice to be determined by Clipster. User shall not be entitled to suspend any payments or to set off any amounts due. If the User is not making use of the Service, this does not dismiss the User from the obligation to pay the amounts due.

7. If User fails to pay the amounts due or to pay the amounts due in a timely manner, statutory commercial interest shall be payable by User on the outstanding amount without a demand or notice of default being required. If User still fails to pay the amount owed after receiving a demand or notice of default, Clipster may refer the debt for collection, in which case User shall also be obliged to pay all in-court and out-of-court expenses in addition to the total amount due, including all costs charged by external experts. Clipster is allowed to postpone the usage of the Service if User fails to pay the outstanding invoices within the payment period.

8. Force majeure
A party shall not be liable for non-fulfillment of obligations under the agreement if this is the result of force majeure. This includes inter alia fire, flood, lightning, prolonged general power failures, disturbances on the internet, network problems, failure in data communication, strikes and company closure and changes in laws or regulations, whether they occur regarding Clipster or any third party contracted by Clipster regarding the Service. No force majeure can occur if the non-fulfillment is the result of negligence of the party concerned. A party affected by force majeure shall inform the other party as soon as possible and shall provide an estimation of how long it will last as well as an indication of when it will be able to fulfill its obligations again. The affected party will use all reasonable efforts to minimize the consequences of the force majeure. If a force majeure lasts longer than thirty (30) days, both parties are entitled to terminate the agreement.


9. Indemnity

1. User shall defend, indemnify and hold harmless Clipster against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with User’s use of the Services and/or Documentation, provided that:
a. User will give prompt notice of any such claim;
b. Clipster provides reasonable co-operation to User in the defence and settlement of such claim, at User’s expense; and
c. User is given sole authority to defend or settle the claim.

2. In the defence or settlement of any claim, Clipster may procure the right for User to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement with User without any additional liability or obligation to pay liquidated damages or other additional costs to User.


10. Limitation of liability

IN NO EVENT WILL CLIPSTER OR ITS OFFICERS OR DIRECTORS BE LIABLE TO ANY PARTY FOR ANY DIRECT DAMAGES (WITH THE EXCEPTION OF DAMAGES CAUSED BY INTENT OR GROSS NEGLIGENCE OF CLIPSTER), AND/OR 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 AVAILABLE THROUGH THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, OR OTHERWISE, WHETHER BASED IN TORT, CONTRACT OR ANY OTHER LEGAL GROUNDS. CLIPSTER CAN NOT BE HELD LIABLE FOR DAMAGES CAUSED BY ANY THIRD PARTY. CLIPSTER DOES NOT GIVE ANY GARANTEES REGARDING THE USAGE OF THE SERVICE AND CAN NOT BE HELD LIABLE IF CERTAIN RESULTS OF THE USER ARE NOT MET. IN NO EVENT SHALL CLIPSTER BE LIABLE IN THE AGGREGATE FOR ANY DAMAGES INCURRED BY USER THAT EXCEED THE GREATER OF ONE THOUSAND (1000) EUROS OR THE AMOUNT OF FEES USER HAS PAID CLIPSTER IN THE 3 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.


11. Term and termination

1. If the agreement is entered into for a fixed term and neither of the parties terminate the agreement, the agreement will continue for the same term as the previous agreement.

2. Both of the parties shall be authorised to rescind the agreement as a result of a failure to perform in accordance with this agreement if the other party, in all cases following written notice of default providing as many details as possible and setting a reasonable term in which the breach can be remedied, attributably fails to meet its fundamental obligations arising from this agreement. User’s payment obligations and all other obligations to cooperate imposed on User or on a third party to be engaged by User shall in all cases be regarded as fundamental obligations arising from the agreement.

3. If User has already received services for the purpose of executing the agreement at the time of rescission as referred to in Article 11.1, these services and the related payment obligation cannot be revoked unless User is able to demonstrate that Clipster is in default in respect of a substantial part of these services. Any amounts that Clipster has invoiced before rescission in connection with work that it has already duly carried out or services that it has duly provided for the purpose of executing the agreement, shall remain due in full, subject to due observance of the provisions of the preceding sentence, and shall become immediately due and payable at the time of rescission. No refunds shall be given.

4. If an agreement that by its nature and content is not brought to a close is entered into for an indefinite period of time, this agreement may be terminated in writing by either party following consultation and stating reasons. If the parties have not agreed a notice period, a reasonable period of time must be observed on termination, taking all circumstances into consideration with a minimum of one month. Clipster shall under no circumstances be obliged to pay any compensation as a result of termination of the agreement.

5. User shall under no circumstances be entitled to terminate an agreement regarding the provision of services that has been entered into for a fixed term before the end of the term, unless User pays full compensation to Clipster.

6. Either of the parties shall be entitled to terminate the agreement in part or in full, with immediate effect, in writing without notice of default if the other party is declared bankrupt, granted a moratorium of payments, provisionally or otherwise, if a winding - up petition is filed in respect of the other party, if the other party’s company is wound up or terminated for reasons other than reconstruction or the merger of companies, or if there is a change in the individual or board that has decisive control over User’s company. Clipster shall under no circumstances be obliged to reimburse any sums of money that have already been received or to pay any compensation in the event of such termination. If User is declared bankrupt or is liquidated, the right of use of the software, websites and suchlike made available to User shall terminate by operation of law.


12. Revision of Terms of Use

The platform and the Clipster Service are fully 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 User other than by posting the revised Terms on the website. Any revisions to the Terms are effective upon posting. These Terms, as amended, will be effective commencing with User’s first use or registration of the Service and will remain in full force and effect throughout User’s use of the Service.


13. Applicable law and dispute settlement

The Service is controlled and operated by Clipster from its office in The Netherlands. Therefore these terms shall be exclusively governed by and shall be construed in accordance with the laws of the Netherlands. Any disputes arising from or in connection with the Clipster Contract and/or these Terms of Use shall be exclusively submitted to the competent Court in Amsterdam, the Netherlands. However Clipster is entitled to bring the dispute before the competent court of the domicile of User. Before any claim is brought in a Court of competent jurisdiction, the parties agree to negotiate in good faith to resolve any such claim within thirty (30) days of the date that the claim arose. The applicability of any of the purchasing or other conditions of User is expressly rejected.

 


Version 3.1 / Last modified on 2015-07-01