Terms of Service

Acceptance of Terms

‍Clipt Media LLC. (“Clipt”, “we”, “us”, or “our”) provides video-based editing, graphics, animations, captioning, video captioning, and other related services to you (“Customer”, “you” or “your”) (each herein also referred to individually as a “Party,” or collectively as the “Parties”) through its client service offering or proprietary online platform, the latter accessible from the website https://www.clipt.co (the “Site”), which may be updated from time-to-time, including any successor websites and domains, and web, mobile or desktop applications (the Site together with the client service offering, the “Service”). Any access to or use of the Service is subject to the terms and conditions in the Terms of Service (“Terms”) set forth herein. Clipt may, at its discretion, update the Terms at any time. You can access and review the most current version of the Terms at the URL for this page or by clicking on the “Terms of Service” link within the Service or as otherwise made available by Clipt. Customers who obtain the Service on a subscription basis through the proprietary online platform (i.e., on the basis of the platform’s current, online offering) will be matched with a video editor and/or animator who will dedicate up to 40 hours per week (exclusive of weeks during which country-specific national holidays occur) to the provision of your Service, and with whom you will interact via Slack within one business day of beginning the Service.If you are entering into the Terms on behalf of a company or other legal entity, you represent and warrant that you are authorized and lawfully able to bind such entity to the Terms, in which case “you” shall refer to such entity. You represent and warrant that you are:over eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater;of legal age to form a binding contract;not a person barred from using the Service under the laws of your country of residence or any other applicable jurisdiction;not located in a country that is subject to a U.S. Government embargo or designated by the U.S. Government as a “terrorist supporting” country; andnot listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.

‍IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

Grant of Rights.

‍Clipt grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to (a) access the Service; (b) access and use any online software, applications or other similar components made available through the Service; and (c) use the output of the Service on a device that you own, control or have access to (including cloud-based services), in executable, machine-readable, object code form only. All rights granted to you under these Terms are subject to your compliance with the Terms in all material respects.LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY:THE MAXIMUM AGGREGATE MONETARY LIABILITY OF Clipt AND ANY OF ITS REPRESENTATIVES IN CONNECTION WITH THESE TERMS UNDER ANY THEORY OF LAW SHALL NOT EXCEED ACTUAL DAMAGES INCURRED UP TO AN AMOUNT EQUAL TO TWO TIMES THE FEES PAYABLE BY CUSTOMER FOR THE USE OF THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM IN THE FIRST MONTH IN WHICH FEES ARE CHARGED UNDER THESE TERMS.

‍Definitions

‍“Applicable Law” means all applicable laws and regulations, including any relating to workplace safety, anti-money laundering, anti-corruption, privacy, data protection, export control or transactions with foreign nationals.“Aggregate Data” means data that has been aggregated in a manner that does not reveal any personal information and cannot reasonably be used to identify Customer or End Users as the source of such data.“Agreement” (including, without limitation, the term “this Agreement”) means, collectively, the Terms, any Policy, and other addenda which govern Customer’s use of the Platform or Clipt’s provision of Service.“Credentials” means any user accounts, passwords and other authentication credentials associated with use of the Platform by Customer or End Users.“Customer Data” means all information, content, data and other materials that Customer and End Users submit, upload, email, transmit, process or otherwise make available through the Platform.“Customer Facilities” means Credentials, and any other account, hardware, platform, system or facility within Customer’s custody or control.“End Users” means Customer’s employees and contractors who access and use the Platform pursuant to these Terms.“Intellectual Property” means all rights associated with patents and inventions; copyrights, mask works and other works of authorship (including moral rights); trademarks, service marks, trade dress, trade names, logos and other source identifiers; trade secrets; software, databases and data; and all other intellectual property and industrial designs.“Platform” means Clipt’s proprietary platform for simple and efficient transcription, video caption, translation and other related document services.“Policy” means any privacy or security policy and other guidelines instituted by Clipt or its licensors or service providers, as may be updated from time to time.“Suggestions" means any suggestions, comments, ideas, improvements or other feedback relating to the Platform that Customer or End Users elect to provide or make available to Clipt.

‍Customer Obligations

‍Your Registration Obligations: You are required to register with Clipt or execute an Order Form in order to access and use the Service or obtain the Service. You agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Service's registration form of an Order Form. Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (i) immediately notify Clipt of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session when accessing the Service. Clipt will not be liable for any loss or damage arising from your failure to comply with this Section.Restrictions. Except as expressly permitted under this Agreement, Customer shall not itself, nor shall it permit any other party to: (i) reproduce, modify, translate, adapt or create derivative works based upon the Platform or the Service; (ii) reverse engineer, decode, decompile, disassemble or otherwise attempt to access or derive the source code or architectural framework of the Platform or the Service; (iii) access the Platform for purposes of benchmarking or developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Platform; (iv) take any action that imposes an unreasonable or disproportionately heavy load on the Platform or its infrastructure or that negatively affects the ability of others to access or use the Platform; (v) rent, lease, lend, sell or sublicense the Platform or otherwise provide access to the Platform as part of a service bureau or similar fee-for-service purpose; or (vi) use the Platform or the Service in any way that does not comply with all Applicable Law.Content. You acknowledge and agree that all information, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and other materials accessible through, or used by, the Service, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the person from whom such Content originated. This means that you, and not Clipt, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through, or to, the Service. You acknowledge and agree that by accessing or using the Service, Clipt may receive certain information about you and any other third parties included in Content, including personal information, and Clipt may collect, use, disclose, store and process such information in accordance with a Clipt privacy policy. You acknowledge and agree that Clipt has no obligation to pre-screen Content, although Clipt reserves the right in its sole discretion to pre-screen, refuse or remove any Content.
Without limiting the generality of the foregoing sentence, the following are examples of the kind of content and/or use that is illegal or prohibited by Clipt and you agree not to use the Service to:email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Clipt, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Clipt or its users to any harm or liability of any type;interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;violate any applicable local, state, national or international law, or any regulations having the force of law;impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;solicit personal information from anyone;harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;further or promote any criminal activity or enterprise or provide instructional information about illegal activities; orobtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.upload any non-public, sensitive financial or medical information of any nature, or any non-public, sensitive personal data (e.g., social security numbers, driver’s license numbers, personal bank account numbers, passport or visa numbers and credit card numbers).Clipt reserves the right to investigate and take appropriate legal action against anyone who, in Clipt's sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities.Technical Requirements. Customer and End Users shall be solely responsible for obtaining, configuring and maintaining any hardware, network connectivity and third-party software and services required to access or provide access to the Platform, including the Customer Facilities and any other computers, mobile devices, operating systems, web browsers and storage devices.Protection. Customer shall be solely responsible for protecting the confidentiality of Credentials and all activities undertaken using Customer Facilities. In the event that Customer becomes aware of any unauthorized access to or use of the Platform, Customer shall promptly give written notice to Clipt of such unauthorized access or use and make reasonable efforts to eliminate such unauthorized access or use. Customer shall at all times implement appropriate security policies and procedures and access control methodologies to safeguard access to and use of the Platform. All such measures shall comply with prevailing industry standards but in no case consist of less than reasonable care.Customer Back-Up. Customer acknowledges that Clipt may establish general practices and limits concerning use of the Platform, including without limitation the maximum period of time that Customer Data will be retained by the Platform and the maximum storage space that will be allotted on Clipt's servers on Customer’s behalf. Customer shall be responsible for backing-up Customer Data.Compliance with Law. Customer shall be solely responsible for complying with Applicable Law relating to Customer’s access to and use of the Platform and its collection, storage, processing and use of Customer Data.Policies. In addition to the terms and conditions of these Terms, access to and use of the Platform shall comply with and be subject to any Policies.

‍Fees

‍Fees. To use the Service, you will be required to make one or more payments and provide Clipt information regarding your credit card or other payment instrument. You represent and warrant to Clipt that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Clipt the amount that is specified in the Service or Order Form or Subscription arrangement (the latter being billed on a weekly or semi-annual basis) in accordance with the terms therein and these Terms. Unless otherwise stated in an Order Form or Subscription arrangement, payments shall be nonrefundable. Customer is responsible for any wire transfer fees. All fees specified herein are denominated in United States dollars unless otherwise specified.Invoicing. Clipt may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Clipt seven (7) days after the mailing date of the invoice, or the Services may be suspended. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. If you dispute any charges you must let Clipt know within thirty (30) days after the date that Clipt invoices you.Pricing. Unless otherwise stated in an Order Form or Subscription arrangement, we reserve the right to change Clipt's prices at any time without notice. Clipt’s pricing will be reflected on the Site. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount.Duplicative Uploads. Customer acknowledges and agrees that it shall be responsible for duplicative uploads of content or selecting the incorrect service type.Taxes. Any and all amounts payable hereunder by Customer are exclusive of any value-added, sales, use, excise or other similar taxes (collectively, “Taxes”). Customer shall be solely responsible for paying all applicable Taxes.

‍Intellectual Property

‍Responsibility for Data. Customer and End Users, and not Clipt, are solely responsible for all Customer Data and giving all required notices and obtaining all necessary consents (including all required permissions from Intellectual Property holders) before submitting Customer Data through or to the Platform or the Service. Customer and End Users shall not submit, upload, email, transmit or otherwise make available through the Platform or the Service any data not owned by Customer or End Users or for which Customer and End Users do not have all necessary authorization to submit, upload, email, transmit or otherwise make available through the Platform or the Service.Customer Ownership. Clipt acknowledges and agrees that, as between Customer and Clipt, Customer owns all rights, title and interest (including all Intellectual Property) in and to Customer Data and any translations, transcriptions, captions, or visualizations of such Customer Data. Customer hereby grants Clipt and its service providers a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, adapt, create derivative works from, perform, display, distribute, make and have made Customer Data (including Aggregate Data) as necessary for Clipt or its video editors or animators to: (i) provide access to the Platform to Customer and End Users (including any maintenance, calibration, diagnostic and troubleshooting);  (ii) monitor the performance of the Platform or Service; and (iii) promote or market the Service or the efforts of Clipt’s video editors or animators.Clipt Ownership. Customer acknowledges and agrees that, as between Clipt and Customer, Clipt owns all right, title and interest (including all Intellectual Property) in and to the Platform and all improvements, enhancements or modifications thereto, including all data therein (except for Customer Data). Customer acknowledges and agrees that Clipt reserves the right to use any Service provided to Customer, and any manifestation of that Service (e.g., photographs, screen shots, video images, etc.), for Clipt’s own marketing, promotional, publicity, or display purposes.Aggregate Data. Customer acknowledges and agrees that Clipt may collect or generate Aggregate Data in connection with providing Customer and End Users with access to the Platform, and Customer hereby grants Clipt and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Aggregate Data for any lawful purpose.Suggestions. You acknowledge and agree that any Suggestions provided by you to Clipt are non-confidential, shall become the property of Clipt and Clipt be entitled to the unrestricted use and dissemination of these Suggestions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.Intellectual Property Notices. Customer shall not remove, obscure or modify in any way any copyright or trademark notices or other notices or disclaimers that appear within the Platform or Service any other materials made available by Clipt.Reservation of Rights. Each of the parties reserves all rights not expressly granted under these Terms.Third-Party Software. Some components of the Platform may be provided with or have incorporated into them third-party software licensed under open source license agreements or other third-party license terms (“Third-Party Software”). Customer acknowledges and agrees that: (i) Clipt has no proprietary interest in any Third-Party Software; (ii) notwithstanding anything to the contrary, any Third-Party Software is provided “AS IS,” with all faults, and neither the licensor of Third-Party Software nor Clipt shall be liable for any direct, indirect, incidental, special, punitive or consequential damages, or lost profits or cost of cover, relating to arising from Third-Party Software, including access to or use of Third-Party Software; and (iii) Third-Party Software may be subject to separate terms and conditions set forth in the respective license agreements relating to such software.

‍Term, Suspension and Termination

‍Term. The term of your use will commence on the date you begin using the Service or execute an Order Form and will continue, unless otherwise stated in an Order Form, as long as you maintain a Clipt account, unless terminated by either party in accordance with these terms or an Order Form. Unless otherwise stated in an Order Form, either party may terminate the Service upon 30 days written notice to the other party.Suspension. Clipt reserves the right to suspend Customer or any End User’s access to the Platform or Service in the event of an Emergency Security Issue. Clipt will make commercially reasonable efforts to limit suspension to the minimum extent and duration necessary to eliminate the Emergency Security Issue. Clipt further reserves the right to suspend or revoke access to the Platform or Service by any End User who violates these Terms or any Policy.Events Upon Termination. Upon expiration or termination of the Service for any reason: (i) all rights granted by the parties under these Terms shall immediately terminate; and (ii) Customer shall immediately cease all use of the Platform made available under these Terms. Upon expiration or termination of the Service each party shall immediately cease all use of the other party’s Confidential Information (as defined in Section 10(a) and upon written request, destroy all copies of such Confidential Information that are within its custody or control. Notwithstanding the termination of the Service for any reason, neither party will be relieved of any duty, obligation, debt or liability that arose or accrued prior to the effective date of termination. Survival. Any provision that, by its terms, is intended to survive the expiration or termination of these Terms shall survive such expiration or termination, including Sections: 3 (Limitation of Liability); 5 (Fees); 6 (Intellectual Property); 7(d) (Events Upon Termination); 7(e) (Survival); 8 (Indemnification); 9 (Confidential Information); 10 (Disclaimer of Warranties) and 11 (Miscellaneous).‍

Indemnification

‍Clipt Indemnification. Clipt will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Clipt Service as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against (or any settlement approved by Clipt) Customer in connection with any such Claim; provided thatCustomer will promptly notify Clipt of such Claim;Clipt will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Clipt may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability); andCustomer reasonably cooperates with Clipt in connection therewith. If the use of the Clipt Service by Customer has become, or in Clipt’s opinion is likely to become, the subject of any claim of infringement, Clipt may at its option and expense (a) procure for Customer the right to continue using and receiving the  Service as set forth hereunder; (b) replace or modify the Service to make it non-infringing (with comparable functionality); or (c) if the options in clauses (a) or (b) are not reasonably practicable, terminate the Service.Customer Indemnification. Customer agrees that Clipt shall have no liability and Customer shall indemnify, defend and hold Clipt harmless against any Loss to the extent arising from any Claim if such Claim is caused in whole or in part by:Customer’s breach of these Terms or noncompliance with any Policy;use of the Service by Customer not in accordance with these Terms;Customer Data; orthe combination, operation or use of the Service with other applications, portions of applications, product(s) or services where the Service would not by itself be infringing.This Section states Clipt’s sole and exclusive liability and obligation, and Customer’s exclusive remedy for any claim of any nature related to infringement or misappropriation of intellectual property.Procedure. The indemnified party shall:give the indemnifying party prompt written notice of any indemnified claim; provided, however, that failure of the indemnified party to give such prompt written notice shall not relieve the indemnifying party of any obligation to indemnify pursuant to this Section 8, except to the extent the indemnifying party has been prejudiced thereby;cooperate fully with the indemnifying party, at the indemnifying party’s expense, in the defense or settlement of any indemnified claim; andgive the indemnifying party sole and complete control over the defense or settlement of any indemnified claim; provided, however, that any settlement must include a complete release of the indemnified party without requiring the indemnified party to make any payment or bear any obligation.

‍Confidential Information

‍Definition. “Confidential Information” means all business or technical information of a party whether it is received, accessed or viewed by the recipient, whether prior to or after the execution of this Agreement, in writing, visually, electronically or orally. Confidential Information shall include, without limitation, pricing information, custom service offerings, technical information, marketing and business plans, databases, specifications, formulations, tooling, prototypes, sketches, models, drawings, specifications, procurement requirements, engineering information, product samples, computer software (source and object codes), forecasts, identity or details about actual or potential customers or projects, clinical trials, techniques, inventions, discoveries, know-how and trade secrets, and any other information that could reasonably be considered as confidential information. Confidential Information also includes all such business or technical information of any third party that is in the possession of a party subject to the exceptions set forth in this Section.
Confidential Information does not include information that:was available to recipient prior to disclosure of such information to the recipient and free of any confidentiality obligation in favor of the disclosing party and known to the recipient at the time of disclosure;is made available to the recipient from a third party not known by the recipient at the time of such availability to be subject to a confidentiality obligation in favor of the disclosing party;is made available to third parties by the disclosing party without restriction on the disclosure of such information;is or becomes available to the public other than as a result of disclosure by the recipient prohibited by these Terms; oris developed independently by a party or its directors, officers, members, partners, employees, consultants, contractors, agents, representatives or affiliated entities (collectively, “Associated Persons”).Non-Disclosure. The recipient will keep secret and will not disclose to anyone any of the Confidential Information, other than furnishing the Confidential Information to Associated Persons; provided that such Associated Persons are bound by agreements respecting confidential information. The recipient will use reasonable care and adequate measures to protect the security of the Confidential Information and to attempt to prevent any Confidential Information from being disclosed or otherwise made available to unauthorized persons or used in violation of the foregoing.
Notwithstanding anything to the contrary herein, a recipient is free to make, and these Terms do not restrict, disclosure of any Confidential Information in a judicial, legislative or administrative investigation or proceeding or to a government or other regulatory agency; provided that, if permitted by law, the recipient provides to the disclosing party prior notice of the intended disclosure and permits the disclosing party to intervene therein to protect its interests in the Confidential Information, and cooperate and assist the disclosing party in seeking to obtain such protectionData Security. Clipt will use commercially reasonable efforts to maintain security in accordance with Exhibit B: Security.Publicity. Customer agrees that Clipt may use Customer’s name and trademarks in Clipt’s marketing materials and website; however, Clipt will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies), without first obtaining approval in writing.

‍DISCLAIMER OF WARRANTIES‍

THE PLATFORM AND ALL SERVICES PROVIDED UNDER THESE TERMS ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS.” EACH PARTY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; AND (B) ANY WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY, CURRENCY OR COMPLETENESS OF THE PLATFORM, ANY DATA OR RESULTS OBTAINED THROUGH THE PLATFORM, AND ANY SERVICES PROVIDED UNDER THESE TERMS, OR THAT USE OF THE PLATFORM AND SUCH SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET CUSTOMER’S OR END USERS’ REQUIREMENTS. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY AND COMPLETENESS OF ALL DATA AND RESULTS SUBMITTED TO OR OBTAINED FROM THE PLATFORM BEFORE TAKING OR OMITTING ANY ACTION BASED UPON SUCH DATA OR RESULTS. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE SERVICE COMMITMENTS DESCRIBED ON THE SITE SHALL BE THE RE-PERFORMANCE OF THE APPLICABLE SERVICES.

‍Miscellaneous

‍Independent Contractors. The relationship between Clipt and Customer established by these Terms is solely that of independent contractors. Neither party is in any way the partner or agent of the other, nor is either party authorized or empowered to create or assume any obligation of any kind, implied or expressed, on behalf of the other party, without the express prior written consent of such other party.Notices. Customer routine communications to Clipt regarding the Platform or services should be sent to Customer’s account team using the customer portal. To give a notice regarding termination of the Service for breach, indemnification, or other legal matter, Customer shall send it by electronic mail to: Henry@smartnonsense.com

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SMN’s routine communications regarding the Platform or Service and legal notices shall be posted on the customer portal or sent by email or post to the individual(s) Customer designates as contact(s) on Customer’s account. Notices are deemed received as of the time posted or delivered, or if that time does not fall within a business day, as of the beginning of the first business day following the time posted or delivered. For purposes of counting days for notice periods, the business day on which the notice is deemed received counts as the first day. Notices shall be given in the English language.Interpretation. For the purposes of these Terms: (i) the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation;” (ii) the word “or” is not exclusive; and (iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to these Terms as a whole. These Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.Entire Agreement. This Terms contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous or contemporaneous oral or written negotiations or agreements with respect to such subject matter. In the event of any conflict between among these Terms, an Order Form, and any Policy, the Order Form shall take precedence.Amendment. The Terms in effect as of the date you begin the Service shall govern your use of that Service. Clipt shall have the unilateral right to update these Terms at any time without notice to you, and any such updated Terms will govern your use of the Service at or subsequent to any such update of these Terms by Rev.Severability. If any provision of these Terms shall be held to be invalid or unenforceable under Applicable Law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of these Terms.Governing Law. These Terms shall be governed by and construed and enforced in accordance with the laws of the United States of America and the State of Illinois, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms.No Waiver. The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Any waiver of the provisions of these Terms, or of any breach or default hereunder, must be set forth in a written instrument signed by the party against which such waiver is to be enforced.Force Majeure. Neither party shall be liable for any failure to perform under these Terms to the extent due to any act of God, fire, casualty, flood, war, strike, lock out, failure of public utilities, injunction or any act, exercise, assertion or requirement of any governmental authority, epidemic, destruction of production facilities, insurrection or any other cause beyond the reasonable control of the party invoking this provision.California Notices. Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Rev.com 222 Kearny St, 8th Floor San Francisco, CA 94108 or 415-449-3679.
Clipt will not provide Customer with any services or other consideration in exchange for Customer personal information, or otherwise engage in activities that qualifies as "selling" under the California Consumer Privacy Act (“CCPA”) or other applicable law (hereinafter “selling”). Rev will not sell any Customer personal information and agrees to refrain from any use or transfers of Customer personal information (including to or from a subprocessor or other third party) that qualifies as selling. Except as necessary to provide services to Customer: (i) Rev will not collect, share or use any Customer personal information; and (ii) shall not have, derive or exercise any rights or benefits from Customer personal information. As applicable to the services provided, Rev shall implement reasonable security measures as appropriate under applicable laws and reasonably assist Customer with any request received from an individual under the CCPA or other applicable law.