1. Acknowledgement and Acceptance of Terms
Klip Inc., a Delaware corporation, provides the klip mobile phone app and the www.klip.com site (the "Services") subject to your acceptance of all the terms and conditions contained in this document (the "Terms of Service"). In addition, if you elect to utilize any music tracks provided within the product's user interface, your use of such tracks is governed by the license agreement appearing after Paragraph 16 below.
In addition, when using the Services you shall be subject to any posted guidelines or rules within that service in addition to those in the Terms of Service..
By using the Services, you agree to the Terms of Service. If you do not agree, please do not use the Service.
We may modify, suspend, discontinue or restrict the use of the Services, any portion thereof or any content at any time with or without notice to you.
2. Age Requirement
The Services are only available for individuals age 13 years or older. If you are under the age of 18, you should review the Terms of Service with your parent or guardian to make sure that you and your parent or guardian understand and agrees with the Terms of Service.
3. Service Assets
All text, graphics, user and visual interfaces, photographs, trademarks, logos, sounds, music, videos, artwork, applications, computer code and associated documentation (collectively, the "Service Assets"), including but not limited to the design, structure, arrangement and "look and feel" of such Content, are owned by or licensed to Klip and are protected by copyright, trademark and other intellectual property rights and laws.
Except as expressly provided in the Terms of Service, no part of the Service Assets may be copied, reproduced, sold, republished, transmitted, displayed, reposted or otherwise distributed for public or commercial purposes.
4. Submitted Content
You may submit Content to the Services, including videos and comments. You understand that we do not guarantee any confidentiality with respect to any Content you submit.
You shall be solely responsible for the Content you submit and the consequences of submitting your Content on the Services. You retain your ownership rights in the Content you submit to the Services.
You warrant that you have the necessary licenses, rights, consents, and permissions to publish Content on the Services and that the Content will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you are legally entitled to post the material and in which case you agree to grant Klip all of the license rights granted herein.
You may not submit Content that contain sexually explicit material or pornography, hateful, defamatory, or discriminatory material, incite hatred against any individual or group, depict unlawful acts or extreme violence, depict animal cruelty or extreme violence towards animals, violate any law.
You license to Klip all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Services pursuant to these Terms of Service. By submitting Content to the Services, you grant Klip a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Services (and its successors' and affiliates'), including without limitation for promoting and redistributing part or all of the Content (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Services a non-exclusive license to access your Content through the Services, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Services and under these Terms of Service.
You may not submit Content that contain sexually explicit material or pornography, hateful, defamatory, or discriminatory material, incite hatred against any individual or group, depict unlawful acts or extreme violence, depict animal cruelty or extreme violence towards animals, seek to intimidate, control, manipulate, put down, falsely discredit, or humiliate any individual, violate any law.
5. Use of Services
Your use of the Services is subject to all applicable laws and regulations.
You may not:
- use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any manual process to access, acquire, copy or monitor any portion of the Services or any Content or obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Sites;
- attempt to gain unauthorized access to any portion of the Services or any Content, or any systems or networks connected to the Site, by hacking, password "mining" or any other illegitimate means;
- probe, scan or test the vulnerability of the Services or any Content, or any system or network connected to the Site;
- reverse look-up or trace any information of any other user or visitor or otherwise use the Services for the purpose of obtaining information of any user or visitor;
- use any device, software or process to interfere with, or attempt to interfere with, the proper working of the Services or any Content, or any systems or networks connected to the Services, or with any other person's use of the Services; or
- use the Services or any Content for any purpose that is unlawful or prohibited by the Terms of Service.
Any unauthorized use of the Services or any Content may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.
6. Account Information
Certain features or services offered on or through the Services may require you to open an account (including your name, a user name and password). You are responsible for taking all steps to ensure that no unauthorized person shall have access to your account or password. It is your sole responsibility to: (i) control the dissemination and use of your account and password; and (ii) promptly inform us of any need to deactivate an account or password. We are not liable for any harm related to the theft of passwords, or your disclosure of passwords. You shall immediately notify us of any unauthorized use of your account or password or any breach of confidentiality. You are solely responsible for any damage resulting from the use of your account and username. You may not use your account or password to breach security of another account.
8. Disclaimer of Warranties and Limitation of Liability
THE SERVICES AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENTNESS, FREEDOM FROM INTERRUPTION, VIRUSES OR OTHER DEFECT, AND NON-INFRINGEMENT.
YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE SERVICES OR ANY CONTENT IS TO STOP USING THE SERVICES OR ANY SUCH CONTENT. IN NO EVENT SHALL WE OR OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR CONTENT PROVIDERS (our "AFFILIATES") BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMIATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE SITES OR THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE OR OUR AFFILIATES ARE ADVISED ON THE POSSIBLITY OF SUCH DAMAGES.
9. Termination and Indemnity
You agree that we may, at any time, and at our sole discretion, terminate your account or suspend or prohibit your access to the Services without prior notice to you for violating any of the Terms of Services or for any other reason whatsoever.
You agree to defend, indemnify, and hold us and our Affiliates harmless from and against any demands, loss, liability, claims or expenses (including attorney's fee) made against us by any third party due to or arising out of your use of the Services.
10. User Submissions
If you make any submission to us, you agree that you will not send or transmit any communication or content that: (i) is defamatory, indecent, harassing or otherwise objectionable; (ii) infringes or violates any rights of any party; or (iii) contains a virus or corrupted data.
All e-mail and other correspondence that you submit to us shall become our sole and exclusive property.
If you submit any business information, idea, concept or invention to us, such submission shall be considered: (i) non-confidential; and (ii) our sole and exclusive property. We will have no obligation of any kind with respect to the submission, and we will be free to use or further transmit such submission for any purpose.
We may send you notice with respect to the Sites by sending an email message to the email address listed in your account, by sending a letter via postal mail to the contact address listed in your account, or by posting on the Site. Any notices will be deemed delivered to the party receiving such communication: (i) one business days after deposit with an overnight carrier; (ii) three business days after mailing date if sent by postal mail; (iii) the date of transmittal if sent via email; or (iv) the date we post the notice to the Site.
13. Governing Law, International Use
Although the Services may be accessible worldwide, we make no representation that materials on the Services are appropriate or available for use in locations outside the United States. Accessing the Services from territories where its use is illegal is prohibited.
14. Entire Agreement
The Terms of Service represent the entire agreement between you and us with respect to the subject matter addressed herein and supersedes all prior to contemporaneous agreements or understandings, written or oral. The Terms of Service shall be binding upon and inure to the benefit of the parties hereto and their respective successors and lawful assigns.
Any failure by us to enforce or exercise any provisions of the Terms of Service shall not constitute a waiver of that right or provision. Our failure to act with respect to a breach by you or others does not waive our rights to act with respect to subsequent or similar breaches.
16. Attorneys' and Accountants' Fees
In any action to enforce the Terms of Service, the prevailing party shall be entitled to attorneys' and accountants' fees and costs.
License for Music Tracks
This license ("License") is an agreement between you and Rumblefish, Inc. ("Licensor"), and it governs your use of any Rumblefish-provided tracks that, via Klip’s mobile app (the “App"), you synchronize in one of your videos. This License is only available for an individual, so if, for example, you are a business, you are not eligible for this License. If you are under the age of 18, but at least 13 years of age, your parent or legal guardian must agree to be bound by this License. This License is not intended for children under the age of 13.
1. If, via the App, you synchronize a Licensor-provided track in a video, then Licensor grants you a non-exclusive, personal, non-commercial so-called “synchronization" and “master-use" license with respect to the applicable track (the sound recording and the underlying composition) (the "track"), for use in your specific video in which you, via the App, incorporate the applicable track (such video, "your video").
2. Your video: (a) may not constitute an advertisement for a business, product, or service, or contain any scene that is essentially an advertisement for a business, product, or service; (b) may not be a video that you are being paid to make, or that people are being charged to watch, or for which you are getting any revenue (including, without limitation, so-called "ad share" revenue) from advertising or other sources when people watch the video; (c) may not be used in any manner other than for uploading to a so-called "user-generated-content" network ("UGC Network"); (d) must be a personal, non-commercial video; (e) may not be a video used for political purposes (such as, but not limited to, a video supporting or opposing any governmental policy, governmental official, political action, or candidate for political office); (e) may not be broadcast, distributed on physical devices (e.g., CDs, DVDs, USB drives, etc.), made available via peer to peer networks or on a cable or satellite channel or pay-per view, exhibited in a theater, or the like; (f) must comply with the Terms and Conditions, and the Community Guidelines, of any UGC Networks (including the Service) where uploaded; and (g) must not involve criticism of Licensor, UGC Networks, or any of Licensor’s and/or UGC Network’s products or services. If you violate this License, then Licensor will have the right to immediately terminate this License. If you have any questions about permitted uses of the track, please contact firstname.lastname@example.org.
4. Any editing you engage in concerning your use of the track in your video must take place solely within the App. You may not use samples (excerpts) from the track in other music, make any other changes to the track, or use the musical composition apart from the sound recording. Your video and/or use of the track must not be pornographic or promote hate or violence, and must not be libelous, defamatory, fraudulent, infringing or otherwise illegal. Your permission to use the track is non-sublicensable and nontransferable. You may not use the track apart from in your video (so, for example, you may not put the track on a website, play it at a party, play it at a business, use it on an MP3 player, or make a ringtone from it, create a new version, etc.). You may only use the track as expressly permitted under this License. Use of the track in violation of this License may subject you to civil and/or criminal penalties. You may not use artwork from the track's album cover or its website, or use the name of the band, photos of band members, etc.
5. You represent and warrant that (a) you have the right to enter into and perform this agreement, and that all of the information provided by you to Klip is complete and accurate; and (b) you will fully perform and comply with all of the representations, warranties, agreements and undertakings made by you under this License. You will indemnify and hold harmless Rumblefish from any and all costs and expenses (including but not limited to legal costs and attorney fees) arising out of any breach of any of your representations or warranties herein.
6. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY . THE TRACK IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
IN NO EVENT SHALL LICENSOR OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR CONTENT PROVIDERS (Licensor's "AFFILIATES") BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMIATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, RESULTING YOUR USE OF THE TRACK, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LICENSOR OR IT'S AFFILIATES ARE ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES YOU AGREE THAT LICENSOR'S LIABILITY (AND THE LIABILITY OF LICENSOR'S AFFILIATES) SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT LICENSOR WOULD NOT BE ABLE TO OFFER ITS SERVICES TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THIS LIMITATION OF LIABILITY, AND WOULD NOT OFFER SUCH SERVICES ABSENT A LIMITATION OF LIABILITY.
7. This License will be governed exclusively by the laws of the state of Oregon (excluding its choice of law rules). Any disputes arising in connection with this License will be submitted to mediation in the Portland, Oregon metropolitan area and will be conducted in accordance with the rules of the American Arbitration Association. If the parties are unable to resolve the dispute after such mediation, then any further action must be brought in the courts located in Portland, Oregon. Failure to exercise a right or remedy is not a waiver. Licensor may assign this Agreement. This agreement represents the entire agreement between the parties and may not be altered or amended except by a further writing signed by both parties.