2. OWNERSHIP OF INTELLECTUAL PROPERTY
The contents of the Service, including all Service user accounts, software, design, text, images, games, photographs, illustrations, audio and video material, artwork, items, graphic material, virtual items, databases, applications, proprietary information and all copyrightable or otherwise legally protectable elements of the Service, including, without limitation, the selection, sequence and ‘look and feel’ and arrangement of items, and all trademarks, service marks and trade names (individually and/or collectively, “Material”), are the property of ClipChat and its Affiliates, and any of their successors and assigns, and any of their respective licensors, Advertisers (as defined below), suppliers, and operational service providers and are legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and treaties. On notice, we will act expeditiously to remove content on the Service that infringes the copyrights of others and will disable access to the Service of anyone who repeatedly to infringes the intellectual property rights of others. We take protection of copyrights, both our own and others, very seriously. We therefore employ multiple measures to prevent copyright infringement over the Service and to promptly end any infringement that might occur. If you believe that the Service contains elements that infringe your copyrights in your work, please contact us at email@example.com.
3. REGISTRATION AND USE OF PASSWORD
PASSWORDS ARE ISSUED ON A PERSONAL BASIS. ACCORDINGLY, ALL CONTENT OR INSTRUCTIONS TRANSMITTED BY OR RECEIVED FROM ANYONE PRESENTING YOUR PASSWORD ON THE SERVICE WILL BE DEEMED BINDING ON YOU. You agree that you are solely responsible and liable for all actions taken via your user name or password, whether or not made with your knowledge or authority. You agree to guard your password carefully, with the full awareness that a failure to keep it secure will enable others to engage in transactions through the Service for which you will be legally responsible.
4. LIMITED NON-COMMERCIAL LICENSE TO USE SITE
ClipChat hereby grants you a limited license to use the Service only for the purposes of accessing, viewing or playing content solely for your non-commercial, non-exclusive, non-assignable, non-transferable and limited personal use and for no other purposes. You must not alter, delete or conceal any copyright or other notices contained on the Service, including notices on any Material you download, transmit, display, print or reproduce from the Service. You shall not, nor will you allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website), or otherwise use, any Material without the express prior written consent of ClipChat. Any unauthorized or prohibited use of any Material may subject you to civil liability, criminal prosecution, or both, under applicable federal, state and local laws.
The following restrictions apply to the use of the Service:
- You shall not create a user account or access the Service if you are under the age of 13; You shall restrict use by minors, and you will deny access to children under the age of 13. You accept full responsibility for any unauthorized use of the Service by minors. You are responsible for any use of your credit card or other payment instrument by minors.
- You shall not sell, rent or give away your user account, create a user account using a false identity or information, or on behalf of someone other than yourself. You shall not use the Service if you have previously been removed by ClipChat, or previously been banned from using the Service.
ClipChat reserves the right to suspend or deny, in its sole discretion, your use of all or any portion of the Service. Any rights not expressly granted to you herein are reserved to ClipChat. Minors should seek consent of their legal guardians before using the Service. Unless you have received specific written permission from ClipChat, you may not (a) “frame” or otherwise impose editorial comment, commercial material or any information or content on, or in proximity to, content displayed on the Service; (b) alter or modify any content on the Service; or (c) deep link or gain unauthorized access to any portion of the Service. Without limiting other restrictions, you agree not to reproduce, transmit, sell, or otherwise exploit the Service for any commercial purpose.
5. RULES OF CONDUCT
Your use of the Service is subject to all applicable local, state, national laws and regulations and, in some cases, international treaties. You are solely responsible for all activities, acts and omissions that occur in, from, through or under your user name or password. You shall not use, allow, or enable others to use the Service, or knowingly condone use of the Service by others, in any manner that is, attempts to, or is likely to:
- be libelous, defamatory, indecent, vulgar or obscene, pornographic, sexually explicit or sexually suggestive, racially, culturally, or ethnically offensive, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory, or abusive, or which may or may appear to impersonate anyone else;
- affect us adversely or reflect negatively on us, our goodwill, name or reputation or cause duress, distress or discomfort to us or anyone else, or discourage any person, firm or enterprise from using all or any portion, features or functions of the Service, or from advertising, linking or becoming a supplier to us in connection with the Service;
- send or result in the transmission of junk e-mail, chain letters, duplicative or unsolicited messages, surveys, contests, pyramid scheme, or so-called “spamming” and “phishing”;
- unless approved in writing by us, be used for commercial or business purposes, including, without limitation, advertising, marketing or offering goods or services, whether or not for financial or any other form of compensation or through linking with any other website or web pages;
- transmit, distribute or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horses, spyware, or other potentially harmful programs or other material or information;
- create a false identity for the purpose of misleading others or forge any TCP/IP packet header or part of the header information in any email or newsgroup posting for any reason;
- contact anyone who has asked not to be contacted; “stalk” or otherwise harass anyone;
- violate any laws, regulations (including, without limitation, laws regarding the transmission of technical data or software exported from the United States), judicial or governmental order or any treaties, or violate or infringe upon any intellectual property rights, rights of publicity or privacy or any other rights of ours or of any other person, firm or enterprise; gain unauthorized access to the Service, other users’ accounts, names, passwords, personally identifiable information or other computers, websites or pages, connected or linked to the Service or to use the Service in any manner which violates or is inconsistent with the terms and conditions of this Agreement; or
- modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Service or the rights of use and enjoyment of the Service by any other person, firm or enterprise
6. ONLINE GAME COMPETITIONS AND PRIZE AWARDS
ClipChat and our Partners may conduct online game competitions on or through the Service, as applicable. Where stated, some of these competitions may result in a prize being awarded to the competition winner. These online game competitions are subject to additional Rules provided by ClipChat or by our Partners.
We are always on the lookout for technical glitches that effect how the Service works. Please notify us if you find anything that you think could be fixed or improved. When we discover problems with the Service, we will investigate and fix them. Unfortunately, your phone, tablet, computer, or other device may cause glitches that effect how you view and interact with our Site — and this is beyond our control to fix. ClipChat does not accept responsibility in the event that a technical glitch or error prevents you from playing in a competition or harms your performance in a competition.
7. ADDITIONAL CONTESTS, SWEEPSTAKES, AUCTIONS AND PROMOTIONS
From time to time, ClipChat, ClipChat’ Licensed Partners, the Affiliates, or the Service’s operational service providers, suppliers, and Advertisers, may conduct additional promotions on or through the Service, including, without limitation, contests and sweepstakes (“Promotions”) which may be subject to Additional Terms or Rules.
8. SUSPENSION AND TERMINATION OF ACCOUNT AND SERVICE
ClipChat may limit, suspend, terminate, modify, or delete accounts or access to ClipChat Services or portions thereof if you are, or ClipChat suspects that you are, failing to comply with any of these Terms of Service or for any actual or suspected illegal or improper use of the Service, with or without notice to you. You can lose your user name and persona as a result of account termination or limitation, as well as any benefits, privileges, earned items and purchased items associated with your use of the Service, and ClipChat is under no obligation to compensate you for any such losses or results.
ClipChat may limit, suspend or terminate the Service and user accounts or portions thereof, prohibit access to our sites, and their content, Services and tools, delay or remove hosted content, and take technical and legal steps to prevent users from accessing the Service if we believe that they are creating risk or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our terms or policies. Additionally, we may, in appropriate circumstances and at our sole discretion, suspend or terminate accounts of users who may be repeat infringers of third party intellectual property rights.
ClipChat reserves the right to stop offering and/or supporting the Service or part of the Service at any time, at which point your license to use the Service or a part thereof will be automatically terminated. In such event, ClipChat shall not be required to provide refunds, benefits or other compensation to users in connection with such discontinued Services. Termination of your Account can include disabling your access to the Service or any part thereof including any content you submitted or others submitted.
ClipChat reserves the right to terminate any account that has been inactive for 365 days.
9. USER CONTENT
10. USER CONTENT MODERATION
ClipChat assumes no responsibility for the conduct of any user submitting any User Content, and assumes no responsibility for monitoring the Service for inappropriate content or conduct. We do not, and cannot, pre-screen or monitor all User Content. Your use of the Service is at your own risk. By using the Service, you may be exposed to User Content that is offensive, indecent or otherwise not in line with your expectations. You bear all risks associated with the use of any User Content available in connection with the Service. At our discretion, our representatives or technology may monitor and/or record your interaction with the Service or communications (including without limitation chat messages or user-submitted photographs) when you are using the Service.
By entering into these Terms of Service, you hereby provide your irrevocable consent to such monitoring and recording. You acknowledge and agree that you have no expectation of privacy concerning the transmission of any User Content.
If at any time ClipChat chooses, in its sole discretion, to monitor the Service, ClipChat nonetheless assumes no responsibility for User Content and assumes no obligation to modify or remove any inappropriate User Content. We have the right, but not the obligation, in our sole discretion to edit, refuse to post, or remove any User Content.
11. LICENSE FOR USER CONTENT
You hereby grant to ClipChat an irrevocable, perpetual, transferable, fully paid-up, royalty-free, world-wide license (including the right to sublicense and assign to third party) and right to copy, reproduce, fix, adapt, modify, create derivative works from, manufacture, commercialize, publish, distribute, sell, license, sublicense, transfer, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, in any way, your User Content as well as all modified and derivative works thereof in connection with our provision of the Service, including marketing and promotions of the Service. You also hereby grant to ClipChat the right to authorize others to exercise any of the rights granted to ClipChat under these Terms of Service. You further hereby grant to ClipChat the unconditional, irrevocable right to use and exploit your name, likeness and any other information or material included in any User Content and in connection with any User Content, without any obligation to you. Except as prohibited by law, you waive any rights of attribution and/or any moral rights you may have in your User Content, regardless of whether your User Content is altered or changed in any manner. ClipChat does not claim any ownership rights in your User Content and nothing in these Terms of Service is intended to restrict any rights that you may have to use and exploit your User Content. ClipChat has no obligation to monitor or enforce your intellectual property rights in or to your User Content.
12. USER INTERACTIONS
You are solely responsible for your interactions with other users of the Service and any other parties with whom you interact through the Service. ClipChat reserves the right, but has no obligation, to become involved in any way with these disputes. You will fully cooperate with ClipChat to investigate any suspected unlawful, fraudulent or improper activity, including, without limitation, granting ClipChat access to any password-protected portions of your Account.
If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
From time to time, during your use of the Service, you may communicate with, receive communications from, be re-directed to, interact with, or participate in or use the services or obtain goods and services of or from, third parties such as our advertisers, sponsors, or promotional partners (collectively, the “Advertisers”). All such communication, interaction and participation is between you and such Advertisers and we shall not be responsible or liable to you in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and the Advertiser or any goods or services you may purchase or obtain from any Advertiser).
14. AGREEMENT TO DEAL ELECTRONICALLY
All transactions with or through the Service or ClipChat may, at our option, be conducted and executed electronically. We may keep records of any type of communication conducted via the Service. All electronic records are deemed sent when they are properly addressed to the recipient and the record enters an information processing system outside the control of the sender or the record enters a region of an information processing system under the recipient’s control. All electronic records are received when the record enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent, in a form capable of being processed by that system, and from which the recipient is able to retrieve the electronic record.
15. PURCHASES AND PAYMENT OF FEES
In the Service you may be able to purchase, with “real world” money, a limited, personal, non-transferable, non-sublicensable, revocable license to use (a) “virtual currency”, including but not limited to virtual cash or diamonds, all for use in the ClipChat application; (b) “virtual in-game items” (together with “virtual currency”, “Virtual Items”); and (c) other goods or services (“Merchandise”).
ClipChat may manage, regulate, control, modify or eliminate Virtual Items and/or Merchandise at any time, with or without notice. ClipChat shall have no liability to you or any third party in the event that ClipChat exercises any such rights.
The transfer of Virtual Items and Merchandise is prohibited except where expressly authorized in the Service. Other than as expressly authorized in the Service, you shall not sell, redeem or otherwise transfer Virtual Items or Merchandise to any person or entity, including but not limited to ClipChat, another user or any third party.
All purchases and redemptions of third party virtual currency made through the service and final and non-refundable.
The provision of Virtual Items for use in ClipChat games is a service provided by ClipChat that commences immediately upon acceptance by ClipChat of your purchase.
You agree to pay all fees and applicable taxes incurred by you or anyone using a user account registered to you. ClipChat may revise the pricing for the goods and services offered through the Service at any time. You acknowledge that ClipChat is not required to provide a refund for any reason, and that you will not receive money or other compensation for unused virtual items when a user account is closed, whether such closure was voluntary or involuntary.
16. HYPERLINKS TO THIRD PARTY SITES
The appearance, availability, or your use of URLs or hyperlinks referenced or included anywhere on the Service or any other form of link or re-direction of your connection to, with or through the Service, does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of, the Service, ClipChat, or any of its Affiliates, any of their successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, Advertisers, suppliers, and operational service providers. We do not verify, endorse or have any responsibility for any such third party sites, their business practices (including their privacy policies), or any goods or services associated with or obtained in connection with any such site, whether the Service’s, ClipChat’s, or any of its Affiliates’ logo or sponsorship identification is on the third party site as part of a co-branding or promotional arrangement. If any third party site obtains or collects Personal Information from you, in no event shall we assume or have any responsibility or liability.
17. UPDATES TO THE SERVICE
You understand that the Service is an evolving one. ClipChat may require that you accept updates to the Service. You acknowledge and agree that ClipChat may update the Service, with or without notifying you.
18. DISCLAIMER AND LIMITATIONS OF LIABILITY
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Service will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR MOBILE DEVICE, COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR ANY SERVICES, MATERIALS OR ITEMS OBTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.
YOUR USE OF THE SERVICE, ITS CONTENT AND ANY SERVICES OR MATERIALS OR ITEMS OBTAINED THROUGH THE SERVICE IS AT YOUR OWN RISK. THE SERVICE, ITS CONTENT AND ANY SERVICES OR MATERIALS OR ITEMS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. CLIPCHAT MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, CLIPCHAT DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, ITS CONTENT OR ANY SERVICES OR MATERIALS OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE OR ANY SERVICES OR MATERIALS OR ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
IN NO EVENT WILL CLIPCHAT, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, MEMBERS, MANAGERS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICE OR SUCH OTHER WEBSITES OR ANY SERVICES OR MATERIALS OR ITEMS OBTAINED THROUGH THE SERVICE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to indemnify, defend and hold the Service, ClipChat, and any of its Affiliates, or any of their successors and assigns, and any of their respective officers, directors, members, managers, employees, agents, representatives, licensors, Advertisers, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys’ fees), arising out of, relating to or resulting from your breach or violation of this Agreement or your use of the Service, including without limitation any use of the Service’s content, services and products other than as expressly authorized in this Agreement.
21. INTERNATIONAL USAGE
The Service is controlled and operated by ClipChat from its offices within Arizona, United States of America. ClipChat makes no representation that the Service, Services, Materials, or related information offered by ClipChat are appropriate or available in other locations. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
22. LAW THAT APPLIES TO THIS AGREEMENT; MISCELLANEOUS TERMS
This Agreement and your use of the Service is governed by, construed and enforced in accordance with the internal substantive laws of the State of Arizona (notwithstanding the State’s conflict of laws provisions) applicable to contracts made, executed and wholly performed in Arizona, and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State of Arizona and County of Maricopa and agree you will not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise. To the extent it may be applicable, you agree to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, YOUR USE OF THE SERVICE OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.
23. NO WAIVER
Except as expressly and specifically set forth in this these Terms of Service, no representations, statements, consents, waivers, or other acts or omissions by ClipChat shall be deemed a modification of these Terms of Service nor legally binding, unless documented in physical writing, hand signed by You and a duly appointed officer of ClipChat.
Except as expressly stated otherwise, any notices required or allowed under this Agreement shall be given to ClipChat by electronic mail to: firstname.lastname@example.org.
We may notify you via postings on www.clipchat.io, and via e-mail or any other communications means to contact information you provide to us.
25. FORCE MAJEURE
ClipChat shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of ClipChat, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond ClipChat’s control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.