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Please read this service agreement ("Agreement") carefully before downloading or using the software and/or services (the “Application”). By downloading or using the Application you are agreeing to be bound by the terms and conditions of this Agreement.
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If you do not agree to the terms of this Agreement, do not download or use the Application.
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License
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CLIP SW, LLC (“CLIP”) grants you a revocable, non-exclusive, non-transferable, limited license to download, install and use the Application solely for your personal, business purposes strictly in accordance with the terms of this Agreement. CLIP reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to you.
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Restrictions
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You may not modify, translate, reverse-engineer, or make any other attempt to modify the Application or cause the source code to be revealed. You agree not to, and you will not permit others to: license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.
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CLIP Proprietary Rights
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CLIP retains all right, title, and interest (including all copyrights, patents, service marks, trademarks and other intellectual property rights) in and to CLIP’s Application, including any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes thereto, and all related information, material and documentation. Except for the license granted pursuant to this Agreement, you do not acquire any interest in CLIP’s Application, materials, or any copies or portions thereof, provided by CLIP pursuant to this Agreement. The technology and business methodologies are proprietary and the sole property of CLIP.
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Modifications to Application
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You shall not modify the Application in any manner whatsoever. You agree not to decompile, disassemble, or attempt in any way to reverse engineer the Application or develop a competing product based on the Application. Any modifications or enhancements made to the Application, including all copyrights, patentable or unpatentable subject matter and trade secret shall be owned by CLIP and you hereby assign all of your rights, title and interest in any such modifications to CLIP. Your obligations under this subpart shall survive any termination of this Agreement.
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License Fee; Payment
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You will be required to pay your monthly license fees for use of the Application on the monthly anniversary of your acceptance of this Agreement (“Effective Date”).
At all times during the term, you agree to maintain a valid credit card in your customer profile to debit your monthly fees. You authorize CLIP to debit your monthly fees each month on or about the monthly anniversary of this Agreement. You will receive a receipt recognizing each payment via email. In the event your payment fails, CLIP may, at its sole discretion, immediately terminate this Agreement. CLIP shall immediately stop providing you the services upon any termination or expiration of this Agreement. In the event of any termination, all amounts you owe CLIP, shall become immediately due and payable
You shall be solely responsible for and agree to pay any and all sales, use, communications, excise, or similar tax or duty, and any other tax not based on CLIP’s net income.
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EMAIL FEATURES
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In the event that you choose to use the email features, you represent and warrant that you have a current relationship with each person to whom an email is to be sent. You are solely responsible for ensuring that the email feature is utilized in a manner that complies with local, state, and federal laws, rules and regulations. This includes, but is not limited to, compliance with applicable email laws such as the CAN-SPAM Act and the EU ePrivacy Regulation, and comparable state laws. Moreover, you represent and warrant that each person to whom an email is to be sent has specifically granted you permission to do so by whatever technology you choose; and opt-outs are provided pursuant to applicable law, rule or regulation. You are responsible for the content and will be identified as the sender of each email sent on your behalf. You acknowledge that you are responsible for obtaining any and all permissions required to use the email features.
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Term and Termination
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The term of this Agreement shall begin and remain in effect following the Effective Date until terminated by you or CLIP. CLIP may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.
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Amendments to this Agreement
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CLIP reserves the right, at its sole discretion, to modify or replace this Agreement at any time.
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Compliance with laws and regulations
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You agree to abide by this Agreement and all applicable laws and regulations, including but not limited to Title III of the Americans with Disabilities Act (“ADA”) and New York’s state and city level Human Rights Act, and California’s Unruh Civil Rights Act and Consumer Privacy Act. You agree not to transfer, use or export the Application in violation of any laws or regulations of any government or governmental agency. You represent and warrant that you will only use the Application for a lawful purpose.
You are solely responsible for compliance with applicable PCI-DSS requirements; CLIP has no obligation to assist with PCI-DSS requirements in any way. Any assistance provided by CLIP, or by CLIP’s employees, contractors, agents, representatives or other related persons, at your request, is provided without warranty or liability.
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Disclaimer of Warranties
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CLIP AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. CLIP AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CLIP FURTHER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE RELATED TO ANY CONFIGURATION, REPAIR, UPDATE, INSTALLATION OR OTHER WORK DONE ON YOUR PREMISES BY AN EMPLOYEE, CONTRACTOR, AGENT, OR OTHER THIRD PARTY OF OR UNDER CONTRACT WITH CLIP.THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CLIP AND ITS LICENSORS.
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Governing Law and Jurisdiction
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This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. In case of any dispute related to this Agreement, the Parties agree to submit to personal jurisdiction in the State of Delaware. Furthermore, the Parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any court of the State of Delaware or any federal court sitting in the State of Delaware for purposes of any suit, action or other proceeding arising out of this Agreement. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THE TERMS, OBLIGATIONS AND/OR PERFORMANCE OF THIS AGREEMENT.
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General Provisions
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This Agreement is between you and CLIP, and you may not transfer, assign or delegate this Agreement to anyone without the express written permission of CLIP. Any attempt by you to assign, transfer or delegate this Agreement without the express written permission of CLIP shall be null and void. You acknowledge that CLIP will have the right hereunder to seek an injunction, if necessary to stop or prevent a breach of your obligations hereunder. The paragraph headings in this Agreement are included only to help make the Agreement easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. No waiver by us shall have effect unless such waiver is set forth in writing, signed by us; nor shall any such waiver of any breach or default constitute a waiver of any subsequent breach or default. This Agreement constitutes the complete and exclusive agreement between CLIP and you with respect to the subject matter hereof and supersedes all prior oral or written understandings or agreements regarding this subject matter. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
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Contact Information
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If you have any questions about this Agreement, please contact us. Service@clip.com
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