ClipZap Terms Of Use

The following terms of use (“Terms of Use”) governs your access to and use of:

(a) our website including any content, functionality, offered on or through https://clipzap.ai (the “Website”);

(b) our artificial intelligence (“AI”) based video generation tools (the “ClipZap Creative Tools”) which enable Users to provide User Input and create AI generated animations based upon such User Input (the “ClipZap Creative Tools”);

(c) any text, pictures, media, data, text, information, and other materials or content (collectively, the “Content”) made available to you through (a), (b), and (c);

products or services provided by us to you through the Website.

These Terms of Use, including all attachments hereto which are incorporated by reference, form an agreement between JUNOVERSE TECHNOLOGY PTE. LTD. (“ClipZap”, “us”, “we”, “our”) and you. The term “you” or “User” refers to the person or entity browsing, installing, downloading, accessing or otherwise using the ClipZap Solution (“use” or “using” in these Terms of Use will mean any of the foregoing).

BY USING THE CLIPZAP SOLUTION IN ANY WAY, BUYING ANY PRODUCTS OR SERVICES, OR BY CLICKING TO ACCEPT THE TERMS AND CONDITIONS, YOU:

A. REPRESENT AND WARRANT THAT:

I. YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION;

II. YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS;

B. AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE AND PRIVACY POLICY AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1.

IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MUST NOT ACCESS OR USE THE CLIPZAP SOLUTION.

1. Changes to these Terms of Use and the ClipZap Solution

(a) Except where prohibited by applicable law, we reserve the right, in our sole discretion, to change any element of these Terms of Use at any time. When we change these Terms of Use, we will post a new version to the Website and update the “Last Updated” date at the top of these Terms of Use. If required by applicable law, we will also provide you with prior notice of the change by sending you an email or notifying you by some other means. We may require you to provide consent to the updated Terms of Use in a specified manner before further use of the ClipZap Solution is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you will stop using the ClipZap Solution. Otherwise, your continued access to or use of the ClipZap Solution after any changes to these Terms of Use indicates your acceptance of such changes.

(b) We reserve the right to change the ClipZap Solution at any time, without notice. We may, at our discretion, suspend your access to or use of the ClipZap Solution or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Use; or (iii) to address any emergency security concerns. We will not be liable if, for any reason, all or any part of the ClipZap Solution is restricted to users or unavailable at any time or for any period.

2. Your User ID and Account

(a) To access certain features of the ClipZap Solution, you may be required to successfully sign up for a user account (an “Account”) using interfaces made available you by us, and select a username and password login credentials (the “User ID”).

(b) After completing registration for an Account, you will be able to access your Account by using your User ID or a valid authentication method that is linked to your Account, which may include any authentication method that we make available to you from time to time (each, an “Authentication Method”). ClipZap makes use of third party providers to provide authentication services, we are not responsible for any error by, or other acts or omissions of, any such third party provider of authentication services. You will keep your User ID, Account and Authentication Method secure and will not grant access to or otherwise share your User ID, Account and Authentication Method with any other person. Except for access to elements of the ClipZap Solution in jurisdictions that mandate the availability of account-free access to such elements of the ClipZap Solution, you will only access and use the ClipZap Solution using your Account or Authentication Method. Nothing herein shall be interpreted to require you use an account, subscription or membership in a jurisdiction that prohibits such requirements. You will immediately notify us if your User ID or Authentication Method is lost or stolen or if you become aware of any actual or suspected unauthorized use of your Account or Authentication Method.

(c) You must provide us with true, accurate, current, and complete information relating to your Account. If we believe or suspect that your information is not true, accurate, current, or complete, we may deny or terminate your access to or use of the ClipZap Solution. We reserve the right to disable any Account or Authentication Method issued to you at any time in our sole discretion. If we disable access to your Account or Authentication Method, you may be prevented from accessing or using the ClipZap Solution or any portion thereof.

(d) You agree to monitor and control all activity associated with your Account. ClipZap is entitled to act on instructions received through your Account. ClipZap is not responsible for any actions taken or transactions made to or from your Account by any other party using your User ID or Authentication Method. You are solely responsible for any and all use of your User ID, Authentication Method and all transactions or activities that occur under or in connection with the User ID and Authentication Method, including any charges incurred due to usage of the lost or stolen or unauthorized access to your User ID or Authentication Method. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the ClipZap Solution and your Account, including terminating your Account or Authentication Method or changing your User ID. We may also request additional information from you to authenticate your Account prior to authorizing transactions on your Account. You agree to be responsible for any act or omission of any persons that access the ClipZap Solution under your User ID and Authentication Method that, if undertaken by you, would be deemed a violation of these Terms of Use.

3. Beta Nature of ClipZap Solution

You acknowledge, understand and agree that certain applications and features comprising the ClipZap Solution may still be under development by ClipZap. Such “Beta” components are not fully tested, may contain bugs or errors, and may have limited functionality. ClipZap may make an update to, fix, or patch the ClipZap Solution at any time without notice. ClipZap makes no warranty or representation with respect to maintenance, correction, or other support of such Beta components.

4. Electronic Communications

(a) When you use or view the ClipZap Solution or send e-mails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by telephone, e-mail, by text message or by posting notices on the ClipZap Solution. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

(b) If you elect to receive text messages from us, including to receive one-time passcodes to log in to your Account if you forget your User ID, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the ClipZap Solution. If you elected to receive text messages, you may withdraw your consent to receive such text messages by replying “STOP” to the phone number that you received the text messages from. By creating an account to access the ClipZap Solution, you acknowledge and agree that ClipZap will send you service-related e-mails relating to your account, including service updates. These communications can be managed through user features made available through the ClipZap Solution from time to time. Your consent to receive communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. You may withdraw your consent to receive communications electronically by contacting us in the manner described below. If you withdraw your consent (excluding consent to receive marketing communications), from that time forward, you must stop using the ClipZap Solution. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations, or any electronic communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all communications without interruption.

(c) If you are a member of our mailing list you will also receive email communications from us regarding our products, services, promotions, and initiatives. If you do not wish to receive these communications, you can unsubscribe from such promotional e-mails at any time by clicking on the unsubscribe link in any of our e-mail communications.

(d) You are solely responsible for providing ClipZap with accurate contact information for the purposes of any electronic communications between us and you, including your mobile device number and email address. Please keep us informed of any changes in your mobile device number, email, or mailing address so that you continue to receive all communications without interruption.

5. User Content

(a) Except as expressly set forth in these Terms of Use, nothing in these Terms of Use assigns or grants to ClipZap any right, title or interest, including any intellectual property rights, in and to: (i) the data, information, images, videos, music, audio, or, files that you load, transmit to or enter into, or that we otherwise collect from your access to or use of, the ClipZap Solution (collectively, the “User Input”); or (ii) the ClipZap Animations generated by the ClipZap Solution based upon your User Input (User Input and ClipZap Animations are collectively “User Content”). You are responsible for maintaining, protecting, and making backups of all User Content. To the extent permitted by applicable law, ClipZap will not be liable for any failure to store, or for loss or corruption of any User Content. Any User Content will be considered non-confidential and non-proprietary.

(b) You grant to us and our affiliates and service providers, and each of our respective licensees, successors and assigns, an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, fully paid-up, transferable and sublicensable licence to access, collect, use, process, store, disclose, transmit, copy, modify and display User Content to:

(i) develop, enhance, improve and make available the ClipZap Solution, including by training and finetuning the AI contained within the ClipZap Animation Tools using your User Content;

(ii) develop, enhance, improve and make available ClipZap’s other products and services;

(iii) provide and make available your User Content to other users of the ClipZap Solution as further set out in Section 5(e) below;

(iv) generate revenue through advertising and other means, including through collaborations with third party advertisers;

(v) reproduce and make publicly available any sound recordings and underlying musical works contained in the User Content on a royalty-free basis; and

(vi) produce data, information, or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”).

We and our affiliates and service providers, and each of our respective licensees, successors and assigns are free to create, process, store, transmit, disclose and otherwise use Aggregated Data during and after the Term for any purpose and without obligations of any kind. Aggregated Data is not User Data.

(c) The licence grant above relieves ClipZap of any obligation to pay royalties to any third party, including to a sound recording copyright owner, a musical work copyright owner, a performing rights organization, a sound recording performing rights organization, any unions or guilds, and engineers, producers or other royalty holders involved in the creation of User Content.

(d) The ClipZap Solution provides you with the ability to opt into making your User Content available to other users of the ClipZap Solution. If you have opted in, then you acknowledge and agree that other users of the ClipZap Solution may view, download, use, modify, copy, and otherwise exploit your User Content for any purpose. Under no circumstances will ClipZap be responsible or liable to you for other users’ use of your User Content.

(e) The views expressed in any content that you may view on the ClipZap Solution that is posted by another user of the ClipZap Solution do not represent ClipZap’s views or values. ClipZap does not guarantee the accuracy, integrity, appropriateness or quality of any such content. Under no circumstances will ClipZap be responsible or liable to you for your use of any such content.

(f) In the event that you become aware of any ClipZap Animation that would violate these Terms of Use or would otherwise be considered inappropriate, you agree to report such inappropriate ClipZap Animation to us at the following email [email protected].

(g) ClipZap has the right, in its sole discretion, to remove or delete any User Content based upon ClipZap’s content filters, including any User Content that contains the likeness of a celebrity, or any User Content that violates these Terms of Use, is reported by other Users or third parties, contains music which is owned by someone else, or otherwise is inappropriate.

(h) We do not guarantee the security of data transmitted in connection with your use of the ClipZap Solution. You acknowledge that in the course of using the ClipZap Solution, you may come into contact with our confidential information, and you agree to protect and keep confidential such confidential information and disclose it only as necessary to comply with these Terms of Use or with any applicable laws compelling disclosure. You agree that upon expiration or termination of these Terms of Use, you will destroy, return or delete any such confidential information in your possession.

(i) The privacy policy found at https://clipzap.ai/privacy (“Privacy Policy”) is incorporated into these Terms of Use, and contains important information about our practices in collecting, storing, using, and disclosing information about identifiable individuals (“Personal Information”). Your consent and agreement to these Terms of Use includes consent and agreement to the Privacy Policy.

6. Payment

(a) ClipZap offers both free and paid versions of the ClipZap Animation Tools as further set out in the Exhibits to these Terms of Use. Any fees that you must pay for the paid versions of the ClipZap Animation Tools are identified at the following URL: https://clipzap.ai/subscription (“Fees”). All Fees identified are in United States Dollars (USD) unless otherwise noted. Except where prohibited by applicable law, Fees are subject to change without notice. Fees are non-refundable and ClipZap reserves the right to adjust the current Fees or to institute new Fees at any time.

(b) To pay your Fees, you will need to provide ClipZap or, if applicable, a third-party payment processor (the “Payment Processor”) with the information necessary to process payment from you, including the billing information requested on the ClipZap Solution or the applicable Payment Processor’s platform. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, if any, in addition to these Terms of Use. We are not responsible for any error by, or other acts or omissions of, any Payment Processor. You may pay for your Fees via credit card or any other manner then available on the ClipZap Solution or applicable Payment Processor’s platform. By submitting your payment information to us or the Payment Processor, you authorize us or the Payment Processor to charge the applicable payment method at our or their convenience (but within thirty (30) days of credit card authorization). You represent and warrant that you will not use any credit card or other form of payment unless you have all necessary authorization to do so. We assume that because payments require a valid credit card, only persons age 18 or over are paying Fees and providing us and/or the Payment Processor with the information requested during the payment process. We and/or the Payment Processor are not liable in the event your children or others acting with or without your permission use your credit card or other means of payment to make purchases on the ClipZap Solution or the Payment Processor’s platform (and to the extent your minor children make any such purchases, you hereby represent and warrant that they are authorized to do so); however, you may report any unauthorized use to us or the Payment Processor, and we and/or the Payment Processor will use reasonable measures within our control to help prevent future unauthorized use of your card. We reserve the right to correct any errors or mistakes that any Payment Processor makes even if it has already requested or received payment.

(c) The terms of your payment will be based on your chosen payment provider and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method. If we, either through the Payment Processor or otherwise, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand.

7. License to and Ownership of the ClipZap Solution

(a) Neither these Terms of Use nor your use of the ClipZap Solution grants you ownership in the ClipZap Solution. These Terms of Use do not grant you any right to use ClipZap’s trademarks or other brand elements. All right, title and interest, including intellectual property rights, in the ClipZap Solution, the source code in the software we use to provide the ClipZap Solution, and all other materials provided by us hereunder, and any updates, adaptation, translation, customization or derivative works thereof, will remain the sole property of ClipZap or our third-party suppliers, if applicable.

(b) You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling any of the ClipZap Solution or sharing or granting access in any of the foregoing to any third party for any purpose. You agree not to adjust or to try to circumvent or delete any copyright, trademark, or other intellectual property notices contained on the ClipZap Solution or the ClipZap Animations, if applicable. You agree not to remove any watermarks, labels or other legal or proprietary notices included in the ClipZap Solution or the ClipZap Animations, if applicable.

(c) Any use of third-party software provided in connection with the ClipZap Solution will be governed by such third parties’ licenses and not by these Terms of Use.

(d) The ClipZap Solution and all materials provided by us hereunder are made available or licensed and are not “sold” to you. All rights not expressly granted to you in these Terms of Use are reserved by ClipZap.

8. Your Responsibilities

(a) You agree to:

(i) use reasonable efforts to prevent unauthorized access to or use of the ClipZap Solution;

(ii) keep your User IDs, Authentication Method, and all other login information confidential;

(iii) not register for more than one account, register for an account on behalf of an individual other than yourself without such individual’s authorization;

(iv) monitor and control all activity conducted through your account in connection with the ClipZap Solution;

(v) keep your email address and, where applicable, your contact details associated with your account current and accurate;

(vi) promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your Account, User ID or Authentication Method, including any loss, theft, or unauthorized disclosure or use of your Account, User ID or Authentication Method;

(vii) not use anyone else’s Account at any time, without the permission of the Account holder;

(viii) immediately take down any User Content as we direct;

(ix) comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, and privacy laws.

(b) You agree that:

(i) you are solely responsible for any User Content posted, uploaded, downloaded, generated, or created by you, as well as the consequences of posting, uploading, downloading, generating, or creating such User Content through use of the ClipZap Solution;

(ii) any User Content that you upload, download, post or otherwise distribute onto the ClipZap Solution will not contain third party copyrighted, patented, or trademarked material, or material that is subject to other third-party proprietary rights, any personality rights, or any image rights, unless you have written permission from the rightful owner of the material, or you are otherwise legally entitled to upload the material and to grant ClipZap all of the license rights conveyed in these Terms of Use;

(iii) you own the underlying musical rights in any User Content you upload and you will not upload, download, post or otherwise distribute onto the ClipZap Solution any User Content that contains musical rights which you do not own unless you have written permission from the rightful owner of the musical rights, or you are otherwise legally entitled to upload the User Content containing such musical rights and to grant ClipZap all of the license rights conveyed in these Terms of Use; and

(iv) you assume all risk and responsibility for determining whether you may lawfully post or otherwise distribute any User Content and we have no obligation to evaluate, screen, or monitor any User Content that you post to the ClipZap Solution.

9. No Unlawful or Prohibited Use

(a) You will not use the ClipZap Solution in violation of these Terms of Use or of any applicable law. Unless otherwise permitted by these Terms of Use and without limiting the generality of the foregoing, you will not (and will not attempt to) directly or indirectly:

(i) sub-license, sell, rent, lend, lease or distribute the ClipZap Solution or any intellectual property rights therein or otherwise make the ClipZap Solution available to others;

(ii) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the ClipZap Solution (e.g., a denial of service attack), including by accessing or using the ClipZap Solution to permit timesharing, service bureau use or commercially exploit the ClipZap Solution;

(iii) upload any User Content which is defamatory, or misappropriates, infringes, or otherwise violates any rights of any third party (including any moral rights, intellectual property rights or rights of personality, image, publicity or privacy);

(iv) post any User Content on or through the ClipZap Solution or transmit to us any User Content that you consider to be confidential or proprietary;

(v) attempt to gain unauthorized access to the ClipZap Solution, or bypass any measures we may use to prevent or restrict access to the ClipZap Solution;

(vi) send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the ClipZap Solution any data, information, pictures, videos, audio or other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (iii) is false, inaccurate, intentionally misleading, or impersonates any other person; (iv) gives the impression that it originates from or is endorsed by us or any other person or entity, if that is not the case; (v) is defamatory, bullying, harassing, abusive, threatening, vulgar, exploitative, obscene, harmful, sexually explicit, inflammatory, offensive or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual, or is otherwise objectionable, such determination to be made in ClipZap’s sole discretion; (vi) is harmful to minors in any way or targeted at minors; (vii) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral rights, intellectual property rights or rights of personality, image, publicity or privacy); or (viii) violates, or encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability;

(vii) modify, reverse engineer, reverse assemble, disassemble, or decompile the ClipZap Solution (any part thereof) or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the ClipZap Solution;

(viii) violate the terms of use of any third party website that is linked to the ClipZap Solution;

(ix) impersonate or attempt to impersonate ClipZap, a ClipZap employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing);

(x) encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the ClipZap Solution, or which, as determined by us, may harm ClipZap or users of the ClipZap Solution or expose them to liability;

(xi) promote any illegal activity or advocate, promote, or assist any unlawful act;

(xii) access or use the ClipZap Solution for the purpose of building a similar or competitive product or service; or

(xiii) authorize, permit, enable, induce or encourage any third party to do any of the above.

10. Feedback

You agree that any suggestion or idea provided by you (such suggestions or ideas, “Feedback”) will not be treated as confidential, and nothing in these Terms of Use will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you and without any obligation to you. You grant to us and our licensees, successors, and assigns, a fully paid up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, translate, distribute, publicly perform, publicly display, import, sell, offer for sale, make, have made, derive revenue or other remuneration from, and otherwise exploit and disclose to third parties the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the ClipZap Solution or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise. You will not have any claim, including, without limitation, claims based upon invasion of privacy, defamation or right of publicity, arising out of any use, alteration, blurring, distortion or use in composite form of any Feedback. Except as prohibited by law, you hereby waive, and you agree to waive, any moral and author’s rights (including attribution and integrity) that you may have in any Feedback, even if it is altered or changed in a manner not agreeable to you.

11. Third Party Content, Websites or Services

(a) The ClipZap Solution may provide or publish links or access to third party content, websites, or services, including social media platforms that interface with or make use of the ClipZap Solution. Likewise, we may allow you to access the ClipZap Solution from third party websites or services. ClipZap does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with such third party content, websites, or services are the property of their respective owners. ClipZap does not endorse any third party content, websites, services, or systems, or guarantee or warrant their quality, durability, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems are not under ClipZap’s control, and if you choose to access any such content, websites, or services, or to access the ClipZap Solution from such systems, you do so entirely at your own risk. You acknowledge that you may be required to accept terms of use applicable to third party content, websites, services, or systems and agree to accept and comply with any such terms of use.

(b) Your interactions with organizations or individuals found on or through the ClipZap Solution, including payment and delivery of goods and services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organizations and/or individuals. You agree that to the fullest extent permitted by applicable law, ClipZap is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

12. Malicious Code and Security

The downloading and viewing of User Content and the ClipZap App is done at your own risk. We do not guarantee or warrant that the ClipZap Solution is compatible with your computer system or mobile device or that the ClipZap Solution, or any links from the ClipZap Solution or the User Content, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system and/or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system and/or mobile device that may be necessary as a result of your use of the ClipZap Solution.

13. Disclaimer

(a) THE LAWS OF CERTAIN JURISDICTIONS, WHICH MAY INCLUDE QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF USE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR CONDITION, THE SCOPE AND DURATION OF SUCH WARRANTY OR CONDITION WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

(b) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE ClipZap SOLUTION AND RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. ClipZap DOES NOT WARRANT THAT THE ClipZap SOLUTION WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE ClipZap SOLUTION. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED OR AS OTHERWISE REQUIRED BY LAW, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE ClipZap SOLUTION WHETHER EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, ClipZap EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE ClipZap SOLUTION (OR ANY PART OF THEM), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER. ClipZap WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE, THE ClipZap APP OR USER CONTENT OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON ANY WEBSITE LINKED TO THEM.

(c) IF YOU ARE A CONSUMER RESIDING IN QUÉBEC, THE FOREGOING DOES NOT LIBERATE US FROM THE CONSEQUENCES OF OUR OWN ACTS OR THOSE OF OUR REPRESENTATIVES.

14. Limitation of Liability

(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, LICENSEES AND SERVICE PROVIDERS AND ANY SUCCESSORS AND ASSIGNS OF THE FOREGOING (COLLECTIVELY WITH ClipZap, THE “ClipZap PARTIES”) BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY: (I) DIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) PERSONAL INJURY OR DEATH; (V) OR (VI) OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE ClipZap SOLUTION OR THE INABILITY TO MAKE USE OF THE ClipZap SOLUTION, OR THESE TERMS OF USE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE ClipZap SOLUTION, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE ClipZap SOLUTION.

(b) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE ClipZap SOLUTION, EXCEED $100 USD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

(c) Without limiting the foregoing, under no circumstances will any of the ClipZap Parties be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our or their reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, pandemics, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.

(d) If you are a consumer residing in Québec, the foregoing does not liberate us from the consequences of our own acts or those of our representatives.

15. Indemnification

(a) You will defend, indemnify and hold harmless the ClipZap Parties from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:

(i) your User Content;

(ii) your use of the ClipZap Solution or any services offered by ClipZap (except to the extent prohibited by law);

(iii) your breach of any provision of these Terms of Use or any documents referenced herein;

(iv) your violation of any law or the rights of a third party (including intellectual property rights); or

(v) any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you into the ClipZap Solution.

(b) ClipZap reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defences. You agree that the provisions in this section will survive any termination of your account, the Terms of Use or your access to the ClipZap Solution.

16. Term and Termination

These Terms of Use will commence on the day you first use any portion of the ClipZap Solution and will remain in effect until terminated by either party in accordance with the provisions of these Terms of Use (the “Term”). We may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the ClipZap Solution. You may terminate these Terms of Use at any time and with immediate effect by requesting by email that your Account be deleted, or by deleting your Account, ceasing use of the ClipZap Solution and uninstalling and deleting the ClipZap App. For greater certainty, if you continue to use any portion of the ClipZap Solution that is publicly available after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use.

17. Survival

The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 5 (User Content), 6 (ClipZap Animation Tools), 8 (License to the ClipZap Solution), 9 (Your Responsibilities), 10 (No Unlawful Use or Prohibited Use), 11 (Feedback), 12 (Third Party Content, Websites or Services), 13 (Malicious Code and Security), 14 (Disclaimer), 15 (Limitation of Liability), 16 (Indemnification), 18 (Survival), and 20 (General Provisions).

18. Contact

If you have any questions or comments regarding these Terms of Use, please contact us at: [email protected]

19. General Provisions

(a) Choice of Law. Except as restricted by applicable law, these Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of law and such laws apply to your access to or use of the ClipZap Solution, notwithstanding your domicile, residency or physical location. You will only use the ClipZap Solution in jurisdictions where the ClipZap Solution may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario in all disputes arising out of or relating to the use of the ClipZap Solution. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

(b) Entire Agreement and Interpretation. These Terms of Use and all documents incorporated by reference herein constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the ClipZap Solution, products, and any services offered by ClipZap. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The terms "include" and "including" mean, respectively, "include without limitation" and "including without limitation." The headings of sections of these Terms of Use are for reference purposes only and have no substantive effect. The terms "consent" or "discretion", when used in respect of us in these Terms of Use, mean our right to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain our decision to you.

(c) Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(d) Severability. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.

(e) Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section will be null and void. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

(f) English Language. The parties confirm that the essential stipulations of these Terms of Use reflect the mutual agreement of the parties further to negotiation, and were not imposed by either party, even when drawn up by one of the parties. The parties further confirm that it is the express wish of all parties that these Terms of Use, all documents related to these Terms of Use and all communications between the parties in the context of the performance of these Terms of Use be in English only.