Terms of Use

Last updated: August 10, 2020

These terms of use (the “Terms of Use”) are a legal agreement between you and CLIPr, Inc. (“CLIPr,”  “we,” “us,” or “our”). These Terms of Use specify the terms under which you may access and use  our website located at https://www.clipr.ai (the “Website”) and our mobile application (the  “App”), both of which provide access to our platform (“the “Platform,” and with the Website and the  App, the “Services”).  

By accepting these Terms of Use, accessing or using the Services, or otherwise manifesting your  assent to these Terms of Use, you agree to be bound by these Terms of Use and our Privacy Policy,  which is hereby incorporated by reference (collectively, the “Agreement”). If you do not agree to (or  cannot comply with) all of the terms of these Terms of Use, do not access or use the Services.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION  WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION  WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent  and warrant that you have the authority to bind that company or other legal entity to the Agreement  and, in such event, “you” and “your” will refer and apply to that company or other legal entity, and  any employees, contractors, or agents authorized by you to access and use the Services pursuant to  the terms of this Agreement.  
Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy  Policy.

1. DESCRIPTION OF PLATFORM; RESTRICTIONS
a. Recordings and Recaps. The Platform enables you to submit video and/or audio  recordings of classes, meetings, and events (“Recordings”). CLIPr will develop and provide you with  video and/or audio summary recaps and text transcripts (collectively, “Recaps”) of such Recordings  based on your personalized preferences.  
b. Age Restrictions. The Platform is available only for individuals aged 13 years or older.  If you are 13 or older, but under the age of majority in your jurisdiction, you should review this  Agreement with your parent or guardian to make sure that you and your parent or guardian understand  it.
c. Access Restrictions. We reserve the right, in our sole and absolute discretion, to deny  you access to the Platform, or any portion of the Platform, without notice and without reason.

2. ACCOUNT
If you wish to access and use our Platform to upload Recordings and receive Recaps, you must submit  a request for access. Upon your request, CLIPr may extend an invitation for access to its trial version  of the Platform. To accept such invitation, you will be required to register with us. If you elect to  register with us, you may log in to the Platform using a third-party login provider (e.g., Facebook, Instagram, or Google). If you do not wish to log in using these third-party access credentials, you will be prompted to create an account, which includes a sign-in name (“Sign-In Name”), a password  (“Password”), and you may be asked to provide certain additional information that will assist us in  authenticating your identity when you log in in the future (“Unique Identifiers”). When creating your  account, you must provide true, accurate, current, and complete information. Each Sign-In Name and  corresponding Password can be used by only one user. You are solely responsible for the  confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any  use, misuse, or communications entered through the Platform using your account. You will promptly  inform us of any need to deactivate a Password or Sign-In Name or change any Unique Identifier.  We reserve the right to delete or change your Password or Sign-In Name at any time and for any  reason and shall have no liability to you for any loss or damage caused by such action. CLIPr is under  no obligation to accept any individual or entity as an account holder, and may accept or reject any  registrations in our sole and complete discretion. We will not be liable for any loss or damage caused  by any unauthorized use of your account.

3. COMMUNITY GUIDELINES
To provide you with the Services, we need to build a community with a few simple guidelines. By  accessing the Services or submitting any content, including without limitation, Recordings (defined  below), you agree to comply with these community guidelines (the “Community Guidelines”) and  that:
• You will not upload, post, e-mail, transmit, or otherwise make available any content, including  Recordings that:
o infringes any copyright, trademark, right of publicity, or other proprietary rights of any  person or entity; or
o is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of  another’s privacy, promotes violence or illegal activity, or contains hate speech (i.e.,  speech that attacks or demeans a group based on race or ethnic origin, religion, disability,  gender, age, veteran status, and/or sexual orientation/gender identity); or
o discloses any sensitive information about another person, including that person’s e-mail  address, postal address, phone number, credit card information, or any similar information.
• You will comply with all applicable laws in your use of the Services and will not use the Services  for any unlawful purpose; • You will not access or use the Services to collect any market research for a competing business;
• You will not impersonate any person or entity or falsely state or otherwise misrepresent your  affiliation with a person or entity;
• You will not interfere with, or attempt to interrupt the proper operation of, the Services through  the use of any virus, device, information collection or transmission mechanism, software or  routine, or access or attempt to gain access to any content, data, files, or passwords related to the  Services through hacking, password or data mining, or any other means;
• You will not decompile, reverse engineer, or disassemble any software or processes accessible  through the Services;
• You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety  features on the Services;
• You will not use any robot, spider, scraper, or other automated means to access the Services for  any purpose without our express written permission;  
• You will not take any action that imposes or may impose (in our sole discretion) an unreasonable  or disproportionately large load on our technical infrastructure;  
• You will not resell, distribute, or sublicense the Services or use it for the benefit of anyone other  than you or your business;  
• You will not resell or distribute the Recaps (except as otherwise provided herein) or use the  Recaps for any illegal purposes;
• You will not remove or modify any proprietary markings or restrictive legends placed on the  Services; and
• You will not introduce, post, or upload to the Services any Harmful Code. As used herein,  “Harmful Code” means computer code, programs, or programming devices that are intentionally  designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise  impede in any manner, including aesthetic disruptions or distortions, the operation of the Services,  or any other associated software, firmware, hardware, computer system, or network (including,  without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,”  “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious,  or hidden procedures, routines or mechanisms that would cause the Services to cease functioning  or to damage or corrupt data, storage media, programs, equipment, or communications, or  otherwise interfere with the operations of the Services.


4. RECORDINGS
The Platform allows you to submit Recordings that you want summarized in a Recap by CLIPr. You,  and not CLIPr, are entirely responsible for all Recordings that you upload, post or otherwise transmit.  We are not obligated to transmit any Recordings through our Services, and we reserve the right to  remove any Recordings at any time in our sole discretion, with or without notice.

To the extent permitted by law, you and your licensors retain all copyrights and other intellectual  property rights in and to your own Recordings. You do, however, hereby grant us and our  sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual, irrevocable license to  modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format,  distribute, display, perform, and otherwise use or exploit your Recordings and all intellectual property  and moral rights therein throughout the universe, in each case, by or in any means, methods, media,  or technology now known or hereafter devised, to provide and promote the Services.  

5. INTELLECTUAL PROPERTY
The Services contain material, such as software, text, graphics, images, and other material provided  by or on behalf of CLIPr, including the Recaps (collectively referred to as the “Content”). The  Services and the Content are protected by copyright, trademark, and other laws of the United States  and foreign countries. Except as expressly provided in these Terms of Use, CLIPr and our licensors  exclusively own all right, title, and interest in and to the Services and the Content, including all  associated intellectual property rights.  

Subject to the terms and conditions of these Terms of Use, CLIPr grants you a limited, non transferable, non-exclusive, license to access and use the Services and the Content solely for your  personal purposes. You may not (i) remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services or the Content, or  (ii) sell, transfer, assign, license, sublicense, or modify the Services or the Content or reproduce,  display, publicly perform, make a derivative version of, distribute, or otherwise use the Services or  Content in any way for any public or commercial purpose. Notwithstanding the forgoing, you have  a limited license to share Recaps, at no charge, for non-commercial purposes.  

The trademarks, service marks, and logos of CLIPr (the “CLIPr Trademarks”) used and displayed on  the Services are registered and unregistered trademarks or service marks of CLIPr. Other company  and service names located on the Services may be trademarks or service marks owned by third parties  (the “Third-Party Trademarks,” and, collectively with CLIPr Trademarks, the “Trademarks”).  Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any  license or right to use the Trademarks, without our prior written permission specific for each such  use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of  such a link is approved in advance by us in writing. All goodwill generated from the use of CLIPr  Trademarks inures to our benefit.  

Elements of the Services are protected by trade dress, trademark, unfair competition, and other state  and federal laws and may not be copied or imitated in whole or in part, by any means, including, but  not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our  express, written consent for each and every instance.

6. COMMUNICATIONS WITH US
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any  content that contains confidential information. With respect to all e-mails and communications you  send to us (whether oral or written), including, but not limited to, feedback, questions, comments,  suggestions, testimonials, and the like, we shall be free to use any ideas, concepts, know-how, or  techniques contained in your communications for any purpose whatsoever, including but not limited  to, the development, production, and marketing of the Services that incorporate such information  without compensation or attribution to you.

7. DISCLAIMER; LIMITATION OF LIABILITY
THE SERVICES AND ALL CONTENT AND OTHER INFORMATION ON OR ACCESSIBLE  FROM OR THROUGH THE SERVICES ARE PROVIDED BY CLIPR ON AN “AS IS” AND “AS  AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR  IMPLIED.  CLIPR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING  THE SERVICES AND THE CONTENT, INCLUDING BUT NOT LIMITED TO WARRANTIES  OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT, SECURITY OR ACCURACY, AND ANY WARRANTIES ARISING FROM  COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT  LIMITING THE GENERALITY OF THE FOREGOING, CLIPR DOES NOT WARRANT THAT:  (1) THE INFORMATION ON THE SERVICES IS CORRECT, ACCURATE OR RELIABLE; (2)  THE FUNCTIONS CONTAINED ON THIS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE  SERVER THAT MAKE THEM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL  COMPONENTS.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT  CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL  DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS  INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE  SERVICES OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY  OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO  PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE  SERVICES OR THE CONTENT SHALL BE LIMITED TO TEN UNITED STATES DOLLARS  (US $10). CLIPR SHALL NOT BE LIABLE FOR DIRECT DAMAGES THAT YOU MAY  SUFFER AS A RESULT OF YOUR OR ANY THIRD PARTY’S OR USE OF ANY RECAPS.

SOME JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW THE  EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY  TO YOU.

NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY  RIGHTS THAT APPLY TO YOU.

8. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
a. You hereby represent, warrant, and covenant that:
(i) You own or have the necessary licenses, rights, consents, and permissions  (collectively, “Permissions”) to all trademark, trade secret, copyright, or other proprietary, privacy,  and publicity rights in and to your Recordings, the content of such Recordings, and any other works  that you incorporate into your Recordings and all the rights necessary to grant the licenses and  permissions you grant hereunder; including in each case all Permissions required under applicable  law to use the Recordings in connection with the Platform and to permit CLIPr to create and distribute  Recaps; and
(ii) Use of Recordings in the manners contemplated in these Terms of Use,  including the creation and distribution of Recaps by CLIPr, shall not violate or misappropriate the  intellectual property, privacy, publicity, contractual, or other rights of any third party.
b. You agree to indemnify, defend, and hold harmless CLIPr, its affiliates, and its and  their respective officers, managers, partners, employees, and agents from and against any and all  losses, civil penalties, liabilities, damages, judgments, costs, and expenses, including reasonable  attorney’s fees and court costs, incurred in connection with any proceeding, claim, or action arising  out of or related to (i) your breach of these Terms of Use; (ii) your misuse of the Content or the  Services; (iii) your Recordings; and/or (iv) your or our violation of any third-party rights, including  without limitation any copyright, trademark, property, publicity or privacy right, in connection with  use of the Recordings, and creation and distribution of Recaps through the Platform.

9. DIGITAL MILLENNIUM COPYRIGHT ACT
CLIPr respects the intellectual property rights of others and attempts to comply with all relevant laws.  We will review all claims of copyright infringement received and remove any Content or Recordings  deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any  Notification of Claimed Infringement which may be given under that Act is as follows:

CLIPr Co.
c/o Lowenstein Sandler LLP  
One Lowenstein Dr.  
Roseland, NJ 07068.

If you believe that your work has been copied on the Services in a way that constitutes copyright  infringement, please provide our agent with notice in accordance with the requirements of the Act,  including (i) a description of the copyrighted work that has been infringed and the specific location  on the Services where such work is located; (ii) a description of the location of the original or an  authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address;  (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the  copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the  information in your notice is accurate and that you are the copyright owner or authorized to act on the  copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright  or the person authorized to act on behalf of the owner of the copyright interest.

10. COMPLIANCE WITH APPLICABLE LAWS
The Services are based in the United States. We make no claims concerning whether the Services are  accessible, or whether Content may be downloaded, viewed, or be appropriate for use, or Purchases  may be made, outside of the United States. Whether inside or outside of the United States, you are  solely responsible for ensuring compliance with the laws of your specific jurisdiction.  

11. CONTROLLING LAW
These Terms of Use and any action related thereto will be governed by the laws of the State of New  York without regard to its conflict of laws provisions.  

12. BINDING ARBITRATION 
In the event of a dispute arising between you and CLIPr under or relating to these Terms of Use or  the Services (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding  arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time,  shall be final and binding on the other party. NEITHER PARTY SHALL HAVE THE RIGHT TO  LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY  MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT  SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION.  ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS  MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral  arbitrator selected jointly by you and CLIPr, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to  its then current Comprehensive Arbitration Rules and Procedures and in accordance with the  Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined  Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the  JAMS website www.jamsadr.com. Each of you and CLIPr will be responsible for paying any JAMS  filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s  award may be entered in any court having jurisdiction. This clause shall not preclude parties from  seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The  arbitration may be conducted in person, through the submission of documents, by phone, or online.  If conducted in person, the arbitration shall take place in the United States county where you reside.  The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to  confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall  cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and  other information (including electronically stored information) relevant to the Dispute immediately  after commencement of the arbitration. As set forth in Section 14 below, nothing in these Terms of  Use will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary  to protect our proprietary interests.  

13. CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you  individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with  any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class  action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute  to be brought in a purported representative capacity on behalf of the general public or any other  persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR  INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY  PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

14. EQUITABLE RELIEF
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual  property rights and confidential and proprietary information by you, we will suffer irreparable harm  and will therefore be entitled to injunctive relief to enforce these Terms of Use. We may, without  waiving any other remedies under these Terms of Use, seek from any court having jurisdiction any  interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property  pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally  consent to the personal and subject matter jurisdiction of the federal and state courts in the State of  New York for purposes of any such action by us.

15. EXTERNAL WEBSITES
The Services may contain links to third-party websites (“External Websites”). These links are  provided solely as a convenience to you and not as an endorsement by us of the content on such  External Websites. The content of such External Websites is developed and provided by others. You  should contact the site administrator or webmaster for those External Websites if you have any  concerns regarding such links or any content located on such External Websites. We are not  responsible for the content of any linked External Websites and do not make any representations regarding the content or accuracy of materials on such External Websites. You should take  precautions when downloading files from all websites to protect your computer from viruses and  other destructive programs. If you decide to access linked External Websites, you do so at your own  risk.

16. CHANGES TO THE AGREEMENT
These Terms of Use are effective as of the last updated date stated at the top. We may change these  Terms of Use from time to time with or without notice to you. Any such changes will be posted on  the Website. By accessing the Services after we make any such changes to these Terms of Use, you  are deemed to have accepted such changes. Please refer back to these Terms of Use on a regular  basis.  

17. TERMINATION OF THE TERMS OF USE
We reserve the right, in our sole discretion, to restrict, suspend, or terminate these Terms of Use and  the Services, and your access to all or any part of the Services, at any time and for any reason without  prior notice or liability. If we terminate without cause, we will refund a pro-rated portion of prepaid  and unused fees. Sections 4-17, 19 shall survive the termination of these Terms of Use.

18. DOWNLOADING THE APP  
We make the App available through the Google Play Store or Apple App Store. The following terms  apply to the App when accessed through or downloaded from the Apple App Store where the App  may now or in the future be made available. You acknowledge and agree that:

• These Terms of Use are between you and CLIPr, and not with Apple, and CLIPr (not Apple),  is solely responsible for the App.
• Apple has no obligation to furnish any maintenance and support services with respect to the  App.
• In the event of any failure of the App to conform to any applicable warranty, you may notify  Apple, and Apple will refund the purchase price for the App to you (if applicable) and, to the  maximum extent permitted by applicable law, Apple will have no other warranty obligation  whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or  expenses attributable to any failure to conform to any warranty will be the sole responsibility  of CLIPr.
• Apple is not responsible for addressing any claims you have or any claims of any third party  relating to the App or your possession and use of the App, including, but not limited to: (i)  product liability claims; (ii) any claim that the App fails to conform to any applicable legal or  regulatory requirement; and (iii) claims arising under consumer protection or similar  legislation.
• In the event of any third party claim that the App or your possession and use of that App  infringes that third party’s intellectual property rights, CLIPr will be solely responsible for the  investigation, defense, settlement and discharge of any such intellectual property infringement  claim to the extent required by this Agreement.
• Apple and its affiliates are third-party beneficiaries of this Agreement as related to your  license to the App, and that, upon your acceptance of this Agreement, Apple will have the  right (and will be deemed to have accepted the right) to enforce this Agreement as related to  your license of the App against you as a third-party beneficiary thereof.
• You represent and warrant that (i) you are not located in a country that is subject to a U.S.  Government embargo, or that has been designated by the U.S. Government as a terrorist supporting country; (ii) you are not listed on any U.S. Government list of prohibited or  restricted parties; (iii) you are not an individual, or associated with an entity, designated under  the UK’s Terrorist Asset-Freezing etc. Act 2010 (TAFA 2010); and (iv) you are not otherwise  subject to or affected in any way by any national security or terrorism related rules whether  applicable to you personally or to your location or other circumstances.
• You must also comply with all applicable third party terms of service when using the App.

19. GENERAL
No failure or delay by CLIPr in exercising any right or remedy under the Terms of Use will operate,  or be deemed to operate, as a waiver of any such right or remedy. If any provision of the Terms of  Use is found invalid or unenforceable by a court of competent jurisdiction, that provision will be  amended and the remainder of the Terms of Use will remain in full force and effect. The Terms of  Use constitutes the final and complete agreement between you and CLIPr regarding the subject matter  hereof, and supersede any prior or contemporaneous communications, representations, or agreements  between us, whether oral or written, including, without limitation, any confidentiality or non disclosure agreements. Headings are for convenience only and shall not be used to limit or interpret  the meaning of any of the provisions of the Terms of Use. Terms which by their nature are intended  to survive indefinitely shall survive and shall apply to you even if you have stopped using the  Services, including, without limitation, the limitations of liability, indemnity, and dispute resolution  provisions.

20. HOW TO CONTACT US
If you have questions about the Terms of Use or our Services, please contact us via email legal@clipr.ai.


Copyright 2020 CLIPr, Co. All rights reserved.