IMPORTANT – PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS BEFORE ACCESSING, USING, OR SUBMITTING ANY INFORMATION THROUGH OUR SERVICES. THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITIES (SEE SECTIONS 8 AND 9). THESE TERMS FORM AN ESSENTIAL BASIS OF OUR AGREEMENT. PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
THESE TERMS CONTAIN ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL AND RIGHT TO PARTICIPATE IN A CLASS ACTION. ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES SPECIFIED BELOW IN SECTION 10, UNLESS YOU OPT OUT. PLEASE CAREFULLY REVIEW THE DISPUTE RESOLUTION PROVISIONS IN SECTION 10 BELOW, WHICH DESCRIBES YOUR RIGHT TO OPT-OUT.
BY USING OR ACCESSING THE SERVICES YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT HAVE THE REQUISITE CAPACITY AND AUTHORITY TO ENTER INTO THESE TERMS (INCLUDING TO BIND ANY APPLICABLE ENTITIES) OR YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCEPT THESE TERMS AND DO NOT USE OR ACCESS THE SERVICES.
These Saikyo LLC Creator Terms of Use ("Terms") are entered into by and between you ("you," "your," or "Creator") and Saikyo LLC d/b/a Clipster ("we," "our," "us," or "Clipster"). Clipster and Creator may also be referred to herein each as a "Party" or collectively as the "Parties."
These Terms govern your access to and use of the Services (as defined below). If you are entering into these Terms on behalf of a company, organization, or other legal entity, you acknowledge that you are agreeing to these Terms on behalf of such entity and represent to Clipster that you have the authority to bind such entity to these Terms.
Now, therefore, in consideration of the mutual covenants hereinafter set forth, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby covenant and agree as follows:
2.1. Right to Use the Services. Subject to and conditioned on your compliance with these Terms, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right, during the Agreement Term (as defined herein), to access and use the Services to submit Creator Content to applicable Campaigns.
2.2. Account Security. You acknowledge and agree that you are solely responsible and liable for: (a) your acts and omissions in connection with your use of the Services; (b) the security and management of your Creator Content and Creator Systems; (c) the security configuration of the Services; and (d) ensuring your credentials are kept confidential and not shared by more than one person. You will use reasonable efforts to prevent any unauthorized use of the Services and to immediately notify us if you discover any unauthorized use of the Services. Immediately upon discovery of unauthorized use, you will take all necessary steps to terminate the unauthorized use and cooperate with us in preventing any further unauthorized use. Clipster will not be responsible for any damages, losses, or liability that result from your acts or omissions.
2.3. Use Restrictions. You represent and warrant that you will not: (a) use the Services in any manner, or for any purpose, that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person, or that violates this Agreement or any Applicable Laws; (b) copy, modify, or create derivative versions of the Services, in whole or in part; (c) distribute, publish, transfer, publicly display, rent, lease, lend, share, sell, license, sublicense, redistribute, syndicate access to, assign, or otherwise make the Services available to any third party; (d) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component or source code of the Services, in whole or in part; (e) remove any proprietary notices from the Services; (f) attempt to cloak or conceal your identity when requesting authorization to use the Services; (g) access the Services in any manner that compromises, breaks or circumvents any of our technical processes or security measures, poses a security vulnerability, or tests the vulnerability of our systems or networks; (h) transmit or upload any Malicious Software to the Services; (i) use the Services for any purpose that competes with Clipster, including to replicate, compete with, or attempt to build or replace the features, functionality or user experience of, the Services; (j) use the Services in a manner that adversely affects the performance, stability or security of the Services; and (k) input any Sensitive Data into the Services. Clipster, in its sole discretion, may impose additional limits or restrictions on your use of the Services from time to time.
2.4. User Acknowledgement. You acknowledge and agree that: (a) submitting Creator Content in connection with a Campaign does not create any legal, contractual, or other relationship between you and a Brand; (b) a Brand has no obligation to use, publish, post, or otherwise disseminate your Creator Content; (c) a Brand may make the Creator Content inaccessible and upon request you shall immediately remove or otherwise take down Creator Content at the Brand’s sole discretion; (d) Clipster does not, and does not have an obligation to, review or monitor Campaigns, Campaign Details, or Creator Content and is not responsible or liable for Campaigns, Campaign Details, or Creator Content in any manner; and (e) you are solely responsible for your interactions with each Brand, if any.
2.5. Creator Content Restrictions. You represent and warrant that all Creator Content shall: (a) comply with Applicable Laws, including without limitation, the FTC's "Guides Concerning the Use of Endorsements and Testimonials in Advertising" and related guidance, the FTC's ".com Disclosures" guidance, the FTC's "Native Advertising: A Guide for Businesses" and the FTC's guidance on clear and conspicuous disclosures in social media advertising, (b) comply with all applicable Campaign Details; (c) not infringe, misappropriate, or otherwise violate any Intellectual Property Rights or other right of any person or entity; (d) reflect Creator's honest and accurate opinions about their experience and not otherwise be false, deceptive, abusive, unfair, or misleading; (e) not fail to clearly, conspicuously, and prominently disclose to consumers any material connection or any material terms, limitations, conditions, exclusions, or qualifying information of any offer presented; (f) not utilize, link to or otherwise promote any material that contains Malicious Software; (g) not utilize, link to or otherwise promote any material that is harmful, threatening, defamatory, libelous, obscene, pornographic, sexually explicit, harassing, promotes violence, promotes discrimination, promotes illegal activities, contains profanity, or otherwise contains materials that Clipster considers objectionable; and (h) not target individuals under the age of 18 or offer products or services that are illegal for minors to buy, possess, or participate in.
2.6. Right to Suspend the Services. We may restrict functionality or suspend your use of the Services if we reasonably believe such suspension is necessary to prevent unauthorized use of the Services (including but not limited to a violation of these Terms) or to prevent violation of any Applicable Laws.
2.7. Updates to the Services. You acknowledge and agree that Clipster, in its sole discretion, has the right to update, suspend, or modify any and all aspects of the Services (each an "Update") from time to time. IF ANY UPDATE IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO CEASE ALL USE OF THE SERVICES AND TERMINATE THESE TERMS. YOUR CONTINUED USE OF THE SERVICES FOLLOWING AN UPDATE CONSTITUTES BINDING ACCEPTANCE OF THE UPDATE.
2.8. Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to Clipster on your behalf all right, title, and interest in such Feedback. Clipster is free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. For the avoidance of doubt, Clipster is not required to use any Feedback.
2.9. Monitoring. Clipster reserves the right to monitor and audit your activities relating to your access and use of the Services to ensure compliance with these Terms. You agree that you will cooperate with inquiries and audits relating to your access to the Services and provide us with proof that you comply with these Terms.
3.1. Fees. If your Creator Content is approved by a Brand for use in a Campaign, Clipster will pay Fees to you in accordance with the Campaign Details and Section 3.2 below. For the avoidance of doubt, Clipster will not pay any Fees to you, and no Fees are due and owed to you, unless and until a Brand approves your Creator Content for use in a Campaign. Brands may approve Creator Content in their sole discretion.
3.2. Payments. Payment for earned Fees will be sent to the financial account that you designate within the Services, such as a PayPal account ("Payment Account"). If you earn Fees before establishing a Payment Account, we will hold such Fees for you for thirty (30) days from the date the Fees are earned ("Holding Period"). If you fail to designate a Payment Account during the Holding Period, you waive all rights to such Fees and such Fees shall no longer be due and owed to you.
3.3. Taxes. You are responsible for the payment of any applicable taxes resulting from your use of the Services.
4.1. Termination. Either party may terminate these Terms at their convenience at any time.
4.2. Effect of Termination. Upon expiration or termination of these Terms: (a) any and all liabilities accrued prior to the effective date of termination will survive (b) your access to and use of the Services will cease; and (c) Sections 2, 4, 6, 7, 8, 9, 10, and 11 will survive the termination of this Agreement, as well as any provisions that ought to reasonably be construed to survive such termination or expiration. Clipster shall have the right to permanently delete your information, settings, and Creator Content within thirty (30) days of termination with no liability or notice to you.
5.1. What You Own. You shall retain all Intellectual Property Rights in, and sole ownership of, your Creator Content. You grant us a nonexclusive, revocable, worldwide, limited, fully paid-up and royalty-free right to use, copy, prepare derivative works of, distribute, publish, remove, retain, add, process, or analyze your Creator Content for the sole purpose of operating, providing, and improving the Services.
5.2. What We Own. Clipster shall retain all Intellectual Property Rights in, and sole ownership of, the Services along with all Intellectual Property Rights related to the Services. Your use of the Services under these Terms does not give you additional rights in the Services or ownership of any Intellectual Property Rights associated with the Services.
6.1. Privacy and Security. You acknowledge and agree that Clipster will collect, use, and disclose your personal information in accordance with our Privacy Policy. Clipster has implemented measures intended to secure your Creator Content from accidental loss and from unauthorized access, use, alteration, and disclosure. However, we do not guarantee the security of your Creator Content. Any transmission of Creator Content is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained in the Services.
6.2. Data Use. You acknowledge and agree that Clipster may use data regarding your use of the Services, including de-identified, anonymized, or aggregated Creator Content and outputs generated by your use of the Services ("Usage Data") to: (a) operate, improve, and support the Services; (b) develop or enhance new products and services; (c) develop and publish benchmarks and similar informational reports for internal purposes or sharing with external parties; and (d) for any other lawful purpose. Clipster will own all Intellectual Property Rights in, and sole ownership of, such Usage Data and any data derived therefrom.
6.3. Permitted Disclosure. You acknowledge and agree that Clipster will provide Creator Content to third parties and service providers in order to provide the Services to you, or if required to do so by Applicable Law. You acknowledge and agree that your Creator Content shall be processed, stored, and transferred to the United States and to any jurisdiction in which Clipster or its service providers or third-party partners operate.
7.1. Protection of Confidential Information. Each Party shall: (a) not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information of the other Party for any purpose outside of the scope of these Terms; and (b) take all actions reasonably necessary and appropriate to prevent the unauthorized disclosure of such Confidential Information of the other Party, and (c) at all times exercise at least a reasonable level of care to safeguard such Confidential Information of the other Party. Each Party agrees to restrict access to the Confidential Information of the other Party to those employees, advisors, agents and other representatives who require access in order to perform its obligations hereunder and who are subject to confidentiality obligations consistent with these Terms.
7.2. Exclusions to Confidential Information. Confidential Information shall not include any information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (b) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party other than as a result of a violation of these Terms by the receiving Party; (c) the receiving Party rightfully knew or possessed prior to receipt from the disclosing Party under these Terms; (d) is obtained by the receiving Party from a third party without a breach of confidentiality obligations; or (e) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.
7.3. Compelled Disclosure. The receiving Party shall not be in violation of its confidentiality obligations for disclosing Confidential Information as required by applicable law or regulation or in response to a valid order by a court or other governmental body, as long as the receiving Party provides the disclosing Party (to the extent legally permissible) with prior written notice of the disclosure to permit the disclosing Party to seek confidential treatment of that information and limits such disclosure to what is required by law or legal order.
8.1. Creator Warranties. You hereby represent and warrant that: (a) the information you provide in registering for the Services is accurate, complete, and rightfully yours to use; (b) you are 18 years old or older; (c) you will use the Services in compliance with this Agreement, Applicable Laws, and all guidelines, standards, and other requirements that may be implemented by Clipster from time to time with respect to use of the Services; (d) you are authorized to submit the Creator Content to Clipster and your Creator Content has not been collected, stored, or transferred to Clipster in violation of Applicable Laws; and (e) you are not a competitor of Clipster or using the Services for purposes that are competitive with Clipster.
8.2. DISCLAIMER. THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES, GUARANTEES, CONDITIONS, OR REPRESENTATIONS OF ANY KIND, AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, DESIGN, TITLE, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ON BEHALF OF CLIPSTER. CLIPSTER RELIES ON THIRD-PARTY SERVICE PROVIDERS AND THEREFORE DOES NOT WARRANT THAT THE SERVICES, OR ANY INFORMATION PROVIDED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, AVAILABLE, ACCESSIBLE, SECURE, TIMELY, ACCURATE, COMPLETE, FREE FROM VIRUSES, ERROR-FREE, OR WILL ALWAYS BE AVAILABLE. CLIPSTER DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, INTERRUPTIONS, OR OTHER ISSUES RELATED TO THE INTERNET AND ELECTRONIC COMMUNICATIONS SERVICE PROVIDERS, OR ANY OTHER DELAY, ERROR, OMISSION, INTERRUPTION, DELETION, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, OR LOSS OF DATA ON THE SERVICES, ALL OF WHICH ARE NOT WITHIN CLIPSTER'S REASONABLE CONTROL. WE DO NOT PROVIDE ANY WARRANTIES, INDEMNITIES OR REMEDIES FOR ANY TRIALS AND BETA FEATURES. TRIALS AND BETA FEATURES ARE OPTIONAL AND ARE USED AT YOUR OWN RISK.
9.1. Force Majeure. Neither Party shall be liable to the other Party for any loss, damage, or delay that may be suffered by a Party due to any event or circumstance beyond a Party's control including, but not limited to, cyber-attacks, cyber warfare, third-party hacks, pandemic, epidemic, any act of nature, inclement weather, failure or shortage of power supplies, flood, fire, strike, trade dispute or labor disturbance, the act or omission of a governmental entity, other telecommunications operator or administrations or other competent authority, war, military operations, acts of terrorism, difficulty, delay or failure in manufacture, production or supply by third-parties of equipment or services, or for the failure of a third-party to perform a function essential to the performance by a Party of the duties and obligations under these Terms.
9.2. Exclusion of Consequential and Related Damages. CLIPSTER NOR ITS RESPECTIVE AFFILIATES WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CREATOR, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE, BUSINESS, OR DATA; BUSINESS INTERRUPTION; OR LOSS OF GOODWILL OR REPUTATION, REGARDLESS OF WHETHER CLIPSTER IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING OR ANY LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
9.3. Monetary Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE MAXIMUM AGGREGATE LIABILITY OF CLIPSTER TO YOU (INCLUDING YOUR AFFILIATES) ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED $500.00. IN NO EVENT WILL CLIPSTER BE LIABLE FOR ANY DAMAGES FOR SERVICES PROVIDED ON A FREE TRIAL BASIS OR FOR BETA SERVICES, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES, LOST REVENUE, LOST PROFITS, OR LOST DATA, EVEN IF CLIPSTER IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING OR ANY SUCH DAMAGES WERE OTHERWISE FORESEEABLE.
9.4. Injunctive Relief. Creator agrees that should Creator breach any of the confidentiality and/or intellectual property provisions contained in these Terms, that Clipster would suffer irreparable harm and Clipster would be without adequate remedy at law, and that Clipster may obtain injunctive relief without a bond as well as monetary award for damages suffered by Clipster for Creator's breach of these Terms.
9.5. Indemnification. You agree to defend, indemnify, and hold Clipster (along with its affiliates and its respective officers, directors, employees, contractors, and agents) harmless from and against any and all claims, losses, demands, liabilities, damages, settlements, expenses, and costs (including reasonable attorney's fees) brought against Clipster that arises from or relates to: (a) your breach of these Terms; and (b) your violation of any third-party right, including without limitation any right of privacy, publicity or Intellectual Property Rights.
10.1. AGREEMENT TO ARBITRATE DISPUTES; CLASS ACTION WAIVER. PLEASE READ THIS PROVISION CAREFULLY; IT REQUIRES YOU TO ARBITRATE ANY DISPUTE OR CLAIM BETWEEN YOU AND CLIPSTER ON AN INDIVIDUAL BASIS. YOU AGREE THAT ANY DISPUTE OR CLAIM ARISING FROM OR RELATING TO THE SERVICES, THIS ARBITRATION PROVISION, CLIPSTER'S PRIVACY POLICY OR TERMS, OR CLIPSTER'S ADVERTISING OR MARKETING PRACTICES SHALL BE SUBMITTED TO BINDING, FINAL, AND CONFIDENTIAL ARBITRATION BEFORE A SINGLE ARBITRATOR ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS CONSUMER ARBITRATION RULES. THIS ARBITRATION PROVISION SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT ("FAA"), 9 U.S.C. §§ 1-16, AND THE ARBITRATOR SHALL BE BOUND BY THE TERMS OF THIS ARBITRATION PROVISION. THE ARBITRATOR SHALL HAVE THE EXCLUSIVE AND SOLE AUTHORITY FOR DETERMINING WHETHER A DISPUTE OR CLAIM IS ARBITRABLE. THE ARBITRATOR SHALL FOLLOW APPLICABLE SUBSTANTIVE LAW OF THE STATE OF WYOMING TO THE EXTENT CONSISTENT WITH THE FAA, AND SHALL BE AUTHORIZED TO AWARD ALL REMEDIES AVAILABLE IN AN INDIVIDUAL LAWSUIT UNDER SUBSTANTIVE LAW, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, STATUTORY AND PUNITIVE DAMAGES, DECLARATIVE, INJUNCTIVE AND OTHER EQUITABLE RELIEF, INCLUDING PUBLIC INJUNCTIVE RELIEF, AND ATTORNEYS' FEES AND COSTS WHERE AVAILABLE UNDER APPLICABLE SUBSTANTIVE LAW. THE ARBITRATOR MAY ONLY RESOLVE DISPUTES OR CLAIMS BETWEEN YOU AND CLIPSTER AND MAY NOT CONSOLIDATE CLAIMS OR PROCEEDINGS WITHOUT CLIPSTER' CONSENT. THE ARBITRATOR MAY NOT HEAR CLASS OR REPRESENTATIVE CLAIMS OR REQUESTS FOR RELIEF ON BEHALF OF OTHER INDIVIDUALS. IF A COURT OR ARBITRATOR DECIDES THAT ANY PART OF THIS AGREEMENT TO ARBITRATE CANNOT BE ENFORCED AS TO A PARTICULAR CLAIM FOR RELIEF OR REMEDY, THEN THAT CLAIM OR REMEDY (AND ONLY THAT CLAIM OR REMEDY) MUST BE BROUGHT IN COURT AND ANY OTHER CLAIMS MUST BE ARBITRATED.
10.2. INJUNCTIVE RELIEF. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, YOU AGREE THAT CLIPSTER HAS THE RIGHT TO BRING A CLAIM AGAINST YOU IN THE STATE OR FEDERAL COURTS OF WYOMING FOR INJUNCTIVE RELIEF, EQUITABLE RELIEF, OR OTHERWISE ARISING FROM ANY POTENTIAL OR ACTUAL MISAPPROPRIATION OR INFRINGEMENT OF CLIPSTER' INTELLECTUAL PROPERTY RIGHTS AND YOU AGREE THAT VENUE IS PROPER AND THAT YOU ARE SUBJECT TO PERSONAL JURISDICTION IN SUCH FORUM.
10.3. OPT OUT. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE THAT YOU ACCESSED, USED, OR TRANSMITTED INFORMATION THROUGH THE SERVICES BY SENDING A LETTER TO: CLIPSTER ATTN. LEGAL DEPARTMENT, 30 N GOULD ST, STE R, SHERIDAN, WY 82801, USA STATING YOUR NAME, THE WEBSITE YOU ACCESSED, USED, OR TRANSMITTED INFORMATION THROUGH, OR ANY PRODUCT OR SERVICE PURCHASED, AND YOUR INTENT TO OPT OUT OF ARBITRATION. UNLESS YOU TIMELY OPT-OUT, YOU WILL NOT HAVE THE RIGHT TO: (A) HAVE A COURT OR JURY DECIDE YOUR DISPUTE OR CLAIM; (B) OBTAIN INFORMATION PRIOR TO THE HEARING TO THE SAME EXTENT THAT YOU WOULD HAVE IN COURT; (C) PARTICIPATE IN A CLASS ACTION IN COURT OR IN ARBITRATION, EITHER AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR CLASS OPPONENT; (D) ACT AS A PRIVATE ATTORNEY GENERAL IN COURT OR IN ARBITRATION; OR (E) JOIN OR CONSOLIDATE YOUR DISPUTE OR CLAIM WITH THE DISPUTE OR CLAIM OF ANY OTHER PERSON. OTHER RIGHTS THAT YOU WOULD HAVE HAD IF YOU WENT TO COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION.
11.1. Agreement Term. The term of these Terms commences when you access the Services or otherwise acknowledge your acceptance of these Terms (whichever is first) and will continue in effect until terminated as set forth in these Terms (the "Agreement Term").
11.2. Trials and Beta Features. Clipster may make Trials and Beta Features available to you solely for evaluation and testing purposes. You acknowledge and agree that Trials and Beta Features are provided on an "as is" and "as available" basis without any warranties or conditions of any kind, whether express, implied, statutory or otherwise. Clipster may, in its sole discretion, suspend, limit, or terminate access to Trials and Beta Features at any time. Clipster is not obligated to provide support for Trials and Beta Features and provides no assurance that any errors or performance issues in Trials and Beta Features will be corrected. Use of Trials and Beta Features is at your sole risk and may be subject to additional requirements as specified by Clipster. In no event will Clipster be liable to you (including for any indemnification obligations) arising out of or relating to the use of or inability to use Trials and Beta Features.
11.3. Assignment. Creator may not assign these Terms without the prior consent of Clipster, except that either Party may assign these Terms, with notice to the other Party, in connection with the assigning Party's merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any non-permitted assignment by Creator is void. These Terms will bind and inure to the benefit of each Party's permitted successors and assigns.
11.4. Relationships of the Parties. The parties are independent contractors, not agents, partners, or joint venturers. There are no third-party beneficiaries to these Terms.
11.5. Governing Law and Venue. The law of Wyoming governs these Terms and any action arising out of or relating to these Terms, without reference to conflict of law rules. Any action to enforce or for breach of these Terms shall be brought exclusively in the state or federal courts of Sheridan, Wyoming.
11.6. Notices. Notices, requests and approvals under these Terms must be in writing to Clipster at 30 N Gould St, STE R, Sheridan, WY 82801, USA and to Creator at the primary email address or mailing address associated with its Clipster account. Notices will be deemed given: (1) upon receipt if by personal delivery, (2) upon receipt if by certified or registered U.S. mail (return receipt requested), (3) one day after dispatch if by a commercial overnight delivery or (4) upon delivery if by email.
11.7. Entire Agreement. These Terms is the Parties' entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In these Terms, headings are for convenience only and “including” and similar terms are to be construed without limitation. Terms in business forms, purchase orders or quotes used by either Party will not amend or modify these Terms; any such documents are for administrative purposes only. These Terms may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.
11.8. Updates to Terms. From time to time, we may revise and update these Terms in our sole discretion. Any changes we make to these Terms are effective immediately when we post them. Continued use of the Services after we provide you notice of the updated Terms shall constitute your acceptance of the updated Terms.
11.9. Waivers and Severability. Waivers must be signed by the waiving Party's authorized representative(s) and cannot be implied from conduct. If any provision of these Terms is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of these Terms remains in effect.