Effective Date: July 31, 2025
This Agreement is entered into between you (“You[r]” or “Clipper”), an independent contractor and content creator, and Clip Tech, LLC, doing business as “Clip” and “Clip Academy. (“We” “Us” and/or “Clip”) and governs your access to and use of our website, platform, and related services (collectively, the “Services”). Clip reserves the right to amend this Agreement from time to time with or without notice to You.
By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy as amended on the Effective Date stated above. Your continued use of the Services will constitute acceptance of any amendment to this Agreement so we encourage you to review these on a routine basis. If you do not agree with any part of these Terms or You believe that these Terms might be inapplicable to You, You must immediately discontinue your use of the Services.
Use of the Services is prohibited for individuals under the age of 14 in the United States, or if outside the United States, individuals under the minimum age required to use social media platforms in their jurisdiction of residence. You must also meet all eligibility requirements set forth in this Agreement as well as those imposed by applicable social media platforms (e.g., Discord, TikTok, Instagram, YouTube, or X/Twitter) to maintain an account, which are subject to change from time to time with or without notice. By using the Services, you confirm that you satisfy these requirements. If you do not meet these criteria, you are not permitted to access or use the Services.
We reserve the right to, without limitation, terminate your account, ban your account and/or refuse Services to you for any circumvention or attempted circumvention of these policies.
Certain features of the Services may require you to establish an account through third-party platforms (such as Discord). By registering, you represent that you are legally entitled to enter into this Agreement and that all information you provide is accurate and current.
To validate Your account, You must affirm Your ownership of Your associated social media profiles (e.g., Discord, TikTok, X/Twitter, Meta, etc.). We reserve the right to review and, at our discretion, deny account registration to Clip for any non-discriminatory reason. Additionally, you may be asked to undergo further identity verification, including checks via third-party sources or documentation as determined appropriate by Clip for continued use of Our Services. You hereby authorize Clip to conduct any necessary verification regarding your identity, location, or associated accounts. If you are located in or are a citizen/resident of jurisdictions deemed high risk by Clip, any third-party acting on behalf of Clip, or governmental agency (including, without limitation, Cuba, Iran, North Korea, Syria, or the Crimea/Donetsk/Luhansk regions) or if You appear on any restricted-persons list maintained by the United States, United Kingdom, European Union, United Nations, or any agency thereof, You are expressly prohibited from using the Services.
You are solely responsible for maintaining the confidentiality of your account credentials and for all activities conducted under your account. Should You suspect any unauthorized access to Your Account, you must promptly notify us at contact@clip.tech. Clip expressly disclaims any liability for any loss or damage resulting from unauthorized use of Your account.
From time to time, We may request additional documentation to comply with legal or partner obligations. Failure to furnish such documentation may result in suspension or termination of your account.
Our Content: All content displayed on the Services—including text, graphics, videos, software, and designs—is protected by intellectual property laws. You may not utilize our trademarks, logos, or proprietary content except as expressly permitted under a separate campaign agreement or by Our prior written consent.
Your Content: Clip makes no claim of ownership to Any original content you create and upload ("Clipper Content") remains your property, whether or not protected. You are solely responsible for protection of any intellectual property in Your Clipper Content, and to the extent necessary, Clip will reasonable comply with any requests for assistance in protecting these rights at Your sole expense.
As consideration for your use of the Services, by submitting Your Clipper Content to Our Services platform, you grant Us a worldwide, perpetual, non-revocable, non-exclusive, royalty-free license to display, reference, and use your content for promotional and related purposes.
Third-Party Content: You hereby affirm that any submission of Clipper Content to Our Platform does not violate, infringe, or otherwise encumber the intellectual property rights of any third-party. You are solely responsible for ensuring that any and all of your Clipper Content is free from third-party intellectual property infringement. In accordance with Section 11 below, You agree to indemnify, defend (with attorney's fees), and hold harmless Clip from and against any claims (whether or not filed), actions, demands, or other liabilities resulting from intellectual property used in Your Clipper Content.
We recognize the effort and expense that You put into your work and, accordingly, the action that must be taken to protect it from infringement. We reserve the right to take any action, as we deem necessary and in compliance with any applicable laws (including the US DMCA) to ensure the protection of intellectual property resulting from our Services.
If you believe that any material on the Services infringes your copyright, please send a notification to contact@clip.tech with "DMCA Takedown Notice" in the subject line. Please include, at a minimum, the following:
i. Your contact information, including Name, Address, Phone Number (with country/area code) and Email, and whether you are the owner of the copyright or a person authorized to act on behalf of the owner of the copyright.
ii. Identification of the protected/infringed material, including any relevant evidence to where the material is being displayed.
iii. Identification of the allegedly infringing material, a link to its location, and any other relevant information that can reasonably support an inquiry.
iv. A statement that the owner of the copyrighted material, or person authorized to act on behalf of the copyright owner, in good faith, believes the material to be used in violation of the law and/or without the permission of the copyright owner or its agent. This statement must be made under the penalty of perjury.
v. The notice must contain an original or digital signature of the person making the statement as the owner of the copyright or person authorized to act on behalf of the copyright owner.
We do not control third-party content accessible through the Services and assume no responsibility for such material. While we do not pre-screen third-party content, we reserve the right to remove any material that violates these Terms or is deemed objectionable in Our Sole discretion.
Your privacy is important to us. Please review our Privacy Policy, available on our website, which explains how we collect, use, and share your personal information. By using the Services, you consent to the practices described therein.
By establishing an account with us, you agree to receive communications—including emails, SMS messages, and in-app notifications—pertaining to transactions, promotions, and administrative updates. While you may opt out of certain promotional messages, you acknowledge that essential communications (such as account-related notices) are necessary for your use of our Services and therefore cannot be declined. We encourage you to save all communications that we send to you. We may or may not maintain records of any communications to or from you, nor hold any duty to provide You with the same.
We offer performance-based compensation (for example, on a cost-per-impression basis) as determined on a per-campaign basis, including specific eligibility criteria, payout rates, and minimum thresholds. We retain the right to verify performance metrics (including the engagement of third-parties as necessary) and adjust or withhold payments if we discover fraudulent activities (such as bot traffic or artificially inflated engagement). You will be provided notice and an opportunity to respond if such payment is being withheld, but We will only withhold those amounts in dispute from payment.
Clip is a facilitator between Clients and Clippers (You). Accordingly, all payment for work performed by You is expressly contingent on payment from the Client to Clip. Our agreements with Clients stipulate certain payment obligations, but we do not guarantee that Clients will remit the full amounts. Clip will make every reasonable effort to collect payment from its Client, however, Clip disclaims any liability for unpaid works. In the event of non-payment by a Client and exhaustion of reasonable efforts to collect by Clip, You can pursue any available remedies under the law to recover any amounts owed.
Payments are handled through Stripe or another designated processor. By using our Services, you agree to adhere to any related terms set forth by these payment processors, including any conditions under Stripe Connect. You further authorize Clip to share necessary account and transaction details with the payment processor. Payments are typically issued on a Net 30 basis from the end of each campaign, subject to meeting campaign-specific requirements and minimum payout thresholds as agreed upon by the parties. We are not responsible for delays or errors resulting from incorrect bank details or third-party processing issues.
As an independent contractor, you are solely responsible for all taxes, fees, or other governmental charges applicable to your earnings under this Agreement.
You agree not to engage in any activity that disrupts or compromises the integrity or security of the Services, including but not limited to:
Your conduct must always be professional, respectful, and in full compliance with all applicable laws and platform guidelines. This includes, but is not limited to, compliance with the Federal Trade Commission's regulations on the endorsement of products and services.
THE SERVICES AND ALL ASSOCIATED CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM USAGE OR COURSE OF DEALING. WE DO NOT GUARANTEE THAT THE SERVICES WILL BE ERROR-FREE, TIMELY, SECURE, OR UNINTERRUPTED. YOU ACKNOWLEDGE AND ACCEPT THE RISKS ASSOCIATED WITH ONLINE ACTIVITIES, AND WE SHALL NOT BE LIABLE FOR ANY SECURITY BREACHES, EXCEPT WHERE CAUSED BY GROSS NEGLIGENCE. FURTHER, WE MAKE NO WARRANTIES REGARDING CLIENT OR ARTIST SERVICES, AND YOU ASSUME ALL RISKS WHEN ENGAGING WITH THIRD-PARTY CLIENTS OR PARTNERS.
TO THE EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION, NEITHER CLIP NOR ANY OF ITS OFFICERS, EMPLOYEES, OR AGENTS SHALL BE HELD LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM LOSS OF REVENUE, PROFITS, BUSINESS, DATA, GOODWILL, OR OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR AGGREGATE LIABILITY EXCEED THE GREATER OF $100 OR THE AMOUNT PAID TO OR BY YOU FOR THE SERVICES THAT GAVE RISE TO THE CLAIM.
You agree to indemnify, defend, and hold harmless Clip, its affiliates, and their respective directors, officers, employees, and agents (“Indemnified Parties”) from and against any claims, losses, damages, or expenses (including reasonable attorneys’ fees) arising out of or relating to:
You agree to promptly notify us of any such claims and to cooperate fully in their defense. We reserve the right to assume exclusive control over the defense of any claim for which indemnification is sought.
You may terminate your account and discontinue use of the Services at any time. Continued use following termination will be deemed as acceptance of these Terms.
We reserve the unilateral right to suspend or terminate your account or access to the Services at any time and for any reason, including, without limitation, if we suspect fraudulent or unlawful activity.
Upon termination, your access to account-restricted areas of the Services will cease, and we may remove any data associated with your account, except as required by law.
Any dispute must first be submitted to mediation under the Commercial Mediation procedures administered by the American Arbitration Association (AAA). If a resolution is not reached within two (2) months following the appointment of a mediator, the dispute shall proceed to arbitration.
The arbitration or mediation shall take place at the AAA office nearest to our principal location in Delaware, conducted in English, and presided over by an arbitrator experienced in intellectual property or advertising law. Claims under $10,000 may be resolved in Delaware small claims court on an individual basis. All disputes must be pursued individually; by accepting these Terms, you waive your right to participate in any class or collective action, as well as the right to a jury trial.
Each party is responsible for its own expenses. Mediator or arbitrator fees will be split equally, with any non-refundable filing fees borne by the party initiating the dispute. The prevailing party in arbitration may be awarded reasonable attorney fees.
Any award rendered by arbitration may be enforced in any court of competent jurisdiction. This section does not preclude our right to pursue collection of amounts due, seek injunctive relief, or otherwise enforce our rights.
This Agreement, together with our Privacy Policy and any additional guidelines referenced herein, constitutes the entire understanding between you and Clip with respect to the Services, superseding all prior discussions or agreements.
Except for the Indemnified Parties expressly identified herein, no third party shall have any rights to enforce the provisions of these Terms.
Your relationship with the Company is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. You shall not be entitled to any of the benefits that the Company may make available to its employees, including, but not limited to, group health or life insurance, profit sharing, or retirement benefits, except as expressly stated in this Agreement or any subsequent writing signed by You and Clip. You are not authorized to make any representation, contract, or commitment on behalf of the Company unless specifically requested or authorized in writing to do so by Clip. You are solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state, or local tax authority with respect to the performance of services and receipt of fees under this Agreement. You are solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. Clip will not withhold for the payment of any social security, federal, state, or any other employee payroll taxes payable on Your behalf. The Company will, as applicable, regularly report amounts paid to the Independent Contractor by filing Form 1099-MISC with the Internal Revenue Service as required by law.
Should any provision of these Terms be found invalid or unenforceable, that provision shall be modified only to the extent necessary to render it enforceable, with the remainder of the Agreement remaining in full effect.
Our failure to enforce any provision of these Terms shall not be construed as a waiver of our right to subsequently enforce such provision.
Except as provided under the Dispute Resolution section, any legal action relating to these Terms shall be brought exclusively in the state or federal courts located in Delaware, and you consent to personal jurisdiction therein.
We may communicate with you via email, postings on the Services, or other reasonable methods. It is your responsibility to maintain current contact information. Any notice is deemed effective upon dispatch.
You may not assign or transfer any rights or obligations under these Terms without our prior written consent. We reserve the right to assign these Terms at our discretion, including in connection with any merger, acquisition, or sale of assets.
Clip Tech, LLC (d/b/a "Clip" and "Clip Academy")
2699 1/2 N Beachwood Dr #4085
Los Angeles, CA 90068
United States
Email: contact@clip.tech
By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by the terms set forth in this Agreement and our Privacy Policy.