CLIP TECH, LLC (“Clip,” “We,” or “Us”) Terms of Use (For Clippers)

Effective Date: March 11, 2025

This Agreement is entered into between you (referred to herein as “you” or “Clipper”), an independent contractor and content creator, and Clip Tech, LLC, doing business as “Clip” and “Clip Academy.” It governs your access to and use of our website, platform, and related services (collectively, the “Services”). 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. If you do not agree with any part of these Terms, you must immediately discontinue your use of the Services.

Age and Eligibility

The Services are available only to individuals aged 14 or older who meet the eligibility requirements set forth herein as well as those imposed by any applicable social media platform (e.g., TikTok, Instagram, YouTube, or X/Twitter). By using the Services, you confirm that you satisfy these requirements. If you do not, you are not permitted to access or use the Services.

1. Agreement to the Terms

Your use of the Services confirms your acceptance of this Agreement. Should you disagree with any provision hereof, you must cease using the Services immediately.

2. Amendments to the Terms

We reserve the right to modify or update these Terms at any time, with any changes taking effect immediately upon being posted. Your continued use of the Services after such updates constitutes your acceptance of the revised Terms. If you do not agree with the modifications, you must stop using the Services.

3. Account Creation and Security

a. Registration

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.

b. Verification Process

To validate your account, you must confirm ownership of your associated social media profiles (e.g., Discord, TikTok, etc.). We reserve the right to review and, at our discretion, deny account registration. Additionally, you may be asked to undergo further identity verification, including checks via third-party sources or documentation. You hereby authorize Clip to conduct any necessary verification regarding your identity, location, or associated accounts. Moreover, if you are located in or are a citizen/resident of jurisdictions deemed high risk (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 U.S., U.K., E.U., or U.N., you are not permitted to use the Services.

c. Security Obligations

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, you must promptly notify us at contact@clip.tech. We are not liable for any loss or damage resulting from unauthorized use.

d. Documentation Requests

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.

4. Use of the Services and Content

a. Intellectual Property and Ownership

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.

Your Content: Any original content you create and upload (“Clipper Content”) remains your property. However, by submitting such content, you grant us a worldwide, non-exclusive, royalty-free license to display, reference, and use your content for promotional and related purposes in accordance with these Terms or any specific campaign agreement.

Third-Party Rights: You must ensure that your content does not infringe upon the intellectual property or other rights of third parties.

b. Copyright Infringement Claims

If you believe that any material on the Services infringes your copyright, please send a notification to contact@clip.tech with “DMCA Notice” in the subject line, in accordance with applicable copyright laws.

c. Third-Party Materials

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 at our discretion.

5. Privacy

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.

6. Communications

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) cannot be declined.

7. Payments and Compensation

a. Payment Structure

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 and adjust or withhold payments if fraudulent activities (such as bot traffic or artificially inflated engagement) are detected. Although our agreements with Clients stipulate payment obligations, we do not guarantee that Clients will remit the full amounts, and we are not liable for amounts not received from Clients.

b. Processing of Payments

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. We are not responsible for delays or errors resulting from incorrect bank details or third-party processing issues.

c. Tax Responsibilities

You are solely responsible for all taxes, fees, or other governmental charges applicable to your earnings under this Agreement.

8. Prohibited Conduct

You agree not to engage in any activity that disrupts or compromises the integrity or security of the Services, including but not limited to:

• Unauthorized attempts to access or interfere with the Services (e.g., hacking, password cracking).
• Impersonating others or falsifying your identity or information.
• Reverse engineering, decompiling, disassembling, or otherwise modifying the Services without explicit permission.
• Uploading, transmitting, or storing harmful software, viruses, or corrupted files.
• Utilizing automated tools to scrape, index, or mine data from the Services in a manner that imposes an undue burden.
• Removing or altering proprietary notices on our content.
• Disclosing confidential information relating to campaign strategies, payment details, or performance data to unauthorized parties.

Your conduct must always be professional, respectful, and in full compliance with all applicable laws and platform guidelines.

9. Disclaimer of Warranties

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.

10. Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, 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 BY YOU FOR THE SERVICES THAT GAVE RISE TO THE CLAIM. Some jurisdictions may not allow certain exclusions or limitations, so this provision may not apply to you in full.

11. Indemnification

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:

• Your use or misuse of the Services.
• Your negligence, intentional misconduct, or fraudulent actions.
• Any content or feedback you submit.
• Any breach of these Terms or infringement of third-party rights.
• Disputes arising from your status as an independent contractor.

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.

12. Termination

a. Voluntary Termination

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.

b. Termination by Clip

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.

c. Consequences of Termination

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.

13. Dispute Resolution

Mediation

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.

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.

Fees and Costs

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.

Enforcement

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.

14. General Provisions

a. Entire Agreement

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.

b. No Third-Party Beneficiaries

Except for the Indemnified Parties expressly identified herein, no third party shall have any rights to enforce the provisions of these Terms.

c. Independent Contractor Status

Your relationship with Clip is solely that of an independent contractor. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, or employment relationship.

d. Severability

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.

e. Non-Waiver

Our failure to enforce any provision of these Terms shall not be construed as a waiver of our right to subsequently enforce such provision.

f. Governing Law and Venue

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.

g. Notices

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.

h. Assignment

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.

Contact Information

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.