TERMS OF USE

 

1. AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and MediaUClips ("Company," “we," “us," or “our”), concerning your access to and use of the https://www.mediauclips.com website as well as any other media form, media channel linked, or otherwise connected thereto (collectively, the “Platform”). 

You agree that by accessing the Platform, you have read, understood, and agreed to be bound by all of these Terms of Use. 

If you do not agree with all of these terms of use, then you are expressly prohibited from using the platform and you must discontinue use immediately.

Supplemental terms and conditions or documents that may be posted on the Platform from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Platform so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Platform after the date such revised Terms of Use are posted.

2. GENERAL TERMS

The MediaUClips Service allows You to make content and other material available to other users of the MediaUClips Service and to access videos and other content and other materials made available by other users of the MediaUClips Service. All comments and other communications posted or published by You or other users on the MediaUClips Service, including in any bulletin board, chat, discussion group, feedback area, news group or email, are referred to as “User Material.” All content made available by users other than “User Material” is referred as “Video Content” and includes the audio-visual display (i.e., video) that may be uploaded to the MediaUClips Service, along with any other material including, without limitation, music, animation, text, software, scripts, graphics, images, audio, information and interactive features. User Material and Video Content are collectively referred to as “User and Video Content”.

The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Platform. If you are a minor, you must have your parent or guardian read and agree to these Terms of Use prior to you using the Platform.

3.VIDEO CONTENT AND VIDEO RIGHTS

You retain all of Your rights in Your User and Video Content. You shall be solely responsible for Your User and Video Content, whether created by or for You, and the consequences of posting or publishing it on the MediaUClips Service. You may not submit User and Video Content that contains any pornographic, infringing, hate-related, violent or illegal content. You may only upload and publish User and Video Content on the MediaUClips Service for which You have sufficient rights and licenses to permit the distribution of Your User and Video Content via the MediaUClips Service. 
You expressly represent and warrant that You either own or have secured the necessary licenses, rights, consents, and permissions to enable MediaUClips to include the User and Video Content as part of the MediaUClips Service and in the manner contemplated by these TOU. You acknowledge that You have no expectation of privacy or confidentiality with respect to Your User and Video Content. You warrant that all moral rights to the User and Video Content You submit have been waived. At all times, in using the MediaUClips Service, You must observe and abide by these TOU, as they may be amended from time to time.
By submitting, posting, uploading, emailing or otherwise providing User Material to MediaUClips, You hereby grant MediaUClips a worldwide, non-exclusive, royalty-free, fully-paid, perpetual, irrevocable, sub licensable and transferable license to use, reproduce, modify, distribute, prepare derivative works of, display, publish, perform and transmit the User Material in connection with the MediaUClips Service and MediaUClips’s (and its successor’s) business, including without limitation for promoting and redistributing part or all of the MediaUClips Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the MediaUClips Service a non-exclusive license to access Your User Material through the MediaUClips Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Material as permitted through the functionality of the MediaUClips Service and under these TOU.
You hereby grant to MediaUClips a revocable, non-exclusive, worldwide, royalty-free, sublicensable and transferable right and license to: (i) use, display, publicly perform, transmit, distribute, copy, edit, modify, store, reproduce, make available for download and/or provide Your Video Content on or through the MediaUClips Service, either in its original form, as a copy or as a derivative work; (ii) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms based on Your Video Content; (iii) distribute, transmit, and/or display Your Video Content and encoded works via such technologies as are supported by MediaUClips from time to time through or via the MediaUClips Service; (iv) display advertisements and promotional material in connection with Your Video Content; and (v) perform such other acts with respect to Your Video Content as are necessary from time to time to provide the MediaUClips Service. This license to MediaUClips will terminate within a commercially reasonable time after You remove or delete Your Video Content. You understand and agree that MediaUClips may retain, but not display, distribute, or perform, server copies of Your Video Content that have been removed or deleted. For the avoidance of doubt, as between You and MediaUClips, You retain all ownership rights in and to the Video Content.
You specifically represent and warrant that (i) You either own fully and outright the Video Content or have obtained all rights, approvals, licenses, consents and permissions as are necessary, and are authorized to grant the licenses granted by You under these TOU, to make the representations and warranties made herein, and to perform Your obligations hereunder; (ii) Your Video Content and the distribution and/or publication of Your Video Content through the MediaUClips Service, directly or indirectly, does not, and shall not, infringe or misappropriate any copyright, trademark, privacy right, name and likeness right or any other rights of any third party; (iii) You have obtained all necessary consents (including with respect to name and likeness), secured all licenses and paid all associated fees required to be paid to third parties (including for the use of any music performed in, contained in or synchronized with any of the Video Content) (“Third Party Fees”) with respect to the Video Content and You covenant to timely pay any and all Third Party Fees required to be paid in the future. You further expressly agree that, as between You, on the one hand, and MediaUClips and its affiliates, subsidiaries and distribution partners on the other hand, any obligation to secure any third party rights and to pay Third Party Fees as a result of distribution of Your Video Content pursuant to these TOU shall be Your obligation and not the obligation of MediaUClips or any of its affiliates, subsidiaries or partners.

4. ENDORSMENT, AVAILABILITY AND MONITORING

You understand that You will be exposed to User Material and Video Content from a variety of users. You acknowledge that MediaUClips does not endorse, evaluate or guarantee any User and Video Content and You may not state or imply any such endorsement, evaluation or guarantee. MediaUClips is not responsible for the accuracy, usefulness, safety, or intellectual property rights of User Material or Video Content. MediaUClips does not guarantee that any User and Video Content will be made available on the MediaUClips Service, whether continuously or at all. MediaUClips does not assume any responsibility or liability for any User and Video Content and You agree to waive any legal or equitable rights or remedies You may have against MediaUClips regarding such User and Video Content. You acknowledge that You have no expectation of privacy or confidentiality with respect to Your User and Video Content. MediaUClips shall have no obligation to monitor any User and Video Content. However, MediaUClips and its agents shall have and do reserve the right to monitor any User and Video Content from time to time for any lawful purpose. MediaUClips may, without notice to You, remove or block any User and Video Content from the MediaUClips Service, including disabling access to such User and Video Content that You have downloaded through the MediaUClips Service. You further understand and acknowledge that You may be exposed to User Material or Video Content that is inaccurate, offensive, indecent, or objectionable.

5. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Platform is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Platform (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Platform “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Platform and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Platform, you are granted a limited license to access and use the Platform and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Platform, the Content and the Marks.

6. USER REPRESENTATIONS

By using the Platform, you represent and warrant that:  (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Platform; (3) you will not access the Platform through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the Platform for any illegal or unauthorized purpose; and (5) your use of the Platform will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof).

7. PROHIBITED ACTIVITIES

You may not access or use the Platform for any purpose other than that for which we make the Platform available. The Platform may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.

As a user of the Platform, you agree not to:
Systematically retrieve data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Platform and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Platform.
Use any information obtained from the Platform in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Platform in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorized framing of or linking to the Platform.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Platform or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Delete the copyright or other proprietary rights notice from any Content.
Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
Interfere with, disrupt, or create an undue burden on the Platform or the networks or services connected to the Platform.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Platform to you.
Attempt to bypass any measures of the Platform designed to prevent or restrict access to the Platform, or any portion of the Platform.
Copy or adapt the Platform’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Platform.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Platform, or using or launching any unauthorized script or other software.
Make any unauthorized use of the Platform, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use the Platform as part of any effort to compete with us or otherwise use the Platform and/or the Content for any revenue-generating endeavour or commercial enterprise.

8. USER GENERATED CONTRIBUTIONS

We provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Platform, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Platform and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Platform Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:
The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Platform, and other users of the Platform to use your Contributions in any manner contemplated by the Platform and these Terms of Use.
You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Platform and these Terms of Use.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
Any use of the Platform in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Platform.

However, we cannot and do not undertake to review material before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or non-performance of the activities described in this section.

9. CONTRIBUTION LICENSE

You and the Platform agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding the Platform, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Platform. You are solely responsible for your Contributions to the Platform and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

10. SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Platform ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

11. THIRD-PARTY WEBSITES AND CONTENT

The Platform may contain (or you may be sent via the Platform) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Platform or any Third-Party Content posted on, available through, or installed from the Platform, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Platform and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any websites to which you navigate from the Platform or relating to any applications you use or install from the Platform. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

12. ADVERTISERS

We allow advertisers to display their advertisements and other information in certain areas of the Platform, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Platform and any services provided on the Platform or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Platform, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

13. PLATFORM MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Platform for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform.

14. TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Platform. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE PLATFORM (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE PLATFORM OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
MediaUClips reserves the right to suspend its performance of the User and Video Content or any aspect thereof under these TOU at any time, without giving prior notice, for any act which MediaUClips, in its sole discretion, determines to be harmful to any end user of the MediaUClips Service, the MediaUClips Service itself or which MediaUClips determines in good faith violates or fails to comply with any applicable law or regulation. MediaUClips may, without notice to You, remove or block any Video Content from the MediaUClips Service.
MediaUClips respects the licensing choices of its publishers to viewers, including Creative Commons type licenses. You may elect to remove Your Video Content from the MediaUClips Service at any time. MediaUClips will use commercially reasonable efforts to remove Your Video Content from the MediaUClips Service within three business days after receipt of Your notice of removal but shall have no liability for failure to remove such Video Content. You acknowledge and agree that MediaUClips has limited practical ability to control or monitor possible infringement of Your intellectual property rights by other parties and that MediaUClips assumes no responsibility for controlling or monitoring such intellectual property rights and shall have no liability for any alleged infringement. In addition, MediaUClips is not responsible for enforcing Your intellectual property rights, including filing suit or taking other legal action against infringers or against MediaUClips’s distribution partners who fail to cease using Your Video Content upon Your election to remove such Video Content from the MediaUClips Service.

15. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Platform at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Platform. We also reserve the right to modify or discontinue all or part of the Platform without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Platform.

We cannot guarantee the Platform will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Platform during any downtime or discontinuance of the Platform. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith.

16. GOVERNING LAW

Any claim relating to Platform and Service shall be governed by the laws of, United States of America, without regard to its conflict of law provisions.

Both Parties agree that any judicial proceeding brought to resolve a claim regarding the Agreement shall be brought in the federal and state courts located in the State and County of Colorado (notwithstanding such state's conflict of laws provisions). User may not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum, non-convenience or otherwise.

These provisions apply to US residents to the extent that the arbitration and waiver provisions set forth in the Agreement are not applicable.

If the user is residing in a country within the European Union, the user can access the online dispute resolution platform managed by the European Commission here: https://ec.europa.eu/consumers/odr. 

17. DISPUTE RESOLUTION

The user agrees to use reasonable efforts to sort any dispute or conflict informally before filing a claim against Platform by contacting us. 

The Parties shall work in good faith to resolve the dispute or conflict.

If a dispute is not resolved within three (3) months, either of the Parties may choose to bring a formal proceeding according to the provisions mentioned in this document.

18. CORRECTIONS

There may be information on the Platform that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platform at any time, without prior notice.

19. DISCLAIMER

The platform is provided on an as-is and as-available basis. You agree that your use of the platform and our services will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the platform and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations about the accuracy or completeness of the platform’s content or the content of any websites linked to the platform and we will assume no liability or responsibility for any (1) errors, mistakes, or inaccuracies of content and materials, (2) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the platform, (3) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (4) any interruption or cessation of transmission to or from the platform, (5) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the platform by any third party, and/or (6) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the platform. we do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the platform, any hyperlinked webplatform, or any webplatform or mobile application featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and any third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

20. LIMITATIONS OF LIABILITY

In no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the platform, even if we have been advised of the possibility of such damages.

Influencers marketing their services through the platform are independent organizations and not contractors, agents or employees of Platform. Platform is not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of any influencer or for any personal injuries, death, property damage, or other damages or expenses resulting therefrom and takes no responsibility whatsoever for campaigns created by influencers.

21. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Platform; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Platform with whom you connected via the Platform. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

22. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

23. MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Platform or in respect to the Platform constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Platform. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defences you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

24. CONTACT US

In order to resolve a complaint regarding the Platform or to receive further information regarding use of the Platform, please contact us at: mediauclips@gmail.com

Last updated January 22, 2023