Terms and Conditions
Terms and Conditions
The Terms of Use (“Terms of Use”) outlined herein govern the access to or use of website, services and/or application (“Service”). By accessing or using ClipStory, You are agreeing that You have read, understood, accepted and consented to be bound by the Terms of Use. The Service is offered conditional upon Your acceptance of the Terms of Use, without any modifications, and extends to all other operating rules and policies (including ClipStory Privacy Policy) and procedures that ClipStory may publish on this website from time to time.
Any mention of “You”, “Your”, “User”, “Entity” or synonyms of these words in the Terms of Use refer to the person or legal entity who accesses or uses the Service. If You access or use the Service on behalf of a company or legal entity, You agree that You both hold and can exercise the authority to legally oblige the company or entity to be governed by the Terms of Use.
We request You to read Terms of Use carefully before accessing or using the Service. Please refrain from using the Service if all the Terms of Use are not acceptable to You.
A legally valid contract is executed between You and ClipStory once You agree to the Terms of Use by clicking “I Agree” and You shall be bound by this Terms of Use until termination. By using the Service, You acknowledge that (a) You agree on Your own behalf, and on behalf of any organisation on whose behalf You may act, have read and understood the Terms of Use in their entirety, (b) You acknowledge that You are at least 18 years old and are bound by the Terms of User.
The Terms of Use are effective upon subscription/ registration and activation of Your account (either trial version or paid version). By accepting the Terms of Use, You further agree to be bound by any amendments to the Terms of Use.
Acceptance
1.1. Clip Story Ltd (we, us or our) owns or licenses ClipStory for, (including the software as a service solution and any software, instructions in hard copy or electronic form and any update, modification or release of any part of the preceding), accessible at https://app.clipstory.io or through other addresses and channels (Platform).
1.2. These terms and conditions (Terms) are between us and you, together the Parties and each a Party.
1.3. Where you sign-up to the platform as a Super Admin user or where you are invited by an authorised user (Super Admin, Admin, Creator, Coordinator) to access the Platform, these Terms set out the terms and conditions upon which we agree to grant you, as an end user, a right to use the Platform.
1.4. You accept these Terms by clicking a box indicating your acceptance, creating a User Account and/or using the Platform.
1.5. These Terms will commence on the date on which you accept these Terms and will continue until the date these Terms are terminated in accordance with the termination clause below (Term).
1.6. By accepting these Terms, you are agreeing to these Terms on behalf of a company, your employer, an organisation, government or other legal entity (Entity), then “you” means the Entity and you are binding that Entity to these Terms. If you are accepting these Terms on behalf of an Entity, you as an individual represent and warrant that you are authorised by the Entity to do so.
2. Licence
2.1. In consideration of the payment of the fees in respect of the Platform, and for your compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable (except with our express written permission), personal and revocable licence to access and use the Platform for the Term in accordance with any Authorised User limits.
3. Accounts
3.1. You must ensure that any information you provide to us, or we request from you, for your User Account, is complete and accurate and you are authorised to provide this information to us.
3.2. You are the User Account owner and regardless of any change in any contact details, you will remain responsible for your User Account, as set out in these Terms.
3.3. It is your responsibility to keep your User Account details confidential. You are responsible for all activity on your User Account, including activity by Authorised Users and for ensuring that any activities on your User Account comply with these Terms.
3.4. We are not responsible for the management or administration of your User Account.
4. Restrictions on use
4.1. You must not access or use the Platform except as permitted by the Licence and you must not (and must not permit any other person to) use the Platform in any way which is in breach of any applicable Laws or which infringes any person's rights, including Intellectual Property Rights, including to:
a) use the Platform to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
b)use the Platform in any way that damages, interferes with or interrupts the supply of the Platform;
c)introduce malicious programs into our hardware and software or Systems, including viruses, ransomware, malware, trojan horses and e-mail bombs;
d) reveal or allow others access to your User Account’s password or authentication details or allow others to use your User Account or authentication details (other than Authorised Users);
e) carry out security breaches or disruptions of a network, including accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/ monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
f)use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Platform;
g)if applicable, send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages, or use the Platform in breach of any person’s privacy (such as by way of identity theft or “phishing”); or
h) circumvent user authentication or security of any of our Platform, networks, accounts or hosts or those of our other users.Description of the Service
Service is a video collection platform for the collection of employee generated video content based campaign briefs. Service is provided as a “Software as a Service” (“SaaS”) model through the website https://clipstory.io/ and https://www.clipstory.io and https://app.clipstory.io/. Service is owned and provided by Clip Story Limited, at the address of business: Building 18, Gateway 1000, Arlington Business Park, Whittle Way, Stevenage, England, SG1 2FP
5. Third Party Services
5.1. You agree that the provision of the Platform may be contingent on, or impacted by, Third Party services.
5.2. You agree that we cannot be held responsible for the availability, operation, delivery and content provided by any Third Party services.
6. Privacy and Communication
6.1. We agree to handle any Personal Information you provide to us in accordance with our Privacy Policy and any applicable Laws.
6.2. You consent to our collection of Personal Information, including any Personal Information which may be considered sensitive information, for the purpose of us providing the Platform to Users and obtaining User Content from you.
6.3. We may also send marketing and promotional material which may be of interest to you, using your contact details. You may opt out of receiving direct marketing messages at any time. Where you opt-out we will continue to send you functional communications relevant to your use of the Platform.
7. Intellectual Property Rights
7.1. You agree that all Intellectual Property Rights:
a) in the Platform;
b) in the Intellectual Property developed, adapted, modified or created by us, or our Personnel (including in connection with these Terms, the Platform, and any machine learning algorithms output from the Platform); and
c) Feedback,
will at all times vest, or remain vested, in us (or, if applicable, our third party service providers). To the extent that ownership of the Intellectual Property Rights do not automatically vest in us, you agree to do all acts necessary or desirable to assure our title to such rights.
7.2. You agree that we may use Feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any Feedback.
7.3. You must not whether directly or indirectly, without our prior written consent:
a) copy or use, in whole or in part, any of our Intellectual Property;
b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;
c) reverse assemble, reverse engineer, reverse compile or enhance the Platform;
d) extract data from the Platform via an automated process such as a bot or webcrawler;
e) attempt to discover the source code or object code or underlying structures, ideas, know-how or algorithms, the data or documentation, in relation to the Platform;
f) breach any Intellectual Property Rights connected with the Platform, including altering or modifying any of our Intellectual Property;
g) cause any of our Intellectual Property to be framed or embedded in another website; or create derivative works from any of our Intellectual Property;
h) resell, assign, lease, hire, sub-license, transfer, distribute or make available the Platform to third parties;
i) “frame”, “mirror” or serve any of the Platform on any web server or other computer server over the Internet or any other network; and(j) alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the Platform.
7.4. This clause 7 will survive the termination or expiry of these Terms.
8. User Created Content
8.1. You acknowledge and agree that we will have a right and licence to the user created content as reasonably required, to perform our obligations under these Terms.
8.2. You must, at all times, ensure the integrity of the user content created and that your provision of, and use of the user content is compliant with all Laws.
8.3. You represent and warrant that:
a) you have obtained all necessary rights, releases and permissions to provide all your user content to us and to grant the rights granted to us in these Terms;
b) the user content is accurate and complete;
c) the user content (and its transfer to and use by us as authorised by you) under these Terms does not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property Rights, rights of privacy, or rights of publicity; and
d) any use, collection and disclosure authorised in these Terms is not inconsistent with the terms of any applicable privacy policies.
8.4. We assume no responsibility or Liability for the user content. You are solely responsible for the user content and the consequences of using, disclosing, storing or transmitting it.
8.5. You agree that you will not under any circumstances, upload, post, host or transmit any user content that:
a) is unlawful or promotes unlawful activities;
b) is or contains sexually obscene content;
c) is libellous, defamatory or fraudulent; or
d) is discriminatory or abusive toward any individual or group.
8.6. We do not pre-screen user content, and you agree that we have the right to refuse or remove any user content, that in our sole discretion, violates these Terms or any other policies we may have in place from time to time.
8.7. You agree that you will not under any circumstance:
harass, abuse, threaten or incite violence towards any individual or group, including our Personnel or other users of the Platform;
disrupt or attempt to disrupt or tamper with our servers in ways that could harm our Platform, to place undue burden on our servers through automated means, or to access our Platform in ways that exceed your authorisation; and
impersonate any person or entity, including any of our Personnel, including through false association with us, or by fraudulently misrepresenting your identity.
9. Warranties
9.1. You warrant and agree that:
a) you are at least 13 years of age;
b) there are no legal restrictions preventing you from entering into these Terms;
c) you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary to enable us to provide the Platform and as otherwise requested by us, from time to time, and in a timely manner;
d) all information and documentation that you provide to us in connection with these Terms is true, correct and complete and that we will rely on such information and documentation in order to provide the Platform;
e) you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms;
f) the Platform is provided to you solely for your benefit and you will not (or you will not attempt to) disclose, or provide access to, the Platform to third parties without prior written consent;
g) you will be responsible for the use of any part of the Platform, and you must ensure that you do not use any part of the Platform to break any Law or infringe any person’s rights (including Intellectual Property Rights) or in any way that damages, interferes with or interrupts the supply of the Platform;
h) you have reviewed these Terms including our Privacy Policy, and you understand them and will use the Platform in accordance with them;
i) you have the authority to act on behalf of any person or entity for whom you are using the Platform and you are deemed to have agreed to these Terms on behalf of any entity for whom you use the Platform; and
j) you have all the hardware, software and services which are necessary to access and use the Platform, including any required operating systems as set out on the Platform.
10. Indemnities
10.1. Except to the extent that a Liability was contributed to by our or any of our Personnel’s negligent acts or negligent omissions, you indemnify us and our Personnel against all Liability that we or any of our Personnel may sustain or incur as a result, whether directly or indirectly, of:
a) your breach of clauses 5, 6, 7, 9 and 10; and
b) your negligent, unlawful or wilful acts or omissions in connection with these Terms.
11. Limitation of liability
To the maximum extent permitted by applicable law, in no event will ClipStory, its affiliates, Directors, Employees or it Licensors be lible for any direct, indirect, punitive, incidental, special, consequen or exemplary damages, including without limitation damages for loss of profit, goodwill, use, data or other losses, that result from the use of, or inability to use, this service. Under no circumstances will ClipStroy be responsible for any damage, lo or injury resulting from hacking, tampering or other unauthorised access or use of the service or your account or the information contained therein. Our aggregate liability arising out of these terms will not exceed the amount you have paid us in the pat three (3) months.
To the maximum extent permitted by applicable law, ClipStory assumes no liability or responsibility for any:(i) errors, mistakes, or inaccuracies of user content; (ii) personal injury or property damage, of any nature whatsoever resulting from your access to or use of our service; (iii) any unauthorised access to or use of our secure servers and/or any personal information stored therein; (iv) any interruption or cessation of transmission to or from the service; (v) any bugs, viruses, trojan horses, or the like that my be transmitted to or through our service by any Third Party; (vi)any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service; and/or (vii) user content or the defamatory, or offensive, or illegal conduct of any Third Party, (viii) the Platform being unavailable, or any delay in us providing the Platform to you, for whatever reason; and/or (ix) any event outside of our reasonable control. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability , or any other basis, even if ClipStory has been advised of the possibility of such damage. The forthcoming limitation of liability will apply to the fullest extent permitted by law in the applicable jurisdiction.
12. Exclusions to Liability
You acknowledge and agree that:
a) you use the Platform and any associated programs and files at your own risk;
b) the technical processing and transmission of the Platform, including user content, may be transferred unencrypted and involves:(1) transmissions over various networks; and (2) changes to conform and adapt to technical requirements of connecting networks or devices;
(c) we may use third party service providers to integrate with the Platform or to host the Platform. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without Liability;
(d) the Platform may use third party products, facilities or services. We do not make any warranty or representation in respect of the third party products, facilities or services;
(e) we do not guarantee that any file or program available for download and/or execution from or via the Platform is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used;
(f) we are not responsible for the integrity or existence of any data on the Computing Environment, network
12.3 This clause 12 will survive termination or expiry of these Terms.
13. Termination
13.1. You may terminate these Terms at any time by sending an email: support@clipstory.io
13.2. If we have reason to believe you are misusing the Platform or are otherwise in breach of these Terms, we may suspend and/or terminate your user account at any time, by providing you with notice, in which case we will immediately cease providing the Platform to you.
13.3. Upon expiry or termination of these Terms: (a) we will immediately cease providing the Platform to you;(b) you agree that after 3 months of the expiry or termination of these terms we can remove all user content generated by your organisation; and (c) immediately return (where possible) or delete or destroy (where not possible to return), any of our property (including any of our Confidential Information and Intellectual Property).
13.4. Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
13.5. This clause 13 will survive the termination or expiry of these Terms.
14. General
14.1. The Terms of Use along with any other applicable agreements, and ClipStory’s Privacy Policy, represent the entire agreement between parties with regards to the use of the Service, and overrule any conflicting or prior agreements, promises, representations and negotiations, oral or written, with regards to the subject matter, and is incumbent upon the parties and their permitted assigns and successors.
14.2. The Service is controlled and operated from its facilities in the United Kingdom. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import. We make no representation that the Platform complies with the Laws (including Intellectual Property Laws) of any country outside of the United Kingdom.
14.3. We may update these Terms at any time. Where we update these Terms we will notify you the email associated with your user account. If you do not agree with any amendment you may terminate these Terms in accordance with clause 15.1.
14.3. You shall not designate or transfer Your obligations or rights, whether under circumstances arising from a merger, change of control, sale of assets, operation of law or otherwise, without the prior written approval of Write Recruit; any attempt to designate or transfer Your rights and obligations without prior consent will be deemed void. Write Recruit may designate or delegate all obligations and rights under this Agreement, wholly or partially, without notifying You. Write Recruit may also substitute, by way of unilateral novation, effective upon notice to You, Write Recruit for any third party that assumes our rights and obligations under this Agreement.
14.4. In case of any dispute, differences or controversy of whatever nature arising under or out of or in relation to this Agreement including any question regarding its existence, validity, termination or interpretation (a “Dispute”), the directors or other senior representatives of the Parties with authority to settle the Dispute shall, within seven (7) days of a written request from one Party to the other, first seek to resolve the Dispute amicably through good faith negotiations.
Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, breach or termination, shall be referred to and finally resolved by arbitration in UK at The London Court of International Arbitration (“LCIA”) or at such other venue in UK as the Parties may agree in writing in accordance with the LCIA Rules. The decision of the tribunal shall be final and binding on both Parties. The Parties hereto undertake to keep the arbitration proceedings and all information, pleadings, documents, evidence and all matters relating thereto confidential.
The Terms of this Clause shall not prevent any Party from applying to court for any injunctive or equitable relief, and the Parties hereby submit to the jurisdiction of the UK courts for this purpose.
14.5. You agree that we are able to send electronic mail to you and receive electronic mail from you. You release us from any Liability you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
14.6. The Terms of Use along with any other applicable agreements, and Write Recruit’s Privacy Policy, represent the entire agreement between parties with regards to the use of the Service, and overrule any conflicting or prior agreements, promises, representations and negotiations, oral or written, with regards to the subject matter, and is incumbent upon the parties and their permitted assigns and successors.
14.7. Force Majeure : We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control (including but not limited to epidemics, pandemics, and Government sanctioned restrictions and orders, whether known or unknown at the time of entering into these Terms) (Force Majeure Event).
14.8. Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under it.
14.9. This Term of Use shall be governed by and construed in accordance with the laws of England and Wales.
14.10. Notices: Any notice given under these Terms must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 3 Business Days in the case of post, or at the time of transmission in the case of transmission by email.
14.11. These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
14.12. Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions.
14.13. Your failure to comply with any of the Terms of Use forth herein may result in the termination of Your access to the Site and/or the Service and may also impose upon You, a civil and/or criminal liability.
The Terms of Use (“Terms of Use”) outlined herein govern the access to or use of website, services and/or application (“Service”). By accessing or using ClipStory, You are agreeing that You have read, understood, accepted and consented to be bound by the Terms of Use. The Service is offered conditional upon Your acceptance of the Terms of Use, without any modifications, and extends to all other operating rules and policies (including ClipStory Privacy Policy) and procedures that ClipStory may publish on this website from time to time.
Any mention of “You”, “Your”, “User”, “Entity” or synonyms of these words in the Terms of Use refer to the person or legal entity who accesses or uses the Service. If You access or use the Service on behalf of a company or legal entity, You agree that You both hold and can exercise the authority to legally oblige the company or entity to be governed by the Terms of Use.
We request You to read Terms of Use carefully before accessing or using the Service. Please refrain from using the Service if all the Terms of Use are not acceptable to You.
A legally valid contract is executed between You and ClipStory once You agree to the Terms of Use by clicking “I Agree” and You shall be bound by this Terms of Use until termination. By using the Service, You acknowledge that (a) You agree on Your own behalf, and on behalf of any organisation on whose behalf You may act, have read and understood the Terms of Use in their entirety, (b) You acknowledge that You are at least 18 years old and are bound by the Terms of User.
The Terms of Use are effective upon subscription/ registration and activation of Your account (either trial version or paid version). By accepting the Terms of Use, You further agree to be bound by any amendments to the Terms of Use.
Acceptance
1.1. Clip Story Ltd (we, us or our) owns or licenses ClipStory for, (including the software as a service solution and any software, instructions in hard copy or electronic form and any update, modification or release of any part of the preceding), accessible at https://app.clipstory.io or through other addresses and channels (Platform).
1.2. These terms and conditions (Terms) are between us and you, together the Parties and each a Party.
1.3. Where you sign-up to the platform as a Super Admin user or where you are invited by an authorised user (Super Admin, Admin, Creator, Coordinator) to access the Platform, these Terms set out the terms and conditions upon which we agree to grant you, as an end user, a right to use the Platform.
1.4. You accept these Terms by clicking a box indicating your acceptance, creating a User Account and/or using the Platform.
1.5. These Terms will commence on the date on which you accept these Terms and will continue until the date these Terms are terminated in accordance with the termination clause below (Term).
1.6. By accepting these Terms, you are agreeing to these Terms on behalf of a company, your employer, an organisation, government or other legal entity (Entity), then “you” means the Entity and you are binding that Entity to these Terms. If you are accepting these Terms on behalf of an Entity, you as an individual represent and warrant that you are authorised by the Entity to do so.
2. Licence
2.1. In consideration of the payment of the fees in respect of the Platform, and for your compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable (except with our express written permission), personal and revocable licence to access and use the Platform for the Term in accordance with any Authorised User limits.
3. Accounts
3.1. You must ensure that any information you provide to us, or we request from you, for your User Account, is complete and accurate and you are authorised to provide this information to us.
3.2. You are the User Account owner and regardless of any change in any contact details, you will remain responsible for your User Account, as set out in these Terms.
3.3. It is your responsibility to keep your User Account details confidential. You are responsible for all activity on your User Account, including activity by Authorised Users and for ensuring that any activities on your User Account comply with these Terms.
3.4. We are not responsible for the management or administration of your User Account.
4. Restrictions on use
4.1. You must not access or use the Platform except as permitted by the Licence and you must not (and must not permit any other person to) use the Platform in any way which is in breach of any applicable Laws or which infringes any person's rights, including Intellectual Property Rights, including to:
a) use the Platform to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
b)use the Platform in any way that damages, interferes with or interrupts the supply of the Platform;
c)introduce malicious programs into our hardware and software or Systems, including viruses, ransomware, malware, trojan horses and e-mail bombs;
d) reveal or allow others access to your User Account’s password or authentication details or allow others to use your User Account or authentication details (other than Authorised Users);
e) carry out security breaches or disruptions of a network, including accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/ monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
f)use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Platform;
g)if applicable, send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages, or use the Platform in breach of any person’s privacy (such as by way of identity theft or “phishing”); or
h) circumvent user authentication or security of any of our Platform, networks, accounts or hosts or those of our other users.Description of the Service
Service is a video collection platform for the collection of employee generated video content based campaign briefs. Service is provided as a “Software as a Service” (“SaaS”) model through the website https://clipstory.io/ and https://www.clipstory.io and https://app.clipstory.io/. Service is owned and provided by Clip Story Limited, at the address of business: Building 18, Gateway 1000, Arlington Business Park, Whittle Way, Stevenage, England, SG1 2FP
5. Third Party Services
5.1. You agree that the provision of the Platform may be contingent on, or impacted by, Third Party services.
5.2. You agree that we cannot be held responsible for the availability, operation, delivery and content provided by any Third Party services.
6. Privacy and Communication
6.1. We agree to handle any Personal Information you provide to us in accordance with our Privacy Policy and any applicable Laws.
6.2. You consent to our collection of Personal Information, including any Personal Information which may be considered sensitive information, for the purpose of us providing the Platform to Users and obtaining User Content from you.
6.3. We may also send marketing and promotional material which may be of interest to you, using your contact details. You may opt out of receiving direct marketing messages at any time. Where you opt-out we will continue to send you functional communications relevant to your use of the Platform.
7. Intellectual Property Rights
7.1. You agree that all Intellectual Property Rights:
a) in the Platform;
b) in the Intellectual Property developed, adapted, modified or created by us, or our Personnel (including in connection with these Terms, the Platform, and any machine learning algorithms output from the Platform); and
c) Feedback,
will at all times vest, or remain vested, in us (or, if applicable, our third party service providers). To the extent that ownership of the Intellectual Property Rights do not automatically vest in us, you agree to do all acts necessary or desirable to assure our title to such rights.
7.2. You agree that we may use Feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any Feedback.
7.3. You must not whether directly or indirectly, without our prior written consent:
a) copy or use, in whole or in part, any of our Intellectual Property;
b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;
c) reverse assemble, reverse engineer, reverse compile or enhance the Platform;
d) extract data from the Platform via an automated process such as a bot or webcrawler;
e) attempt to discover the source code or object code or underlying structures, ideas, know-how or algorithms, the data or documentation, in relation to the Platform;
f) breach any Intellectual Property Rights connected with the Platform, including altering or modifying any of our Intellectual Property;
g) cause any of our Intellectual Property to be framed or embedded in another website; or create derivative works from any of our Intellectual Property;
h) resell, assign, lease, hire, sub-license, transfer, distribute or make available the Platform to third parties;
i) “frame”, “mirror” or serve any of the Platform on any web server or other computer server over the Internet or any other network; and(j) alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the Platform.
7.4. This clause 7 will survive the termination or expiry of these Terms.
8. User Created Content
8.1. You acknowledge and agree that we will have a right and licence to the user created content as reasonably required, to perform our obligations under these Terms.
8.2. You must, at all times, ensure the integrity of the user content created and that your provision of, and use of the user content is compliant with all Laws.
8.3. You represent and warrant that:
a) you have obtained all necessary rights, releases and permissions to provide all your user content to us and to grant the rights granted to us in these Terms;
b) the user content is accurate and complete;
c) the user content (and its transfer to and use by us as authorised by you) under these Terms does not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property Rights, rights of privacy, or rights of publicity; and
d) any use, collection and disclosure authorised in these Terms is not inconsistent with the terms of any applicable privacy policies.
8.4. We assume no responsibility or Liability for the user content. You are solely responsible for the user content and the consequences of using, disclosing, storing or transmitting it.
8.5. You agree that you will not under any circumstances, upload, post, host or transmit any user content that:
a) is unlawful or promotes unlawful activities;
b) is or contains sexually obscene content;
c) is libellous, defamatory or fraudulent; or
d) is discriminatory or abusive toward any individual or group.
8.6. We do not pre-screen user content, and you agree that we have the right to refuse or remove any user content, that in our sole discretion, violates these Terms or any other policies we may have in place from time to time.
8.7. You agree that you will not under any circumstance:
harass, abuse, threaten or incite violence towards any individual or group, including our Personnel or other users of the Platform;
disrupt or attempt to disrupt or tamper with our servers in ways that could harm our Platform, to place undue burden on our servers through automated means, or to access our Platform in ways that exceed your authorisation; and
impersonate any person or entity, including any of our Personnel, including through false association with us, or by fraudulently misrepresenting your identity.
9. Warranties
9.1. You warrant and agree that:
a) you are at least 13 years of age;
b) there are no legal restrictions preventing you from entering into these Terms;
c) you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary to enable us to provide the Platform and as otherwise requested by us, from time to time, and in a timely manner;
d) all information and documentation that you provide to us in connection with these Terms is true, correct and complete and that we will rely on such information and documentation in order to provide the Platform;
e) you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms;
f) the Platform is provided to you solely for your benefit and you will not (or you will not attempt to) disclose, or provide access to, the Platform to third parties without prior written consent;
g) you will be responsible for the use of any part of the Platform, and you must ensure that you do not use any part of the Platform to break any Law or infringe any person’s rights (including Intellectual Property Rights) or in any way that damages, interferes with or interrupts the supply of the Platform;
h) you have reviewed these Terms including our Privacy Policy, and you understand them and will use the Platform in accordance with them;
i) you have the authority to act on behalf of any person or entity for whom you are using the Platform and you are deemed to have agreed to these Terms on behalf of any entity for whom you use the Platform; and
j) you have all the hardware, software and services which are necessary to access and use the Platform, including any required operating systems as set out on the Platform.
10. Indemnities
10.1. Except to the extent that a Liability was contributed to by our or any of our Personnel’s negligent acts or negligent omissions, you indemnify us and our Personnel against all Liability that we or any of our Personnel may sustain or incur as a result, whether directly or indirectly, of:
a) your breach of clauses 5, 6, 7, 9 and 10; and
b) your negligent, unlawful or wilful acts or omissions in connection with these Terms.
11. Limitation of liability
To the maximum extent permitted by applicable law, in no event will ClipStory, its affiliates, Directors, Employees or it Licensors be lible for any direct, indirect, punitive, incidental, special, consequen or exemplary damages, including without limitation damages for loss of profit, goodwill, use, data or other losses, that result from the use of, or inability to use, this service. Under no circumstances will ClipStroy be responsible for any damage, lo or injury resulting from hacking, tampering or other unauthorised access or use of the service or your account or the information contained therein. Our aggregate liability arising out of these terms will not exceed the amount you have paid us in the pat three (3) months.
To the maximum extent permitted by applicable law, ClipStory assumes no liability or responsibility for any:(i) errors, mistakes, or inaccuracies of user content; (ii) personal injury or property damage, of any nature whatsoever resulting from your access to or use of our service; (iii) any unauthorised access to or use of our secure servers and/or any personal information stored therein; (iv) any interruption or cessation of transmission to or from the service; (v) any bugs, viruses, trojan horses, or the like that my be transmitted to or through our service by any Third Party; (vi)any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service; and/or (vii) user content or the defamatory, or offensive, or illegal conduct of any Third Party, (viii) the Platform being unavailable, or any delay in us providing the Platform to you, for whatever reason; and/or (ix) any event outside of our reasonable control. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability , or any other basis, even if ClipStory has been advised of the possibility of such damage. The forthcoming limitation of liability will apply to the fullest extent permitted by law in the applicable jurisdiction.
12. Exclusions to Liability
You acknowledge and agree that:
a) you use the Platform and any associated programs and files at your own risk;
b) the technical processing and transmission of the Platform, including user content, may be transferred unencrypted and involves:(1) transmissions over various networks; and (2) changes to conform and adapt to technical requirements of connecting networks or devices;
(c) we may use third party service providers to integrate with the Platform or to host the Platform. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without Liability;
(d) the Platform may use third party products, facilities or services. We do not make any warranty or representation in respect of the third party products, facilities or services;
(e) we do not guarantee that any file or program available for download and/or execution from or via the Platform is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used;
(f) we are not responsible for the integrity or existence of any data on the Computing Environment, network
12.3 This clause 12 will survive termination or expiry of these Terms.
13. Termination
13.1. You may terminate these Terms at any time by sending an email: support@clipstory.io
13.2. If we have reason to believe you are misusing the Platform or are otherwise in breach of these Terms, we may suspend and/or terminate your user account at any time, by providing you with notice, in which case we will immediately cease providing the Platform to you.
13.3. Upon expiry or termination of these Terms: (a) we will immediately cease providing the Platform to you;(b) you agree that after 3 months of the expiry or termination of these terms we can remove all user content generated by your organisation; and (c) immediately return (where possible) or delete or destroy (where not possible to return), any of our property (including any of our Confidential Information and Intellectual Property).
13.4. Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
13.5. This clause 13 will survive the termination or expiry of these Terms.
14. General
14.1. The Terms of Use along with any other applicable agreements, and ClipStory’s Privacy Policy, represent the entire agreement between parties with regards to the use of the Service, and overrule any conflicting or prior agreements, promises, representations and negotiations, oral or written, with regards to the subject matter, and is incumbent upon the parties and their permitted assigns and successors.
14.2. The Service is controlled and operated from its facilities in the United Kingdom. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import. We make no representation that the Platform complies with the Laws (including Intellectual Property Laws) of any country outside of the United Kingdom.
14.3. We may update these Terms at any time. Where we update these Terms we will notify you the email associated with your user account. If you do not agree with any amendment you may terminate these Terms in accordance with clause 15.1.
14.3. You shall not designate or transfer Your obligations or rights, whether under circumstances arising from a merger, change of control, sale of assets, operation of law or otherwise, without the prior written approval of Write Recruit; any attempt to designate or transfer Your rights and obligations without prior consent will be deemed void. Write Recruit may designate or delegate all obligations and rights under this Agreement, wholly or partially, without notifying You. Write Recruit may also substitute, by way of unilateral novation, effective upon notice to You, Write Recruit for any third party that assumes our rights and obligations under this Agreement.
14.4. In case of any dispute, differences or controversy of whatever nature arising under or out of or in relation to this Agreement including any question regarding its existence, validity, termination or interpretation (a “Dispute”), the directors or other senior representatives of the Parties with authority to settle the Dispute shall, within seven (7) days of a written request from one Party to the other, first seek to resolve the Dispute amicably through good faith negotiations.
Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, breach or termination, shall be referred to and finally resolved by arbitration in UK at The London Court of International Arbitration (“LCIA”) or at such other venue in UK as the Parties may agree in writing in accordance with the LCIA Rules. The decision of the tribunal shall be final and binding on both Parties. The Parties hereto undertake to keep the arbitration proceedings and all information, pleadings, documents, evidence and all matters relating thereto confidential.
The Terms of this Clause shall not prevent any Party from applying to court for any injunctive or equitable relief, and the Parties hereby submit to the jurisdiction of the UK courts for this purpose.
14.5. You agree that we are able to send electronic mail to you and receive electronic mail from you. You release us from any Liability you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
14.6. The Terms of Use along with any other applicable agreements, and Write Recruit’s Privacy Policy, represent the entire agreement between parties with regards to the use of the Service, and overrule any conflicting or prior agreements, promises, representations and negotiations, oral or written, with regards to the subject matter, and is incumbent upon the parties and their permitted assigns and successors.
14.7. Force Majeure : We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control (including but not limited to epidemics, pandemics, and Government sanctioned restrictions and orders, whether known or unknown at the time of entering into these Terms) (Force Majeure Event).
14.8. Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under it.
14.9. This Term of Use shall be governed by and construed in accordance with the laws of England and Wales.
14.10. Notices: Any notice given under these Terms must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 3 Business Days in the case of post, or at the time of transmission in the case of transmission by email.
14.11. These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
14.12. Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions.
14.13. Your failure to comply with any of the Terms of Use forth herein may result in the termination of Your access to the Site and/or the Service and may also impose upon You, a civil and/or criminal liability.
