Clipland

Clipland PRO Program Terms

These Clipland GmbH, Clipland PRO Program Terms ("Terms") are entered into by you and Clipland GmbH ("Clipland" or "Clipland PRO") regarding the service Clipland PRO Program ("Program") as further described in the Program's help section at https://clipland.com/PRO/proHelp (the "Help") (collectively, the "Agreement"). "You" or "you" means the party listed on the account you create and you represent you have the authority to agree to this Agreement for that party. You represent and warrant that you are authorized to act on behalf of, and bind to this Agreement, any third party for which set up an account and use Clipland's services. You hereby agree and acknowledge:

Disclaimer and Limitation of Liability.
CLIPLAND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. Clipland disclaims all guarantees regarding positioning or the levels or timing of: (i) accessability and availability of video services which intend exposure, (ii) accessability and availability of services which intend an index of companies, (iii) clicks or (iv) audience in any form. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND YOUR BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; Except for payment, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including but not limited to acts of God, government, terrorism, natural disaster, labor conditions and power failures.

Subsequent Revisions to Agreement
Clipland may periodically revise the terms of this Agreement by updating this page. You agree to be bound by subsequent revisions to this Agreement. Accordingly, you should periodically visit this page to review the current terms of this Agreement.

All Rights Reserved
Clipland reserves all right, title, and interest not expressly granted under this Agreement.

Copyright.
All original Clipland content, which includes, without limitation, articles, films, media files, reviews, software, interface-design and source code (collectively, "Content"), on the Clipland website is subject to copyright protection and may not be displayed, reproduced, distributed, modified or used in any other manner except with the written permission of Clipland and its Content providers.
The only exception to this is video content which has been submitted to Clipland via our upload service. These contents remain under the control of the uploader and are only used, and redistributed under the license the uploader issues to Clipland via Clipland's right & license handling mechanisms.

Use of your Material
The default license Clipland associates with each uploaded video-file is a non-exclusive Internet/offline license boundled with a promotional license. With the acceptance of this license model you grant Clipland a non-exclusive, world-wide, royalty-free license to encode, store, host, cache, route, perform, display, copy, transmit, reproduce, modify, reformat, excerpt, distribute, broadcast, market, facilitate the sale or rental of copies of, analyze, and create algorithms based on and promote the uploaded video-content online and offline. As default there are no royalties to be paid by Clipland to the supplier. You agree that Clipland gathers textual meta-data associated with your video-content and is allowed to keep this data even if you terminate this agreement associated with the visual content you uploaded originally. You furthermore assure that you have the right to post and show the uploaded video-content through Clipland's services. Uploading video content to Clipland means that you agree with and assure the following: I HAVE THE RIGHT TO USE AND RELEASE THIS MATERIAL FOR PROMOTIONAL PURPOSES. IF THE ASSOCIATED RIGHTS ARE DIFFERENT, I WILL INDICATE THIS BY ADJUSTING CLIPLAND'S DEFAULT RIGHTS & LICENSE MODEL TO A MODEL THAT REPRESENTS THE ASSOCIATED RIGHTS. I AM SUBMITTING THIS MATERIAL TO CLIPLAND FOR PROMOTIONAL PURPOSES (OR ANOTHER SELECTED LICENSE MODEL) AND I WILL NOT HOLD CLIPLAND RESPONSIBLE FOR ANY LEGAL CLAIMS CONCERNING COPYRIGHT INFRINGEMENT. Furthermore Clipland reserves the right to display advertisements in connection with any display of your uploaded content. Notwithstanding the foregoing, Clipland is not required to host, index, or display any content uploaded or otherwise provided to Clipland, and may remove or refuse to host, index or display any provided content. Clipland is not responsible for any loss, theft, intellectual property infringement or damage of any kind to the provided content.

Trademark.
Clipland and Clipland PRO are copyrighted marks of the Clipland GmbH. Other names or services on the Clipland website may be the trademarks of their respective owners. You agree not to use any copyrighted marks of Clipland or any confusingly similar marks for any purpose without the express prior written consent of Clipland in each instance. Violations may result in severe civil and criminal penalties.

Your Brand Features - Promotional License, Publicity.
By using Clipland PRO you hereby also grant Clipland a non-exclusive, world-wide, royalty-free license to use your name and logo ("Brand Features"), in connection with your content, and to use limited excerpts from your content for advertising or promotional purposes, including without limitation the right to publicly display, perform, reproduce and distribute such excerpts and Brand Features on the Internet and in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. If this Agreement is terminated, Clipland may continue to use such excerpts and Brand Features in printed (versus "online") materials that are in existence as of the date of termination until such materials are depleted or are redesigned, whichever comes first.

Confidentiality.
You agree not to disclose Clipland Confidential Information without our prior written consent. "Clipland Confidential Information" includes without limitation: (i) all Clipland software, technology, programming, technical specifications, materials, guidelines and documentation relating to this Program; (ii) any click-through rates, financial information (including pricing), business information,including operations, planning, marketing interests, products, and any other reporting information (including revenues, if any, paid to you by Clipland) provided by Clipland; and (iii) any other information designated in writing by Google as "Confidential" or an equivalent designation or that would otherwise be reasonably considered confidential or proprietary under the circumstances. It does not include information that has become publicly known through no breach by you, or information that has been (a) independently developed without access to Clipland Confidential Information, as evidenced in writing; (b) rightfully received by you from a third party without a breach of confidentiality by such third party; or (c) required to be disclosed by law or by a governmental authority.

Payment.
You shall pay all charges in the currency for which we provide support, or in such other currency as is agreed to in writing by the parties. Charges are exclusive of taxes. You are responsible for paying (y) all taxes and government charges, and (z) reasonable expenses and attorney fees Clipland incurs collecting late amounts. You waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on Cliplands's reports and measurements. Refunds (if any) are at the discretion of Clipland and only in the form of access-bonus for Clipland Properties. You acknowledge and agree that any credit card and related billing and payment information that you provide to Clipland may be shared by Clipland with companies who work on Clipland's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Clipland and servicing your account. Clipland may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Clipland shall not be liable for any use or disclosure of such information by such third parties.

Indemnification.
You shall indemnify and defend Clipland, its agents, affiliates, and licensors,licensees, successors and assignees, its Content providers, advertisers and sponsors, the parent, affiliated and subsidiary companies of each of them and the officers, directors, employees, and agents of each of them from any third party claim or liability (including without limitation reasonable legal fees) arising out of your Program use, Targets, Creative and Services and breach of the Agreement.

Severability.
If any provision of this Agreement, or application thereof, shall be held invalid by a court of competent jurisdiction, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

Miscellaneous
Waiver.
Any waiver of any provision of this Agreement must be in writing and signed by an authorized representative of Clipland.

Choice of Law and Forum.
This Agreement, its interpretation, performance or any breach thereof, will be construed in accordance with, and all questions with respect thereto will be determined by, the laws of the Federal Republic of Germany applicable to contracts entered into and wholly to be performed within Germany. You hereby consent to the personal jurisdiction of the Federal Republic of Germany, acknowledge that venue is proper in any state or Federal court in the Federal Republic of Germany, agree that any action related to this Agreement must be brought in a state or Federal court in the Federal Republic of Germany, and waive any objection you may have in the future with respect to any of the foregoing. Notwithstanding the foregoing, Clipland reserves the right to commence an action in your home jurisdiction in regards to this Agreement.

Printed Agreement.
A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Malignant use of the web-download feature.
Clipland enables the user through some of its services to use the webservers of Clipland in such a way as to download content from other webservers directly. The user is only allowed to download content from the web to Clipland that is in sync with the terms stated here, especially copyright, and applicalable laws. Every use of this feature other than using it for malignant purposes leads to termination of your membership.

Copyright Complaints.
If you believe that your work or Information has been copied and is accessible on the Clipland website in such a manner as to constitute copyright infringement, you may notify Clipland by providing Clipland with the following information:
1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
3. Your address, telephone number, and email address;
4. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
5. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Clipland may be contacted for the notice of claims of copyright infringement on the Clipland website may be reached as follows: contact (at) clipland (dot) com

Your Account
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Clipland GmbH does not sell products to children or individuals, but it sells to registered businesses. Clipland GmbH and its affiliates reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion.

Risk of Loss
All items purchased from Clipland GmbH are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.

Product Descriptions
Clipland GmbH and its affiliates attempt to be as accurate as possible. However, Clipland GmbH does not warrant that product descriptions or other content of this site is accurate, complete, reliable, current, or error-free. If a product offered by Clipland GmbH itself is not as described, your sole remedy is to return it in unused condition.

Pricing
Except where noted otherwise, the Price/Cost displayed for products on our website represents the full retail price listed on the product itself, suggested by the manufacturer or supplier, or estimated in accordance with standard industry practice; or the estimated retail value for a comparably featured item offered elsewhere. The Price is a comparative price estimate and may or may not represent the prevailing price in every area on any particular day. For certain items that are offered as a set, the List Price may represent 'open-stock' prices, which means the aggregate of the manufacturer's/supplier's estimated or suggested retail price for each of the items included in the set.
With respect to items sold by Clipland GmbH, we cannot confirm the price of an item until your order entered the 'accepted' state; however, we do NOT charge your credit card or account until after your order has entered the shipping process. Despite our best efforts, a small number of the items in our catalog may be mispriced. If an item's correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation.

Our Address
Clipland GmbH
P.O. Box 110 146
47141 Duisburg

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