Terms of Service

These Terms of Service (the “Terms”) are a legally binding agreement between you and Clipy, Inc. (“Clipy,” the “Company,” “we,” “us,” or “our”), a company incorporated in Canada. They govern your access to and use of the Clipy websites, applications, dashboards, application programming interfaces, AI features and related services (together, the “Services”).

Clipy operates a technology platform that connects brands, advertisers and other organisations (“Clients”) with independent creators (“Creators”) who publish promotional short-form content on their own social media accounts, and that offers related tools, including a managed distribution service, an AI assistant, a developer API and a marketplace for listing digital assets.

By creating an account, clicking to accept these Terms, or otherwise accessing or using the Services, you confirm that you have read, understood and agree to be bound by these Terms and the policies they refer to. If you are accepting these Terms on behalf of a company or other organisation, you confirm that you have authority to bind it, and “you” includes that organisation. If you do not agree, you must not use the Services.

These Terms are divided into the following parts:

• Part I: General Terms, which apply to everyone who uses the Services.
• Part II: Client Terms, which apply when you fund or run campaigns.
• Part III: Creator Terms, which apply when you participate in campaigns as a Creator.
• Part IV: Marketplace Terms, which apply when you list, buy or sell a social media account or other digital asset.
• Part V: Content Moderation, Notices and Complaints, which explains how we handle reports, enforcement decisions and complaints, including under European law.
• Part VI: Liability, Disputes and Governing Law.
• Part VII: General Provisions.

Headings and summaries are included for convenience only and do not limit the meaning of the text beneath them.

Your agreement with Clipy consists of these Terms together with the following documents, each of which is incorporated into these Terms by reference (the “Policies”):

• Privacy Policy, which describes how we collect, use and share personal data;
• Cookie Policy, which describes the cookies and similar technologies we use and the choices you have;
• Creator Guidelines, which set the standards for Creators and the content they publish;
• Campaign & Client Policy, which sets the rules for Clients and campaigns;
• Payment & Payout Policy, which governs campaign funding, fees, refunds and Creator payouts;
• Clipy AI Terms, which apply to Clipy AI, our managed distribution service;
• any campaign brief, order form, plan description, checkout page or other specific terms presented to you when you use a particular feature (“Additional Terms”).

If there is a conflict, the following order of precedence applies, to the extent of the conflict: (a) a separate written agreement signed by Clipy and you; (b) the Clipy AI Terms, for Clipy AI only; (c) Additional Terms, for the feature they relate to; (d) these Terms; and (e) the other Policies. The Privacy Policy governs how we handle personal data in all cases.

In these Terms, the following words have the meanings given below:

• “Account” means a registered user account on the Services.
• “Campaign” means a promotional engagement that a Client creates and funds through the Services, setting out the content, rules, payout rates and other requirements for participating Creators.
• “Clipy Marketplace” means the part of the Services where Clients fund Campaigns and Creators publish clips on their own social media accounts and earn according to the Campaign’s rules, such as a rate per view.
• “Clipy AI” means Clipy’s managed short-form distribution service, governed by the Clipy AI Terms.
• “AI Assistant” means the conversational AI features in the Services that answer questions, draft content or campaigns, or read data you make available to them.
• “Developer API” means Clipy’s application programming interfaces, including access using workspace API keys and Clipy’s Model Context Protocol (“MCP”) endpoint, together with related documentation.
• “Account Marketplace” means the features described in Part IV, through which users may list, buy or sell social media accounts, channels or other digital assets.
• “Consumer” means an individual acting for purposes wholly or mainly outside their trade, business, craft or profession.
• “Business User” means a person acting for purposes relating to their trade, business, craft or profession, including Clients, and Creators and Sellers who act in a professional capacity.
• “Deliverables” means the content a Creator creates, publishes or submits as part of a Campaign.
• “User Content” means any content, data or material that you upload, submit, post, transmit or otherwise make available through the Services, including Deliverables, Listings, messages, files, prompts, profile information and links.
• “Workspace” means a shared brand or team area of the Services in which members of an organisation collaborate under the roles described in section 6.
• “Third-Party Platform” means any social media platform, website, app store, payment network or other service that is not operated by Clipy, including the platforms on which Creators publish content.
• “Applicable Law” means all laws, regulations, binding guidance and court or regulator orders that apply to you, to Clipy or to the relevant activity.

Words such as “including” and “for example” are illustrative and do not limit the general words before them.

The Services are provided by Clipy, Inc., incorporated in Canada. You can contact us about these Terms, legal matters, or notices at admin@useclipy.com, and about everyday questions at support@useclipy.com. We communicate in English. Where the law requires us to designate a representative or point of contact in a particular country or region, we will do so and publish the details on our website (see section 52).

To use the Services you must:

• be at least 18 years old and have the legal capacity to enter into a binding contract in your jurisdiction;
• not be barred from using the Services under Applicable Law, including the sanctions and export laws described in section 64;
• not have had an Account suspended or terminated by Clipy for a breach of these Terms, unless Clipy has agreed in writing that you may return;
• provide accurate, current and complete information, and complete any identity, business, tax or compliance verification we reasonably request.

The Services are not directed to children, and we do not knowingly allow anyone under 18 to register. If we learn that a user is under 18, we will close the Account. Some features, such as Clipy AI and the Developer API, are offered only to businesses.

• You may register with an email address or with a supported third-party sign-in provider. Each Account is personal to the individual who registers it, and you must not share it, sell it or let anyone else use it.
• You are responsible for keeping your credentials, devices and sign-in methods secure and for all activity that occurs under your Account, whether or not you authorised it, except to the extent the activity results from Clipy’s own failure to take reasonable security measures.
• You must notify us promptly at admin@useclipy.com if you suspect unauthorised access to your Account, your Workspace or your API keys.
• You must keep your contact, payment and payout information accurate and up to date. Notices sent to the email address on your Account are treated as received (see section 70).
• We may require additional verification, reset your credentials, revoke sessions or temporarily lock an Account where we reasonably believe this is needed to protect you, other users or the Services.
• You may not create Accounts by automated means, create multiple Accounts to evade limits or enforcement, or register an Account using false or misleading information.

Clients use the Services through Workspaces. A Workspace belongs to the organisation that created it, and the person who creates it becomes its owner. Workspace roles determine what each member can do:

• Owner. Has full control of the Workspace, including billing, members, API keys and closing the Workspace.
• Admin. Can manage members, billing, campaigns and settings, except where an action is reserved to the owner.
• Member. Can create and manage campaigns and content but cannot manage billing.
• Viewer. Has read-only access.

The organisation that owns a Workspace is responsible for everyone it invites and for all actions taken in the Workspace or through its API keys. You must remove members promptly when they should no longer have access. Clipy may rely on instructions from a Workspace owner or admin as instructions of the organisation, and is not responsible for disputes between members of a Workspace about its control or contents. Clipy staff may access a Workspace where needed to provide support, operate the Services, investigate misuse or comply with law.

Clipy provides a technology platform. Unless these Terms or a specific product (such as Clipy AI) expressly say otherwise, Clipy is not a party to arrangements between Clients and Creators or between Buyers and Sellers, and is not responsible for their performance. In particular, Clipy:

• does not employ Creators, does not act as a staffing, talent or employment agency, and does not direct how Creators make their content;
• does not produce, endorse or verify the accuracy of Campaign briefs, product claims, Listings or other User Content, except to the extent it carries out the review described in these Terms;
• is not a bank, money transmitter or chartered financial institution. Payments are processed by our payment processor, and payouts are made through our payout partner. For Account Marketplace deals, Clipy or its payment partner may hold funds on a limited, non-interest-bearing basis solely to facilitate the deal, as described in Part IV;
• is not a law firm, accountant or financial adviser, and nothing in the Services is legal, tax, financial or investment advice.

Nothing in these Terms or in your use of the Services creates an employment, agency, partnership, joint venture, franchise or fiduciary relationship between you and Clipy, or between Clients and Creators through Clipy. Creators participate as independent contractors (see section 33). You have no authority to bind Clipy or to make any statement or commitment on its behalf, and you must not represent that you do. Clipy is not responsible for providing benefits, insurance, equipment, training or workplace protections to any user.

• The Services depend on Third-Party Platforms that Clipy does not own or control. Your use of those platforms is governed by their own terms and policies, which you are responsible for following.
• When you connect a social media account or other third-party account to the Services, you authorise Clipy to access, retrieve, store, analyse and display account information and content made available through the permissions you grant, such as profile details, post metadata and view, like and engagement counts, in order to verify ownership, track Campaign performance, calculate earnings, prevent fraud and operate the Services. You can disconnect an account at any time, but doing so may stop us from tracking or paying for Deliverables.
• Clipy may also use official interfaces and automated systems to retrieve publicly available information about posts submitted to Campaigns.
• Clipy does not guarantee that the Services will comply with, or continue to be permitted under, any Third-Party Platform’s rules, and is not responsible for any account restriction, ban, content removal, demonetisation, change in reach, change in data access or change in platform functionality.
• Metrics obtained from Third-Party Platforms may be delayed, estimated, revised or unavailable. Unless the relevant Campaign or plan says otherwise, Clipy’s records of those metrics, made in good faith, are used to calculate earnings and fees.

• Fees for the Services are shown on the relevant pricing page, plan description, checkout page or Campaign setup screen, or in the Payment & Payout Policy. You agree to pay all fees that apply to your use of the Services.
• Payments are processed by our payment processor. By providing a payment method, you authorise us and our payment processor to charge it for the amounts you approve, including recurring charges for subscription plans until cancelled.
• Unless stated otherwise, fees are in US dollars and exclude taxes. You are responsible for all sales, use, value added, goods and services, withholding and similar taxes that apply to your purchases, other than taxes on Clipy’s net income. Where we are required to collect tax, we will add it to the amount charged. If you must withhold tax, you will gross up the payment so Clipy receives the full amount invoiced, unless Applicable Law prevents this.
• Where we offer a subscription that renews automatically, we will tell you the price, the renewal period and how to cancel before you subscribe, and we will provide any renewal reminders and cancellation methods required by Applicable Law.
• Overdue amounts may lead us to pause Campaigns or services, suspend access to paid features, or recover the amount by lawful means. Business Users agree that Clipy may charge interest on overdue amounts at the lower of 1% per month or the maximum rate permitted by law, together with reasonable costs of collection.
• We may change our fees prospectively. We will give you reasonable advance notice of any increase to a recurring fee, and you may cancel before it takes effect. Changes never apply to amounts you have already approved.
• You may not use the Services to process payments for anything other than legitimate transactions contemplated by these Terms.

If you believe you were charged in error, please contact us first at support@useclipy.com so we can investigate and, where appropriate, correct the charge. If you dispute a charge with your bank or card issuer, or reverse a payment, without a valid basis and without first giving us a reasonable opportunity to resolve it, Clipy may suspend the related Campaigns, deals or Account until the matter is resolved, and you remain liable for amounts properly owed, together with any dispute fees we incur as a result. Clients remain responsible for chargebacks relating to Campaign funding even after funds have been allocated to Creators. Nothing in this section limits any right to dispute a payment that you have as a Consumer under Applicable Law or under the rules of your card scheme.

• Clients may request a refund of unused Campaign funds in accordance with the Payment & Payout Policy. Funds allocated to approved or earned Deliverables are not refundable.
• Platform fees and service charges retained by Clipy are non-refundable, except where these Terms, the relevant Policy or Applicable Law provide otherwise.
• Refunds and cancellations for Clipy AI are governed by the Clipy AI Terms.
• Refunds are made to the original payment method where possible, and may take time to appear depending on your bank or card issuer.
• If we terminate your access for convenience rather than because of your breach, we will refund any prepaid fees for services not yet delivered.

This section applies only if you are a Consumer resident in the European Union, the European Economic Area, the United Kingdom or Switzerland and you buy a paid service or digital content directly from Clipy. Most paid Services, including Campaign funding, Clipy AI and the Developer API, are offered only to Business Users, so this right will not usually apply to them.

• Where it applies, you have the right to withdraw from the contract within 14 days without giving any reason. The withdrawal period ends 14 days after the day the contract is concluded.
• To exercise the right, you must tell us of your decision by a clear statement, for example an email to support@useclipy.com. You may use the model withdrawal form provided by the law of your country, but you do not have to. It is enough to send your notice before the period ends.
• If you withdraw, we will reimburse all payments received from you without undue delay and no later than 14 days after we receive your notice, using the same means of payment unless you agree otherwise. You will not incur any fees for the reimbursement.
• If you asked us to begin a service during the withdrawal period, you must pay an amount proportionate to what was provided before you told us you were withdrawing.
• You lose the right of withdrawal for a service once the service has been fully performed, if performance began with your express prior consent and your acknowledgement that you would lose the right once the contract was fully performed. For digital content not supplied on a tangible medium, you lose the right once supply has begun with your express prior consent and acknowledgement that you thereby lose the right, and we have confirmed this to you.
• Purchases from other users in the Account Marketplace are contracts with that user, not with Clipy. Any withdrawal right in respect of such a purchase depends on whether the Seller acts as a trader, and must be exercised against the Seller.

Clipy does not guarantee any Campaign performance, views, reach, engagement, followers, conversions, sales, earnings or other outcome. Results depend on factors outside Clipy’s control, including the algorithms and decisions of Third-Party Platforms, audience behaviour, the quality of content and the actions of other users. Examples, statistics, estimates, case studies and projections shown in the Services or in our marketing describe past results or general capability and are not promises. This section does not affect any express commitment Clipy makes in a signed written agreement or any right you have under Applicable Law if a paid service is not provided as described.

• You keep ownership of your User Content, subject to any rights you grant to Clients or other users under these Terms or a Campaign.
• You grant Clipy and its affiliates a worldwide, non-exclusive, royalty-free, transferable and sublicensable (to our service providers and to other users as needed to operate the Services) licence to host, store, reproduce, adapt (for example reformatting, resizing, transcoding or creating thumbnails), translate, publish, display, perform and distribute your User Content, for the purposes of operating, providing, securing, improving and promoting the Services. This licence lasts for as long as your User Content is held in the Services and for a reasonable period afterwards for backup, legal and record-keeping purposes.
• Clipy may display Campaigns, Deliverables, public metrics and Creator profile information within the Services and, with reasonable attribution where appropriate, in Clipy’s own marketing, case studies and promotional materials. You can ask us to stop using identifiable User Content in new marketing materials by emailing us.
• You represent and warrant that you own or have obtained all rights, licences, consents and releases needed for your User Content and for the licences granted in these Terms, including rights in any music, sound, image, likeness, voice, trademark or other third-party material it contains, and that your User Content and its use as permitted by these Terms will not infringe or violate any third party’s rights or Applicable Law.
• To the extent permitted by Applicable Law, you waive, and agree not to assert, any moral rights or similar rights in your User Content against Clipy and those acting with its permission in connection with the uses described above. Where moral rights cannot be waived, you consent to those uses.
• Clipy does not claim ownership of your User Content, is not obliged to monitor it, and may remove or restrict it as described in Part V. You are responsible for keeping your own copies of any User Content you need.

The Services, including their software, code, interfaces, design, text, graphics, logos, trademarks, data compilations, documentation and all improvements and derivatives of them, are owned by Clipy or its licensors and are protected by intellectual property and other laws. Subject to your compliance with these Terms, Clipy grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services for their intended purpose. All rights not expressly granted are reserved. You must not use Clipy’s name, logos or trademarks without our prior written permission, except to refer truthfully to the Services.

If you give us ideas, suggestions, bug reports or other feedback about the Services (“Feedback”), you grant Clipy a perpetual, irrevocable, worldwide, royalty-free, fully paid-up licence to use, modify, commercialise and otherwise exploit that Feedback for any purpose, without any obligation or compensation to you. Clipy is not obliged to use any Feedback, and you should not send Feedback that you consider confidential or that includes third-party rights you cannot license.

You must use the Services lawfully and responsibly. You must not, and must not help anyone else to:

• break any Applicable Law, including advertising, consumer protection, data protection, intellectual property, anti-spam, gambling, financial promotion and sanctions laws;
• upload, publish or promote content that is illegal, infringing, defamatory, fraudulent, deceptive, hateful, harassing, sexually exploitative, violent, or harmful to minors, or that breaches the Creator Guidelines or the Campaign & Client Policy;
• impersonate any person or organisation, misrepresent your identity, affiliation or authority, or create misleading accounts or profiles;
• use bots, click farms, purchased views, fake accounts, view manipulation, engagement pods or any other artificial means to inflate metrics, or otherwise defraud Clients, Creators or Clipy;
• bypass or attempt to bypass payments, fees, Campaign rules, usage limits, verification or any security or access control;
• access, scrape, crawl, index or harvest the Services or other users’ data by automated means, except through the Developer API in accordance with its terms;
• probe, scan or test the vulnerability of the Services, or interfere with or disrupt them, including by introducing malware or imposing an unreasonable load;
• reverse engineer, decompile or disassemble the Services, except to the extent Applicable Law expressly permits this despite this restriction;
• copy, frame, resell, sublicense or commercially exploit the Services, or use them to build a competing product, except as these Terms expressly permit;
• collect or use other users’ personal data except as needed to take part in a Campaign or deal through the Services, and in compliance with data protection law;
• send spam, unsolicited messages or chain communications through the Services;
• use the Services in breach of a Third-Party Platform’s rules in a way that exposes Clipy or other users to liability;
• submit false or abusive reports, notices or complaints; or
• encourage or assist any other person to do any of the above.

If you discover a security vulnerability, please report it responsibly to admin@useclipy.com and give us a reasonable opportunity to fix it before disclosing it.

• Clients, Creators, Buyers and Sellers who meet through the Services must not bypass Clipy to transact, or to arrange to transact, outside the Services in order to avoid Clipy’s fees, rules or oversight. This applies during your use of the Services and for 12 months after the last Campaign, deal or interaction through which you were introduced.
• Prohibited conduct includes soliciting or accepting payment off-platform for a Campaign or Listing first found on Clipy, exchanging contact details for that purpose, and moving an ongoing deal off-platform.
• This section does not prevent you from continuing a relationship that you can show existed before you were introduced through the Services.
• To the extent permitted by law, a breach of this section entitles Clipy to liquidated damages of US$2,500 per violation, in addition to suspension or termination. You and Clipy agree that Clipy’s loss from circumvention (including lost fees, investigation costs and harm to the integrity of the Services) is difficult to calculate, and that this amount is a genuine and reasonable pre-estimate of that loss and not a penalty. This liquidated damages provision does not apply to Consumers to the extent Applicable Law does not allow it.

The Services include features that use artificial intelligence, including the AI Assistant and Clipy AI. These features are powered in part by models from third-party AI model providers. When you use them:

• Output generated by AI (“AI Output”) may be inaccurate, incomplete, out of date, biased, offensive, or similar to content generated for others. AI Output is not professional advice and does not represent Clipy’s views. You must review AI Output and are solely responsible for any decision you make and any content you publish on the basis of it.
• Your prompts, attachments and relevant data you make available may be sent to AI model providers and, where you use search features, to search providers, to generate a response. We handle this data as described in the Privacy Policy. Do not submit passwords, payment card details, health information or other sensitive personal data.
• As between you and Clipy, and to the extent permitted by law, you own the AI Output generated for you, subject to these Terms and to any third-party rights in it. Clipy does not warrant that AI Output is protectable by intellectual property rights or that it does not infringe third-party rights.
• You must not use AI features to generate content that breaches section 18, to impersonate real people, to create deceptive synthetic media, or to develop models that compete with the Services or with the AI model providers we use.
• Where AI Output is published, you are responsible for any disclosure or labelling required by Applicable Law or by Third-Party Platforms, including any requirement to disclose that content was artificially generated or manipulated.
• AI features cannot pay, publish or make binding commitments on your behalf unless the Services clearly tell you they will and you confirm the action.
• We may apply usage limits to AI features and may change, replace or withdraw models, providers or features at any time.

Workspace owners and admins may create API keys that give programmatic access to their Workspace through the Developer API, including through Clipy’s MCP endpoint, which allows compatible AI agents and tools to read and act on Workspace data. If you use the Developer API:

• You must keep API keys confidential, store them securely, and revoke them immediately if they may have been exposed. Anything done with your Workspace’s API keys is treated as done by your organisation.
• You are responsible for the AI agents, applications and integrations you connect, for the instructions they receive, and for the actions they take with your keys. Connecting an AI agent to the MCP endpoint means that agent can perform the actions your key permits, and Clipy is not responsible for actions an agent takes on your instruction or that result from content it processes.
• You must comply with any rate limits, usage limits and technical documentation we publish, and must not attempt to exceed or circumvent them.
• You must not use the Developer API to scrape the Services, to access data you are not authorised to access, to build a competing product, or to transfer data to third parties in breach of these Terms or data protection law.
• You must display any attribution and comply with any security requirements that we reasonably specify.
• We may monitor API use for security, abuse prevention and capacity planning, and may throttle, suspend or revoke API keys at any time where reasonably necessary to protect the Services or other users, or where you breach these Terms.
• The Developer API may change. We will try to give reasonable notice of changes that would break existing integrations, but we may make changes without notice where needed for security, legal or operational reasons.
• The Developer API is provided as part of the Services and subject to the disclaimers and limitations in Part VI.

We may make features available that are labelled as beta, preview, early access, experimental or similar (“Beta Features”). Beta Features are provided for evaluation, may contain errors, may be changed or discontinued at any time without notice, may be subject to additional terms, and are provided “as is” without any warranty, service level or support commitment to the fullest extent permitted by law. Clipy may use data from your use of Beta Features to improve them, as described in the Privacy Policy. Features shown as “coming soon” are not part of the Services until released.

• We provide support through email and the channels shown in the Services. Unless a separate written agreement says otherwise, support is provided on a reasonable-efforts basis and without guaranteed response times.
• You may be able to book onboarding, sales or support calls through a scheduling tool. A booking is not a contract to purchase any service, and we may reschedule or cancel calls where necessary.
• If a call is recorded or transcribed, we will tell you before recording begins, and we will handle the recording as described in the Privacy Policy.
• Information, recommendations or estimates given during support or calls are provided for guidance only and do not amend these Terms unless confirmed in a written agreement signed by Clipy.

By creating an Account, you agree that we may send you service communications, such as security alerts, transaction confirmations, Campaign updates, payout notices, changes to these Terms and other administrative messages, by email, in-product notifications or other electronic means. These are part of the Services and you cannot opt out of them while you have an Account. We will only send you marketing communications as permitted by Applicable Law, and you can unsubscribe from marketing at any time. You agree that electronic communications satisfy any legal requirement that a communication be in writing.

• We process personal data as described in our Privacy Policy. If you are in the EU, EEA or UK, the Privacy Policy explains the legal bases we rely on and your rights under the General Data Protection Regulation and the UK GDPR, including your rights of access, rectification, erasure, restriction, portability and objection, and your right to complain to a data protection supervisory authority.
• With your consent where the law requires it, we use product analytics to understand how the Services are used. Analytics are optional, and you can change your choice at any time as described in the Cookie Policy. We also use error monitoring to detect, diagnose and fix technical problems and keep the Services secure.
• When you receive personal data about other users through the Services, such as Creator handles, metrics or Buyer and Seller details, you act as an independent controller of that data and must use it only for the purpose for which it was made available, keep it secure and comply with data protection law.
• Where a Business User’s use of the Services requires Clipy to process personal data on its behalf as a processor, the parties will enter into data processing terms as required by Applicable Law. You can request them by email.

The Services may contain links to, or integrations with, websites, tools and services provided by third parties, including sign-in providers, payment processors, payout partners, account partners, scheduling tools, AI model providers and Third-Party Platforms. Clipy does not control and is not responsible for third-party services, their content, availability, security or privacy practices, and your use of them is at your own risk and subject to their terms. The inclusion of a link or integration does not imply endorsement. If a third-party service becomes unavailable or changes its terms, Clipy may change or remove the related features.

We are continually improving the Services and may add, change or remove features, plans or functionality. Where a change materially reduces a paid service you have already paid for, we will give you reasonable notice and, if you are adversely affected, the option to cancel and receive a pro-rata refund of prepaid fees for the affected period, unless the change is required by law, by a Third-Party Platform, or for security reasons. We are not obliged to keep any particular feature available.

By creating or funding a Campaign, you represent that you are authorised to act for the brand, business or organisation concerned, that it lawfully offers the products or services being promoted, and that you have the right to use any brand assets, trademarks and materials you provide. You are responsible for your Campaigns, your instructions to Creators, your product claims, and your compliance with advertising, consumer protection and sector-specific rules in every country where your Campaign runs.

• Campaigns must be funded in advance, including all applicable Clipy fees, as described in the Payment & Payout Policy. A Campaign does not go live until payment has been received and confirmed.
• You authorise Clipy to allocate Campaign funds to Creators according to the Campaign’s rules and Clipy’s good-faith calculation of eligible views or other metrics, and to retain Clipy’s fees.
• Clipy may cap, pause or end a Campaign when its budget is exhausted, when it breaches these Terms or a Policy, or where continuing would expose users or Clipy to legal or reputational risk.
• Clients remain liable for chargebacks, payment disputes and any amounts owed to Clipy, including where a payment is reversed after funds have been paid out to Creators.

• Campaign briefs, materials and instructions must be accurate, lawful and not misleading, and must not require Creators to break the law or the rules of a Third-Party Platform.
• You must not require Creators to omit advertising disclosures. Content posted as part of a Campaign is advertising, and you are responsible, together with the Creator, for ensuring it is clearly identified as such where Applicable Law requires.
• Regulated categories (such as financial products, gambling, alcohol, health claims, political content and cryptocurrency) are subject to the restrictions in the Campaign & Client Policy and may require Clipy’s prior approval.
• Clipy may review, reject, edit for formatting, pause or remove Campaigns that breach these Terms or a Policy. Clipy’s review is for its own purposes, and its approval of a Campaign does not mean the Campaign is lawful.
• Clipy has final authority to decide whether a Deliverable meets a Campaign’s requirements for payout purposes, applying the Campaign’s published rules in good faith.

Upon full payment for, and approval of, a Deliverable, the rights in that Deliverable pass to the Client as described in the Campaign & Client Policy and the Campaign’s terms. Unless the Campaign states otherwise, this does not include ownership of the Creator’s social media account, its audience, its followers, or any pre-existing material, name, likeness or personal brand of the Creator, which remain the Creator’s. Clipy retains the licence described in section 15 to use Deliverables for platform operations, analytics and marketing.

Data about Creators, their accounts and their audiences made available to you through the Services may be used only to evaluate and manage your Campaigns. You must not export it for unrelated purposes, sell it, use it to contact Creators off-platform in breach of section 19, combine it with other data to profile individuals, or use it in any way that breaches data protection law. On termination, or when Clipy reasonably requests, you must delete such data except to the extent you are legally required to keep it.

• Creators are independent contractors. You decide whether to join a Campaign, how and when to create your content, and which of your own social media accounts to use, subject to the Campaign’s requirements.
• You are not an employee, worker, agent or partner of Clipy or of any Client, and you are not entitled to wages, overtime, benefits, expense reimbursement or any other employment protection from Clipy.
• You are responsible for your own equipment, costs, insurance, business registrations and compliance with laws that apply to you as an independent business, including any licensing or registration requirements in your country.
• Nothing in these Terms requires you to work exclusively with Clipy, and you may stop participating at any time, subject to any retention requirements for Deliverables already submitted.

• Each Campaign sets its own rules, such as content requirements, eligible platforms, payout rates, caps and deadlines. By joining a Campaign you agree to its rules.
• Deliverables must be original or properly licensed, comply with the Creator Guidelines, the Campaign rules and Applicable Law, and include clear and conspicuous advertising disclosures (such as “#ad” or the platform’s paid-partnership tools) where required.
• You must publish Deliverables on accounts you own or are authorised to operate, keep them public, and keep them live for the retention period set out in the Creator Guidelines and the Campaign rules.
• You must not use artificial engagement, misrepresent metrics, repost content you are not entitled to repost, or submit the same content to a Campaign more than the rules allow.
• Clipy may verify your accounts and Deliverables using connected-account data, public data and automated and manual checks, and may reject Deliverables that do not meet the Campaign’s requirements.

• You become eligible for payment only when the conditions in the Payment & Payout Policy are met, including Campaign completion, approval of your Deliverables, and successful Client payment.
• Payouts are made through our payout partner using the methods it supports. The minimum payout amount is US$25. Our payout provider charges a 3% fee when a payout is processed, deducted from the payout; Clipy does not charge a payout fee. You must also comply with the payout partner’s own terms and verification requirements, and any fees it charges are your responsibility unless stated otherwise.
• Clipy may delay, hold, withhold, reverse or set off earnings where reasonably necessary to investigate suspected fraud, artificial engagement, chargebacks, payment failures, disputes or breaches of these Terms, or to comply with Applicable Law. Where an investigation confirms a breach, related earnings may be forfeited as described in the Payment & Payout Policy.
• If we pay you an amount in error, or an amount that later proves not to have been earned, you must repay it, and we may deduct it from future earnings.
• Earnings shown in the Services before approval are estimates and not amounts owed.

You are solely responsible for determining, reporting and paying all taxes and social contributions on your earnings, and for any invoicing, VAT or similar registration obligations that apply to you. Clipy may require tax forms, identification or other information before paying you, may withhold amounts where required by law, and may report payments to tax authorities where Applicable Law requires, including under platform reporting rules that apply in the EU, the UK, Canada, the United States and elsewhere. If you do not provide information we are legally required to collect, we may suspend payouts until you do.

Clipy provides the Account Marketplace as a venue for Buyers and Sellers to find one another, communicate and complete deals. Clipy is not the buyer, seller or owner of any Listing and is not a party to the sale agreement between a Buyer and a Seller. Clipy does not verify, endorse or guarantee the existence, ownership, authenticity, quality, value, metrics or legality of any Listing. Where a Seller acts as a trader, the Seller must say so in the Listing and provide any information Applicable Law requires traders to give, and Clipy may collect and verify trader information before allowing the Seller to offer Listings to Consumers.

Deals are negotiated and completed in a deal room in the Services. Messages and files in a deal room are visible to both parties and to Clipy, and are monitored and retained for safety, fraud prevention and dispute resolution, as described in the Privacy Policy. Do not share in a deal room anything you do not want the counterparty or Clipy to see, and never share login credentials outside the handover steps the Services provide. Statements made in a deal room may be used by Clipy to decide a dispute under section 41.

To help complete a deal, Clipy or its third-party payment partner may hold a Buyer’s payment on a limited, non-interest-bearing basis and release it to the Seller after the parties confirm the handover, or return it in accordance with section 41. Funds held are not a deposit, are not insured, and earn no interest. Clipy may delay, withhold or reverse a release in cases of suspected fraud, chargebacks, disputes, legal requirements or policy violations. Holding funds does not make Clipy a party to the deal or a guarantor of either party’s performance.

By creating a Listing you represent and warrant that you are the lawful owner of the account or asset, that you have the right to sell it, that all information you provide (including metrics and screenshots) is accurate and not misleading, and that the sale does not infringe any third party’s rights or breach Applicable Law. You acknowledge that the sale or transfer of an account may breach the terms of service of the underlying Third-Party Platform, and that any resulting suspension, termination or loss is solely your and the counterparty’s risk, not Clipy’s. Clipy does not encourage or require any conduct that breaches a Third-Party Platform’s rules.

• Listings are provided “as is.” Buyers are solely responsible for verifying an account’s ownership, metrics, standing and authenticity before confirming a deal. Clipy does not guarantee that an account will be delivered, retained, or free from platform action after transfer, and is not responsible for the value or performance of any account after a sale.
• If a Buyer and Seller dispute a deal before funds are released, Clipy may review the deal-room record and other available evidence and decide in its reasonable discretion to hold, release or return the funds. Clipy’s decision on the disposition of held funds is final as between the parties and Clipy, but does not prevent either party from pursuing the other through the courts or any other legal remedy.
• Clipy is not obliged to mediate, refund or compensate any party for a deal that fails. Any refund of Clipy’s fees is at Clipy’s discretion, except where Applicable Law requires otherwise.

You must not list, offer or sell:

• stolen, hacked or fraudulently obtained accounts;
• accounts built with bots, fake engagement or purchased followers;
• accounts containing or promoting illegal, infringing or harmful content;
• accounts that impersonate a real person, brand or organisation;
• anything you do not have the lawful right to sell; or
• any asset whose sale is prohibited by law or by these Terms.

• Clipy may charge a fee on Account Marketplace transactions, which will be disclosed before a deal is completed. Fees and service charges retained by Clipy are non-refundable, except where these Terms or Applicable Law provide otherwise.
• Buyers and Sellers must keep all Account Marketplace communication and payment within the Services. Exchanging contact details or moving a deal off-platform to avoid fees or oversight breaches these Terms and section 19 (Non-Circumvention) and may result in termination.

You use the Account Marketplace at your own risk. To the fullest extent permitted by law, you release Clipy and its affiliates, officers, employees and agents from all claims, losses and damages arising out of a transaction with another user, including non-delivery, misrepresentation, fraud by the other party, or loss of an account to platform action. If you are a California resident, you waive California Civil Code section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” You waive any similar provision in other jurisdictions to the extent permitted. This release does not cover Clipy’s own fraud, gross negligence or wilful misconduct, or liability that cannot be released under Applicable Law. Clipy’s total liability for any Account Marketplace matter remains subject to section 57.

• We may take action against User Content, Campaigns, Listings or Accounts that we reasonably believe are illegal or breach these Terms or the Policies. Actions may include removing or disabling access to content, reducing its visibility, rejecting or demonetising Deliverables, withholding or suspending payments, pausing Campaigns or Listings, limiting features, and suspending or terminating Accounts.
• We use a combination of automated tools and human review. Automated tools help us detect, for example, artificial engagement, duplicate or ineligible submissions, suspicious payment activity and spam. Where an automated system flags content or an Account, a decision with significant effects, such as terminating an Account or forfeiting earnings, is reviewed by a person before it becomes final, except where immediate action is needed to stop clear fraud or serious harm, in which case it is reviewed promptly afterwards.
• We act diligently, objectively and proportionately, with due regard to the rights and legitimate interests of everyone involved, including freedom of expression and information.
• We are not obliged to monitor User Content generally, and our decision not to act on particular content does not mean we consider it lawful or compliant.
• Where we rank or order Campaigns, Listings or other content in the Services, we describe the main parameters that determine the order in the Services or on request, together with any option you have to change them.

Anyone can tell us about content in the Services they believe is illegal by emailing admin@useclipy.com or using any reporting tool in the Services. To help us act quickly, your notice should include:

• a sufficiently substantiated explanation of why you believe the content is illegal;
• the exact location of the content, such as its URL, Campaign, Listing or deal room, and any additional information needed to identify it;
• your name and email address, except where the report concerns child sexual abuse material or other offences for which the law allows anonymous reporting; and
• a statement that you believe in good faith that the information and allegations in the notice are accurate and complete.

We will confirm receipt of your notice, process it in a timely, diligent, non-arbitrary and objective manner, and tell you our decision and the ways you can challenge it. If we use automated means to process or decide on notices, we will tell you. Where we become aware of information giving rise to a suspicion that a criminal offence involving a threat to the life or safety of a person has taken place, is taking place or is likely to take place, we will inform the competent authorities as required by law.

Clipy respects intellectual property rights and responds to notices of alleged infringement in accordance with the US Digital Millennium Copyright Act, EU and UK copyright law and other applicable laws. Our designated agent for copyright and other intellectual property notices can be reached at admin@useclipy.com. A notice should include:

• a physical or electronic signature of the rights holder or a person authorised to act for them;
• identification of the copyrighted work or other right claimed to be infringed;
• identification of the material claimed to be infringing and information reasonably sufficient for us to locate it;
• your contact information, including your address, telephone number and email address;
• a statement that you have a good-faith belief that the use is not authorised by the rights holder, its agent or the law; and
• a statement that the information in the notice is accurate and, under penalty of perjury, that you are authorised to act on behalf of the rights holder.

If your content is removed because of a notice and you believe this was a mistake or that you have the right to use the material, you may send a counter-notice to the same address, including your signature, identification of the removed material and its former location, a statement under penalty of perjury that you have a good-faith belief it was removed by mistake or misidentification, your name, address and telephone number, and your consent to the jurisdiction of the appropriate court and to accept service from the person who sent the original notice. Where the law allows, we may restore the material unless the complainant tells us that it has started legal proceedings. Knowingly misrepresenting that material is infringing, or that it was removed by mistake, may make you liable for damages.

When we receive a valid counter-notice, we send a copy to the person who sent the original notice and tell them that we will restore the material, or stop disabling access to it, in 10 business days. Unless our designated agent first receives notice that they have filed an action seeking a court order to restrain the alleged infringement, we then do so no less than 10 and no more than 14 business days after we received the counter-notice. Where we deleted a file we held, we cannot restore it; we will tell you, and you may upload it again.

Many posts connected with the Services are published on Third-Party Platforms. Acting on a notice, we can hold Clipy AI posts that have not yet been published, remove material we hold, and reject a clip submitted to a Marketplace Campaign. For a Clipy AI post that is already published, we take it down where we are able to, including through our account partners, as described in the Clipy AI Terms; the Third-Party Platform decides whether it is removed from its systems. Clips that Creators publish on their own accounts remain under the control of the Creator and the platform. Each Third-Party Platform also has its own process for reporting infringement, which you can use as well as, or instead of, a notice to Clipy.

Clipy is based in Canada. A copyright owner may also send us a notice of claimed infringement under the notice-and-notice regime of Canada’s Copyright Act (sections 41.25 to 41.27). Such a notice must be in writing and state the claimant’s name and address, the work and the claimant’s interest or right in its copyright, the location data for the electronic location concerned, the infringement claimed and the date and time it was committed, and any other information required by regulation. It must not include an offer to settle or a demand for payment. Where the regime applies to Clipy, we will forward the notice to the person it concerns where we can identify them, tell the claimant that we have done so or why we could not, and keep the records the Act requires. A notice under this regime does not by itself lead to removal.

If we remove or restrict your content, suspend or limit payments, or suspend or terminate your Account because we consider the content or conduct illegal or in breach of these Terms, we will give you a clear and specific statement of reasons, at the latest when the restriction takes effect, unless we do not have your contact details or the law, a court or an authority prevents us from doing so (for example where notifying you would hamper the prevention or investigation of a crime). The statement will explain what we did, its territorial scope and duration, the facts and circumstances we relied on, whether the decision followed a notice, whether automated means were used, the legal or contractual ground relied on, and how you can challenge the decision.

If you disagree with a decision we have made about your content or Account, or with our decision on a notice you submitted, you can complain to us free of charge by emailing admin@useclipy.com within six months of being informed of the decision. Please explain why you think the decision is wrong and include any supporting information. Complaints are reviewed in a timely, non-discriminatory, diligent and non-arbitrary manner by appropriately qualified staff and are not decided solely by automated means. If the complaint shows that our decision was unfounded, we will reverse it without undue delay. We will tell you the outcome and the further options open to you. Business Users may also use this process for any complaint about the Services under the P2B Regulation, including complaints about technological issues and our compliance with legal obligations.

• If you are in the EU and you are not satisfied with the outcome of a complaint about a content moderation decision, you may refer the dispute to an out-of-court dispute settlement body certified under the DSA. We will engage in good faith with any certified body you choose, although its decisions are not binding on either party. Using this route does not affect your right to go to court.
• Business Users covered by the P2B Regulation may refer disputes that are not resolved through internal complaint handling to mediation. Where we are required to do so, we will identify mediators we are willing to work with and publish their details. We will engage in good faith with any mediation attempt and bear a reasonable proportion of its cost as required by law.
• Consumers may also be able to use alternative dispute resolution bodies or online dispute resolution services available in their country. We are not obliged to participate in consumer alternative dispute resolution except where the law requires it.

• We will suspend, for a reasonable period and after a prior warning, Accounts that frequently provide manifestly illegal content.
• We will suspend, for a reasonable period and after a prior warning, the processing of notices and complaints from people who frequently submit notices or complaints that are manifestly unfounded.
• In appropriate circumstances, we will terminate the Accounts of users who repeatedly infringe intellectual property rights.
• When deciding on these measures, we assess case by case the number of manifestly illegal items or unfounded notices, their proportion relative to total activity, the gravity of the misuse and its consequences, and, where identifiable, the intention of the user.

Our single point of contact for communications with users and with the authorities of EU Member States, the European Commission and the European Board for Digital Services, including under the DSA, is admin@useclipy.com. Communications can be made in English. Clipy is established outside the European Union and the United Kingdom. Where the law requires us to appoint a legal representative in the EU, a representative in the EU or UK for data protection purposes, or a representative in any other jurisdiction, we will appoint one and publish its details on our website and in the Privacy Policy.

Where the P2B Regulation or similar laws apply to our relationship with you as a Business User:

• If we decide to restrict or suspend your use of the Services, we will give you a statement of reasons before or at the time the restriction or suspension takes effect.
• If we decide to terminate our provision of the Services to you in full, we will give you a statement of reasons at least 30 days before the termination takes effect, except where we are subject to a legal or regulatory obligation to terminate sooner, where we exercise a right of termination for a compelling reason under national law, or where you have repeatedly breached these Terms.
• In each case you will have an opportunity to clarify the facts through internal complaint handling, and if the restriction, suspension or termination is reversed we will reinstate you without undue delay, including giving you access to personal or other data that resulted from your use of the Services before the decision took effect.
• We will give you at least 15 days’ notice of proposed changes to these Terms that affect you (and longer where needed for you to make technical or commercial adaptations), as described in section 69. You may terminate before the notice period expires.
• We do not apply differentiated treatment between Business Users, or give preference to any services we or our affiliates offer, except as described in the Services. Information about the main parameters of any ranking, and about access to data provided or generated through your use of the Services, is described in section 45 and the Privacy Policy.

• You may stop using the Services at any time and may close your Account by contacting us or using any account-deletion option in the Services. Closing an Account does not cancel amounts already due, Campaigns already funded or deals already in progress, which are handled as described in these Terms and the Policies.
• We may suspend or restrict your Account, or any part of the Services, where we reasonably believe you have breached these Terms, a Policy or Applicable Law; where your use creates risk or possible legal exposure for Clipy or other users; where required by law, a court or an authority; where a Third-Party Platform or payment partner requires it; to investigate suspected fraud; or where your Account has been inactive for an extended period.
• We may terminate these Terms and your Account for any of the reasons above or, for convenience, on at least 30 days’ notice. Termination for convenience will not affect earned and payable Creator earnings or refunds owed under section 12.
• Where these Terms or the law require us to give notice or reasons before acting, we will do so as described in sections 48 and 53. In other cases, we will give you notice where reasonably practicable.
• On termination, your licence to use the Services ends, we may delete your User Content after any retention period required by law or described in the Privacy Policy, and any earnings that are payable and not subject to a hold or forfeiture under the Payment & Payout Policy will be paid out in the ordinary course, subject to the payout minimum and the payout partner’s requirements. If you want a copy of data you are entitled to receive, please ask before your Account is closed.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, INCLUDING AI OUTPUT, BETA FEATURES, THE DEVELOPER API, METRICS AND ALL CONTENT AND LISTINGS, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. CLIPY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CLIPY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT DATA WILL NOT BE LOST, OR THAT THE SERVICES OR ANY RESULTS WILL MEET YOUR REQUIREMENTS.

Clipy is not responsible for the conduct of any user, Client, Creator, Buyer, Seller or Third-Party Platform, or for any content that is not created by Clipy. This section does not exclude any warranty, guarantee or condition that cannot lawfully be excluded, including the statutory rights of Consumers to services that conform to the contract.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUBJECT TO SECTION 58, CLIPY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, EARNINGS, BUSINESS, GOODWILL, OPPORTUNITY, DATA, FOLLOWERS OR SOCIAL MEDIA ACCOUNTS, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY, EVEN IF CLIPY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUBJECT TO SECTION 58, CLIPY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, FOR ALL CLAIMS TOGETHER, WILL NOT EXCEED THE GREATER OF (A) US$100 AND (B) THE AMOUNTS YOU PAID TO CLIPY FOR THE SERVICES IN THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM. Amounts held for, or paid out to, other users (such as Campaign budgets allocated to Creators or Buyer payments released to Sellers) are not amounts paid to Clipy for this purpose. This limit does not reduce any obligation Clipy has to pay you earnings that are due under the Payment & Payout Policy or to return funds it holds for you that are due to be returned under these Terms. The limitations in this Part reflect a reasonable allocation of risk between you and Clipy and are an essential basis of the bargain.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under Applicable Law, including liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• gross negligence or wilful misconduct, where Applicable Law does not permit such liability to be limited;
• breach of the statutory rights of Consumers, including under EU, EEA, UK and Swiss consumer protection law; or
• any other liability that Applicable Law does not allow to be excluded or limited.

To the maximum extent permitted by law, you will defend, indemnify and hold harmless Clipy and its affiliates, officers, directors, employees and agents from and against all claims, demands, proceedings, losses, damages, liabilities, fines, penalties, costs and expenses (including reasonable legal fees) brought by a third party or a regulator, arising out of or relating to: (a) your User Content, Campaigns, Deliverables or Listings; (b) your breach of these Terms, a Policy or Applicable Law; (c) your infringement or violation of any third-party right, including intellectual property, privacy and publicity rights; (d) any transaction or dispute between you and another user; (e) your use of AI Output or of the Developer API, including actions taken by agents or integrations using your keys; or (f) any tax you are responsible for under these Terms. Clipy may control the defence of any matter subject to indemnification, and you will cooperate with it; you must not settle any matter that imposes an obligation on Clipy without its written consent. If you are a Consumer, you are responsible under this section only to the extent the loss was caused by your breach of these Terms or your fault, and only as permitted by Applicable Law.

These Terms, and any dispute or claim arising out of or relating to them or the Services (including non-contractual disputes or claims), are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law principles, and, where applicable, by the US Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods does not apply. If you are a Consumer, this choice of law does not deprive you of the protection of the mandatory provisions of the law of the country where you habitually reside (see section 63).

Please read this section carefully. It affects your rights. This section does not apply to Consumers in the EU, EEA, UK or Switzerland, or to anyone else for whom pre-dispute arbitration agreements or class action waivers are prohibited or unenforceable under Applicable Law, to the extent of that prohibition.

• Informal negotiation first. Before starting any formal proceeding, you and Clipy agree to try to resolve the dispute informally for at least 30 days. The party raising the dispute must send a written notice describing the dispute, the relief sought and its contact details, in the case of a notice to Clipy, to admin@useclipy.com. Limitation periods are paused during this 30-day period.
• Agreement to arbitrate. If the dispute is not resolved within 30 days, any dispute, claim or controversy arising out of or relating to these Terms or the Services, including their formation, scope, validity and enforceability, will be resolved by final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under its rules then in force, including its Consumer Arbitration Rules where they apply. The arbitrator, and not a court, decides questions of arbitrability, except as stated in the class action waiver below.
• Procedure. Arbitration will be conducted in English by a single arbitrator. Hearings may take place by video, by telephone or on written submissions, or, if in person, in the county where you live (if you are an individual) or in Delaware (in all other cases), unless the parties agree otherwise. Payment of filing, administration and arbitrator fees will be governed by the AAA rules, and for individual claimants Clipy will pay any fees the AAA rules require it to pay. The arbitrator may award the same individual relief a court could award, and judgment on the award may be entered in any court of competent jurisdiction.
• Exceptions. Either party may bring an individual claim in small claims court if it qualifies, and either party may seek injunctive or other equitable relief in court to protect its intellectual property rights or to stop unauthorised access to or misuse of the Services.
• Mass filings. If 25 or more substantially similar demands are filed against Clipy by or with the assistance of the same counsel or coordinated parties, the demands will be administered in batches under the AAA’s applicable mass arbitration procedures, to the extent those procedures are available and permitted by law.
• Right to opt out. You may opt out of this agreement to arbitrate by emailing admin@useclipy.com within 30 days after you first accept these Terms, stating your name, your Account email address and that you opt out of arbitration. Opting out does not affect any other part of these Terms. If you opt out, or if this arbitration agreement does not apply to you, disputes will be resolved as described in section 62.
• Changes. If Clipy changes this section after you have accepted it, you may reject the change by notifying us within 30 days of the change, in which case the version you previously accepted continues to apply to disputes between us.

• Class action waiver. To the extent permitted by law, you and Clipy agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims of different persons or preside over any form of class or representative proceeding. If this class action waiver is found unenforceable for any claim, that claim (and only that claim) must be severed and decided by a court as set out below, and not in arbitration.
• Jury waiver. To the extent permitted by law, where a claim proceeds in court rather than arbitration, you and Clipy each waive the right to a jury trial.
• Courts. Any claim that is not subject to arbitration, or that a party is entitled to bring in court, will be brought exclusively in the state or federal courts located in the State of Delaware, and you and Clipy consent to their personal jurisdiction, except as section 63 provides for Consumers in Europe.
• Time limit. To the extent permitted by law, any claim arising out of or relating to these Terms or the Services must be brought within one year after the claim arises, or it is permanently barred. This time limit does not apply to Consumers where Applicable Law provides a longer mandatory period.

If you are a Consumer habitually resident in the EU, the EEA, the UK or Switzerland:

• Nothing in these Terms limits or excludes the rights you have under the mandatory consumer protection laws of your country of residence, including the rules on unfair contract terms. Any term that would be unfair or unenforceable under those rules will not bind you, and the rest of these Terms will continue to apply.
• The arbitration agreement, mass-filing provisions, class action waiver, jury waiver and contractual time limit in sections 61 and 62 do not apply to you.
• You may bring proceedings in connection with these Terms in the courts of your country of residence or any other court that has jurisdiction under Applicable Law, and Clipy may bring proceedings against you only in the courts of your country of residence.
• Clipy is liable under the statutory rules of your country for the conformity of the services and digital content it supplies to you. Where your national law makes Clipy liable for ordinary negligence, Clipy’s liability for breach of obligations that are essential to the performance of the contract, and on which you are entitled to rely, is limited to the damage that was typical and foreseeable when the contract was made, except in the cases set out in section 58.
• You may also be able to use the dispute resolution routes described in section 50, including alternative dispute resolution bodies and online dispute resolution services available in your country.

Consumers in other countries, including the United States, Canada and Australia, may have rights under the consumer protection laws of their state, province or country that cannot be waived by contract, such as laws on automatic renewals, unfair or deceptive practices and the enforceability of arbitration agreements. Nothing in these Terms limits those rights, and these Terms apply only to the maximum extent those laws permit. California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs about complaints concerning the Services.

You must comply with all export control and economic sanctions laws that apply to your use of the Services, including those of the United States, Canada, the European Union, the United Kingdom and the United Nations. You represent that you are not located in, organised under the laws of, or ordinarily resident in a country or region subject to comprehensive sanctions, and that you are not, and are not owned or controlled by or acting for, any person on a sanctions or restricted-party list. You must not use the Services to run Campaigns, make or receive payments, or transfer assets for the benefit of any such person or place. Clipy may refuse, suspend or reverse any transaction, block any payout or close any Account where it reasonably believes this is required to comply with these laws.

You must not, in connection with the Services, offer, give, request or accept any bribe, kickback or other improper payment or advantage, whether to or from a public official or any other person, and you must comply with all applicable anti-bribery and anti-corruption laws, including those of Canada, the United States, the United Kingdom and the European Union. You must not offer gifts or payments to Clipy staff to influence any decision about Campaigns, Deliverables, payouts, Listings or disputes. You must also comply with applicable anti-money-laundering laws and must not use the Services to move funds that derive from or are intended for unlawful activity.

Clipy is not liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labour disputes, acts of government, changes in law, failures or outages of the internet, hosting, payment, payout or telecommunications providers, cyber attacks, and actions, outages, policy changes or loss of data access by Third-Party Platforms or AI model providers. Clipy will use reasonable efforts to reduce the effects of such events. This section does not excuse your obligation to pay amounts due, and does not affect any right of a Consumer to a refund for services not provided.

You may not assign, transfer or delegate these Terms or any rights or obligations under them, or transfer your Account, without Clipy’s prior written consent. Any attempt to do so without consent is void. Clipy may assign or transfer these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or part of its business or assets, provided that, where you are a Consumer, the transfer does not reduce your rights or guarantees under these Terms. We will tell you about any such transfer where the law requires it.

Clipy may preserve and disclose User Content and Account information where it believes in good faith that this is reasonably necessary to comply with a legal obligation or a valid order from a court or authority, to enforce these Terms, to detect or prevent fraud or security issues, or to protect the rights, property or safety of Clipy, its users or the public, in each case as described in and limited by the Privacy Policy and Applicable Law. Legal process should be sent to admin@useclipy.com.

• We may update these Terms from time to time, for example to reflect changes to the Services, our business, or the law. The “Last updated” date at the top shows when they last changed.
• We will give you at least 30 days’ notice of material changes by email or in the Services before they take effect, and at least 15 days’ notice to Business Users covered by the P2B Regulation in all cases. We may make changes with shorter or no notice where they are required by law or a regulator, where they address an unforeseen and imminent danger relating to fraud, malware, spam, data breaches or other security risks, or where they are not material, such as clarifications or new features that do not reduce your rights.
• If you do not agree to a change, you may close your Account before it takes effect, and if you prepaid for a service that the change materially affects, you may ask for a pro-rata refund of the unused portion. If you continue to use the Services after a change takes effect, the updated Terms will apply to you, except as section 61 provides for changes to the arbitration agreement.
• Changes do not apply retroactively and do not affect Campaigns already funded or deals already agreed before they take effect, unless the law requires otherwise.

Clipy may give you notices by email to the address associated with your Account, by in-product notification, or by posting them in the Services. Email notices are treated as received 24 hours after they are sent, unless we are notified that the email address is invalid. You must send legal notices to Clipy by email to admin@useclipy.com, and they are effective when received. Notices under the dispute resolution sections must contain the information those sections require.

We want the Services to be usable by as many people as possible, including people with disabilities. We aim to follow widely recognised accessibility standards, such as the Web Content Accessibility Guidelines, and to meet the accessibility requirements of Applicable Law that apply to us. Some parts of the Services, including content provided by other users and by Third-Party Platforms, may not yet be fully accessible. If you have difficulty using any part of the Services, or need information in an alternative format, please contact support@useclipy.com and we will try to help.

• If any provision of these Terms is held invalid, illegal or unenforceable, it will be enforced to the maximum extent permissible or, if that is not possible, severed, and the remaining provisions will remain in full force and effect, except as section 62 provides for the class action waiver.
• Clipy’s failure or delay in enforcing any provision is not a waiver of its right to enforce it later. A waiver is effective only if made in writing by Clipy.
• These Terms are written in English. Any translation is provided for convenience, and the English version prevails to the extent permitted by law.
• No rule of interpretation applies against a party because that party drafted these Terms.

These Terms, together with the Policies and any Additional Terms, are the entire agreement between you and Clipy regarding the Services and supersede all prior or contemporaneous agreements, proposals and representations on that subject, except a separate written agreement signed by Clipy, which prevails as described in section 1. Except as expressly stated in these Terms (for example for Clipy’s affiliates and personnel under the release and indemnity sections), these Terms do not give any rights to any third party, and no third party may enforce them, including under the UK Contracts (Rights of Third Parties) Act 1999.

Any provision of these Terms that by its nature should survive termination will survive, including provisions on fees and amounts owed, chargebacks, the licences you grant to Clipy, Feedback, non-circumvention, rights in Deliverables, taxes, the Account Marketplace release, disclaimers, exclusions and limitations of liability, indemnification, governing law, dispute resolution, the class action and jury waivers, and these general provisions.

Clipy, Inc. Email: admin@useclipy.com (legal notices, copyright and illegal-content reports, complaints and authority requests). Support: support@useclipy.com.