Effective Date: January 1, 2017- Last Modified: May 1, 2017
Welcome to Our Site's Agreement (hereinafter "Terms and Conditions" or "Agreement"). The provisions of this Agreement will govern Your use of Our Website(s), and You should therefore take some time to read it carefully. Our Website allows content providers to upload media files for purchase by other members of the Website, and this Agreement governs the terms related to Your Content and Our distribution of it to other Users. Should You have any questions or comments regarding Our website, or its policies, please feel free to contact us via the Contact Form.
1. Preliminary Provisions
1.1 Party Definitions and Introductory Terms
1.1.1 Hereinafter, the terms "We" or "Us," means the service provider of Clipmarketplace.com (hereinafter collectively referred to as "Website" or "Site") and related services, which include allowing Studio Members to upload content to the Site while providing a facility for other Users and Customers to purchase and download such content ("Services"). When this Agreement uses first-person pronouns such as "Us," "We," "Our," "Ours," etc., those first-person pronouns are referring to the Website.
1.1.2 "You," the User - As a User of this Website, this Agreement will refer to the User as "You" or through any second-person pronouns, such as "Yours," etc. Hereinafter, the User of the Website shall be referred to in applicable second-person pronouns. You certify that you are over the age of eighteen (18).
1.1.3 Users vs Customers and Studio Members- For the purposes of this Agreement, all Customers and Studio Members are Users, but not all Users are Customers or Studio Members. This Agreement applies to all Users whether they are Customers or Studio Members or not. You become a User by accessing this Site in any way, and a "User" refers to Customers, and Studio Members collectively. You need not become a Customer or Studio Member of the Site to make this Agreement apply to You. A "Customer" is someone who views Our Site and has purchased content provided by a Studio Member. A "Studio Member" is someone who has created a Studio via the Site for the purpose of providing content for downloading by other Customers.
1.2 Consideration - Consideration for Your knowing acquiescence to all of the provisions in this Agreement has been provided to You in the form of allowing You to use Our Website and Our Services. You agree that such Consideration is both adequate, and that it is received upon Your viewing, accessing or downloading any portion of Our Website.
1.3 Revisions to this Agreement
1.3.1 From time to time, We may revise this Agreement. We reserve the right to do so, and You specifically agree that We have this unilateral right. You agree that all modifications or changes to this Agreement are in force immediately upon posting. The updated or edited version supersedes any prior versions immediately upon posting, and the prior version is of no continuing legal effect unless the revised version specifically refers to the prior version and keeps the prior version or portions thereof in effect. To the extent any amendment of this Agreement is deemed ineffective or invalid by any court, the parties intend that the prior, effective version of this Agreement be considered valid and enforceable to the fullest extent.
1.3.2 If We change anything in this Agreement, We will change the "Last Modified Date" at the top of this Agreement. The Agreement is located at http://www.clipmarketplace.com/members/terms, and a link to the Agreement is located under the “Site Info” heading at the top of the homepage . You agree to periodically re-visit this web page, and to use the "Refresh" button on Your browser when doing so. Upon each visit, You agree to note the date of the last revision to this Agreement. If the "Last Modified Date" remains unchanged from the last time You reviewed this Agreement, then You may presume that nothing in the Agreement has been changed since the last time You read it. If the "Last Modified Date" has changed, then You can be certain that something in the Agreement has been changed, and You agree that You will re-review the Agreement in its entirety and that You will agree to its terms or immediately cease use of any Website applicable to this Agreement. Your continued Use of the Site or Services after any such revision shall be deemed to be Your acceptance of all revisions.
1.3.3. Waiver - if You fail to re-review this Agreement as required to determine if any of the terms have changed, You assume all responsibility for such omissions and You agree that such failure amounts to Your affirmative waiver of Your right to review the amended Agreement. We are not responsible for Your neglect of Your legal rights.
1.3.4. Although this User Agreement represents the primary terms and conditions of service for the Site, additional guidelines and rules are hereby incorporated by reference. The documents which can be found on Our Site and which are specifically incorporated by reference, and are therefore part and parcel of this Agreement are the following:
2. Acceptance / Assent:
2.1. You must agree to all of the terms in this Agreement before using the Website or Our Services. If You fail to agree to the terms in this Agreement, You understand that You are an unauthorized user of Our Website and Services, despite any payments made or Services sold to You. No act or omission by Us should be interpreted as a waiver of the requirement that You assent to this Agreement. If You fail to do so, You are still bound by the terms of this Agreement by virtue of Your viewing the Site or using any portion of the Site or Our Services. However, if You fail to agree to the terms in this Agreement, You stipulate to and agree to pay Us two hundred and fifty dollars ($250) each time You access the Site as liquidated damages for unauthorized access and use, and You agree to pay all of Our costs and expenses, including Attorneys' fees and costs, incurred in collecting this unauthorized access fee from You.
2.2. How You can and will demonstrate Your affirmative acceptance of all of the terms in this Agreement:
2.2.1. You manifest Your agreement to this User Agreement by taking any act demonstrating Your assent thereto. Most likely, You have clicked a button containing the words "ENTER" or some similar syntax. You should understand that this has the same legal effect as You placing Your physical signature on any other legal contract; or
2.2.2. Via electronic means. As this Agreement may be accepted electronically, Your acknowledgement of assent by e-mail, facsimile, or other electronic means, shall constitute valid acceptance of the provisions contained herein and shall obligate the transmitting party in addition to any registered account associated with such party; or
2.2.3. If You click any link, button, or other device, provided to You in any part of Our Website's interface, then you have legally agreed to all of these Terms and Conditions; or
2.2.4. By using any of Our Services in any manner, including uploading Your Content to Our Site, You understand and agree that We will consider such use as Your affirmation of Your complete and unconditional acceptance to all of the terms in this Agreement.
2.3. If You are seeking information regarding any illegal activities, please leave this Site immediately and do not attempt to use the Services. You acknowledge that You are aware of the community standards in your community, and You will only access the content on the Site and/or use the Services if You believe that the content on the Site does not offend the community standards prevalent in Your community.
2.4. You agree not to use the Services or access the Site if doing so would violate the laws of Your state, province, or country.
3. Access and User Status
3.1. Access and limited license - All Users may access certain public areas of the Site. You understand that all We are selling or providing You is access to Our Site or Services as We provide them from time to time. You need to provide Your own access to the Internet, and any fees that You incur to access Our Site are Your sole responsibility. We are not providing any hardware nor software to You - and You need to purchase or license the necessary hardware and software to access the Site. This User Agreement covers all public and non-public areas of the Site.
3.2. Studio Members: You are responsible for providing all equipment and the computer necessary to access the Site. We reserve the right to modify the Services and the Site's design at anytime, with or without prior notice. You may become a Studio Member of the Site by completing an online registration form, which must be accepted by Us. Upon submission of the online registration form, Site or its authorized agent will process the application. In connection with completing the online registration form, You agree to provide true, accurate, current and complete information about Yourself as prompted by the registration form (such information being the "Registration Data"); and You further agree to maintain and promptly update the Registration Data to keep it true, accurate, current and complete at all times while You are a Studio Member. All Studio Members who register online for Our Site and Services will receive a password and a master account ("Master Account").
3.2.1. You must promptly inform Us of all changes, including, but not limited to, changes in Your address and changes in Your credit card used in connection with billing and/or payment for the Site and Services, if applicable. If You provide any information that is untrue, inaccurate, not current or incomplete, or if We or any of Our authorized agents have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, We have the right to suspend or terminate Your Master Account and refuse any and all current or future use of the Site and Services, as well as subjecting You to criminal and civil liability.
3.2.2. Member Names: Upon Your registration as a Studio Member of Our Site, You may be asked to choose a user name to identify yourself to other Users and Our staff. You may not select or use a user name of another person (unless it is also your name), or a name which violates any third party's trademark right, copyright, or other proprietary right, which is or may be illegal, which may cause confusion, or which We deem in Our discretion to be vulgar or otherwise offensive. We reserve the right to delete any vulgar or otherwise offensive user name, or to require deletion thereof.
3.2.3. Account Responsibility: Studio Member agrees that We shall be irreparably harmed by unauthorized access to Our computer systems, databases and Site, and to notify Us immediately of any unauthorized use of Studio Member's password or accounts, as well as any other breach of security. Studio Member acknowledges and agrees that (1) We have invested substantial time and resources in establishing the computer systems and databases that allow for the operation of Our Site and (2) it is necessary for Us to protect Our Site and its related computer and database systems, as well as its intellectual property, from unauthorized access.
3.2.4. By uploading media content ("Your Content"), You agree to give Us irrevocable nonexclusive royalty-free rights to use Your Content for any purpose, including publication, display, modification, and creation of derivative works. Your further agree that your will not license or permit use of Your Content to or by third parties seeking to create, or currently operating a substitute, or similar service or website as that offered by Us now or in the future. You further agree that, notwithstanding Your removal of Your Content from Our Site, You grant Our Users the irrevocable and nonexclusive royalty-free right to continue to view and use Your Content. We have the right to license any of Your Content up until the time You remove the file from the Website.
3.2.5. You agree that Your Content will comply with all provisions set forth in this Agreement. You are responsible for all content You upload or otherwise provide via Your store.
3.2.6 Unless We specifically agree otherwise in writing, Studio Member will not, and will use commercially reasonable efforts to make sure a third party does not: (a) access or copy Your Content or Your Master Account through any automated technology or other unauthorized means, including without limitation, "robots," "spiders," or that sends more requests to Our servers than can be reasonably undertaken by a human using a commercially available web browser within a reasonably acceptable time to cure; (b) disable, circumvent, or otherwise interfere with security features established by Us that prevent unauthorized access to Your Content or Your Master Account; (c) attempt to reverse engineer Our Services, Our Site or any of their parts or components; (d) or attempt to create a substitute or similar service or website through the use of, or access to, Your Content or Your Master Account.
3.2.7 You agree that neither Us nor any third-party acting on Our behalf shall be liable to You for any termination of Your Membership or access to the Site or Services. You agree that if Your Master Account is terminated by Us, You will not attempt to re-register as a Studio Member - using the same or different username - without prior written consent from Us. Active Studio Members may not knowingly allow former Studio Members who have been terminated to use the active Studio Members' Master Account(s).
3.2.8 Rates: We will pay Studio Members the fee specified on the Site or by separate schedule for each download of an image file by a user. Detailed information concerning Studio Member "studios" may currently be found at http://www.clipmarketplace.com/studio-info
3.2.9 Terminating Your Account: Either You or We may terminate Your Master Account with Us at any time with or without cause. Your only right with respect to any dissatisfaction with any (i) term within this Agreement or policy or practice We use in operating the Site or Service, (ii) content available through the Site, or (iii) amount or type of fees or billing methods, or change therein, is to terminate Your Studio Member Master Account with Us by notifying Our Member Support of Your desire to terminate by filling out our Contact Form.Your notice of termination will be effective upon receipt by Us, or upon receipt of confirmation if confirmation is requested. In the event Your Master Account is terminated for violating any provision of this Agreement, or for violating Our rules, polices or restrictions, any funds owed to You will be forfeited to Us.
3.3. Customers: You are responsible for providing all equipment and the computer necessary to access the Site. We reserve the right to modify the Services and the Site's design at anytime, with or without prior notice. In connection with completing the purchase of any content provided by our Studio Members, You agree to provide true, accurate, current and complete information about Yourself as prompted by the purchase form (such information being the "Purchase Data"); and
3.3.1. You must promptly inform Us of all changes, including, but not limited to, changes in Your address and changes in information used in connection with billing for the Site and Services, if applicable. If You provide any information that is untrue, inaccurate, not current or incomplete, or if We or any of Our authorized agents have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, We have the right to suspend or terminate Your account and refuse any and all current or future use of the Site and Services, as well as subjecting You to criminal and civil liability.
3.3.2. Refunds: We are merely the hosting provider for our Studio Members to display their content. Any refund requests will be handled on a case by case basis. Customers are responsible for ensuring their order is correct before purchasing the media or content from one of Our Studio Members. Prior to submitting Your order for processing and billing, please ensure that You do not order the same clips twice.
3.3.3. Please report any billing errors to us by filling out our Contact Form. Resolution of billing errors will be handled immediately. Any fraud or abuse by You in disputing Your transaction with the issuing bank will result in immediate disqualification from future sales and You will be banned from ordering from Our Site. We take fraud very seriously and will actively report cases of fraud to the local authorities for further prosecution.
3.3.4. Further, You agree that neither Us nor any third-party acting on Our behalf shall be liable to You for Your disqualification from future sales or access to the Site or Services. You agree that if You are disqualified by Us, You will not attempt to purchase from Us - using the same or different Purchase Data - without prior written consent from Us.
3.3.5. Videos that are purchased from this Site cannot be swapped or traded. Exchanges will only be given if a video is faulty or damaged upon receipt. All videos must be exchanged within fifteen (15) days.
3.3.6. In order to maintain the integrity of the Site and Services, or to investigate complaints, You agree to allow Us to access information You have submitted or created for as long as reasonably required to investigate the complaint or protect the Services. You also agree to allow Us to access Your information to enforce this Agreement, its intellectual property policy, to comply with the law and legal process, to operate its systems properly, to protect itself, its members, or users.
4. Special Considerations Regarding Minors:
4.1. Age of Majority. In order to use the Website or any services provided by Us, You must have attained the age of majority in Your jurisdiction. You represent and warrant that You are at least eighteen (18) or twenty-one (21) years of age, depending on the age of majority in Your jurisdiction, and that You have the legal capacity to enter into this Agreement. We may, in Our sole discretion, require that You provide proof that You have attained the age of majority in Your jurisdiction prior to using Our Site or Services.
4.1.1. We specifically disclaim any responsibility or liability for any misrepresentations regarding a User's age, and We may, in Our sole discretion, monitor any area of the Site or any other records pertaining to the Site for compliance with this Agreement or for any other reason.
4.1.2 You represent and warrant that You will not allow any minor to access this Website. Users should implement parental control protections, such as computer hardware, software, or filtering services, which may help users to limit minors' access to harmful material. You acknowledge that if Your computer can be accessed by a minor, that You will take all precautions to keep Our Materials from being viewed by minors. You additionally acknowledge that if You are a parent, it is Your responsibility, and not Ours, to keep Our erotic content from being displayed to Your children or wards.
4.2 WE HAVE A ZERO TOLERANCE POLICY FOR MATERIAL INVOLVING MINORS AND A ZERO TOLERANCE POLICY REGARDING PEDOPHILES, PEDERASTS OR ANY PEDOPHILIC, PEDERASTIC, OR SIMILAR RELATED ACTIVITY.
4.2.1. All depictions of all persons on Our Website are of persons over the age of eighteen (18) as of the date of the production of the depiction. We take great measures to ensure that no underage models appear in any of Our materials.
4.2.2. If You seek any form of pornographic material involving minors (including "virtual" pornography involving minors), You must exit this Website and cease using Our Services immediately. We do not provide this kind of material and We do not tolerate those who provide this kind of material nor do We tolerate consumers of this kind of material. Content or communications seeking to solicit, lure or entice minors into sexual activity or lewd behavior is also strictly prohibited, and will be treated the same as child pornography. Consistent with federal law, We will cooperate with law enforcement authorities and will notify such authorities if it suspects that You are engaged in any such illegal activities
4.2.3. In order to further Our zero-tolerance policy You agree to report any images that appear to depict minors on Our Site. If You see any images or other depictions that are questionable, You agree to report these images by filling out our Contact Form.
4.2.4. Include with Your report any appropriate evidence you can, including the date and time of identification. If evidence needs to be emailed, we will contact you and you can reply with said evidence. All reports will immediately be investigated and the appropriate action will be taken.
4.2.5. We willingly and actively cooperate with any law-enforcement agency investigating material involving minors. and comply with Title 18 U.S.C. 2258A relating to the mandatory reporting of actual pornography involving minors of which We become aware. If You suspect other outside websites are participating in unlawful activities involving minors, please report them to a reporting service such as http://www.asacap.org