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CLIPIX LLC TERMS AND CONDITIONS The following terms and conditions ("Terms and Conditions") govern your use of the World Wide Web Site located at www.clipix.com (the "Site"). By accessing, viewing, or using this Site or the content, material, services or any other item or offering available on or through this Site, you represent that you have read and understand these Terms and Conditions, and you agree to them and intend to be legally bound by them. If you do not agree to and intend to be legally bound by these Terms and Conditions, you are not granted permission to use this Site and must exit immediately. Clipix LLC reserves the right at any time to modify, alter, or update these Terms and Conditions. The date of the most recent update for any new or revised Terms and Conditions will be posted on the Site after the changes are made, and it is the obligation of users visiting the Site to learn of changes to the Terms and Conditions since their last visit. The Site and Site Materials (defined below) are available only to individuals at least 18 years of age, and to individuals between 13 and 18 years of age who have their parent's consent to use the Site or Site Materials and to be bound by these Terms and Conditions. If you are not at least 18 years of age, or if you are between 13 and 18 years of age but do not have your parent's consent to use the Site or Site Materials and to be bound by these Terms and Conditions, you are not granted any right or permission to use the Site or Site Materials and you must exit the Site immediately. 1. Proprietary Rights All works of authorship, information, content, functional components, software, downloads, upgrades, documentation, service packages, services, and material and any other item or offering appearing on, made available via, or contained in this Site ("Site Materials") are protected by law, including, but not limited to, United States copyright law. Except as explicitly stated in the Site, or through the use of the Copyright Watermark described in Paragraph 2 below, the entirety of the Site Materials (including, without limitation, data, illustrations, graphics, audio, video, photographs, pictures, recordings, drawings, sketches, artwork, images, text, forms, algorithms, and look and feel attributes), and any and all right, title, and interest therein, are exclusively the property of Clipix (including, without limitation, all copyrights therein) or Clipix's affiliates, licensors or suppliers or other respective intellectual property owners. All rights reserved. Clipix owns a copyright in this Site as a collective work and compilation, and in the selection, coordination, arrangement, organization, and enhancement of the Site Materials. Removing or altering any copyright notice or any other proprietary notice on any Site Materials is strictly prohibited, except when done pursuant to the Copyright Watermark removal process described in Paragraph 2 below. Any reproduction, distribution, performance, display, preparation of derivative works based upon, framing, capturing, harvesting, or collection of, or any Site Materials or any other proprietary information of Clipix without Clipix's advance written consent, is prohibited. All names, trademarks, service marks, symbols, slogans, and logos appearing on the Site are proprietary to Clipix, its affiliates, partners, licensors, or suppliers or other respective intellectual property owners. Any misuse or other unauthorized use of these trademarks is expressly prohibited and may violate federal and state trademark law. 2. Copyright Watermark; Materials Submitted to the Site Respect for your user experience, as well as respect for the intellectual property rights of you and other content owners, is of paramount importance to Clipix. As such, in addition to the protections described elsewhere in this Section, Clipix uses an innovative process to apply a Copyright Watermark to all or substantially all User Materials (see definition of “User Materials” in next paragraph) displayed on the Site. The Copyright Watermark is designed to further protect, and convey notice of, the copyrightable authorship attributable to User Materials, by automatically notifying you and any persons who view your User Materials that the respective image is right-protected. The Copyright Watermark does not interfere with your full enjoyment of the Site, and will occur seamlessly without any action required from you. Nonetheless, if you believe that the Copyright Watermark is unnecessary, such as in cases where the User Material was originated solely by you, you may edit the Clipix clipboard to affirmatively remove/edit the Copyright Watermark, by following the steps instructed on the Site and accepting the conditions for its removal. While the Site will allow you to directly or indirectly post, select, designate, or provide information, photographs, questions, and other materials to this Site("User Materials"), Clipix does not guarantee the accuracy or completeness of any postings or other contributions to the Site and is not responsible or liable for any postings or other contributions. By posting, selecting, designating, or providing User Materials, you represent, warrant, and covenant that you have the full legal right to post, select, designate, and/or provide the User Materials and that use of the User Materials by you, Clipix, and all other persons and entities will not: (a) knowingly infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity; (b) violate any law, statute, ordinance, or regulation; (c) be defamatory, libelous or trade libelous, unlawfully threatening, or unlawfully harassing; (d) be obscene or otherwise violate any community or Internet standard; (e) contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information, or that facilitate or enable such or that are intended to do any of the foregoing; (f) result in product liability, tort, breach of contract, personal injury, death, or property damage; (g) constitute misappropriation of any trade secret or know-how; or (h) constitute disclosure of any confidential information owned by any third party. Upon your posting, selecting, designating, or providing of User Materials, you grant Clipix, and Clipix thereby accepts, a worldwide, perpetual, non-terminable, irrevocable, transferable, license to access and use, and to permit others to access and use, the User Materials for the purpose of providing the Site and Site products and services and for all other business purposes of Clipix, all without any compensation to you whatsoever. Clipix may remove User Materials from the Site for any or no reason, in Clipix's sole discretion, with or without notice. Clipix shall not be responsible for changes, modifications, or removal any User Materials. If you believe that any content or postings on this Site violate your intellectual property or other rights, please follow our Complaint Procedure in Section 9 of these Terms and Conditions. 3. Third Party Materials, Products and Services Parties other than Clipix may provide products or services via or referenced on the Site. Clipix expressly disclaims any and all responsibility for or related to (a) the accuracy and completeness of any and all third-party information, products and/or services or (b) the transactions you conduct or enter into with these third parties. 4. Nature of the Internet Given the nature of the Internet, the transmission of any communication or material to Clipix via the Site or Internet electronic mail, whether encrypted or otherwise, cannot be guaranteed as, and is not represented to be, secure. Alternative to communicating via the Internet or electronic mail, Clipix can be contacted by regular mail at 2050 Center Ave, Suite 100, Fort Lee, NJ 07024, or by facsimile at (201) 363-0049. 5. Privacy Statement Clipix has a Privacy Statement setting out Clipix's online information gathering and dissemination practices with respect to the Site. Click Here to view the Privacy Statement, which is incorporated into these Terms and Conditions by reference, as if set forth fully herein. As you will find, Clipix is proud to offer full privacy as the default setting for all clipboards, giving you the option to share User Materials as you see fit. Click on the padlock image on your clipboards to customize your privacy settings to your liking. 6. Disclaimer of Warranty and Liability THIS SITE AND THE SITE MATERIALS ARE MADE AVAILABLE "AS IS" AND "WITH ALL FAULTS." USE OF THIS SITE AND THE SITE MATERIALS IS ENTIRELY AT YOUR OWN RISK. CLIPIX MAKES NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THIS SITE, THE SITE MATERIALS, AND THE USER MATERIALS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, NON-INTERFERENCE, QUALITY, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS, AND EFFORT WITH REGARD TO THE SITE AND ANY AND ALL SITE MATERIALS AND USER MATERIALS IS WITH YOU. CLIPIX SHALL NOT HAVE ANY RESPONSIBILITY OR ASSUME ANY LIABILITY FOR ANY DATA, INFORMATION, OR MATERIAL UPLOADED TO THE SITE, MADE AVAILABLE VIA THE SITE, OR TRANSMITTED BY YOU OR ANY THIRD PARTY, OR FOR ANY MISTAKES, DEFAMATION, SLANDER, LIBEL, OMISSIONS, FALSEHOODS, OBSCENITY, PORNOGRAPHY, INDECENCY, LEWDNESS, HARASSMENT, THREATS, ABUSE, OR PROFANITY YOU MAY ENCOUNTER IN USING THE SITE, SITE MATERIALS, OR USER MATERIALS. NEITHER CLIPIX, NOR ANY OF ITS DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS, OR REPRESENTATIVES SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATEVER, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR LOST PROFITS, WHICH MAY OR DO RESULT FROM THE SITE, THE SITE MATERIALS, THE USER MATERIALS, OR THE USE OF, ACCESS TO, OR INABILITY TO ACCESS OR USE THIS SITE, THE SITE MATERIALS, OR THE USER MATERIALS, REGARDLESS OF LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR STRICT LIABILITY), WHETHER OR NOT ANY PARTY HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF CLIPIX TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM THIS SITE, THE SITE MATERIALS, OR THE USER MATERIALS EXCEED THE PRICE PAID BY YOU FOR USE OF THIS SITE. 7. Corrections and Changes to Site and Site Materials Clipix endeavors to keep the Site and Site Materials on, in, and through this Site up-to-date. Without limiting anything else in these Terms and Conditions or otherwise, Clipix is not responsible for any errors or omissions in the Site or Site Materials. Clipix may make changes to the Site or Site Materials, or to the products, information, or services made available in connection with this Site, at any time with or without notice, and Clipix makes no commitment to update the information contained on or in this Site. Clipix reserves the right to terminate your access to this Site in the event that you violate these Terms and Conditions or for any reason whatever or no reason, with or without notice, in addition to any and all other remedies available at law or in equity. 8. Indemnification Except to the extent attributable to Clipix, if your use of this Site, the Site Materials, or User Materials exceeds or falls outside these Terms and Conditions, You agree to defend Clipix and its affiliates, directors, officers, employees, agents, representatives, members, proprietors, partners, shareholders, servants, principals, predecessors, successors, assigns, accountants, attorneys, and contractors ("Clipix Indemnitees") against all claims, actions, suits, and other proceedings (“Claims”) of third parties arising out of or incurred in connection with such use. This includes: your fraud, violation of law, or willful misconduct; the acts or omissions of any third party affiliated with you or under your direction or control; or, any breach by you of these Terms and Conditions. You also agree to indemnify and hold all Clipix Indemnitees harmless from and against all judgments, losses, obligations, risks, liabilities, damages, costs, settlements, and expenses (including, but not limited to, reasonable attorneys' fees and attorneys' disbursements) arising out of or incurred in connection with such Claims. You may not settle any Claim without the prior written consent of Clipix. 9. Complaint Procedure If you believe that any content or postings on this Site violate your intellectual property or other rights, please send to Clipix at the address listed in Section 4, addressed to the attention of Web Manager, a comprehensive detailed notice setting forth all applicable facts and assertions, including (1) your address, telephone number and e-mail address, (2) a statement by you that you have a good faith belief that the disputed use is not authorized by you or owner of the item or rights, your or the owner's agent, or law, (3) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the owner of the item or rights in question or are authorized to act on the owner's behalf, and (4) your electronic or physical signature or the electronic or physical signature of the owner of the item or right in question. Additionally, if the item or right in question involves one or more copyrights, your notice must be made in accordance with the requirements of the Digital Millennium Copyright Act ("DMCA"), as Clipix processes, investigates, and responds to notifications of alleged infringement in accordance with the DMCA and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, Clipix will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Clipix will terminate access for any members who are repeat infringers. For copyright complaints, please send to Clipix's "Copyright Agent" at the address listed in Section 4 (or to Copyright@Clipix.com, with "COPYRIGHT COMPLAINT" in the subject line), a comprehensive detailed notice in accordance with the requirements of the DMCA, including: (1) a description of the copyrighted work that has been infringed and the specific location on the Site where such work is located; (2) a description of the location of the original or an authorized copy of the copyrighted work; (3) your address, telephone number and e-mail address; (4) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (5) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (6) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest. 10. Use of the Internet Use of the Internet is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. Without limiting anything else in these Terms and Conditions or otherwise, neither Clipix nor its contractors will be liable for any loss resulting from failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, or governmental restrictions. 11. User Content Agreement By using the Clipix service, you agree: -to submit no Materials that contain content that is unlawful, defamatory, offensive, abusive, libelous, threatening, pornographic, harassing, racially or ethnically offensive or otherwise unfit; Materials that do not infringe or misappropriate any patent, copyright, trademark, trade secret or any other proprietary intellectual property rights of others; or Materials that encourage any illegal activity, criminal offense or civil liability; -to submit no unauthorized or unsolicited bulk messages or any other solicitations or communications through the Clipix Site; -to not impose an unreasonably large load (bandwidth) on the Clipix Service, or use a computer programming routine, file or device to damage or interfere with the operation of the Clipix Service; -to be solely responsible for photos, captions to photos, videos, messages (sent and received), and other content that is uploaded, published, or displayed on or through the Clipix Site; -to be responsible at your sole cost and expense for creating backup copies and replacing any Content you post or store on the Site or provide to Clipix; You also agree that: -Clipix has no obligation to monitor any of the Materials, but may do so; -If you terminate your registration, your Materials will be deleted from the Clipix Service; Clipix will reasonably attempt to delete any Materials you provide, however, you acknowledge and agree that copies, derivatives of the Materials, or copies may still reside within the Service, such as, for instance, backup copies; -Clipix does not guarantee, nor is Clipix responsible for, the removal of all traces of the Materials from the Service after you delete the Materials or after your registration is terminated; -Clipix is in no way responsible for the deletion of the copies of the Materials that reside outside of the Service; -Clipix is authorized to make copies thereof as they deem necessary in order to facilitate the posting and storage of the User Content on the Site. Clipix may delete or remove without notice any Site Content or User Content in its sole discretion, for any reason or no reason, including Content that in the sole judgment of Clipix, might be offensive, illegal, or that might violate the rights, harm or threaten the safety of users or others. 12. Links to Other Web Sites This Site contain links to third-party Internet Web sites for the convenience of users in locating, identifying, referencing, and/or purchasing information, products, or services. These links may appear in the form of text links, advertisements, banners, buttons, integrated gift services, digital cash, digital gift certificates, or otherwise. These sites are maintained by organizations over which Clipix exercises no control, and Clipix expressly disclaims any and all responsibility for the content (including, without limitation, information, links, text, graphics, and other items), completeness, and accuracy of and errors and omissions related to such Web sites and the information, offers, products, and services provided or offered by or advertised on these third-party sites, including, without limitation, the availability and pricing of any products or services. Clipix additionally disclaims any and all responsibility for the transactions that you conduct or enter into with the owners or operators of these Web sites. Further, neither Clipix nor its affiliates endorses the individuals, companies, or other persons or entities, or any products or materials associated with such individuals, companies, or other persons or entities, that provide products, information, or services. You should carefully review their privacy statements and other conditions of use. WITHOUT LIMITING ANYTHING ELSE IN THESE TERMS AND CONDITIONS OR OTHERWISE, CLIPIX MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, FITNESS, WORKMANSHIP, VALUE, APPROPRIATENESS, OR RELIABILITY OF THE PRODUCTS OR SERVICES AVAILABLE VIA OR ON THESE SITES OR THE SOLVENCY OR FINANCIAL VIABILITY OF ANY ADVERTISER, LICENSOR, THIRD PARTY, OR AFFILIATE. WITHOUT LIMITING ANYTHING ELSE, CLIPIX WILL NOT REIMBURSE OR INDEMNIFY YOU FOR ANY LOSSES YOU MAY INCUR AS A RESULT OF TRANSACTIONS WITH ANY OTHER THIRD PARTY OR OTHERWISE. USERS ARE ADVISED TO USE DISCRETION IN SELECTING COMPANIES TO DO BUSINESS WITH ONLINE. 13. Governing Law and Jurisdiction Except as otherwise expressly provided in any other written agreement between you and Clipix, these Terms and Conditions, including, without limitation, the Privacy Statement, represent the entire agreement between you and Clipix with respect to the subject matter hereof, and supersede any and all prior and contemporaneous written and oral representations, understandings, and agreements, express and implied, and will be governed by and construed in accordance with the laws of the State of New Jersey, without reference to its conflict of law rules; PROVIDED, HOWEVER, THAT THE TERMS OF ANY APPLICABLE LAW NOW OR HEREAFTER ENACTED THAT IS BASED ON, DERIVED FROM, SIMILAR TO, OR CONNECTED WITH THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DRAFTED BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS OR THE CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY EXCEPT TO THE EXTENT THAT THE LAW EXPRESSLY PROHIBITS ALTERATION BY THESE TERMS AND CONDITIONS OF THE APPLICABILITY OF ONE OR MORE SECTIONS OF THE LAW. By accessing, viewing, or using any of the works, content, or materials on this Site, you consent to the exclusive jurisdiction of the federal and state courts presiding in New Jersey, U.S.A., and agree to accept service of process by personal delivery or mail and hereby waive any and all jurisdictional and venue defenses otherwise available. 14. Securities Information This Site and the information contained herein do not constitute an offer or a solicitation of an offer for the purchase or sale of any securities. This Site may contain information and press releases about Clipix, and although this information was believed to be accurate as of the date prepared, Clipix disclaims any duty or obligation to update such information. To the extent that any information is deemed to be a "forward looking statement" as defined in the rules and regulations of the Securities Act of 1933, as amended, such information is intended to fit within the "safe harbor" for forward looking information and is subject to material risk factors which may or may not be disclosed herein. 15. Miscellaneous This Site is controlled and operated by Clipix from its offices within the United States. Without limiting anything else, Clipix makes no representation that the works, content, materials, services, information, or products available on, in, or through the Site are appropriate or available for use in other locations. Access to them from territories where they are illegal is prohibited. Those who choose to access this Site from other locations do so on their own volition and are responsible for compliance with applicable laws. Headings used in these Terms and Conditions, including, without limitation, the Privacy Statement, are for reference only and shall not affect the interpretation of these Terms and Conditions (or the Privacy Statement). The waiver or failure of Clipix to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any other rights established under these Terms and Conditions. NEITHER THESE TERMS AND CONDITIONS, NOR ANY RIGHTS OR OBLIGATIONS UNDER THESE TERMS AND CONDITIONS, MAY BE ASSIGNED, DELEGATED, TRANSFERRED, OR MADE THE SUBJECT OF A SECURITY INTEREST OR OTHERWISE ENCUMBERED, IN WHOLE OR IN PART, BY YOU WITHOUT THE PRIOR WRITTEN CONSENT OF CLIPIX. ANY ASSIGNMENT IN VIOLATION OF THIS PARAGRAPH SHALL BE VOID.