CONTENT COPYRIGHT POLICY
Last updated July 25, 2025
This Content Copyright Policy ("Policy") outlines the rights, responsibilities, and procedures
related to copyright and content usage on Clipnity's platform and services (collectively, the
"Platform").
This Policy applies to all users of the Platform, including Content Creators, content users, and
viewers. By using our Platform, you agree to comply with this Policy.
In this Policy:
"Platform" refers to Clipnity and its affiliated services
"Content Creators" refers to users who upload or create original content on the Platform
"Clippers" refers to users who create clips or derivative works from original content on the
Platform
"Users" refers to all individuals or entities using the Platform
Background
(A) The Licensor creates and owns original long-form video content and seeks to expand its reach through short-form derivative clips created by third-party editors.
(B) The Licensee specializes in creating short-form video clips and seeks to monetize such clips through performance-based revenue sharing arrangements.
(C) The parties have connected through Clipnity, a digital platform that facilitates content licensing agreements between Content Creators and video editors.
(D) The Licensor wishes to grant limited licensing rights to the Licensee to create, edit, and distribute short-form clips derived from the Licensor's original content on designated social media platforms.
(E) The parties agree to a performance-based compensation model whereby the Licensee receives payment based on view count thresholds achieved by approved clips.
(F) All licensing arrangements, content approvals, and payment processing will be administered through the digital platform in accordance with the terms set forth in this Agreement.
(B) The Licensee specializes in creating short-form video clips and seeks to monetize such clips through performance-based revenue sharing arrangements.
(C) The parties have connected through Clipnity, a digital platform that facilitates content licensing agreements between Content Creators and video editors.
(D) The Licensor wishes to grant limited licensing rights to the Licensee to create, edit, and distribute short-form clips derived from the Licensor's original content on designated social media platforms.
(E) The parties agree to a performance-based compensation model whereby the Licensee receives payment based on view count thresholds achieved by approved clips.
(F) All licensing arrangements, content approvals, and payment processing will be administered through the digital platform in accordance with the terms set forth in this Agreement.
1. Definitions
1.1. Agreement means this Content License Agreement including all schedules, appendices, and amendments made in accordance with its terms.
1.2. Approved Content means any Clip that has received explicit written approval from the Licensor via the Platform prior to distribution and monetization.
1.3. Clips means short-form video content created by the Licensee using, incorporating, or derived from the Licensor's Content, typically ranging from 15 seconds to 3 minutes in duration.
1.4. Content means all original long-form video content owned by the Licensor and made available for licensing through the Platform.
1.5. Designated Platforms means the social media and video distribution platforms approved for Clip distribution, including but not limited to TikTok, YouTube Shorts, Instagram Reels, and X (formerly Twitter).
1.6. Effective Date means the date of electronic acceptance of this Agreement via the Platform, whichever is later.
1.7. Intellectual Property Rights means all intellectual property rights including but not limited to copyrights, trademarks, moral rights, and any other proprietary rights in Content or Clips.
1.8. Parties means the Licensor and Licensee collectively, and Party means either one of them individually.
1.9. Payout means the financial compensation due to the Licensee for Approved Content that achieves the Revenue Threshold, calculated at the rate determined by the Licensor.
1.10. Platform means Clipnity, the digital intermediary service that facilitates this Agreement and processes payments between the Parties.
1.11. Revenue Threshold means 100,000 verified views of an individual Clip across all Designated Platforms within the measurement period.
1.12. Service Fee means the 10% commission retained by the Platform from each Payout processed.
1.13. View Count means the aggregate number of views of a Clip as verified through official APIs and analytics tools of the respective Designated Platforms.
1.2. Approved Content means any Clip that has received explicit written approval from the Licensor via the Platform prior to distribution and monetization.
1.3. Clips means short-form video content created by the Licensee using, incorporating, or derived from the Licensor's Content, typically ranging from 15 seconds to 3 minutes in duration.
1.4. Content means all original long-form video content owned by the Licensor and made available for licensing through the Platform.
1.5. Designated Platforms means the social media and video distribution platforms approved for Clip distribution, including but not limited to TikTok, YouTube Shorts, Instagram Reels, and X (formerly Twitter).
1.6. Effective Date means the date of electronic acceptance of this Agreement via the Platform, whichever is later.
1.7. Intellectual Property Rights means all intellectual property rights including but not limited to copyrights, trademarks, moral rights, and any other proprietary rights in Content or Clips.
1.8. Parties means the Licensor and Licensee collectively, and Party means either one of them individually.
1.9. Payout means the financial compensation due to the Licensee for Approved Content that achieves the Revenue Threshold, calculated at the rate determined by the Licensor.
1.10. Platform means Clipnity, the digital intermediary service that facilitates this Agreement and processes payments between the Parties.
1.11. Revenue Threshold means 100,000 verified views of an individual Clip across all Designated Platforms within the measurement period.
1.12. Service Fee means the 10% commission retained by the Platform from each Payout processed.
1.13. View Count means the aggregate number of views of a Clip as verified through official APIs and analytics tools of the respective Designated Platforms.
2. License Grant
2.1. Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee a non-exclusive, revocable, and limited license to use the Content solely for the purposes set forth in this Agreement.
2.2. The license granted under clause 2.1 specifically permits the Licensee to:
(a) create derivative short-form Clips based on the Licensor's Content;
(b) edit, modify, and adapt the Content solely for the purpose of creating Clips;
(c) distribute, publish, and monetize Approved Content on Designated Platforms; and
(d) retain any Intellectual Property Rights in the editorial elements, creative additions, and transformative aspects that the Licensee contributes to the Clips.
2.3. The license granted herein is worldwide and unrestricted as to territory, subject to compliance with applicable local laws and platform-specific terms of service.
2.4. The license shall apply only to Content that has received explicit approval from the Licensor through the Platform's approval system, and no rights are granted with respect to Content that has not been so approved.
2.5. The license becomes effective only upon the Licensor's explicit approval of each individual Clip via the Platform, and such approval may be granted or withheld at the Licensor's sole discretion.
2.6. The Licensee acknowledges that the license does not grant any rights to:
(a) use the Content for purposes other than creating and distributing Clips on Designated Platforms;
(b) sublicense, assign, or transfer any rights under this Agreement to third parties;
(c) use the Content in any manner that would constitute trademark infringement or unfair competition; or
(d) distribute Clips on platforms other than the Designated Platforms without prior written consent from the Licensor.
2.7. All rights not expressly granted to the Licensee under this Agreement are reserved by the Licensor.
2.2. The license granted under clause 2.1 specifically permits the Licensee to:
(a) create derivative short-form Clips based on the Licensor's Content;
(b) edit, modify, and adapt the Content solely for the purpose of creating Clips;
(c) distribute, publish, and monetize Approved Content on Designated Platforms; and
(d) retain any Intellectual Property Rights in the editorial elements, creative additions, and transformative aspects that the Licensee contributes to the Clips.
2.3. The license granted herein is worldwide and unrestricted as to territory, subject to compliance with applicable local laws and platform-specific terms of service.
2.4. The license shall apply only to Content that has received explicit approval from the Licensor through the Platform's approval system, and no rights are granted with respect to Content that has not been so approved.
2.5. The license becomes effective only upon the Licensor's explicit approval of each individual Clip via the Platform, and such approval may be granted or withheld at the Licensor's sole discretion.
2.6. The Licensee acknowledges that the license does not grant any rights to:
(a) use the Content for purposes other than creating and distributing Clips on Designated Platforms;
(b) sublicense, assign, or transfer any rights under this Agreement to third parties;
(c) use the Content in any manner that would constitute trademark infringement or unfair competition; or
(d) distribute Clips on platforms other than the Designated Platforms without prior written consent from the Licensor.
2.7. All rights not expressly granted to the Licensee under this Agreement are reserved by the Licensor.
3. Content Ownership and Intellectual Property
3.1. The Licensor retains all right, title, and interest in and to the original Content, including but not limited to all copyright, trademark, and other Intellectual Property Rights subsisting therein under European Union law and the laws of individual Member States.
3.2. No transfer of ownership in the underlying Content is granted to the Licensee under this Agreement, and the Licensor's Intellectual Property Rights in the original Content remain unaffected by the creation or distribution of Clips.
3.3. The Licensee shall acquire limited rights only in respect of Approved Content as specifically set forth in the license grant provisions of this Agreement.
3.4. Subject to the terms of this Agreement, the Licensee shall own the derivative elements added to create Clips, including editing choices, cuts, transitions, and creative arrangements, provided such elements do not infringe upon the Licensor's underlying Intellectual Property Rights.
3.5. Neither Party may claim ownership of, or seek to register intellectual property rights in, the other Party's pre-existing Content or intellectual property.
3.6. The Licensee acknowledges that any rights granted hereunder are conditional upon:
(a) compliance with the content approval process; and
(b) continued adherence to the terms and restrictions set forth in this Agreement.
3.7. Upon termination or expiration of this Agreement, or revocation of approval for specific Content, the Licensee's rights in the affected Clips shall cease, subject to any accrued Payout obligations.
3.8. Both Parties warrant that they have obtained all necessary rights and permissions for any third-party content incorporated into their respective materials and shall indemnify the other Party against claims arising from breach of such warranty.
3.2. No transfer of ownership in the underlying Content is granted to the Licensee under this Agreement, and the Licensor's Intellectual Property Rights in the original Content remain unaffected by the creation or distribution of Clips.
3.3. The Licensee shall acquire limited rights only in respect of Approved Content as specifically set forth in the license grant provisions of this Agreement.
3.4. Subject to the terms of this Agreement, the Licensee shall own the derivative elements added to create Clips, including editing choices, cuts, transitions, and creative arrangements, provided such elements do not infringe upon the Licensor's underlying Intellectual Property Rights.
3.5. Neither Party may claim ownership of, or seek to register intellectual property rights in, the other Party's pre-existing Content or intellectual property.
3.6. The Licensee acknowledges that any rights granted hereunder are conditional upon:
(a) compliance with the content approval process; and
(b) continued adherence to the terms and restrictions set forth in this Agreement.
3.7. Upon termination or expiration of this Agreement, or revocation of approval for specific Content, the Licensee's rights in the affected Clips shall cease, subject to any accrued Payout obligations.
3.8. Both Parties warrant that they have obtained all necessary rights and permissions for any third-party content incorporated into their respective materials and shall indemnify the other Party against claims arising from breach of such warranty.
4. Revenue Sharing and Payment Terms
4.1. Payment Structure. The Licensee shall receive payment based on a fixed rate per Revenue Threshold as determined and set by the Licensor through the Platform interface, which rate may be modified by the Licensor at any time with prospective effect.
4.2. Revenue Threshold Calculation. Payment obligations arise only when Approved Content achieves the applicable Revenue Threshold of 100,000 verified views on Designated Platforms within the measurement period established by the Platform.
4.3. Approval Prerequisite. No Payout shall be due or payable until the relevant Clips have been reviewed and designated as Approved Content by the Licensor through the Platform's approval mechanism.
4.4. Platform Intermediation. The Platform shall act as payment intermediary and processor for all transactions under this Agreement, collecting, holding, and distributing payments between the Parties in accordance with these terms.
4.5. Service Fee Deduction. The Platform shall deduct a Service Fee of ten percent (10%) from each Payout before remittance to the Licensee, which fee covers payment processing, platform maintenance, and administrative services.
4.6. Payment Intervals. Payouts shall be processed according to the payment frequency selected by the Licensor through the Platform interface, being daily, weekly, or monthly intervals, with payments made within five (5) business days of the end of each selected period.
4.7. View Count Verification. All View Count calculations shall be determined through the Platform's integration with applicable social media platform APIs, and such verified counts shall be conclusive for payment purposes absent manifest error.
4.8. Fraud Protection and Refunds.
(a) The Platform reserves the right to withhold or reclaim Payouts where View Counts are determined to result from fraudulent activity, artificial inflation, or violation of Designated Platform terms of service.
(b) The Licensee shall reimburse any Payouts received based on subsequently invalidated View Counts within thirty (30) days of notification.
4.9. Payment Currency and Method. All Payouts shall be made in Euros (EUR) through the Platform's designated payment systems, and the Licensee is responsible for any applicable taxes, conversion fees, or third-party payment processor charges.
4.2. Revenue Threshold Calculation. Payment obligations arise only when Approved Content achieves the applicable Revenue Threshold of 100,000 verified views on Designated Platforms within the measurement period established by the Platform.
4.3. Approval Prerequisite. No Payout shall be due or payable until the relevant Clips have been reviewed and designated as Approved Content by the Licensor through the Platform's approval mechanism.
4.4. Platform Intermediation. The Platform shall act as payment intermediary and processor for all transactions under this Agreement, collecting, holding, and distributing payments between the Parties in accordance with these terms.
4.5. Service Fee Deduction. The Platform shall deduct a Service Fee of ten percent (10%) from each Payout before remittance to the Licensee, which fee covers payment processing, platform maintenance, and administrative services.
4.6. Payment Intervals. Payouts shall be processed according to the payment frequency selected by the Licensor through the Platform interface, being daily, weekly, or monthly intervals, with payments made within five (5) business days of the end of each selected period.
4.7. View Count Verification. All View Count calculations shall be determined through the Platform's integration with applicable social media platform APIs, and such verified counts shall be conclusive for payment purposes absent manifest error.
4.8. Fraud Protection and Refunds.
(a) The Platform reserves the right to withhold or reclaim Payouts where View Counts are determined to result from fraudulent activity, artificial inflation, or violation of Designated Platform terms of service.
(b) The Licensee shall reimburse any Payouts received based on subsequently invalidated View Counts within thirty (30) days of notification.
4.9. Payment Currency and Method. All Payouts shall be made in Euros (EUR) through the Platform's designated payment systems, and the Licensee is responsible for any applicable taxes, conversion fees, or third-party payment processor charges.
5. Content Moderation and Reporting
5.1. Submission Requirements. The Licensee must submit all Clips to the Licensor through the Platform's designated submission system before any distribution or monetization activities. Each submission must include:
(i) the proposed Clip in final form;
(ii) identification of the source Content;
(iii) intended Designated Platforms for distribution; and
(iv) any relevant metadata or descriptions.
5.2. Approval Criteria. The Licensor may approve or reject any submitted Clip at their sole discretion. Without limiting such discretion, the Licensor may consider factors including:
(i) quality and accuracy of editing;
(ii) compliance with the Licensor's brand standards and values;
(iii) appropriateness for the intended Designated Platforms;
(iv) potential impact on the Licensor's reputation; and
(v) adherence to applicable platform policies and legal requirements.
5.3. Review Timeline. The Licensor shall provide a decision on each submitted Clip within seven (7) business days of submission through the Platform. Failure to respond within this timeframe shall not constitute approval, and the Licensee may not proceed with distribution without express written approval.
5.4. Approval Decision. For each submission, the Licensor may:
(i) approve the Clip without modifications;
(ii) approve the Clip subject to specified modifications;
(iii) reject the Clip entirely; or
(iv) request additional information before making a decision. All decisions shall be communicated through the Platform's notification system.
5.5. Effect of Approval. Upon approval, the Clip becomes Approved Content and the Licensee may distribute it on the specified Designated Platforms in accordance with this Agreement. Approved Content becomes eligible for Payout calculations based on achieved View Count and applicable Revenue Threshold.
5.6. Modification Requests. If the Licensor approves a Clip subject to modifications, the Licensee must implement the requested changes and resubmit for final approval before distribution. The modified Clip shall be subject to the same review process outlined in this section.
5.7. Rejection and Resubmission. Rejected Clips may not be distributed in any form. The Licensee may address the Licensor's concerns and resubmit a revised version, which shall be treated as a new submission under this section.
5.8. Ongoing Monitoring Rights. The Licensor retains the right to monitor Approved Content performance and distribution. The Licensor may revoke approval and require removal of any Approved Content that violates this Agreement or causes reputational harm, with immediate effect upon written notice through the Platform.
(i) the proposed Clip in final form;
(ii) identification of the source Content;
(iii) intended Designated Platforms for distribution; and
(iv) any relevant metadata or descriptions.
5.2. Approval Criteria. The Licensor may approve or reject any submitted Clip at their sole discretion. Without limiting such discretion, the Licensor may consider factors including:
(i) quality and accuracy of editing;
(ii) compliance with the Licensor's brand standards and values;
(iii) appropriateness for the intended Designated Platforms;
(iv) potential impact on the Licensor's reputation; and
(v) adherence to applicable platform policies and legal requirements.
5.3. Review Timeline. The Licensor shall provide a decision on each submitted Clip within seven (7) business days of submission through the Platform. Failure to respond within this timeframe shall not constitute approval, and the Licensee may not proceed with distribution without express written approval.
5.4. Approval Decision. For each submission, the Licensor may:
(i) approve the Clip without modifications;
(ii) approve the Clip subject to specified modifications;
(iii) reject the Clip entirely; or
(iv) request additional information before making a decision. All decisions shall be communicated through the Platform's notification system.
5.5. Effect of Approval. Upon approval, the Clip becomes Approved Content and the Licensee may distribute it on the specified Designated Platforms in accordance with this Agreement. Approved Content becomes eligible for Payout calculations based on achieved View Count and applicable Revenue Threshold.
5.6. Modification Requests. If the Licensor approves a Clip subject to modifications, the Licensee must implement the requested changes and resubmit for final approval before distribution. The modified Clip shall be subject to the same review process outlined in this section.
5.7. Rejection and Resubmission. Rejected Clips may not be distributed in any form. The Licensee may address the Licensor's concerns and resubmit a revised version, which shall be treated as a new submission under this section.
5.8. Ongoing Monitoring Rights. The Licensor retains the right to monitor Approved Content performance and distribution. The Licensor may revoke approval and require removal of any Approved Content that violates this Agreement or causes reputational harm, with immediate effect upon written notice through the Platform.
6. Permitted Platforms and Distribution
6.1. The Licensee is authorized to distribute Approved Content exclusively on the following Designated Platforms: TikTok, YouTube Shorts, Instagram Reels, X (formerly Twitter), and such other platforms as may be specifically approved in writing by the Licensor through the Platform.
6.2. Distribution of Clips is permitted worldwide without territorial restrictions, provided that such distribution complies with the applicable laws and regulations of each jurisdiction and the terms of service of each Designated Platform.
6.3. The Licensee shall ensure that all Clips distributed on Designated Platforms include appropriate attribution to the Licensor as specified by the Licensor at the time of content approval.
6.4. The Licensee may not distribute, publish, or share any Clips on platforms other than the Designated Platforms without prior written consent from the Licensor obtained through the Platform.
6.5. All distribution activities must comply with the respective terms of service, community guidelines, and content policies of each Designated Platform, and the Licensee assumes full responsibility for such compliance.
6.6. The Licensee shall not engage in any artificial view inflation, bot usage, or other manipulative practices to increase View Count on any Designated Platform.
6.7. Distribution rights under this section are contingent upon the Content remaining as Approved Content and may be immediately revoked if approval is withdrawn by the Licensor.
6.8. The Licensee must cease all distribution activities for specific Clips immediately upon receiving notice of approval withdrawal or termination through the Platform.
6.2. Distribution of Clips is permitted worldwide without territorial restrictions, provided that such distribution complies with the applicable laws and regulations of each jurisdiction and the terms of service of each Designated Platform.
6.3. The Licensee shall ensure that all Clips distributed on Designated Platforms include appropriate attribution to the Licensor as specified by the Licensor at the time of content approval.
6.4. The Licensee may not distribute, publish, or share any Clips on platforms other than the Designated Platforms without prior written consent from the Licensor obtained through the Platform.
6.5. All distribution activities must comply with the respective terms of service, community guidelines, and content policies of each Designated Platform, and the Licensee assumes full responsibility for such compliance.
6.6. The Licensee shall not engage in any artificial view inflation, bot usage, or other manipulative practices to increase View Count on any Designated Platform.
6.7. Distribution rights under this section are contingent upon the Content remaining as Approved Content and may be immediately revoked if approval is withdrawn by the Licensor.
6.8. The Licensee must cease all distribution activities for specific Clips immediately upon receiving notice of approval withdrawal or termination through the Platform.
7. Prohibited Uses and Restrictions
7.1. The Licensee shall not use, distribute, or exploit the Content or any Clips in any manner other than as expressly permitted under this Agreement.
7.2. The Licensee is prohibited from:
(a) modifying, editing, or altering any Content in a manner that misrepresents, defames, or falsely attributes statements, opinions, or actions to the Licensor;
(b) distributing Clips on any platforms other than the Designated Platforms specified in this Agreement;
(c) selling, licensing, sublicensing, or otherwise transferring any rights in the Content or Clips to any third party without the prior written consent of the Licensor;
(d) using the Content or Clips for any commercial purpose other than through the performance-based revenue sharing model established in this Agreement;
(e) removing, obscuring, or altering any copyright notices, watermarks, or other proprietary markings present in the original Content.
7.3. The Licensee shall not:
(a) create Clips that violate applicable laws, regulations, or the terms of service of any Designated Platform;
(b) use the Content to promote illegal activities, hate speech, discrimination, or content that may cause harm to minors;
(c) combine the Content with third-party materials that infringe Intellectual Property Rights or violate applicable data protection laws;
(d) artificially manipulate View Counts or engage in fraudulent practices to inflate performance metrics.
7.4. The Licensee may not distribute or monetize any Clips that have not received Approved Content status through the Platform's approval process.
7.5. Upon termination or expiration of this Agreement, the Licensee shall immediately cease all use, distribution, and monetization of Clips and remove all distributed Clips from Designated Platforms within seven (7) days of such termination.
7.6. Any violation of the restrictions set forth in this section shall constitute a material breach of this Agreement and may result in immediate termination of the license grant and potential legal action for damages.
7.2. The Licensee is prohibited from:
(a) modifying, editing, or altering any Content in a manner that misrepresents, defames, or falsely attributes statements, opinions, or actions to the Licensor;
(b) distributing Clips on any platforms other than the Designated Platforms specified in this Agreement;
(c) selling, licensing, sublicensing, or otherwise transferring any rights in the Content or Clips to any third party without the prior written consent of the Licensor;
(d) using the Content or Clips for any commercial purpose other than through the performance-based revenue sharing model established in this Agreement;
(e) removing, obscuring, or altering any copyright notices, watermarks, or other proprietary markings present in the original Content.
7.3. The Licensee shall not:
(a) create Clips that violate applicable laws, regulations, or the terms of service of any Designated Platform;
(b) use the Content to promote illegal activities, hate speech, discrimination, or content that may cause harm to minors;
(c) combine the Content with third-party materials that infringe Intellectual Property Rights or violate applicable data protection laws;
(d) artificially manipulate View Counts or engage in fraudulent practices to inflate performance metrics.
7.4. The Licensee may not distribute or monetize any Clips that have not received Approved Content status through the Platform's approval process.
7.5. Upon termination or expiration of this Agreement, the Licensee shall immediately cease all use, distribution, and monetization of Clips and remove all distributed Clips from Designated Platforms within seven (7) days of such termination.
7.6. Any violation of the restrictions set forth in this section shall constitute a material breach of this Agreement and may result in immediate termination of the license grant and potential legal action for damages.
8. Term and Termination
8.1. This Agreement shall commence on the Effective Date and shall continue indefinitely until terminated in accordance with the provisions set forth herein.
8.2. Either Party may terminate this Agreement at any time by providing thirty (30) days' written notice to the other Party through the Platform.
8.3. The Licensor may immediately revoke the license granted hereunder and terminate this Agreement with respect to specific Content or Clips without prior notice in the following circumstances:
(a) the Licensee creates or distributes Clips that have not received prior approval as Approved Content;
(b) the Licensee violates any provision of the prohibited uses set forth in this Agreement;
(c) the Licensee breaches any material term of this Agreement and fails to remedy such breach within seven (7) days of written notice;
(d) the Licensee engages in fraudulent activity or misrepresents View Count data.
8.4. The Platform may terminate this Agreement immediately if either Party violates the Platform's terms of service or applicable law.
8.5. Upon termination of this Agreement or revocation of the license:
(a) the Licensee shall immediately cease all use, distribution, and monetization of the affected Content and Clips;
(b) the Licensee shall remove all affected Clips from Designated Platforms within forty-eight (48) hours;
(c) any outstanding Payouts earned prior to termination shall remain payable subject to the terms herein;
(d) each Party shall return or destroy any confidential information belonging to the other Party.
8.6. The following provisions shall survive termination of this Agreement: intellectual property rights, payment obligations accrued prior to termination, warranties, indemnification, limitation of liability, and governing law clauses.
8.2. Either Party may terminate this Agreement at any time by providing thirty (30) days' written notice to the other Party through the Platform.
8.3. The Licensor may immediately revoke the license granted hereunder and terminate this Agreement with respect to specific Content or Clips without prior notice in the following circumstances:
(a) the Licensee creates or distributes Clips that have not received prior approval as Approved Content;
(b) the Licensee violates any provision of the prohibited uses set forth in this Agreement;
(c) the Licensee breaches any material term of this Agreement and fails to remedy such breach within seven (7) days of written notice;
(d) the Licensee engages in fraudulent activity or misrepresents View Count data.
8.4. The Platform may terminate this Agreement immediately if either Party violates the Platform's terms of service or applicable law.
8.5. Upon termination of this Agreement or revocation of the license:
(a) the Licensee shall immediately cease all use, distribution, and monetization of the affected Content and Clips;
(b) the Licensee shall remove all affected Clips from Designated Platforms within forty-eight (48) hours;
(c) any outstanding Payouts earned prior to termination shall remain payable subject to the terms herein;
(d) each Party shall return or destroy any confidential information belonging to the other Party.
8.6. The following provisions shall survive termination of this Agreement: intellectual property rights, payment obligations accrued prior to termination, warranties, indemnification, limitation of liability, and governing law clauses.
9. Warranties and Representations
9.1. Mutual Warranties. Each Party represents and warrants to the other that:
(a) it has full legal capacity and authority to enter into this Agreement and perform its obligations hereunder;
(b) the execution of this Agreement has been duly authorized by all necessary corporate or personal action;
(c) this Agreement constitutes a legal, valid, and binding obligation enforceable in accordance with its terms;
(d) the performance of its obligations under this Agreement will not violate any applicable law, regulation, or existing contractual obligation.
9.2. Licensor's Warranties. The Licensor represents and warrants that:
(a) it is the sole and exclusive owner of all Intellectual Property Rights in the Content or has obtained all necessary rights and permissions to grant the license set forth herein;
(b) the Content does not infringe, violate, or misappropriate any third-party intellectual property rights, privacy rights, or other proprietary rights;
(c) the Content complies with all applicable laws and regulations, including but not limited to content standards and community guidelines of Designated Platforms;
(d) all information provided to the Platform and the Licensee is accurate, complete, and not misleading.
9.3. Licensee's Warranties. The Licensee represents and warrants that:
(a) it possesses the necessary skills, experience, and technical capabilities to create Clips in accordance with this Agreement;
(b) all Clips created will be original editorial work that does not infringe third-party rights beyond the scope of the license granted herein;
(c) it will comply with all applicable laws, Platform terms of service, and community guidelines of Designated Platforms when creating and distributing Clips;
(d) it has not entered into any conflicting agreements that would prevent performance of its obligations under this Agreement.
9.4. Platform Disclaimer. Both Parties acknowledge and agree that:
(a) the Platform acts solely as an intermediary and makes no warranties regarding the Content, Clips, or the performance of either Party;
(b) the Platform is not responsible for verifying the accuracy of any warranties made by either Party;
(c) each Party remains solely liable for any breach of its warranties and representations set forth in this section.
(a) it has full legal capacity and authority to enter into this Agreement and perform its obligations hereunder;
(b) the execution of this Agreement has been duly authorized by all necessary corporate or personal action;
(c) this Agreement constitutes a legal, valid, and binding obligation enforceable in accordance with its terms;
(d) the performance of its obligations under this Agreement will not violate any applicable law, regulation, or existing contractual obligation.
9.2. Licensor's Warranties. The Licensor represents and warrants that:
(a) it is the sole and exclusive owner of all Intellectual Property Rights in the Content or has obtained all necessary rights and permissions to grant the license set forth herein;
(b) the Content does not infringe, violate, or misappropriate any third-party intellectual property rights, privacy rights, or other proprietary rights;
(c) the Content complies with all applicable laws and regulations, including but not limited to content standards and community guidelines of Designated Platforms;
(d) all information provided to the Platform and the Licensee is accurate, complete, and not misleading.
9.3. Licensee's Warranties. The Licensee represents and warrants that:
(a) it possesses the necessary skills, experience, and technical capabilities to create Clips in accordance with this Agreement;
(b) all Clips created will be original editorial work that does not infringe third-party rights beyond the scope of the license granted herein;
(c) it will comply with all applicable laws, Platform terms of service, and community guidelines of Designated Platforms when creating and distributing Clips;
(d) it has not entered into any conflicting agreements that would prevent performance of its obligations under this Agreement.
9.4. Platform Disclaimer. Both Parties acknowledge and agree that:
(a) the Platform acts solely as an intermediary and makes no warranties regarding the Content, Clips, or the performance of either Party;
(b) the Platform is not responsible for verifying the accuracy of any warranties made by either Party;
(c) each Party remains solely liable for any breach of its warranties and representations set forth in this section.
10. Indemnification
10.1. Each Party agrees to indemnify, defend, and hold harmless the other Party from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorney fees, that arise from or relate to:
(a) any breach of this Agreement by the indemnifying Party;
(b) any breach of the representations, warranties, or covenants made by the indemnifying Party in this Agreement;
(c) any negligent acts or omissions or willful misconduct by the indemnifying Party in connection with this Agreement.
10.2. The Licensor shall indemnify and hold harmless the Licensee and the Platform from any third-party claims alleging that the original Content infringes any copyright, trademark, or other Intellectual Property Rights, provided that the Licensee's use of such Content complies with the terms of this Agreement.
10.3. The Licensee shall indemnify and hold harmless the Licensor and the Platform from any third-party claims alleging that:
(a) the Clips created by the Licensee infringe any copyright, trademark, or other Intellectual Property Rights beyond the scope of the licensed Content;
(b) the Licensee's distribution or use of Clips violates any applicable laws or third-party rights;
(c) the Licensee has used Content outside the scope of the license granted herein.
10.4. Both Parties jointly and severally agree to indemnify and hold harmless the Platform from any claims arising from their respective breach of this Agreement or violation of applicable laws in connection with their use of the Platform services.
10.5. The indemnified Party shall promptly notify the indemnifying Party in writing of any claim for which indemnification may be sought and shall cooperate with the indemnifying Party in the defense of such claim at the indemnifying Party's expense.
10.6. The indemnifying Party shall have the right to control the defense and settlement of any indemnified claim, provided that no settlement shall be made without the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld.
10.7. The obligations set forth in this Section shall survive termination of this Agreement.
(a) any breach of this Agreement by the indemnifying Party;
(b) any breach of the representations, warranties, or covenants made by the indemnifying Party in this Agreement;
(c) any negligent acts or omissions or willful misconduct by the indemnifying Party in connection with this Agreement.
10.2. The Licensor shall indemnify and hold harmless the Licensee and the Platform from any third-party claims alleging that the original Content infringes any copyright, trademark, or other Intellectual Property Rights, provided that the Licensee's use of such Content complies with the terms of this Agreement.
10.3. The Licensee shall indemnify and hold harmless the Licensor and the Platform from any third-party claims alleging that:
(a) the Clips created by the Licensee infringe any copyright, trademark, or other Intellectual Property Rights beyond the scope of the licensed Content;
(b) the Licensee's distribution or use of Clips violates any applicable laws or third-party rights;
(c) the Licensee has used Content outside the scope of the license granted herein.
10.4. Both Parties jointly and severally agree to indemnify and hold harmless the Platform from any claims arising from their respective breach of this Agreement or violation of applicable laws in connection with their use of the Platform services.
10.5. The indemnified Party shall promptly notify the indemnifying Party in writing of any claim for which indemnification may be sought and shall cooperate with the indemnifying Party in the defense of such claim at the indemnifying Party's expense.
10.6. The indemnifying Party shall have the right to control the defense and settlement of any indemnified claim, provided that no settlement shall be made without the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld.
10.7. The obligations set forth in this Section shall survive termination of this Agreement.
11. Limitation of Liability
11.1. Subject to clause 11.2, each Party's total aggregate liability to the other Party under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the higher of:
(i) 1,000; or
(ii) the total amount of fees actually paid or payable between the Parties in the twelve (12) months immediately preceding the event giving rise to the liability.
11.2. Nothing in this Agreement excludes or limits either Party's liability for:
(i) death or personal injury caused by negligence;
(ii) fraud or fraudulent misrepresentation;
(iii) gross negligence or wilful misconduct;
(iv) breach of obligations relating to Intellectual Property Rights; or
(v) any other liability that cannot be excluded or limited by applicable law.
11.3. Neither Party shall be liable to the other for any indirect, consequential, special, punitive or exemplary damages, loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption, howsoever caused, even if such Party has been advised of the possibility of such damages.
11.4. The Platform's liability to either Party is limited to its role as an administrative intermediary and shall not exceed the Service Fees collected in relation to the specific transaction giving rise to the claim.
11.5. Each Party acknowledges that the Platform is not a party to the licensing relationship between the Parties and bears no liability for Content infringement, payment disputes, or performance of obligations under this Agreement.
11.6. The limitations and exclusions in this clause 11 shall apply to the fullest extent permitted by applicable European Union law and shall survive termination of this Agreement.
(i) 1,000; or
(ii) the total amount of fees actually paid or payable between the Parties in the twelve (12) months immediately preceding the event giving rise to the liability.
11.2. Nothing in this Agreement excludes or limits either Party's liability for:
(i) death or personal injury caused by negligence;
(ii) fraud or fraudulent misrepresentation;
(iii) gross negligence or wilful misconduct;
(iv) breach of obligations relating to Intellectual Property Rights; or
(v) any other liability that cannot be excluded or limited by applicable law.
11.3. Neither Party shall be liable to the other for any indirect, consequential, special, punitive or exemplary damages, loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption, howsoever caused, even if such Party has been advised of the possibility of such damages.
11.4. The Platform's liability to either Party is limited to its role as an administrative intermediary and shall not exceed the Service Fees collected in relation to the specific transaction giving rise to the claim.
11.5. Each Party acknowledges that the Platform is not a party to the licensing relationship between the Parties and bears no liability for Content infringement, payment disputes, or performance of obligations under this Agreement.
11.6. The limitations and exclusions in this clause 11 shall apply to the fullest extent permitted by applicable European Union law and shall survive termination of this Agreement.
12. Data Protection and Privacy
12.1. GDPR Compliance. Both Parties acknowledge their obligations under Regulation (EU) 2016/679 (General Data Protection Regulation) and applicable EU member state data protection laws, and agree to process all personal data in accordance with such requirements.
12.2. Data Controller and Processor Roles. Each Party acts as an independent data controller for personal data processed in connection with their respective activities under this Agreement, except where explicitly designated as a data processor for specific processing activities.
12.3. Platform Data Processing. The Parties acknowledge that the Platform may process personal data as necessary to facilitate the services contemplated by this Agreement, including user account information, payment details, and performance analytics.
12.4. Content-Related Personal Data.
(a) The Licensor warrants that any personal data contained within the Content has been lawfully obtained and may be processed for the purposes of this Agreement.
(b) The Licensee shall not extract, collect, or otherwise process personal data from the Content beyond what is necessary for creating Approved Content.
12.5. Data Minimization and Purpose Limitation. Each Party shall process personal data only to the extent necessary for the performance of this Agreement and shall not use such data for any other purpose without appropriate legal basis.
12.6. Data Subject Rights. Each Party shall cooperate in responding to data subject requests and shall implement appropriate technical and organizational measures to facilitate the exercise of data subject rights under GDPR.
12.7. Data Security. Both Parties shall implement appropriate technical and organizational security measures to protect personal data against unauthorized access, alteration, disclosure, or destruction.
12.8. Data Retention. Personal data shall be retained only for as long as necessary to fulfill the purposes for which it was collected or as required by applicable law, whichever is longer.
12.9. Cross-Border Transfers. Any transfer of personal data outside the European Economic Area shall be conducted in accordance with GDPR transfer mechanisms and requirements.
12.10. Data Breach Notification. Each Party shall notify the other Party and, where applicable, the Platform of any personal data breach affecting data processed under this Agreement within 72 hours of becoming aware of such breach.
12.11. Third-Party Data Sharing. Neither Party shall share personal data with third parties except as necessary for the performance of this Agreement, with appropriate legal basis, or as required by law.
12.2. Data Controller and Processor Roles. Each Party acts as an independent data controller for personal data processed in connection with their respective activities under this Agreement, except where explicitly designated as a data processor for specific processing activities.
12.3. Platform Data Processing. The Parties acknowledge that the Platform may process personal data as necessary to facilitate the services contemplated by this Agreement, including user account information, payment details, and performance analytics.
12.4. Content-Related Personal Data.
(a) The Licensor warrants that any personal data contained within the Content has been lawfully obtained and may be processed for the purposes of this Agreement.
(b) The Licensee shall not extract, collect, or otherwise process personal data from the Content beyond what is necessary for creating Approved Content.
12.5. Data Minimization and Purpose Limitation. Each Party shall process personal data only to the extent necessary for the performance of this Agreement and shall not use such data for any other purpose without appropriate legal basis.
12.6. Data Subject Rights. Each Party shall cooperate in responding to data subject requests and shall implement appropriate technical and organizational measures to facilitate the exercise of data subject rights under GDPR.
12.7. Data Security. Both Parties shall implement appropriate technical and organizational security measures to protect personal data against unauthorized access, alteration, disclosure, or destruction.
12.8. Data Retention. Personal data shall be retained only for as long as necessary to fulfill the purposes for which it was collected or as required by applicable law, whichever is longer.
12.9. Cross-Border Transfers. Any transfer of personal data outside the European Economic Area shall be conducted in accordance with GDPR transfer mechanisms and requirements.
12.10. Data Breach Notification. Each Party shall notify the other Party and, where applicable, the Platform of any personal data breach affecting data processed under this Agreement within 72 hours of becoming aware of such breach.
12.11. Third-Party Data Sharing. Neither Party shall share personal data with third parties except as necessary for the performance of this Agreement, with appropriate legal basis, or as required by law.
13. Platform Rights and Administrative Authority
13.1. Platform Role and Authority. The Platform acts as an administrative intermediary to facilitate this Agreement and is hereby granted authority to:
(a) Process and verify View Counts through integration with Designated Platform APIs;
(b) Calculate and process Payouts in accordance with the agreed Revenue Threshold and payment intervals;
(c) Deduct the Service Fee from all eligible Payouts before distribution to the Licensee;
(d) Maintain records of all Content approvals, Clip distributions, and financial transactions.
13.2. Fee Collection Authority. The Platform is authorized to:
(a) Collect the Service Fee as specified in this Agreement from all Payouts;
(b) Withhold payments pending resolution of disputes or investigation of suspected fraudulent activity;
(c) Process refunds and chargebacks in accordance with the Platform's standard procedures.
13.3. Content and Compliance Monitoring. The Platform may:
(a) Monitor Clips for compliance with this Agreement and Platform policies;
(b) Remove or disable access to Clips that violate terms or applicable law;
(c) Suspend or terminate user accounts for repeated violations or breach of this Agreement.
13.4. Data Management Rights. The Platform shall have the right to:
(a) Collect and process user data necessary for agreement administration and payment processing;
(b) Maintain analytics and performance data related to Content and Clips;
(c) Share aggregated, non-personally identifiable usage statistics with Parties.
13.5. Platform Limitations. Notwithstanding the foregoing authorities:
(a) The Platform does not acquire any Intellectual Property Rights in Content or Clips;
(b) The Platform's role is strictly administrative and does not constitute a party to the substantive licensing arrangement between Licensor and Licensee;
(c) The Platform's liability for any breach of these administrative duties shall be limited as set forth in the limitation of liability provisions of this Agreement.
13.6. Technical Infrastructure. The Platform shall maintain reasonable technical infrastructure to support the services described herein, including secure payment processing and content management systems, subject to standard industry maintenance and downtime requirements.
(a) Process and verify View Counts through integration with Designated Platform APIs;
(b) Calculate and process Payouts in accordance with the agreed Revenue Threshold and payment intervals;
(c) Deduct the Service Fee from all eligible Payouts before distribution to the Licensee;
(d) Maintain records of all Content approvals, Clip distributions, and financial transactions.
13.2. Fee Collection Authority. The Platform is authorized to:
(a) Collect the Service Fee as specified in this Agreement from all Payouts;
(b) Withhold payments pending resolution of disputes or investigation of suspected fraudulent activity;
(c) Process refunds and chargebacks in accordance with the Platform's standard procedures.
13.3. Content and Compliance Monitoring. The Platform may:
(a) Monitor Clips for compliance with this Agreement and Platform policies;
(b) Remove or disable access to Clips that violate terms or applicable law;
(c) Suspend or terminate user accounts for repeated violations or breach of this Agreement.
13.4. Data Management Rights. The Platform shall have the right to:
(a) Collect and process user data necessary for agreement administration and payment processing;
(b) Maintain analytics and performance data related to Content and Clips;
(c) Share aggregated, non-personally identifiable usage statistics with Parties.
13.5. Platform Limitations. Notwithstanding the foregoing authorities:
(a) The Platform does not acquire any Intellectual Property Rights in Content or Clips;
(b) The Platform's role is strictly administrative and does not constitute a party to the substantive licensing arrangement between Licensor and Licensee;
(c) The Platform's liability for any breach of these administrative duties shall be limited as set forth in the limitation of liability provisions of this Agreement.
13.6. Technical Infrastructure. The Platform shall maintain reasonable technical infrastructure to support the services described herein, including secure payment processing and content management systems, subject to standard industry maintenance and downtime requirements.
14. Dispute Resolution
14.1. Good Faith Negotiations. Before initiating formal dispute resolution proceedings, the Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations for a period of thirty (30) days following written notice of the dispute.
14.2. Mediation. If the dispute cannot be resolved through direct negotiations, the Parties agree to submit the dispute to mediation conducted by a qualified mediator appointed by mutual agreement or, failing agreement within fourteen (14) days, by the competent mediation center in the jurisdiction where the Platform is established.
14.3. Arbitration. If mediation fails to resolve the dispute within sixty (60) days of its commencement, either Party may submit the dispute to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce, with the seat of arbitration in the European Union member state where the Platform is registered.
14.4. Court Jurisdiction. Notwithstanding the above, either Party may seek interim or emergency relief from a court of competent jurisdiction in the European Union, and any disputes not suitable for arbitration under applicable law shall be subject to the exclusive jurisdiction of the courts of the member state where the Platform is established.
14.5. Continuing Obligations. During the pendency of any dispute resolution proceedings, both Parties shall continue to perform their respective obligations under this Agreement, except for obligations that are the subject of the dispute.
14.6. Costs and Fees. Each Party shall bear its own costs and legal fees in any dispute resolution proceedings, unless otherwise determined by the mediator, arbitrator, or court having jurisdiction.
14.7. Online Dispute Resolution. For disputes arising from online transactions, the Parties may utilize the European Commission's Online Dispute Resolution platform where applicable and appropriate.
14.2. Mediation. If the dispute cannot be resolved through direct negotiations, the Parties agree to submit the dispute to mediation conducted by a qualified mediator appointed by mutual agreement or, failing agreement within fourteen (14) days, by the competent mediation center in the jurisdiction where the Platform is established.
14.3. Arbitration. If mediation fails to resolve the dispute within sixty (60) days of its commencement, either Party may submit the dispute to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce, with the seat of arbitration in the European Union member state where the Platform is registered.
14.4. Court Jurisdiction. Notwithstanding the above, either Party may seek interim or emergency relief from a court of competent jurisdiction in the European Union, and any disputes not suitable for arbitration under applicable law shall be subject to the exclusive jurisdiction of the courts of the member state where the Platform is established.
14.5. Continuing Obligations. During the pendency of any dispute resolution proceedings, both Parties shall continue to perform their respective obligations under this Agreement, except for obligations that are the subject of the dispute.
14.6. Costs and Fees. Each Party shall bear its own costs and legal fees in any dispute resolution proceedings, unless otherwise determined by the mediator, arbitrator, or court having jurisdiction.
14.7. Online Dispute Resolution. For disputes arising from online transactions, the Parties may utilize the European Commission's Online Dispute Resolution platform where applicable and appropriate.
15. Force Majeure
15.1. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement which is due to a Force Majeure Event, being any circumstance beyond the reasonable control of the affected Party, including but not limited to: acts of God, natural disasters, war, terrorism, civil unrest, government regulations or sanctions, epidemics, pandemics, cyber attacks, widespread internet outages, or failure of essential utility services.
15.2. A Force Majeure Event shall not include: 15.2.1 financial hardship or economic conditions affecting either Party; 15.2.2 failure of the Platform's standard operational systems lasting less than 48 consecutive hours; 15.2.3 temporary unavailability of individual Designated Platforms lasting less than 72 consecutive hours; 15.2.4 strikes or labour disputes specific to either Party's business operations.
15.3. The Party affected by a Force Majeure Event shall: 15.3.1 promptly notify the other Party and the Platform in writing within seven (7) days of becoming aware of the Force Majeure Event; 15.3.2 provide reasonable evidence of the nature and extent of the Force Majeure Event; 15.3.3 use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance of its obligations.
15.4. During a Force Majeure Event: 15.4.1 the affected Party's obligations under this Agreement shall be suspended to the extent prevented by the Force Majeure Event; 15.4.2 the Licensee's right to create and distribute new Clips may be suspended; 15.4.3 payment obligations for Approved Content distributed prior to the Force Majeure Event shall remain in effect; 15.4.4 existing Clips may continue to generate revenue unless specifically prevented by the Force Majeure Event.
15.5. If a Force Majeure Event continues for more than ninety (90) consecutive days, either Party may terminate this Agreement by giving thirty (30) days' written notice to the other Party and the Platform.
15.6. Upon cessation of the Force Majeure Event, the affected Party shall promptly resume performance of its obligations under this Agreement and notify the other Party and the Platform of such resumption.
15.2. A Force Majeure Event shall not include: 15.2.1 financial hardship or economic conditions affecting either Party; 15.2.2 failure of the Platform's standard operational systems lasting less than 48 consecutive hours; 15.2.3 temporary unavailability of individual Designated Platforms lasting less than 72 consecutive hours; 15.2.4 strikes or labour disputes specific to either Party's business operations.
15.3. The Party affected by a Force Majeure Event shall: 15.3.1 promptly notify the other Party and the Platform in writing within seven (7) days of becoming aware of the Force Majeure Event; 15.3.2 provide reasonable evidence of the nature and extent of the Force Majeure Event; 15.3.3 use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance of its obligations.
15.4. During a Force Majeure Event: 15.4.1 the affected Party's obligations under this Agreement shall be suspended to the extent prevented by the Force Majeure Event; 15.4.2 the Licensee's right to create and distribute new Clips may be suspended; 15.4.3 payment obligations for Approved Content distributed prior to the Force Majeure Event shall remain in effect; 15.4.4 existing Clips may continue to generate revenue unless specifically prevented by the Force Majeure Event.
15.5. If a Force Majeure Event continues for more than ninety (90) consecutive days, either Party may terminate this Agreement by giving thirty (30) days' written notice to the other Party and the Platform.
15.6. Upon cessation of the Force Majeure Event, the affected Party shall promptly resume performance of its obligations under this Agreement and notify the other Party and the Platform of such resumption.
16. Electronic Signatures and Digital Acceptance
16.1. The Parties acknowledge and agree that this Agreement may be executed and accepted electronically through the Platform's digital interface, and such electronic execution shall constitute valid and legally binding acceptance of all terms and conditions herein.
16.2. Electronic signatures, digital acceptances, and click-through confirmations made through the Platform shall have the same legal force and effect as handwritten signatures, in accordance with Regulation (EU) No 910/2014 (eIDAS Regulation) and applicable national implementing legislation.
16.3. Each Party's electronic acceptance of this Agreement through the Platform interface, including but not limited to clicking "Accept," "Agree," or similar confirmation buttons, shall constitute that Party's electronic signature and binding commitment to the terms hereof.
16.4. The Platform shall maintain electronic records of all digital acceptances, timestamps, IP addresses, and user authentication data associated with the execution of this Agreement, which records may be relied upon as evidence of the Parties' agreement and consent.
16.5. No Party may contest the validity or enforceability of this Agreement solely on the grounds that it was entered into electronically or that electronic signatures were used in lieu of handwritten signatures.
16.6. All notices, communications, and document exchanges between the Parties may be conducted electronically through the Platform or via email to the addresses specified in the Parties section, and such electronic communications shall constitute valid legal notice.
16.7. The Parties waive any rights they may have under applicable law to require original handwritten signatures or non-electronic records, except where specifically prohibited by mandatory provisions of EU or national law.
16.2. Electronic signatures, digital acceptances, and click-through confirmations made through the Platform shall have the same legal force and effect as handwritten signatures, in accordance with Regulation (EU) No 910/2014 (eIDAS Regulation) and applicable national implementing legislation.
16.3. Each Party's electronic acceptance of this Agreement through the Platform interface, including but not limited to clicking "Accept," "Agree," or similar confirmation buttons, shall constitute that Party's electronic signature and binding commitment to the terms hereof.
16.4. The Platform shall maintain electronic records of all digital acceptances, timestamps, IP addresses, and user authentication data associated with the execution of this Agreement, which records may be relied upon as evidence of the Parties' agreement and consent.
16.5. No Party may contest the validity or enforceability of this Agreement solely on the grounds that it was entered into electronically or that electronic signatures were used in lieu of handwritten signatures.
16.6. All notices, communications, and document exchanges between the Parties may be conducted electronically through the Platform or via email to the addresses specified in the Parties section, and such electronic communications shall constitute valid legal notice.
16.7. The Parties waive any rights they may have under applicable law to require original handwritten signatures or non-electronic records, except where specifically prohibited by mandatory provisions of EU or national law.
17. Governing Law and Jurisdiction
17.1. This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, without regard to its conflict of law principles.
17.2. The parties acknowledge that German law shall apply to all matters arising under or in connection with this Agreement, including but not limited to its formation, validity, interpretation, performance, and termination.
17.3. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be subject to the exclusive jurisdiction of the competent courts of Berlin, Germany.
17.4. The parties hereby irrevocably submit to the jurisdiction of such courts and waive any objection to proceedings in such courts on the grounds of venue or forum non conveniens.
17.5. Notwithstanding clause 17.3, the Platform may bring proceedings to enforce any monetary obligations or intellectual property rights in any jurisdiction where the relevant Party has assets or where such rights may be enforced.
17.6. The parties acknowledge that this Agreement may be subject to applicable European Union regulations and directives, including but not limited to those relating to digital services, data protection, and consumer rights.
17.7. Any judgment obtained in the courts specified in clause 17.3 shall be enforceable in other European Union member states in accordance with applicable EU regulations on the recognition and enforcement of judgments.
17.8. Where any provision of this Agreement conflicts with mandatory provisions of applicable EU law, such EU law provisions shall prevail to the extent of the conflict.
17.2. The parties acknowledge that German law shall apply to all matters arising under or in connection with this Agreement, including but not limited to its formation, validity, interpretation, performance, and termination.
17.3. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be subject to the exclusive jurisdiction of the competent courts of Berlin, Germany.
17.4. The parties hereby irrevocably submit to the jurisdiction of such courts and waive any objection to proceedings in such courts on the grounds of venue or forum non conveniens.
17.5. Notwithstanding clause 17.3, the Platform may bring proceedings to enforce any monetary obligations or intellectual property rights in any jurisdiction where the relevant Party has assets or where such rights may be enforced.
17.6. The parties acknowledge that this Agreement may be subject to applicable European Union regulations and directives, including but not limited to those relating to digital services, data protection, and consumer rights.
17.7. Any judgment obtained in the courts specified in clause 17.3 shall be enforceable in other European Union member states in accordance with applicable EU regulations on the recognition and enforcement of judgments.
17.8. Where any provision of this Agreement conflicts with mandatory provisions of applicable EU law, such EU law provisions shall prevail to the extent of the conflict.
18. Amendments and Modifications
18.1. This Agreement may only be amended or modified by written agreement signed by both Parties or through the Platform's electronic modification system with documented consent from both Parties.
18.2. No oral modifications, variations, or amendments to this Agreement shall be valid or enforceable.
18.3. The Platform may propose amendments to standardized terms affecting multiple users, provided that:
(a) written notice is given to all affected Parties at least thirty (30) days prior to the proposed effective date;
(b) the proposed amendments are made available through the Platform interface; and
(c) continued use of the Platform after the effective date constitutes acceptance of such amendments.
18.4. Either Party may propose amendments specific to their bilateral relationship by providing written notice through the Platform's messaging system, which shall require express written acceptance by the other Party.
18.5. Any amendments relating to Revenue Threshold, Payout rates, or Service Fee modifications shall require explicit consent from both Parties and cannot be imposed unilaterally by the Platform.
18.6. Amendments shall become effective on the date specified in the written modification or, if no date is specified, upon execution by both Parties.
18.7. The Platform shall maintain a record of all amendments and modifications, which shall be accessible to both Parties through their respective Platform accounts.
18.8. Any purported amendment that conflicts with applicable European Union consumer protection laws shall be deemed invalid to the extent of such conflict.
18.2. No oral modifications, variations, or amendments to this Agreement shall be valid or enforceable.
18.3. The Platform may propose amendments to standardized terms affecting multiple users, provided that:
(a) written notice is given to all affected Parties at least thirty (30) days prior to the proposed effective date;
(b) the proposed amendments are made available through the Platform interface; and
(c) continued use of the Platform after the effective date constitutes acceptance of such amendments.
18.4. Either Party may propose amendments specific to their bilateral relationship by providing written notice through the Platform's messaging system, which shall require express written acceptance by the other Party.
18.5. Any amendments relating to Revenue Threshold, Payout rates, or Service Fee modifications shall require explicit consent from both Parties and cannot be imposed unilaterally by the Platform.
18.6. Amendments shall become effective on the date specified in the written modification or, if no date is specified, upon execution by both Parties.
18.7. The Platform shall maintain a record of all amendments and modifications, which shall be accessible to both Parties through their respective Platform accounts.
18.8. Any purported amendment that conflicts with applicable European Union consumer protection laws shall be deemed invalid to the extent of such conflict.
19. Severability
19.1. If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be deemed severed from this Agreement and the remaining provisions shall continue in full force and effect.
19.2. Where a provision is severed pursuant to clause 19.1, the Parties shall negotiate in good faith to replace the invalid provision with a valid and enforceable provision that achieves, as closely as possible, the original commercial intent and economic effect of the severed provision.
19.3. If the severed provision is so fundamental to this Agreement that its removal would frustrate the essential purpose of the Agreement or render performance impossible, either Party may terminate this Agreement upon thirty (30) days' written notice to the other Party.
19.4. The invalidity or unenforceability of any provision in one jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction where this Agreement may be enforced.
19.5. No modification or replacement of any severed provision shall be effective unless agreed to in writing by both Parties in accordance with the amendment procedures set forth in this Agreement.
19.2. Where a provision is severed pursuant to clause 19.1, the Parties shall negotiate in good faith to replace the invalid provision with a valid and enforceable provision that achieves, as closely as possible, the original commercial intent and economic effect of the severed provision.
19.3. If the severed provision is so fundamental to this Agreement that its removal would frustrate the essential purpose of the Agreement or render performance impossible, either Party may terminate this Agreement upon thirty (30) days' written notice to the other Party.
19.4. The invalidity or unenforceability of any provision in one jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction where this Agreement may be enforced.
19.5. No modification or replacement of any severed provision shall be effective unless agreed to in writing by both Parties in accordance with the amendment procedures set forth in this Agreement.
20. Entire Agreement
20.1. This Agreement, together with any schedules and exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to such subject matter.
20.2. No representations, warranties, or agreements have been made or relied upon by either Party other than those expressly set forth in this Agreement.
20.3. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties or through the Platform's designated modification procedures where both Parties provide express consent.
20.4. Any conflicting terms contained in purchase orders, invoices, or other documents exchanged between the Parties shall be of no force or effect and shall not modify the terms of this Agreement.
20.5. The Platform's terms of service and privacy policy are incorporated herein by reference to the extent they do not conflict with the express terms of this Agreement, in which case this Agreement shall prevail.
20.2. No representations, warranties, or agreements have been made or relied upon by either Party other than those expressly set forth in this Agreement.
20.3. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties or through the Platform's designated modification procedures where both Parties provide express consent.
20.4. Any conflicting terms contained in purchase orders, invoices, or other documents exchanged between the Parties shall be of no force or effect and shall not modify the terms of this Agreement.
20.5. The Platform's terms of service and privacy policy are incorporated herein by reference to the extent they do not conflict with the express terms of this Agreement, in which case this Agreement shall prevail.
Updates to This Policy
We may update this Content Copyright Policy from time to time. We will notify users of any significant changes by posting a notice on our Platform or by sending an email to registered users. Your continued use of the Platform after such notice constitutes your acceptance of the changes.
Clipnity
Email: contact@clipnity.com
Address: Oberdorf 31, 99947 Bad Langensalza Germany
Last Updated: July 27, 2025
Email: contact@clipnity.com
Address: Oberdorf 31, 99947 Bad Langensalza Germany
Last Updated: July 27, 2025