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End User License Agreement

14 June 2023

Please read this End User License Agreement (“EULA”) before You purchase a License Key for Clipsmash,  and subsequently download and use Clipsmash.

By purchasing a License Key and/or downloading and using Clipsmash, You agree, without reservation, to be bound by the terms of this EULA. If You do not agree with the terms of this EULA, please do not purchase a License Key and/or download and use Clipsmash.

If You accept the terms and conditions in this EULA on behalf of a company or other legal entity, You warrant that You have full legal authority to accept the terms and conditions in this EULA on behalf of such company or other legal entity, and to legally bind such company or other legal entity.

 

Age Requirements

You must be at least 13 years old to download Clipsmash; however, children of all ages may use Clipsmash with the permission of a parent or legal guardian.

 

Permission by Parent or Guardian

If You are under 18, You represent that You have Your parent or guardian’s permission to use Clipsmash. Please have them read this Agreement with You.

If You are a parent or legal guardian of a user under the age of 18, by allowing Your child to use Clipsmash, You are subject to the terms of this Agreement and responsible for Your child’s activity on Clipsmash.

 

Use of Clipsmash by Businesses

If You are using Clipsmash on behalf of a company or organization, You represent that You have authority to act on behalf of that entity, and that such entity accepts this Agreement.

 

Definitions

In this EULA the expressions below shall have the meaning assigned to them in this clause, unless the context requires otherwise:

  • “Activate” turning the Trial version into the Full version of the same application with the License Key provided by Clipsmash;
  • “Beta Program” is an opportunity for selected users to download and use Clipsmash for a period of time at the discretion of RCXP. The program may include incentives to give feedback to RCXP. The beta license is 60 days.
  • “Documentation” the detailed information about Clipsmash, its features and the system requirements if made available on the website of Clipsmash, as amended from time to time;
  • “Full version” the license for Clipsmash for the term specified on the webpage of the store or App store where You purchase the license, or in any applicable agreement concerning the purchase of the license (as stand-alone product or as part of a subscription) to use Clipsmash;
  • “License Key” a unique code provided by Clipsmash, which enables You to activate the Trial version or Full version by entering the code into Clipsmash and to subsequently use Clipsmash during the applicable license term;
  • “Open Source Software” any software that requires as a condition of use, copying, modification and/or distribution of such software that such software or other software incorporated into, derived from or distributed with such software (a) be disclosed or distributed in source code form, and (b) be licensed for the purpose of making and/or distributing derivative works, and (c) be redistributable at no charge;
  • “Clipsmash” any software application and/or all of the contents of the files and/or other media, including software setup files, licensed to You by Clipsmash, including any Updates; Clipsmash is a trademark of RCXP; All Rights reserved;
  • “RCXP” Rivet CX Products, Inc, a New York corporation with an office at 11 Schoen Place, Pittsford NY 14534 USA.;
  • “Trial version” the license for Clipsmash for the term of 7 days to Use Clipsmash for the sole purpose of testing and evaluating Clipsmash;
  • “Updates” any modified versions and updates of, and additions to Clipsmash (excluding upgrades of Clipsmash);
  • “Use” the access, download, install, copy or get benefit from using Clipsmash in accordance with the documentation;
  • “You” You, the final and ultimate user of Clipsmash or the authorized representative of a company or other legal entity that will be the final and ultimate user of Clipsmash, and the company or other legal entity that will be the final and ultimate user of Clipsmash, as applicable.
 

General

  1. This EULA applies to any licenses granted to You by RCXP for the use of Clipsmash.

  2. By purchasing a License Key for Clipsmash and/or downloading and using Clipsmash, You enter into this EULA with Clipsmash.

  3. This EULA may be modified from time to time. RCXP will notify You of such modifications on its website or otherwise, e.g. by using the email address used for the provision of the License Key. Any modifications to this EULA shall only apply upon acceptance by You.

License

  1. RCXP grants You a non-exclusive, non-transferable, limited, revocable license to Use Clipsmash in accordance with this EULA. RCXP reserves all rights not expressly granted to You.

  2. RCXP is and remains the owner of any intellectual property rights with respect to Clipsmash. You shall not acquire any ownership to Clipsmash as result of Your purchase of the License Key or Your Use of Clipsmash.

Permitted use and restrictions

  1. In order to be able to install Clipsmash and receive Updates and upgrades, Your computer must have access to the Internet and meet the system requirements described in the Documentation that can be found on the webpage: https://www.Clipsmash.io/updates/.

  2. You may Use Clipsmash on one computer only, unless You have purchased (a) a volume license or (b) more than one Full version or Trial version. In the event You have purchased a volume license or more than one Full version or Trial version, the number of computers You may Use Clipsmash on shall not exceed the number of the Full versions or Trial versions purchased. If You exceed the limit, RCXP may block any or all of Your License Keys.

  3. You shall Use the Full version or Trial version in accordance with applicable laws and shall not:

    1. use the Trial version on any system where the Trial version was previously Used and expired;

    2. rent, lease, lend, sell, redistribute, sublicense or otherwise commercially exploit the License Key, the Full version or the Trial version;

    3. assign the License Key, the Full version or the Trial version without prior written approval of Clipsmash;

    4. Use the Full version or the Trial version for any unlawful or illegal activity, or to facilitate an unlawful or illegal activity;

    5. delete or alter any disclaimers, warnings, copyright or other proprietary notices accompanying Clipsmash; or

    6. copy (except as otherwise provided in this EULA), adapt, translate, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or create derivative works of Clipsmash and the License Key or any parts thereof, except to the extent permitted by applicable law.

  4. RCXP warrants that it has the right to provide the Software to You hereunder. RCXP provides the Software to You “as is.” Clipsmash makes no warranties or representations that the Software is free of errors or defects, or that it adequately performs the functions it is intended to perform. RCXP is under no obligation to update or correct defects or errors in the Software. If RCXP does provide You with Updates or corrections, the terms and conditions of this Agreement shall apply.

  5. RCXP may modify Clipsmash at any time at its sole discretion and without notice to You, for example to comply with applicable law or a court order, to avoid a third party infringement claim or to provide Updates and upgrades.

  6. Certain components of Clipsmash are Open Source Software and licensed under the terms of the applicable license(s) of the Open Source Software. You shall adhere to these terms and conditions.

  7. You agree not to use Clipsmash to create content promoting: hatred or violence against any individual or group; violent , harmful or dangerous activities; criminal or terrorist organizations; or constituting harassment or cyberbulling. If RCXP becomes aware of usage in violation of these policies, RCXP has the right to block any or all of Your License Keys.

Intellectual Property

  1. You have all intellectual property rights necessary to utilize the Clipsmash software.

  2. Clipsmash is not liable for any content utilized by You within Clipsmash.

  3. Clipsmash is not liable if You infringe on the Intellectual Property rights of any third party through the use of their Content or otherwise.

  4. All functionality of the application, its design, processes and methods belongs to RCXP.

Content

  1. The content on the Service includes videos, audio (for example music and other sounds), graphics, photos, text (such as comments and scripts), branding (including trade names, trademarks, service marks, or logos), interactive features, software, metrics, and other materials whether provided by You, RCXP or a third-party (collectively, “Content”).

  2. Content is the responsibility of the person or entity that provides it for use with Clipsmash.

  3. All Content created using the clipshash application, in final outputted form or in-progress draft form, belongs to You and You have sole responsibility for such Content. You agree to indemnify and hold RCXP harmless from any loss or damages to You related to, or associated with the Content You create.

  4. You may access and use Clipsmash as made available to You, as long as You comply with this Agreement and applicable law. You may view or listen to Content for Your personal, non-commercial use. You may also show Clipsmash videos through the embeddable Clipsmash player.

  5. The Content You submit must not include third-party intellectual property (such as copyrighted material) unless You have permission from that party or are otherwise legally entitled to do so. You are legally responsible for the Content You utilize witho Clipsmash. We may use automated systems that analyze Your Content to help detect infringement and abuse, such as spam, malware, and illegal content.

  6. Content needs to adhere to the same guidelines as current in the YouTube Community Guidelines. 

Maintenance and support

  1. RCXP is constantly changing and improving the software. We may also need to alter or discontinue Clipsmash or any part of it, in order to make performance or security improvements, change functionality and features, make changes to comply with law, or prevent illegal activities on or abuse of our systems. These changes may affect all users, some users or even an individual user. Whenever reasonably possible, we will provide notice when we discontinue or make material changes to Clipsmash that will have an adverse impact on the use of our software. However, You understand and agree that there will be times when we make such changes without notice, such as where we feel we need to take action to improve the security and operability of Clipsmash, prevent abuse, or comply with legal requirements.

  2. Clipsmash will notify You of any available Updates and upgrades.

  3. You will be entitled to receive Updates free of charge
    during a period of twelve (12) months following Your purchase of the License Key for the Full version. In order to receive Updates after this twelve months’ period, You will need to renew Your License Key for the Full version.

  4. You can download available Updates and upgrades from the website of Clipsmash.

  5. Any maintenance and support provided by Clipsmash, including the provision of Updates and upgrades, will be provided in an adequate way on an “as is” basis without any warranty, as soon as reasonably practicable, subject to availability of personnel.

Use of data

  1. RCXP and its affiliates may periodically collect and use technical and related data concerning Clipsmash from You, including about the version number of Clipsmash You have installed and about the system on which You have installed Clipsmash. RCXP will use such data to facilitate maintenance and support with respect to Clipsmash, to improve its products and to provide further services or technologies to You.

  2. RCXP may process and store personal data with respect to You, if and to the extent necessary to provide the License Key, to provide maintenance and support to You with respect to Clipsmash and to comply with its obligations under this EULA. To the extent RCXP does so, it will comply with its obligations under applicable data protection laws. Please see our privacy statement for more details on the protection and use of Your personal data that RCXP has collected and received through its website.

  3. You grant to RCXP the right to monetize Your Content on Clipsmash (and such monetization may include displaying ads on or within Content or charging users a fee for access). This grant does not entitle You to any payments from RCXP or other parties.

Disclaimer

  1. You Use Clipsmash at Your own risk and the entire risk as to satisfactory quality, performance and accuracy is with You.

  2. Clipsmash and accompanying documentation are provided on an “as is” and “as available” basis without warranty – express or implied – of any kind, and RCXP specifically disclaims the warranty of fitness for a particular purpose. No oral or written advice given by RCXP, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of this warranty and You may not rely upon such information or advice.

     

Liability limitation

  1. The liability of RCXP and any third party that has been involved in the creation, production, or delivery of Clipsmash for all damages arising out of or in any way relating to the Full version or the Trial version, the License Key, Clipsmash and/or this EULA shall in no event exceed the total amount of the license fee paid for the current year.

  2. Neither RCXP nor any third party that has been involved in the creation, production, or delivery of Clipsmash are under any circumstances liable for consequential or indirect damages (including damage for loss of profit, business interruption, loss of data, and the like arising out of the use or inability to use Clipsmash).

Termination

  1. This EULA will continue to be in force until the expiry or termination of the Full version, or the Trial version.

  2. The Full version or Trial version will terminate automatically at the end of the applicable license term, unless renewed or Activated prior to the end of the applicable license term.

  3. RCXP is entitled to terminate the Full version or the Trial version by blocking the License Key during the license term with immediate effect and without prior notice in the event You fail to comply with the terms in this EULA, in the event You fail to pay Your license fee for the License Key within the applicable payment term, in the event Your renewal license fee has not been paid within the applicable payment terms, if the License Key is transferred to another owner without the prior written consent of RCXP or in the event Clipsmash is required to do so by law or an order of an applicable court.

  4. Upon termination of the Full version or the Trial version, You shall cease all use of Clipsmash.

  5. You acknowledge that the provisions of this EULA, which by their nature are intended to survive termination, will remain in effect after termination of this EULA.

     

Complete Agreement

This Agreement constitutes the complete and exclusive statement of the terms of agreement between the parties hereto and supersedes any and all prior express implied agreements or understandings between the parties hereto concerning the subject matter hereof. No
amendment, waiver or other alteration of this Agreement may be made except by mutual agreement in writing.


If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected thereby and the parties shall negotiate replacement provisions for those provisions which are held invalid, illegal or unenforceable which as closely as possible express the intent of those provisions.

 

Governing law and disputes

  1. This EULA shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed wholly within the state, excluding its conflicts of law rules.

  2. Any dispute between RCXP and You shall exclusively be submitted to the state or federal court in Monroe County, New York State, United States of America.