Terms of Use
This Website (the “Website”) is operated by NY Clips LLC (hereinafter ”NY Clips”, “we”, “us”, “our” and/or similar references). Please read these Terms of Use (hereinafter “TOU”) carefully before accessing or using the Website. These TOU limit our liability and may substantively affect your rights. By accessing or using the public or private portions of the Website, you accept and agree to be bound by these TOU. If you are accessing or using the Website on behalf of your employer or another person or entity, you represent and warrant that you have full legal authority to bind such employer or other person or entity. If you do not have such authority or you do not agree with these TOU, do not access or use the Website.
Your Use of our Website
You may use the Website only in accordance with and subject to these TOU and the Website’s Privacy Policy (the “Privacy Policy”) and all applicable laws and regulations. In addition, should you choose to become a Contributor or a Licensee, or are acting as a Representative of the same, you must agree to the terms of the Contributor Agreement or the License Agreement (hereinafter, the “Agreements”), as applicable. Regardless of whether you choose to become a Contributor and/or a Licensee, please review the Agreements carefully, as certain terms which are defined within the Agreements are also applicable to these TOU, and said Agreements are contained herein by reference.
We make no representations that materials on the Website are appropriate or available for use in locations other than the United States. Those who choose to access this Website from locations outside the Unites States must do so on their own initiative and are responsible for compliance with all local laws. If you do not agree to and accept, without limitation or qualification, these Terms of Use (“TOU”), please exit our Website. You may not use or export the contents of the Website in violation of U.S. export laws and regulations.
Your Communication on our Website
Our Website enables you, or may in the future enable you, to submit comments, ideas, questions or other material (“Submission(s)”). In the interests of clarity, these Submissions do not include the Content submitted by Contributors or their Representatives according to the terms of the Contributor Agreement found on the Website. Please be aware that any Submissions you communicate to NY Clips, through the Website or otherwise, will be treated as non-confidential and non-proprietary. All rights, title and interest in such Submissions shall be the exclusive property of NY Clips with no compensation to you, and we may use such Submissions in any way, without limitation, and without compensation to you. To be clear, we have the right, but not the obligation, to monitor, decline, translate, modify, reformat, edit, distribute, derive, remove, transmit, display and perform, publicly or otherwise, all or any portion of any Submission in any media now known or hereafter developed for NY Clips’ business purposes, and to sublicense the foregoing rights, through corporate structures to the maximum extent permitted by applicable law. The foregoing licenses shall survive termination of these TOU for any reason.
Furthermore, for each Submission, you represent and warrant that you have all rights necessary for you to grant the licenses granted herein (including any music or sound rights embedded therein) and that such Submissions and the submission thereof to our Website complies with all applicable laws, rules and regulations and does not infringe on the intellectual property or other rights of any third party. Your further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory. Additionally, you acknowledge and agree that NY Clips may have something similar to the Submissions already under consideration or in development. NY Clips has no control over and shall have no liability for any damages related to or resulting from the use of your public Submissions by a third party. If you choose to make any of your personally identifiable or other information publicly available in a Submission, you do so at your own risk. However, any personal data, such as your name, address, telephone number or email address, which you transmit to our Website electronically, shall be used in accordance with our Privacy Policy.
Permitted Uses and Restrictions
Personal, Non-Commercial Use
Provided and for so long as you comply with these TOU, NY Clips grants you a limited, non-transferable right to download watermarked, thumbnail versions of any Content and the information regarding such Content that is displayed on the Website solely for the purpose of evaluating whether you wish to purchase a license to the Content under the License Agreement. You may use Previews and Content Information solely for your internal evaluation and for no longer than sixty (60) days from the date of download. You may not copy, distribute, publish, display, sublicense, make available, or otherwise use this Content in any way for any other purpose unless and until you purchase a license to the Content under the terms of the License Agreement.
You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the Website so long as the link does not portray NY Clips, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive manner, or encourage others to copy, print or otherwise retain Content on the Website without first Obtaining a License or prior written permission pertaining to said Content. You may not use any logo or other proprietary graphic or trademark belonging to NY Clips or its affiliates as part of the link without NY Clips’ express written permission.
Inappropriate Web Activity
All copying, printing or retention of any Content on the Website, without first obtaining a License or prior written permission pertaining to said Content, whether in electronic, hard copy or other format, is prohibited and all other rights are reserved.
You may not use the Website for any purpose that is unlawful or otherwise prohibited by these TOU, or to solicit the performance of any illegal activity or other activity which infringes anyone’s rights or is otherwise prohibited by these TOU. Notwithstanding any other rights or restrictions in these TOU, you may not use this Website to: (a) transmit via or through the Website any information, data, text, images, files, links, or software except in connection with your authorized use of this Website or otherwise in response to specific requests for information by us; (b) introduce to the Website or any other computer any viruses, worms, Trojan horses and/or harmful code; (c) obtain unauthorized access to any computer system; (d) impersonate any other person; (e) invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity; (f) misrepresent the identity of a user or use a false e-mail address; (g) tamper with or obtain access to this Website or any component of this Website; (h) conduct fraudulent activities; or (i) collect or harvest information regarding other users of the Website for any reason whatsoever, including, without limitation, for sending such users unsolicited commercial e-mail.
Use of Automated Systems
You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Website in a manner that sends more request messages to NY Clips’ servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, NY Clips grants the operators of public search engines permission to use spiders to copy materials from the Website for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. NY Clips reserves the right to revoke these exceptions either generally or in specific cases.
Links
This Website may contain links to other websites. NY Clips is not responsible for the availability of, or any content or material contained in, or obtained through, any such websites. Any link to another website and reference to third-party information, products or services linked to by this Website, is not, and should not be construed as, an express or implied endorsement by NY Clips. Any questions or comments relating to such other websites should be addressed to the operators of those websites.
Copyright
The Website and all its contents including, but not limited to, all Website design, text, graphics, the selection and arrangement thereof (the “Site Design”), are our copyright with all rights reserved unless otherwise noted. Any element of the Website Design that is a trademark, logo or service mark may also be a registered and/or unregistered trademark of NY Clips or others. Your use of any part of the Site Design, except as provided in these TOU, without prior written permission, is strictly prohibited. You are also advised that NY Clips will aggressively enforce its intellectual property rights to the fullest extent of the law.
You may not copy, use or retransmit anything from or on the Website without permission. Any commercial or promotional distribution, publishing or exploitation of the Website or any of its content, code, data or materials thereon is strictly prohibited. You are prohibited from engaging in any conduct that interferes with the technological operation of the Website or that tampers with any copyright protection applicable to the content of the Website. Ignoring this policy may result in copyright, trademark or other intellectual property violations.
Trademarks
Our Website includes protectable service marks, trademarks and trade dress owned and/or licensed by NY Clips and its affiliates. Any use of our service marks, trademarks or trade dress including, reproduction for purposes other than those noted above, modification, distribution, or republication, without the prior written permission of NY Clips, is strictly prohibited. All trademarks not owned or exclusively licensed by NY Clips and its affiliates that appear on the Website are the property of their respective owners.
General Disclaimer
We provide our Website and its contents, on an "as is" basis and make no representations or warranties of any kind with respect thereto. In addition, although we make an effort to keep our Website current and accurate, we do not represent or warrant that the information accessible via our Website is accurate or complete. In addition, current pricing and availability information is subject to change without notice. NY Clips assumes no responsibility for any problems or technical malfunction to telephone networks or lines, computer online systems, servers or providers, computer equipment, software, failure of email, email traffic congestion or any combination thereof, including any injury or damage resulting from any such problems or malfunctions. The Website is provided without any representations or warranties of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, non-infringement, security and accuracy (all of which are disclaimed). NY Clips does not represent or warrant that your use of the Website will be uninterrupted, error free, secure, free of viruses or other harmful components, or that the content is accurate or correct. Your use of this Website is solely at your own risk. Because some jurisdictions do not permit the exclusions of certain warranties some of these exclusions may not apply to you.
Limitation of Liability
Under no circumstance shall NY Clips or the managers, directors, officers, employees, agents, contractors, counsel, successors and assigns for NY Clips or any affiliates be liable to you or any third party for any damages or injury, whether direct, indirect, punitive, incidental, special or consequential that results from loss of data, loss of income or profit, the use of or inability to use this Website or any portion thereof including, without being limited thereto, any offering that may be made therein, even if NY Clips has been advised of the possibility of such damages. This limitation of liability applies whether the alleged liability is based on contract, tort, negligence, strict liability or any other basis, even if NY Clips had been advised of the possibility of such liability. The total liability of NY Clips to you for all losses, damages and causes of action (in contract, tort, including without limitation, negligence or otherwise) will not be the lesser of the amount you paid to access the Website or One Thousand ($1,000.00) U.S. Dollars. Because some jurisdictions do not allow the exclusion of incidental or consequential damages the liability of NY Clips in such jurisdiction shall be limited to the extent permitted by the law thereunder.
Indemnity
You agree to defend, indemnify and hold harmless NY Clips and any other party involved in creating, producing or delivering the Website, and their respective directors, members, officers, employees, agents, shareholders, licensors and representatives, from and against all claims, losses, costs and expenses (including without limitation lawyers' fees) arising out of (a) your use of, or activities in connection with, the Website; (b) any violation of these Terms of Use by you or through your account; or (c) any allegation that any Submission infringes or otherwise violates the copyright, trademark, trade secret, privacy or other intellectual property or other rights of any third party.
Termination
You agree that NY Clips, in its sole discretion and without prior notice, may terminate, suspend or limit your access to or use of the Website at any time and for any reason. Cause for such termination, limitation of access or suspension shall include, but not be limited to, (a) a breach or a violation of the TOU or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) discontinuance or material modification to the Website (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity, and/or (f) engagement by you in fraudulent or illegal activities.
Further, you agree that all terminations, limitations of access and suspensions for cause shall be made in NY Clips' sole discretion and that NY Clips shall not be liable to you or any third party for any termination of your access to the Website. Upon any such termination, your right to use the Website will immediately cease. You agree that NY Clips will not be liable to you or any third party for any termination of your access to the Website or to any such information or files, or will be required to make such information or files available to you after any such termination.
Filtering
Pursuant to 47 U.S.C. § 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors.
Children
This Website is designed and intended for use by adults only. If you are under 18, you may use this Website only with involvement of a parent or guardian. If you are a parent or legal guardian, you must monitor and supervise the use of this Website by children, minors and others under your care. You agree to be responsible for their use of this Website.
Notices
NY Clips may change these TOU and the guidelines, policies, restrictions and agreements on the Website at any time and from time to time without notice. You are cautioned to review the TOU and the guidelines, policies, restrictions and Agreements posted on the Website periodically. Your continued access to or use of the Website after any such changes are posted will constitute your acceptance of and agreement to the changes.
Regardless of the foregoing, NY Clips may provide you with notices, including those regarding changes to the TOU, by means including, but not limited to, email, regular mail, SMS, MMS, text message, postings on the Website, or other reasonable means now known or hereafter developed. Such notices may not be received if you violate this TOU by accessing the Website in an unauthorized manner. Your agreement to this TOU constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed the Website in an authorized manner.
Information, Complaints or Violations
If you have a question or complaint regarding the Website, or if you would like to report a violation of these TOU, please send an e-mail to support@nyclips.com. You may also contact us by writing to:
NY Clips LLC
1732 1st Ave #8883
New York, NY 10128
Void Where Prohibited
Although this Website is accessible worldwide, not all services discussed or referenced in this Website are available to all persons or in all geographic locations or jurisdictions. We reserve the right to limit the availability of this Website and/or the provision of any service to any person, geographic area or jurisdiction we so desire, at any time and in our sole discretion.
General Information
Ability to Accept Terms of Use
You affirm that you are either more than 18 years of age, an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. In any case, you affirm that you are over the age of 13, as the Website is not intended for children under 13.
Entire Agreement
These TOU govern your use of the Website, superseding any prior version of the TOU between you and NY Clips with respect to the Website. Unless otherwise specified herein, these TOU, together with the Privacy Policy, constitute the entire agreement between you and NY Clips with respect to the terms contained herein and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and NY Clips with respect to these terms. In the interests of clarity, and as noted earlier, these TOU incorporate by reference the NY Clips Privacy Policy, the NY Clips Contributor Agreement and the NY Clips License Agreement.
Choice of Law and Forum
You and NY Clips each agree that the TOU and the relationship between the parties shall be governed by the laws of the State of New York without regard to its conflict of law provisions and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to the TOU, or the relationship between you and NY Clips, shall be brought exclusively in the courts located in the county of New York, the U.S. District Court for the Southern District of New York. You and NY Clips agree to submit to the personal jurisdiction of the courts located within the county of New York, Southern District of New York, and agree to irrevocably waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts. In addition, you expressly waive any right to a jury trial in any legal proceeding against NY Clips or their respective officers, members, directors, employees, agents or successors under or related to these Terms of Use.
Waiver and Severability of Terms
The failure of NY Clips to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU remain in full force and effect.
Assignment
These TOU, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by NY Clips without restriction.
No Third-Party Beneficiaries
You agree that, unless otherwise stated in these TOU, the Privacy Policy, or the Agreements, there shall be no third-party beneficiaries to these TOU.
Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to use of the Website or the TOU must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Titles
The section titles in the TOU are for convenience only and have no legal or contractual effect.
Terms and Condition Changes
NY Clips may, at any time, revise these Terms of Use by updating this posting. You continued use of our Website indicates your consent to such Terms of Use. You are bound by any revisions and should therefore periodically visit this page to review the then current Terms of Use.
Date Last Modified:
Last updated May 8, 2015.
