TERMS OF SERVICE
Last Updated: October 5, 2022
1. Welcome; Acceptance of Terms. Welcome to CenterClip (the “Platform”), which is provided by CenterClip Inc. (“CenterClip”, “we”, or “us”). You are reading the terms of service (the “Terms”), which govern the relationship and serve as an agreement between you and CenterClip and set forth the terms and conditions upon which you may access and use the Platform along with all related websites, products, applications, content, and services (collectively, the “Services”). By using any of the Services, you are agreeing to these Terms, whether or not you are a registered User of the Platform. The Terms may be updated from time to time without notice to you. However, you can always find the latest Terms at www.centerclip.com/privacy and should check regularly for updates and changes.
These Terms apply to all users of the Platform, including without limitation content creators (“Content Creators”) that publish or post Content (as defined below) to the Platform and registered and unregistered users (collectively with Content Creators, the “Users”) that access or share such Content.
IF YOU DO NOT AGREE TO THE CURRENT TERMS AND CONDITIONS, PLEASE DO NOT USE THE PLATFORM OR ANY OF THE SERVICES, SINCE YOUR USE CONSTITUTES ACCEPTANCE OF ALL OF THE MOST CURRENT TERMS AND CONDITIONS FOR ITS USE.
2. Description of the Services. The Platform is a mobile application that makes available a collection of resources to Users and Content Creators. Content Creators can create Content (as defined by Section 4 below). Users may select favorites, edit, rate, comment and read other people's Content.
THE SERVICE IS PROVIDED “AS IS” AND CENTERCLIP ASSUMES NO RESPONSIBILITY FOR TIMELINESS, NON-DELIVERY, OR FAILURE TO STORE ANY COMMUNICATION, WRITING, IMAGE, OR PERSONALIZATION SETTINGS. ADDITIONALLY, CENTERCLIP PROVIDES INFORMATION WITHOUT WARRANTY OF ANY KIND AND AS SUCH, THE COMPANY IS NOT RESPONSIBLE OR LIABLE FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, OR RELIABILITY OF THE INFORMATION.
Unless explicitly stated otherwise, any new features which augment or enhance the Services, including without limitation the release of new CenterClip properties, are subject to the then current Terms.
All Users and Content Creators must abide by the Terms. If a User fails to follow any of the guidelines and/or rules of behavior, CenterClip can discontinue their ability to use the site at any time. In addition, we have the right to delete any piece of Content, and provide comment on any topic or profile we find objectionable in our reasonable discretion.
You may only use the Platform for purposes expressly permitted by the Terms. As a condition of your use of the Platform and the Services, you represent and warrant to CenterClip that you will not use the Platform or any of the Services for any purpose that is unlawful, offensive, and/or prohibited by these Terms.
You alone are totally responsible for any activity that takes place on CenterClip under your name and password. If you become aware of any unauthorized use of your username and/or password it is your responsibility to notify CenterClip immediately. It is up to you to maintain the confidentiality of your password and username at all times.
You understand that you may receive business-related communications from CenterClip such as service announcements and account administrative notices and you agree that these communications are not “unsolicited commercial email advertisements” and thus, subject to all applicable laws, you agree to receive them and you will not be able to opt out of receiving such communications.
Due to your continued use of the Services, you also understand and agree that the Services will also include advertisements.
You agree that such advertisements are not “unsolicited commercial email advertisements” and, subject to all applicable laws, you agree to receive them and you will not be able to opt out of receiving such communications. You understand and agree that your correspondence or business dealings with, or participations in promotions of, advertisers found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the advertiser. You agree that CenterClip shall not be responsible or liable for any loss or damage incurred as the result of such dealings or as the result of the presence of such advertisers on the Services.
You understand that you are responsible for obtaining access to the Services and that access may involve third party fees. You are totally responsible for obtaining such access and paying those fees.
YOU MUST BE AT LEAST 16 YEARS OF AGE TO ACCESS AND VIEW THE SERVICE, AND MUST BE AT LEAST 18 YEARS OF AGE TO ACCESS AND USE ANY “ADULT” DESIGNATED PORTIONS OF THE SERVICE. IF YOU ARE YOUNGER THAN 16, DO NOT USE THIS SERVICE FOR ANY PURPOSE AS IT IS NOT INTENDED FOR USE BY CHILDREN.
3. Rules of Behavior.
You are solely responsible for your own communications and Content including any data, images, graphics, text, audio, video, email, links, and/or screen names you post to the site. You agree to use the Services to post and receive communications and Content that are legal and proper.
You must not abuse, defame, harass, stalk, threaten, intimidate, or otherwise violate the legal rights of others.
You must not violate the privacy or publicity rights of others.
You must not upload, post or link to any material that is inappropriate, defamatory, infringing, obscene, vulgar, libelous, racially or ethnically hateful, objectionable, or unlawful (or promote or provide instructional information about illegal activities or communications that could reasonably cause damage, loss, harm, or injury to any individual or group).
You must not post, upload or link to (a) anything that promotes or distributes pyramid schemes or chain letters, or (b) other disruptive, illegal or immoral communications of any kind.
You must not post, upload or link to anything that could potentially exploit or harm children by exposing them to inappropriate Content, asking for personally identifiable details or information, or otherwise exposing them to materials or information which in any way could cause damage, injury, or harm of any kind.
You must not post, upload or link to anything that harvests or otherwise collects information about other users, including without limitation addresses, phone numbers, e-mail addresses, and/or health or financial information of any kind, without the users’ prior express consent in each instance.
You must not post, upload or link to anything that advertises any commercial endeavor (e.g., offering for sale any products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services), or solicits funds, advertisers or sponsors for any purpose.
You must not upload or post anything that infringes any patent, trademark, copyright, trade secret or other intellectual property or other legal right of a third party without prior written permission from the third party in each instance, which written permission you agree to disclose to us at any time on our request (subject to all applicable laws). You must not intentionally download any material that you know or should reasonably know cannot be distributed legally.
You must not impersonate another person, group of people, or entity at any times, which includes not using anyone else's username or password.
You must not use the Services for any illegal, immoral, or unauthorized purpose.
You must abide by all applicable Federal, State and local laws. If you are outside the United States, you must comply with all local laws as well with respect to your online conduct and acceptable Content including without limitation the exportation of data to the United States or to your country or residence.
You cannot modify, edit, or delete any Content and communications of the CenterClip site and/or of other individuals other than your own Content.
You must not transmit any viruses, worms, defects, Trojan Horses or any items and/or computer code, files or programs of a destructive nature and/or otherwise designed to interrupt or limit the functionality of any computer software or hardware or telecommunications device.
You must not transmit or allow access or distribution of any spiders, robots or other information gathering computer programs or routines or their equivalents on or in the Services.
You must not do anything that disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real-time activities through the Platform.
You must not interfere with or disrupt the Services or servers or networks connected with the Services or disobey any requirements, procedures, policies or regulations of networks connected to the Services.
You cannot create member accounts under any false or fraudulent pretenses (including by automated means).
You must not state or imply that any of your submitted and or posted Content is endorsed by CenterClip or any affiliate thereof.
You must not retrieve, store or collect personal information about any User for any unauthorized purpose, and may not retrieve, store, or collect personal information about any User for any valid purpose without such User’s prior written consent in each instance (and acknowledgment that they are at least 16 years of age).
You must not engage in any “spamming” of any kind, including without limitation ad spamming.
You may not use the CenterClip name or trademarks or related trade names, which you acknowledge here to be valid, subsisting and enforceable without impediment, and you will not expressly or by implication create the false or misleading impression that CenterClip is associated with, or endorses, or is in any way connected with you, your business, or your Content; provided, however, that the foregoing will not restrict your ability to share Content via social media even if the Content includes CenterClip trademarks.
WHILE CENTERCLIP EXPLICITLY PROHIBITS THE ABOVE CONDUCT YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE EXPOSED TO SUCH CONDUCT AND CONTENT AND THAT YOU USE THE SERVICE ENTIRELY AT YOUR OWN RISK, AND THAT CENTERCLIP SHALL HAVE NO LIABILITY OF ANY KIND FOR SUCH CONDUCT AS CARRIED OUT BY ANY THIRD PARTY AT ANY TIME UNLESS EXPRESSLY SET FORTH TO THE CONTRARY BY CENTERCLIP IN WRITING.
YOU UNDERSTAND AND AGREE THAT IF YOU VIOLATE ANY OF THE RULES OF BEHAVIOR, CENTERCLIP CAN TERMINATE YOUR USE OF THE SERVICE IMMEDIATELY WITHOUT PRIOR NOTICE AND WITHOUT ANY RIGHT OF REFUND, SET-OFF OR A HEARING.
4. Content. Certain Content Creators will be able to upload and post a great variety of materials and information, including but not limited to text and audio, video, materials (“Content”). Content Creators will also provide photographic materials to CenterClip which will be used to create profile illustrations, which materials will be deemed “Content” for the purposes of these Terms. This means that you have sole responsibility, not CenterClip, for all of the Content that you upload post, email, transmit or otherwise make available through the Services, and to make sure that you are in compliance with the rules of behavior set forth herein relating to such Content. Any Content that you write, post, upload or link to on CenterClip is entirely your responsibility.
CenterClip shall have no liability of any kind with respect to any Content posted by you or other users of the Services. You agree that you must assess and bear all risks associated with your use of any Content. In this regard, you may not rely on any Content created by other CenterClip members or otherwise created, distributed and displayed on any part of the Services. CenterClip does not control or monitor all of the Content posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such Content.
The Content created by you must be owned by you or you must have been granted the prior permission to use such Content by its owner. CenterClip does not own any of the Content you post. By placing Content on the Services you are providing CenterClip with a worldwide, irrevocable, royalty-free, unlimited, non-exclusive license to publicly display, modify, reproduce and distribute your Content, in whole or in part, on the site for editorial and promotional purposes of the site. CenterClip reserves the right to exploit or promote this Content in connection with the promotion of the Services and other services offered by CenterClip.
You agree that by posting Content you own on the Services, all other users can reproduce and use such Content in connection with the Services, subject to all applicable laws. CenterClip shall have no responsibility for enforcing any rights you may claim in any Content, which shall be your responsibility entirely, and you agree to hold harmless defend, and indemnify CenterClip with respect to any claim you have that other users are reproducing or using your Content as well as for claims by other users that you are reproducing or using their Content without permission. CenterClip will not arbitrate, mediate or resolve any intellectual property or other disputes between users, and has no responsibility for doing same other than as may be specifically required by law.
You acknowledge that CenterClip may or may not pre-screen Content but that CenterClip and its designees shall have the right, but not the obligation, in its sole discretion to pre-screen, refuse, move, edit, and/or delete any Content that violates these Terms and/or is otherwise objectionable as determined by CenterClip in its sole discretion.
CenterClip may preserve and store your account information and Content if it believes in good faith that such preservation is necessary to comply with legal or regulatory processes, respond to claims that the Content violates the rights of third parties, and/or to protect the rights, property or personal safety of CenterClip, its users and the public.
CenterClip respects the intellectual property of others and we request our users do the same. In certain circumstances and at its discretion, CenterClip may, but is not obligated to disable, suspend and terminate the accounts of members who may be infringing on the rights of others. If you believe that your Content has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please contact CenterClip as soon as practically possible at firstname.lastname@example.org with the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(b) a description of where the material you claim is infringing is located on the site;
(c) your name, address, telephone number, and email address;
(d) a statement claiming that you have a good faith belief that the disputed use has not been authorized; and
(e) a statement by you made under penalty of perjury, that the above information is accurate and that you are the copyright or intellectual property holder or our authorized to act on behalf of the holder.
5. Links. The Services may provide, or third parties including CenterClip members may provide, links to other websites or resources, which are not maintained by or related to CenterClip. Links to such sites are provided as a service to our users and are not sponsored by, endorsed or otherwise affiliated with CenterClip. CenterClip has no control over these sites and their content, and makes no representations or warranties about the content, completeness, quality or accuracy of the links, materials or information contained on any such website. Therefore, you acknowledge and agree that CenterClip is not responsible for the availability of such links, resources and content, and does not endorse, and is not responsible or liable for, any content, advertising, products, or other materials made available on or from these linked websites. You also acknowledge and agree that CenterClip is not responsible or liable, directly or indirectly, for any damage or loss caused by or alleged to have been caused by, or in relation to, the use of any Content, goods or services offered through these links or any failures and/or disruption to your computer system that results from your use of any such links, or for any intellectual property or other third party claims relating to your posting or using such links. YOU AGREE THAT IF CENTERCLIP REQUESTS YOU TO DISABLE ANY LINK YOU HAVE POSTED AND YOU FAIL TO DO SO WITHIN 24 HOURS AFTER RECEIVING SUCH REQUEST, CENTERCLIP HAS THE RIGHT TO DISABLE THE LINK WITHOUT ANY FURTHER NOTICE TO YOU.
6. Indemnity. You agree to indemnify, defend, and hold CenterClip, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (individually and collectively, the “Indemnified Parties”) harmless from any breach of these Terms by you (or anyone on your behalf), including without limitation, any use of content other than as expressly authorized by these Terms. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify, defend, and hold the Indemnified Parties harmless from and against any and all resulting losses, damages, judgments, awards, costs, expenses, and attorneys' fees of the Indemnified Parties in connection therewith. You will also indemnify, defend, and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the Platform including any information accessed from the Platform.
7. No Resale of Service. You agree not to, without the express prior written consent of CenterClip in each instance: reproduce, duplicate, copy, sell, resell, or exploit, for any commercial or other purposes, any portion of the Services, Platform, or content or other information or materials of any kind that you do not own.
8. Modification and Termination of the Service. CenterClip reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that CenterClip will not be liable to you or any third party for the consequences of any modification, suspension or discontinuance of the Services.
10. Registration. In order to use certain aspects of the Services you are required to register. Users are subject to the following specific terms in addition to all of the other terms in this Agreement:
In consideration of your use of the Services, you represent that you are of legal age to form a binding contract, which is eighteen (18) years of age in the United States, and are not a person barred from receiving the Services under the laws of the United States or other applicable jurisdiction.
You agree to provide true, accurate, current and complete information as required on the Registration Form. If you provide any information that is untrue, incomplete, not current or inaccurate, CenterClip has the right to suspend or terminate your account and refuse your current or future use of the Services (or any portion thereof).
You agree that your account is non-transferable and any rights to your account, password and username terminate upon your death or disability and/or termination of account for any reason.
You are responsible for any activities that take place under your username and password. If you become aware of any unauthorized use of your password or account, or any other breach of security, contact CenterClip immediately. It is up to you to maintain the confidentiality of your password and account. CenterClip is not responsible or liable for any loss or damage arising from your failure to comply with the provisions of these terms.
11. Practices regarding Use and Storage. You acknowledge that CenterClip may establish general practices and limits regarding use of the Services including, without limitation, the maximum number of email messages which may be sent or received from an account of the Services, the maximum size of any email message that may be sent from or received by an account of the Services, the maximum amount of disk space that will be allotted on CenterClip’s servers on your behalf, and the maximum number of times and duration for which you may access the Services in a given time. You agree that CenterClip has no responsibility or liability for the deletion or failure to store or transmit any messages or communications or other content maintained or transmitted by the Services. You acknowledge and agree that CenterClip reserves the right to log off accounts and deactivate usernames and accounts that are inactive for an extended period of time. You further acknowledge that CenterClip has the right to modify these practices and limits from time to time.
12. CenterClip Proprietary Rights; Trademarks and Copyrights. You acknowledge and agree that the Services and any necessary software used in connection with the Service (“Software”) contain proprietary and confidential information that is the property of CenterClip and its licensors, and is protected by applicable intellectual property and other laws. No rights or title of to any of the Software used in connection with any Services is provided, transferred or assigned to you. You further acknowledge and agree that content contained in advertisements or information presented to you through the Services or advertisers is protected by copyright, trademarks, service marks, patent, privacy, and/or other proprietary rights and laws. Except as expressly authorized by CenterClip or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services or Software, in whole or in part, at any time. You also acknowledge CenterClip’s exclusive rights in the CenterClip trademark and service mark. Trademarks, service marks, logos, and copyrighted works appearing on CenterClip are the property of CenterClip or the party that provided such intellectual property to CenterClip. CenterClip and any party that provides intellectual property to CenterClip retain all rights with respect to any of their respective intellectual property appearing on CenterClip, and no rights in such materials are transferred or assigned to you, in whole or in part, at any time.
13. No Co-Branding or Framing. You may not use or authorize any party to co-brand or frame CenterClip or any Services without the express prior written permission of an authorized representative of CenterClip, as applicable, in each instance. For purposes of these Terms, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a User the impression that such other party has the right to display, publish, or distribute CenterClip, in whole or in part, and/or any content accessible within CenterClip. For purposes of these Terms, “framing” refers to displaying any CenterClip webpage or Services within a bordered area of another website, regardless of whether the address of the originating CenterClip is visible. You further agree to cease any unauthorized co-branding or framing immediately upon notice from CenterClip.
14. Disclaimer of Warranties. The use of the Services is at your sole risk. The Services is provided on an “as is” and “as available” basis. CENTERCLIP EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
CENTERCLIP MAKES NO WARRANTY THAT (1) THE SERVICE WILL MEET YOUR REQUIREMENTS, (2) THE SERVICE WILL BE UNINTERRUPTED, TIMELY SECURE, OR ERROR-FREE, (3) THE RESULTS OF USING THE SERVICE WILL BE ACCURATE OR RELIABLE, (4) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH YOUR USE OF THE SERVICE WILL MEET YOUR EXPECTATIONS, OR (5) THAT THE SOFTWARE WILL BE ERROR-FREE AND/OR ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
No advice or information, whether oral or written, obtained by you from CenterClip or through or from the Services shall create a warranty not expressly stated in these Terms.
15. Limitation of Liability. You expressly understand and agree that CenterClip will not be liable to you for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, even if CenterClip has been advised of the possibility of such damages or such damages were reasonably foreseeable, resulting from the use or the inability to use the Services, unauthorized access to or alteration of your transmissions or data, statements or conduct of any third party including advertisers on the Services, the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Services, and/or any other matter relating to the Services. In no event will CenterClip be liable to you for any amount of money over One Hundred U.S. Dollars ($100.00), which you acknowledge to be a fair and reasonable sum in the event of any loss by you of any kind.
16. Special Admonition for Services Relating to Financial Matters. If you receive or request any news, messages, or other information from the Services concerning stock quotes, companies, investments, or securities, remember that the Services is provided for entertainment purposes only, and no Content included or information made available by the Services is intended for trading or investing purposes. CenterClip and its licensors shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the Services, and shall not be responsible or liable for any trading or investment analyses, decisions or actions made by you or any users based on such information or Content.
18. Disclosures Required by Law. CenterClip reserves the right at all times to disclose any information, including personally identifiable information about you, as necessary to satisfy any applicable law, regulation, legal process or governmental request. CenterClip reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing CenterClip to disclose the identity of anyone posting any content, or publishing or otherwise making available any materials that are believed to violate the Terms. CenterClip will use reasonable efforts to notify you in connection with any such inquiry; provided, however, that the inquiry in question is not confidential, and further provided that CenterClip shall have no duty to disclose such information and therefore shall not be liable to you in connection with any non-disclosure.
BY ACCEPTING THIS AGREEMENT YOU WAIVE ALL RIGHTS AND AGREE TO HOLD CENTERCLIP HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY CENTERCLIP DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER CENTERCLIP OR ANY LAW ENFORCEMENT ORE REGULATORY AUTHORITIES.
19. Disputes. If there is any dispute about or involving the CenterClip and/or the Services, you agree that any dispute shall be governed by the laws of the State of Delaware, without regard to conflict of law provisions. You agree to personal and exclusive jurisdiction by and venue in the state and federal courts located in Pittsburgh, Pennsylvania.
YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SERVICE OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
The failure of CenterClip to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of the Terms by CenterClip must be in writing and signed by an authorized representative of CenterClip to be effective.
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties' intentions as reflected in the provision, and the other provisions of these Terms, shall remain in full force and effect.
The section titles in the Agreement are for convenience only and have no legal or contractual effect.
Nothing contained in these Terms shall be construed to constitute either party as a partner, joint venturer, employee or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each is and shall remain independent contractors (to the extent applicable), and therefore, responsible for its own actions.
Please immediately report any violations of these Terms to CenterClip at email@example.com.
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