Effective as of September 30, 2015

The www.clipd.com website is owned and operated by Gateway Blend, LLC a Missouri corporation (“Clipd”).  These Terms of Use (“Terms of Use” or “Agreement”) are intended to make you aware of the terms and conditions of your use of the www.clipd.com website, any derivative website(s) on which these Terms of Use are posted, any Content (as defined herein), or other products or services that are offered or provided by Clipd (collectively, the “Site”).  In the event you propose to be the agent of, represent, or otherwise act on behalf of an entity or any other person, references to “you,” “your,” or “User” shall include such entity or person in addition to you, and your acceptance of this Agreement shall constitute acceptance on behalf of such entity or person. IF YOU ARE UNDER THE AGE OF 18, YOU MUST HAVE A PARENT OR LEGAL GUARDIAN ASSIST IN THE COMPLETION OF YOUR REGISTRATION FOR USE OF THE SITE AND YOUR REVIEW OF AND AGREEMENT TO THESE TERMS OF USE.

The disclaimers, terms, and conditions on these pages are of general application and may be supplemented by additional policies, procedures, disclaimers, guidelines, rules, terms, or conditions of specific application disclosed by Clipd, including through a registration process or other means.  In the event of a conflict between the Terms of Use and any additional policies, procedures, disclaimers, guidelines, rules, terms, or conditions of specific application, the additional policies, procedures, disclaimers, guidelines, rules, terms, or conditions of specific application shall control. 

Clipd reserves the right, at its discretion, to change, modify, add or remove portions of these Terms of Use at any time.  By using OR OTHERWISE ACCESSING the Site, CREATING, REGISTERING, OR ACCESSING AN ACCOUNT, posting or downloading Content, WIDGETS, or any other information to or from the Site, you hereby agree to, and shall be subject to, these Terms of Use.  If you do not UNEQUIVOCALLY agree, you may not use OR OTHERWISE ACCESS the Site, post or download Content, or any other information to or from the Site.

 1. Definitions.

a. “Terms of Service" refers to all terms covered in this agreement, this Site’s privacy policy, and all other parameters declared within Clipd.

b. Using Clipd refers to accessing, clicking, browsing, or performing any activities that connect to or make use of Clipd. 

c. "Content" refers to data or media in any form.  This includes, but isn’t limited to text, photos, illustrations, audio, and video. 

d. The words "you" and "your" refer to you, the user who upon reading this agreement accepts the terms.

e. The words "we" and "us" refer to Clipd.

f. “User Content” refers to any and all content submitted to Clipd by users, as a collective group.

g. “Your Content” refers to any and all content that you, personally, submit or make available. This includes, but isn’t limited to reviews, ratings, information, and invitations displayed on your profile.

h. “Clipd Content” refers to any and all content created or made available by Clipd.

i. “Third Party Content” refers to any and all content created or made available by data providers who license data usage to Clipd, other parties, or its users.

2. Permission to Use.  Clipd hereby grants you a limited, nonexclusive, nonassignable, nontransferable license to access and use the Site solely for your own personal, non-commercial purposes.  All rights not otherwise expressly granted by these Terms of Use are reserved by Clipd.  You agree not to reproduce, duplicate, copy, distribute, transmit, sell, trade, resell, or exploit for any purpose any portion of or any information from the Site.  You may not obscure or remove any proprietary rights notices contained in or on the Content.  Clipd may discontinue or alter any aspect of the Site, remove Content from the Site, restrict the time the Site is available, or restrict the amount of use permitted at Clipd’s sole discretion and without prior notice or liability.  You further agree that such measures shall be taken in Clipd’s sole discretion and without liability to you or any third party.  You may at any time be exposed to indecent, inaccurate, objectionable, and/or inappropriate content. We do not guarantee the accuracy of Content, and we do not approve or encourage offensive content.

3. Restrictions.  By reading this you agree to abstain from participation or encouragement of any and all of the following activities:

a. Violate the Clipd Terms of Use or any and all laws that apply.

b. Use Clipd to stalk, defraud, harass, or otherwise harm any other person or their reputation.

c. Use Clipd for discriminatory or biased purposes.

d. Create excessive and unwarranted network traffic.

e. Use any software or device to manipulate the Site to operate in a way that is unlike the way it was intended to operate.

f. Use Clipd to affect regular search results in any way, for example, keyword spamming.

g. Use Clipd to solicit minors for information or cause harm to minors.

h. Use the Site to crack encryption codes or passwords, interfere with security, or for any purposes that cause harm to the Site or Content.

i. Use Clipd or Content found within as a means of spreading damaging items.  This includes, but is not limited to viruses, worms, or Trojan horses.

j. Use Clipd to submit or present illegal or pornographic content.

k. Use Clipd in any way that might create a conflict of interest or the appearance of a conflict of interest.  This includes, but is not limited to soliciting reviews or trading reviews with other businesses.

l. Use Clipd for commercial or promotional purposes, not explicitly permitted by these Terms of Use.

m. Unlawfully reverse engineer any part of Clipd.

n. Remove, disable, damage, or interfere in any way with any of Clipd's security structures that limit Site use or inhibit unlicensed copying of any content.

o. Attempt to achieve unauthorized access to any part of the Site, including computer systems, user accounts, or connected networks by means of password mining, hacking, or any other illegal and/or unethical methods.

p. Mine Site data, process, or record any data about Clipd or its users.

q. Abuse the Site or Site content (other than Your Content) through modification, translation, sale, reproduction, or distribution of Site Content or the Site itself.

r. Omit or manipulate any part of Clipd's intellectual property, including copyrights, trademarks, or other exclusive rights’ notices on anything copied, printed, or distributed from the Site.

s. Access, index, or scrape the Site or content using any automatic or somewhat automatic method as a means to (a) reformat any part of Clipd, (b) develop or occupy a database of business-focused evaluations, or (c) take any action that will impose or have the potential to impose an excessive burden on our systems.

t. Use Clipd in any way that infringes upon the rights of users or third parties. This includes any and all rights, both proprietary and intellectual. This includes but it not limited to moral, patent, copyright, privacy, trademark, trade secret, and publicity. 

 4. User Accounts.  For access to some of Clipd’s features, you may be prompted to create an account or log in using a Facebook account or other user-generated account. If you do not have a personal Facebook account you will need to create one in order to access the features. In the event you agree to register an account, you will select and/or receive a username and password upon providing registration information and successfully completing the registration process. This account is personal to you, and you will not share it or allow any other person to utilize your account. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password. You agree to: (a) immediately notify Clipd in the event your registration information changes; (b) immediately notify Clipd in the event you learn of or have reason to suspect any unauthorized use of your account or other breach of security; (c) exit from your account at the end of each session; and (d) defend, indemnify, and hold harmless Clipd from any loss or damage arising from unauthorized use of your username or password. You also agree that you will provide truthful and accurate information during the registration process. Clipd may refuse to grant a particular username to you for any reason, including, without limitation, in the event Clipd determines that such username impersonates someone else, is protected by trademark or other proprietary rights law, or is vulgar or otherwise offensive.

By registering for an account, you consent to the collection of your data, including, without limitation, your registration information, by Clipd and processing of such data by Clipd in connection with your use of the Site. You consent to the technical processing and transmission involved in your use of the Site, including, without limitation, your registration information, and you acknowledge that such process may involve: (a) transmission of such data over various networks; and (b) modifying such data to conform and adapt to technical requirements of connecting networks or devices.  Clipd does not take responsibility for any activity linked to your personal account.

a. “Personal Accounts" refer to social media accounts that are used for your own individual, non-commercial purposes. By reading this, you agree to provide truthful and comprehensive information about yourself when producing your personal account. You may not create multiple personal accounts or impersonate another individual in any way.

 b. "Business Accounts" refer to accounts used solely to represent a business. To create a business account, you must be an authorized representative of the business, and you must register using a Facebook account. By reading this, you agree to submit truthful and comprehensive information about yourself and the business when producing your business account. You may not create more than one business account for the same organization or register business e-mail addresses without authorization.

5. Content and Responsibility.  Your Content is exclusively your responsibility. You assume any and all risks associated with Your Content.  This includes, but is not limited to reliance on accuracy, entirety, or usefulness and disclosures that reveal your identity. Upon posting content on Clipd, you signify personal ownership and/or authorization to use the posted content.  Clipd accepts no liability for Your Content. You may not infer in any way that Your Content is endorsed or supported by Clipd.   You may be found liable if (a) Your Content violates any third-party rights, both proprietary and intellectual. This includes, but is not limited to copyright, privacy right, publicity, trade secret, patent, trademark, or moral right; or (b) Your Content contains information that is fraudulent or intentionally misleading, information that harms minors, information containing pornography or hate speech, unlawful information, or information that violates or encourages others to violate laws or regulations. 

6. Content Permissions.  Your Content may be displayed on Clipd, assimilated into other works, used in promoting, distributed, or used for any other lawful purpose. By posting your content or making it available, you grant irrevocable permission to use your content for any purpose.  You also consent to waive any moral rights, credit claims, and declarations for Your Content.

7. Content Uses.  Clipd reserves the right to remove or reinstate User Content at any time and for any reason at our discretion. In particular, we may remove content that violates our Terms of Use or that we believe to be inappropriate.  To distribute content easily, some of the Content (also referred to as "feed content") is made available through Atom feeds and Real Simple Syndication (RSS) feeds. Users may access feeds to display feed content on their websites, computers, handheld devices, or anywhere else provided that (a) you do not redistribute the feed, (b) content such use is personal and not commercial displayed feeds link back to relevant pages on the Site and feature Clipd as the source, (c) you do not suggest that Clipd endorses or supports any third-party products, ideas, websites, or services, (d) displayed feeds link back to relevant pages on the Site and feature Clipd as the source, and (e) Clipd's systems are not overloaded by your access of the feeds.  Clipd reserves the right to end access to any feed at any time and for any reason.  You do not own the rights or entitlements to compensation for advertisements that run alongside Your Content or anywhere else on the Site. Advertising manner, mode, and extent are subject to modification without warning.

8. Third Parties.

a. Google, Inc. powers certain Site features. Use of these features is administrated by our Terms of Use and Google.com's Terms of Service which reside at http://www.google.com/intl/en/policies/terms/ Other features are powered by The Microsoft Corporation. These features are governed by our Terms of Use and The Microsoft Corporation's terms of use, located at http://go.microsoft.com/fwlink/?LinkId=21969.  Microsoft Corporation's privacy policy is located here: http://go.microsoft.com/fwlink/?LinkId21970. These URLs might have been changed.

b. You may see links to other websites ("third party sites"). 

Responsibility for third party content lies with third party Sites and not with Clipd. Third party Sites are not endorsed or coordinated by Clipd. 

9. Site Availability.  We reserve the right to update, modify, or discontinue Clipd at any time, for any reason, at our discretion, without notice or liability.

10. Ownership.  Clipd content elements include interactive features, computer code, products, visual interfaces, software, cumulative user reviews and ratings, and all other elements of Clipd’s user and third-party content. You acknowledge that the Site may contain or provide access to Content or other information, software, photos, video, text, graphics, music, sounds, or other material provided by Clipd or third parties  that are protected by copyrights, patents, trademarks, trade secrets, or other proprietary rights, and that these rights are valid and protected in all forms, media, and technologies existing now or hereafter developed.  Modifying, distributing, reproducing, exhibiting, or exploiting any of the Clipd Content, is prohibited unless explicitly authorized by the Site. No express or implied rights are provided to users, other than those provided by these Terms of Service. We retain all rights to Clipd and all Clipd Content. All intellectual and proprietary rights that are associated with Clipd in any way, including all copyrights, trademarks, service marks, trade names, are protected by trademark, patent, and trade dress laws, and all applicable intellectual and proprietary rights and laws. 

11. Eligibility.  You must be at least 18 years old and a resident of the United States to use this Site. If you use Clipd as an agent of any business entity, you must be an authorized representative of that business and you agree on behalf of that business to be bound to these Terms of Use. If you do not meet these eligibility requirements or if you do not have the authority to bind your company to these Terms of Use, you must not use this Site.

12. Unauthorized Access.  We strictly and explicitly prohibit unauthorized access to Clipd. We reserve the right to use any and all means necessary to inhibit unauthorized access.  This includes, but is not limited to mapping IP addresses, contacting your Internet Service Provider (ISP), and using program obstructions.

13. Account Termination.  Clipd reserves the right to terminate or suspend your account or Site access without notice or liability. For example, if we have reason to suspect that you are partaking in illegal activity or you have breached any of these Terms of Use, we may terminate or suspend your account. In the event that your account is terminated or suspended, you will be prohibited from accessing your account, Your Content, the Content, and/or any related data.

14. Investigations.  Clipd is under no requirement to monitor the Site or Content. However, if we believe a violation of the Terms of Use agreement has occurred, we reserve the right to investigate, contact appropriate law enforcement personnel if necessary, and/or block you from the Site. In compliance with the Privacy Policy listed on this page, information, including some or all of Your Content, may be disclosed in accordance with the law.

15. Feedback. 

a. Suggestions for Site Enhancement: If you think of ways to potentially improve Clipd, please use our "Contact Us" form. By sending us feedback in any form (for example, suggestions, ideas, requests, or proposals), you verify that (a) Clipd is under no express or implied obligation to keep the feedback confidential, (b) similar feedback may already be in development or under deliberation, (c) your feedback does not contain confidential or proprietary information involving third parties, and (d) you grant Clipd a royalty-free, irrevocable, non-exclusive license to use, modify, publish, distribute, and sublicense the feedback and all advancements resulting from it.

b. Dissatisfaction: To help us persistently improve your user experience, we invite you to share negative feedback with us using our “Contact Us” page. However, keep in mind that termination of your account or discontinuing use of Clipd is the only way to fully remedy your dissatisfaction.

16. Indemnity.  By reading this you agree that you will indemnify and hold harmless Clipd and all of its parents, subsidiaries, affiliates, licensors, partners, and suppliers, as well as the directors, employees, officers, agents, and representatives of each of these entities. The terms of this indemnification (hold-harmless) agreement include but are not limited to costs, liabilities, and legal fees from any claim made by a third-party arising from (a) a violation of the Terms of Use, (b) your access to or use of Clipd, or (c) any infringement by you or a person using your account of any property, intellectual, or other right of any person or entity. You agree to cooperate with claims as Clipd reserves the right to assume exclusive defense and control of any matter in which you are required to compensate us. We will make reasonable efforts to make you aware of any legal claim, action, or proceeding. You may not settle any matter without written consent from us.

17. Warranties, Disclaimers, and Limitations of Liability.

 a. TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE SITE AND ANY CLIPD CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK.  ALTHOUGH CLIPD USES REASONABLE EFFORTS TO ENSURE THAT THE INFORMATION CONTAINED ON THE SITE IS AS ACCURATE AS POSSIBLE, CLIPD GIVES NO WARRANTY OF ANY KIND REGARDING THE SITE AND/OR CLIPD CONTENT POSTED OR OTHERWISE MADE AVAILABLE THEREIN.  FURTHER, CLIPD DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF ANY CLIPD CONTENT THAT THE RESULTS OBTAINED FROM THE USE OF THE SITE OR CLIPD CONTENT WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF THE SITE OR CLIPD CONTENT WILL MEET YOUR EXPECTATIONS.  CLIPD EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS OR OTHER OBLIGATIONS INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SITE OR CLIPD CONTENT WILL BE ERROR-FREE OR THAT SUCH ERRORS WILL BE CORRECTED. 

b. CLIPD MAKES NO WARRANTY WHATSOEVER TO YOU, EXPRESS OR IMPLIED, REGARDING THE SECURITY OF THE SITE, INCLUDING WITH RESPECT TO THE ABILITY OF UNAUTHORIZED PERSONS TO INTERCEPT OR ACCESS INFORMATION TRANSMITTED BY YOU THROUGH THIS SITE. CLIPD IS NOT NOR WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT COULD RESULT FROM INTERCEPTION BY THIRD PARTIES OF ANY INFORMATION FOUND IN ANY REPORT OR AVAILABLE THROUGH THE SITE.

c. ANY CLIPD CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICE IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CLIPD CONTENT OR MATERIAL.  

d. NO WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED, ARE MADE BY CLIPD AS TO (1) SITE OPERATION OR FUNCTIONALITY, (2) THE IP RIGHTS, SAFETY, USEFULNESS, LEGALITY, QUALITY, COMPLETENESS, INTEGRITY AND ACCURACY OF ANY SITE CONTENT, WHICH INCLUDES, BUT IS NOT LIMITED TO THE ACCURACY OF BUSINESS INFORMATION AND REVIEWS LISTED ON THE SITE, AND (3) ANY SERVICES AND/OR PRODUCTS SOLD BY LISTED BUSINESSES.

e. YOU EXPRESSLY UNDERSTAND AND AGREE THAT CLIPD SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF CLIPD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SITE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES RESULTING FROM THE INABILITY TO ACCESS OR UTILIZE ANY PRODUCTS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE OR THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE SITE OR THE SERVICE.  IN NO EVENT SHALL CLIPD’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITE. 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

18. Release.  You agree to release Clipd, its members, managers, officers, employees, and agents, from any and all liability and obligations whatsoever in connection with or arising from your use of the Site.  If at any time you are not happy with the Site or object to any material within the Site, your sole remedy is to cease using them.

19. Miscellaneous. This agreement overrides any and all other previous agreements between you and Clipd, both express and implied.  The Terms of Use contain the entire agreement between you and Clipd for all instances and types of Site use.  Both parties acknowledge that no reliance is placed on any direct or indirect representation contained in these Terms of Use.  In either party's failure to exercise any right provided above will not result in the providing of a waiver.  In the event that any provisions found in these Terms of Use are found to be unenforceable or illegal, those provisions will be abolished or limited to the minimum extent necessary to make them enforceable and legal.  These Terms of Use may not be interpreted as authorization of agency, employment, joint venture, or partnership. These Terms of Use do not give you authority to bind Clipd in any way.  You may not assign, transfer, or sub-license these Terms of Use without Clipd's written agreement. Any assignment made in violation of these Terms of Use will be void. Clipd reserves the right to transfer the Terms of Use without restriction.  You agree that the State of Missouri will govern any dispute involving Clipd without regard to its conflict of law provisions. You agree to personal jurisdiction by and venue in St. Louis County, Missouri State, and United States federal courts.  Nothing contained in these Terms of Use gives rights or remedies to any third party, except where expressly stated.  Section titles and headings within the Terms of Use are listed for user convenience only; they hold no contractual or legal effect.  Clipd reserves the right to make necessary changes to these Terms of Use. We will notify you of any such changes by posting the revised Terms of Use on this page with a list of changes. Notifications may also be provided to you through e-mail or regular mail, but this is not required. By reading this, you agree to periodically revisit this page to read all changes. All changes are in effect at moment they are posted on this page. All future changes are binding to you through use of this Site. By continuing to use Clipd after changes to the Terms of Use have been made, you indicate agreement with all changes.

20. Contact Information.  Tour Terms of Use Policy is intended to provide you with the safest and most secure experience possible.  Since offerings and technologies change, we reserve the right to change, modify, add or remove portions of our Policy at any time without prior notice. If you have any questions, or to report a Terms of Use violation, please e-mail us at [email protected]. Any changes in Clipd’s policies will be communicated on this page.

This Site is operated by Clipd.  All inquiries may be directed to:

Gateway Blend, LLC

190 Carondelet Plaza, Suite 1200

 St. Louis, MO 63105

21. Copyright and Copyright Notices. Clipd respects the intellectual property of others, and we ask our users to do the same.  If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Clipd’s Copyright Agent with the following information: 

a. an electronic or physical signature of the owner or person authorized to act on behalf of the owner of the copyright interest;

b. a description of the copyrighted work that you claim has been infringed;

c. a description of where the material that you claim is infringing is located on the Site sufficient to allow us to locate the allegedly infringing material;

d. your address, telephone number, and email address;

e. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

f. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Please contact Clipd’s Copyright Agent for Notice of Claims of Copyright Infringement at [email protected]. Copyright owners and agents acknowledge that failure to comply with all of the requirements of the foregoing may result in an invalidity of the DMCA notice.