1. The Parties
"ClipSure" or "we" or "us" means CFMA Holdings Limited.
"You" means you individually and/or the company you are authorized to represent, depending on the context.
2. Introduction
Welcome to the ClipSure Web site (the "Site"). ClipSure compiles and maintains a database that includes copies of advertisements in various media ("Clips") and information about the occurrence of, and companies' spending on, such advertisements ("Occurrence/Spending Data"). In addition, ClipSure generates aggregated information based on these Clips and Occurrence/Spending Data ("ClipSure Reports"). All these materials, as well as the reports you can generate on your own ("User-Generated Reports") will be referred to in these terms of use ("TOU") as "Licensed Content." You are here either because your company subscribes to ClipSure ad tracking services and you are an authorized user under the subscription agreement or because you want to access the Licensed Content without a formal agreement.
3. Scope of Terms of Use
These TOU govern your use of the Site. If your company has a written subscription agreement with ClipSure, these TOU reaffirm and/or complement that agreement, but if there is any conflict between the TOU and that subscription agreement, the subscription agreement supersedes the TOU. If your company does not have a written subscription agreement, these TOU constitute the only agreement between you and ClipSure that covers your use of the Licensed Content on this site. We may modify these terms of use from time to time, and publish them on the Site. Modification to these terms of use are effective immediately.
4. What you will be able to do on the Site.
a. If your company has a subscription agreement, you will, depending on your subscription level and the specific service options available to you under that subscription agreement, be able to access the particular Licensed Content that is listed in that subscription agreement and in any amendments to it, search all Clips included within the Licensed Content; access such Clips; maintain such Clips in an online archive available to all Authorized Users on the account to which such Clips relate; access ClipSure Reports; and sign up for the Ad Alerts listed in the subscription agreement.
b. If your company does not have a subscription agreement, you will be able to access the Site to conduct searches, preview Clips and review ad lists at no charge, and, for a fee, you may access or order Clips and reports; provided, however, that we reserve the right at any time to limit the free functionalities available or to deny free access to the Site entirely.
5. What you may and may not do with Licensed Content that you access on the Site
a. You may reproduce where available as a service option (including access) Licensed Content by accessing it to a single computer.
b. You may display, perform and distribute copies of any item of Licensed Content to any Permitted Recipient, which means (i) if your company is an agency, anyone else at the agency who is working on the same account, and the client on whose behalf you have accessed and accessed the Licensed Content, or (ii) if your company is an advertiser, at your agency of record, if that person (i) has a "need to know" and (ii) has expressly agreed in writing to abide by these restrictions before receiving or viewing that Licensed Content. Just to be clear, before you can give, show or send someone a copy of any Licensed Content, the person has to be a Permitted Recipient and must have agreed to these restrictions.
c. You may not edit, modify, "morph," adapt, and/or add text, images, or sound to any Creative.
d. You may not post any Licensed Content in any public Site or on any Web site that is accessible to anyone who is not a Permitted Recipient. (Go back to "b" to see who your Permitted Recipients are.)
e. You may not use any Licensed Content in any legal proceedings without ClipSure's prior written approval. (In case you have any doubt, this applies to both you individually and your company.)
f. You may not share your password to the Site with anyone, even someone else in your company.
g. You may use Licensed Content for internal research purposes only.
h. You may, where available as a service option, share links to Licensed Content on Clipsure's Site, on Social Networking Sites.
6. Ownership of Intellectual Property.
We own all proprietary rights in the Site, including, without limitation, all trademark rights in ClipSure name and logo and all patent rights in the Site. Your access to or use of any Licensed Content according to the terms of the subscription agreement and/or these TOU gives you no rights in that Licensed Content other than the specific rights that the agreement and these TOU grant to you, and ClipSure expressly reserves all other rights.
7. Pricing.
We reserve the right to change the prices for our products and services at any time.
You may not use Licensed Content or access the Site without having, where appropriate, paid for such Licensed Content and Reports, in line with our pricing plan as published and varied from time to time on the Site.
8. DISCLAIMER OF WARRANTIES.
ALL LICENSED CONTENT IS PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. CLIPSURE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO ANY LICENSED CONTENT AND THE WEB SITE OR YOUR USE OF ANY LICENSED CONTENT AND THE CLIPSURE WEB SITE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY CONCERNING THE ACCURACY, TIMELINESS, OR COMPLETENESS OF OCCURRENCE/ SPENDING DATA; THE EFFECTIVENESS OF ANY ADVERTISING OR TYPE OF ADVERTISING; OR APPROPRIATE SPENDING LEVELS FOR ANY PARTICULAR AD CAMPAIGN. UNDER NO CIRCUMSTANCES WILL CLIPSURE BE LIABLE FOR ANY DAMAGES OR COSTS OF ANY KIND THAT YOU MAY INCUR IF YOU RELY ON CLIPSURE DATA IN SUPPORT OF A CLAIM THAT A THIRD PARTY HAS NOT MODIFIED AN ADVERTISEMENT. CLIPSURE ALSO DOES NOT GUARANTEE THAT ANY LICENSED CONTENT OR THE CLIPSURE WEB SITE WILL ALWAYS BE AVAILABLE OR OPERATE ERROR-FREE AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR (i) ANY INTERRUPTIONS TO THE AVAILABILITY OF THE CLIPSURE WEB SITE, WHETHER SUCH INTERRUPTIONS ARE DUE TO INTERNET EVENTS BEYOND CLIPSURE'S CONTROL, TO PROBLEMS WITH THE CLIPSURE SERVERS, OR TO PROBLEMS WITH YOUR COMPUTER OR YOUR INTERNET CONNECTION, AND (ii) ANY VIRUSES OR OTHER HARMFUL COMPONENTS THAT MAY HARM YOUR COMPUTER AS A RESULT OF YOU'S INTERACTION WITH THE WEB SITE OR ANY LICENSED CONTENT.
9. LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES WILL CLIPSURE BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES EVEN IF CLIPSURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM ANY ASPECT OF YOUR USE OF ANY LICENSED CONTENT OR THE SITE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OR INACCURACY OF ANY LICENSED CONTENT; INABILITY TO USE ANY LICENSED CONTENT; OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE SITE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
10. Posting of Comments.
You are solely responsible for the comments that you publish or display ("post") in any area of the Site that is accessible to other people. We have the right but not the obligation to review all comments and remove any that we consider to be inappropriate, which includes any comment that defames anyone, violates anyone's right of privacy, or is patently offensive. You will be liable for any damages that we may incur as a result of any inappropriate comments that you post.
11. Indemnity.
You will indemnify and hold ClipSure harmless and defend it against any and all third-party claims, demands, liabilities, damages, losses, costs or expenses (including but not limited to any reasonable legal fees) arising out of or in connection with any breach or claimed breach by you of these TOU.
12. Termination.
In addition to reserving the right to terminate free access to the Site completely, as noted above, if your company does not have a subscription agreement, ClipSure may terminate this Agreement and your access to the Site if you violate any of these TOU.
13. Privacy.
For our privacy policy, please Click Here.
14. Governing Law, Jurisdiction.
The terms of the ClipSure service shall be governed by the laws of The Republic of Ireland.
