Terms of Service

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Terms of Service

Last Updated: February 6, 2025

Welcome to SiteAgent, an AI-powered virtual assistant service provided by Clipo, Inc. These Terms of Service ("Terms") govern your access to and use of the SiteAgent service and any related websites, dashboards, or APIs (collectively, the "Service"). These Terms form a legally binding agreement between Clipo, Inc. ("Clipo," "we," "us," or "our") and you, a user of the Service.

These Terms apply to both Subscribers (website owners or organizations who subscribe to or integrate SiteAgent into their websites) and End Users (individuals who interact with SiteAgent on a Subscriber’s website). By registering for, integrating, or using the Service as a Subscriber, or by interacting with the Service as an End User, you agree to be bound by these Terms. If you do not agree with these Terms, you must not use or access SiteAgent.

1. Definitions

For the purposes of these Terms, the following definitions apply:

  • "Service" refers to the SiteAgent AI virtual assistant platform, including any software, applications, and services provided by Clipo in connection with SiteAgent.
  • "Subscriber" (or "Customer") means the individual or entity that has entered into an agreement with Clipo to use and integrate the Service on their website or platform. Subscribers typically include website owners, businesses, or account holders who subscribe to SiteAgent.
  • "End User" means any individual who accesses or uses the Service through a Subscriber’s website or platform (e.g., a visitor to the Subscriber’s site who interacts with the SiteAgent assistant).
  • "Clipo", "Company", "we", or "us" refers to Clipo, Inc., the provider of the SiteAgent Service.
  • "You" or "your" refers to you, the person or entity using the Service, whether as a Subscriber or an End User.
  • "Third-Party Service" means any third-party website, application, service, or product that may be integrated with or used in conjunction with SiteAgent (for example, plugins, APIs, or external data sources).
  • "Personal Data" means any information relating to an identified or identifiable individual, as defined under applicable data protection laws (including the California Consumer Privacy Act (CCPA) and the EU General Data Protection Regulation (GDPR)).

2. Acceptance of Terms

By creating an account, subscribing to the Service, or implementing SiteAgent on your site (for Subscribers), or by using or interacting with SiteAgent on a Subscriber’s site (for End Users), you acknowledge that you have read, understood, and agree to these Terms and to our Privacy Policy (which is incorporated herein by reference). If you are a Subscriber, you represent and warrant that you have the authority to bind the organization or entity on whose behalf you are using the Service to these Terms.

If you do not agree to these Terms, do not access or use the Service. Clipo may update or modify these Terms from time to time as described in Section 16 (Changes to Terms).

3. Description of the Service

SiteAgent is an AI-powered virtual assistant that can be embedded on your website to interact with End Users (website visitors) by answering questions and providing information. The Service uses artificial intelligence and may incorporate machine learning algorithms to generate responses. Clipo continually works to improve the accuracy and functionality of SiteAgent and may update the Service with new features, enhancements, or integrations over time.

Subscribers can customize and configure certain aspects of SiteAgent for their websites (such as the assistant’s name, appearance, or knowledge base integration). End Users can ask questions or request information through SiteAgent’s interface on the Subscriber’s site.

Important: While Clipo strives to provide helpful and accurate responses through SiteAgent, you understand that responses are generated by an AI system. No information or advice provided by SiteAgent is guaranteed to be correct, complete, or up-to-date. End Users should not rely on SiteAgent for professional advice (medical, legal, financial, etc.) or other decisions without independent verification. Clipo is not responsible for any actions taken based on the information provided by the Service.

4. Account Registration and Subscriber Responsibilities

Eligibility: To register as a Subscriber and use SiteAgent on your website, you must be at least 18 years old (or the age of majority in your jurisdiction), and have the legal capacity to enter into a contract. If you are registering on behalf of a company or other entity, you must have the authority to bind that entity to these Terms.

Account Information: Subscribers will be required to create an account with Clipo to access the Service’s administrative features (such as a dashboard for configuring the assistant, obtaining embed code or API keys, viewing analytics, etc.). You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify Clipo immediately of any unauthorized use of your account or any other breach of security.

Fees and Payment: If the Service is offered on a paid subscription basis, you agree to pay all applicable fees as described in your subscription plan. Fees, payment schedules, and any applicable taxes will be disclosed at the time of subscription. Unless otherwise stated, fees are non-refundable. Clipo may modify the fees or introduce new charges with prior notice to you (for example, by email or through the Service), and such changes will apply at the start of the next billing cycle. If you do not agree to a fee change, you may cancel your subscription before the new fees take effect. Late payments may incur interest or result in suspension or termination of your account.

Subscriber Responsibilities: As a Subscriber, you agree to:

  • Use the Service only for lawful purposes and in compliance with all applicable laws and regulations, including data protection and privacy laws.
  • Ensure that your use of SiteAgent on your website (including the content of interactions and any data you collect from End Users through SiteAgent) complies with your own website’s terms of use and privacy policy. You are responsible for providing any required notices or obtaining any necessary consents from End Users for the processing of Personal Data through SiteAgent (for example, if GDPR or other laws apply to information collected via the assistant).
  • Not use the Service in a way that infringes or misappropriates any third party’s intellectual property or other rights, or that violates any laws (including laws regarding obscene, defamatory, or abusive content; or spam or unsolicited messaging).
  • Configure and use SiteAgent in accordance with any documentation or guidelines provided by Clipo. This includes adhering to any rate limits, usage limits, or technical requirements.
  • Be solely responsible for the content and information provided to SiteAgent for use on your site (such as any custom data or knowledge base you integrate for the assistant’s use). You warrant that you have all necessary rights to use and submit such content and that doing so will not violate any third-party rights or laws.
  • Cooperate with Clipo’s reasonable efforts to integrate and support the Service, including complying with any troubleshooting or support guidance.
  • If you become aware of any misuse of the Service, security breach, or any incident that could compromise the integrity of the Service or the data it processes, promptly notify Clipo.

End User Interactions: Subscribers acknowledge that End Users may interact with SiteAgent in unpredictable ways. Subscribers are responsible for monitoring the use of SiteAgent on their sites and for any content that End Users input into or receive from the Service. Clipo may provide tools or filters to help manage or moderate content, but the primary responsibility rests with the Subscriber to ensure that the Service’s use on its site aligns with the Subscriber’s standards and legal obligations.

5. Acceptable Use and Conduct

Whether you are a Subscriber or an End User, you agree to use SiteAgent in a manner that is ethical, respectful, and lawful. You will not:

  • Use the Service to upload, transmit, or share any content that is illegal, harmful, harassing, defamatory, obscene, pornographic, hateful, or otherwise objectionable, or that violates any law or rights of any person.
  • Exploit the Service to engage in any activity that could harm or disrupt the Service or the networks, systems, and infrastructure of Clipo or any third party. This includes not introducing viruses, worms, malware, or any other destructive code.
  • Attempt to gain unauthorized access to any accounts, computer systems, or networks related to the Service, or otherwise interfere with or disrupt the integrity or performance of the Service.
  • Misrepresent your identity or affiliation when using the Service, or attempt to impersonate any person or entity.
  • Reverse engineer, decompile, or attempt to discover the source code or underlying components of SiteAgent (except to the extent such restriction is prohibited by law).
  • Use the Service to develop or train a competing product or service, or otherwise use it for competitive benchmarking or analysis without our consent.
  • Remove, obscure, or alter any proprietary notices or labels on the Service or any reports or output of the Service.

Clipo reserves the right to monitor the use of the Service for security and operational purposes and to ensure compliance with these Terms. Clipo may suspend or terminate access for any Subscriber or End User (with or without notice) if, in our sole judgment, there is a violation of the acceptable use provisions or any other part of these Terms, or if such action is necessary to prevent harm to the Service, Clipo, or others.

6. Third-Party Integrations and Services

SiteAgent may allow or support integration with Third-Party Services to enhance functionality (for example, connecting SiteAgent with third-party knowledge bases, analytics tools, messaging platforms, or other plugins). If you choose to enable or use any Third-Party Services with SiteAgent:

  • You acknowledge that the Third-Party Service is not controlled by Clipo and that your use of a Third-Party Service is governed by that third party’s own terms and privacy policy, not by Clipo’s Terms or Privacy Policy.
  • Any data exchange or interaction between you (or your End Users) and the Third-Party Service is solely between you and the provider of that service. Clipo is not responsible for any access, use, or processing of data (including Personal Data) by the Third-Party Service or its provider. It is your responsibility as a Subscriber to review the third party’s terms and privacy practices before enabling the integration.
  • Clipo does not warrant or make any representations about the Third-Party Service’s availability, security, functionality, or appropriateness. Integration or availability of a Third-Party Service through SiteAgent does not constitute an endorsement or guarantee by Clipo.
  • If you enable a Third-Party Service, you grant Clipo permission to share or disclose data (which may include Personal Data) with the third party as necessary to enable the integration. For example, if a Third-Party Service needs access to End User queries to provide a response or needs to send data back to SiteAgent, you authorize Clipo to facilitate that data exchange.
  • Clipo may discontinue or suspend support for a particular Third-Party Service integration at any time. We will endeavor to provide notice if practicable, but this may not always be possible.
  • Any issues arising from the use of Third-Party Services should be resolved between you and the third-party provider. You agree that Clipo will not be liable for, and you will indemnify and hold Clipo harmless from, any harm or losses arising from your use of Third-Party Services in connection with SiteAgent.

7. Intellectual Property Rights

Clipo’s Intellectual Property: Clipo (and its licensors, if any) retains all right, title, and interest in and to the SiteAgent Service, including all software, algorithms, AI models, databases, user interfaces, features, and documentation, and all intellectual property rights therein. These Terms do not grant you any ownership of or license to any intellectual property rights in the Service, except for the limited usage rights expressly set forth. You must not use Clipo’s trademarks, logos, or other brand elements without our prior written consent.

License to Subscribers: Subject to your compliance with these Terms and any subscription agreement, Clipo grants Subscribers a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the SiteAgent Service on your website or application, solely for your internal business purposes and in accordance with these Terms and any guidelines or documentation provided by Clipo. This license is revocable and will terminate upon termination of your account or subscription.

Subscriber Content: As a Subscriber, you may provide or input content into the Service (for example, providing a knowledge base, FAQs, or other data for SiteAgent to use when responding to End Users, or training data to improve the assistant’s performance on your site). You retain any ownership rights you have in the content you provide. By providing or uploading any content to the Service, you grant Clipo a worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, display, and adapt such content solely for the purpose of operating and improving the Service (including training and refining AI models, unless you instruct us otherwise in writing). We will not use your provided content for any other purposes outside of providing the Service to you and improving it, without your permission.

End User Content: When an End User interacts with SiteAgent (for example, by typing a question or message), the content of those communications may be processed and stored by Clipo. Clipo does not claim ownership of End User-generated content. However, by using the Service, End Users grant Clipo and the Subscriber a license to use the content of their interactions for the purpose of delivering the Service (i.e., to generate responses and for the Subscriber to review chats or analytics) and to improve the Service. Clipo will handle any Personal Data contained in End User content in accordance with the Privacy Policy and applicable law. End Users should not share sensitive personal information in their interactions that they do not wish to be collected or used as described.

Feedback: If you (Subscriber or End User) choose to provide feedback, suggestions, or ideas regarding the Service (“Feedback”), you agree that Clipo is free to use such Feedback without restriction or compensation to you. Such Feedback will be considered non-confidential and non-proprietary.

8. Privacy and Data Protection

Privacy Policy: Your use of the Service is also governed by our Privacy Policy (see below), which explains how we collect, use, share, and protect personal information. We encourage you to read the Privacy Policy carefully. By using the Service, you consent to the data practices described in our Privacy Policy.

Subscriber Obligations (Data Protection): If you are a Subscriber and the use of SiteAgent on your site involves the processing of Personal Data about individuals (such as End Users), you agree to comply with all applicable privacy and data protection laws (including but not limited to GDPR if you operate in the European Economic Area or serve EU residents, and CCPA if you are subject to California law). This includes, without limitation, providing appropriate notices to users about the use of SiteAgent and the data collected, obtaining any necessary consents, and honoring requests from individuals (such as opt-outs or data access/deletion requests). Clipo will process Personal Data on your behalf as a "service provider" or "processor" (as defined under CCPA and GDPR, respectively) and will not retain, use, or disclose Personal Data for any purpose other than providing the Service and as otherwise permitted by these Terms, the Privacy Policy, and applicable law.

Data Processing Addendum: Upon request, and if required by law, Clipo can provide a Data Processing Addendum ("DPA") to govern the processing of Personal Data of individuals in the EU/EEA or other jurisdictions that require a DPA, incorporating the Standard Contractual Clauses or other appropriate safeguards for international data transfers. The terms of any such DPA are hereby incorporated by reference into these Terms for applicable Subscribers. In the event of a conflict between the DPA and these Terms regarding data protection matters, the DPA will prevail.

End User Privacy: If you are an End User, please be aware that when you interact with SiteAgent on a website, both Clipo and the Subscriber (the website owner) may process certain data about you. For example, Clipo may record the chat conversation, and the Subscriber may have access to the transcript of your interaction and any information you provided. Clipo and the Subscriber will each handle that information in accordance with their respective privacy policies and applicable laws. Do not provide sensitive personal information (such as social security numbers, health information, or financial account details) when using the Service, unless it is necessary for the nature of your inquiry, as no online service can be completely secure.

Analytics and Improvement: Clipo may monitor and analyze usage of the Service (both by Subscribers and End Users) to improve performance, fix errors, and enhance user experience. Any Personal Data used for analytics or machine learning training will be handled in compliance with applicable laws, and, where required, Clipo will anonymize or aggregate data to protect individual identities.

9. Confidentiality

Confidential Information: In using the Service, it is possible that Subscribers and Clipo may exchange confidential information. “Confidential Information” means any non-public information disclosed by one party to the other in connection with the Service, which is designated as confidential or which should reasonably be understood to be confidential given the nature of the information and the context of disclosure. For Subscribers, Confidential Information includes any non-public data you provide to Clipo to enable the Service (such as unpublished content, business information, or user data). For Clipo, Confidential Information includes non-public aspects of the Service, such as software, algorithms, pricing information, or any security credentials.

Protection of Confidential Information: The party receiving Confidential Information (“Receiving Party”) will: (a) use the disclosing party’s Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under these Terms, and (b) not disclose it to any third party except to its employees, contractors, or agents who need to know it for that purpose and who are bound by confidentiality obligations at least as protective as those in these Terms. The Receiving Party will protect Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly available without breach of these Terms, (ii) the Receiving Party obtained from a third party without a duty of confidentiality, (iii) is independently developed by the Receiving Party without use of the disclosing party’s Confidential Information, or (iv) is required to be disclosed by law or court order, provided that (if legally permissible) the Receiving Party gives prompt notice to the disclosing party and cooperates with any efforts to limit or contest the disclosure.

Return or Destruction: Upon termination of your Subscriber account or upon request, each party will return or destroy (and certify destruction of) the other party’s Confidential Information in its possession, except to the extent retention is required by law or for routine backup purposes (in which case the information will remain protected under this Section).

10. Term and Termination

Term: These Terms are effective between you and Clipo from the moment you first accept them (as described in Section 2) and will remain in effect until terminated.

Termination by Subscriber: Subscribers may terminate their subscription or account at any time by providing written notice to Clipo or using any account cancellation feature provided in the Service. If you terminate a paid subscription, you may still be responsible for any fees already incurred or for the remainder of any subscription term, in accordance with the applicable cancellation policy or subscription agreement.

Termination by Clipo: Clipo may suspend or terminate your access to the Service (or the Service as a whole) at any time with or without cause, including if we believe you have violated these Terms, if required by law or court order, if continuing to provide the Service could create legal risk for us, or if your account has been inactive for an extended period. In most cases and when practicable, we will attempt to provide advance notice to Subscribers of suspension or termination, but we may not do so if we determine it is not feasible or legally permitted.

Effect of Termination: Upon termination of these Terms or your account for any reason: (a) any rights and licenses granted to you under these Terms will cease immediately, and you must stop using the Service, including removing any SiteAgent code or integration from your website; (b) any fees owed by you to Clipo will become immediately due and payable; and (c) Clipo may delete or anonymize data associated with your account, except to the extent we are obliged or permitted to retain it under applicable law or our Privacy Policy.

For End Users, if your use of the Service (via a Subscriber’s site) is terminated or if the Subscriber’s service is terminated, you should discontinue use. End User data may be retained by the Subscriber or Clipo as per the Privacy Policy.

Sections of these Terms that by their nature should survive termination (including, but not limited to, provisions on intellectual property, warranties disclaimer, limitation of liability, indemnity, dispute resolution, and governing law) shall survive termination.

11. Disclaimers of Warranties

Use at Your Own Risk: The SiteAgent Service is provided on an “AS IS” and “AS AVAILABLE” basis. Your use of the Service, including any information or content obtained through the Service, is at your own risk. To the fullest extent permitted by law, Clipo disclaims all warranties of any kind, whether express, implied, or statutory, regarding the Service and its output.

No Warranty: Clipo does not guarantee that the Service will be uninterrupted, error-free, or secure. We do not guarantee that the AI-generated responses or content will be correct, reliable, or fit for any particular purpose. Specifically, we make no warranty that:

  • The Service will meet your requirements or expectations.
  • The Service will be available on an uninterrupted, timely, secure, or error-free basis.
  • The information or results obtained from the Service (including AI-generated answers) will be accurate, complete, or reliable.
  • Any defects or errors in the Service will be corrected.

Implied Warranties: To the maximum extent permitted by applicable law, all implied warranties, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, are expressly disclaimed. Clipo does not warrant any third-party software, service, or information, including the Third-Party Services integrated with SiteAgent.

No Responsibility for Decisions: Clipo is not responsible for how Subscribers or End Users use the information obtained through the Service. All decisions made by you based on information from the Service are your sole responsibility. You should exercise judgment and, if applicable, seek independent professional advice when making decisions or taking actions based on the Service’s output.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not apply to you. In such cases, the warranties are disclaimed to the fullest extent permitted by applicable law.

12. Limitation of Liability

To the maximum extent permitted by law, in no event will Clipo or its affiliates, officers, directors, employees, agents, or licensors be liable to you for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, data, use, goodwill, or business interruption, or the cost of substitute services, arising out of or in connection with your access to or use of (or inability to use) the Service or any content provided through the Service, whether based on warranty, contract, tort (including negligence), strict liability, or any other legal theory, even if Clipo has been advised of the possibility of such damages.

To the extent permitted by law, Clipo’s total cumulative liability for all claims related to the Service or these Terms, regardless of the form of action, shall not exceed the total amount paid by the Subscriber to Clipo for the Service in the six (6) months immediately preceding the event giving rise to the liability. If you are an End User who has not paid any amount to Clipo, Clipo’s total liability to you shall not exceed fifty U.S. dollars (USD $50).

Exceptions: Nothing in these Terms is intended to exclude or limit liability that cannot be limited by law, such as liability for death or personal injury caused by gross negligence or willful misconduct, or for fraud or fraudulent misrepresentation. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to you in its entirety.

You acknowledge and agree that the disclaimers and limitations of liability in these Terms are a fundamental basis of the bargain between you and Clipo, and that Clipo would not be able to provide the Service on an economically feasible basis without such limitations.

13. Indemnification

By Subscribers: You agree to indemnify, defend, and hold harmless Clipo, its parent company, affiliates, and their respective officers, directors, employees, and agents (the “Clipo Parties”) from and against any and all third-party claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees and costs) that arise out of or relate to: (a) your use of the Service (including any activities under your account and use by your End Users on your site); (b) your violation of these Terms or any applicable law or regulation; (c) any content or data you provide to the Service, or any content transmitted by End Users through SiteAgent on your site, including claims that such content or data infringes or misappropriates any third party’s intellectual property, privacy, or other rights; or (d) your gross negligence or willful misconduct.

By End Users: If you are an End User, you agree to indemnify, defend, and hold harmless the Clipo Parties from and against any third-party claims, liabilities, damages, losses, or expenses arising out of or related to your violation of these Terms or applicable law in connection with your use of the Service.

Clipo reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (Subscriber or End User). In that case, you agree to cooperate with Clipo’s defense of that claim. You must not settle any such claim without Clipo’s prior written consent if the settlement would impose any obligation on Clipo or require an admission of fault by Clipo.

14. Governing Law

These Terms and any disputes arising out of or relating to these Terms or the Service will be governed by and construed in accordance with the laws of the State of California, U.S.A., without regard to its conflict of law principles, and without regard to the United Nations Convention on Contracts for the International Sale of Goods. However, we recognize that certain consumer protection laws may apply to End Users based on their country of residence; nothing in this Section is intended to limit any rights you may have under mandatory law (for instance, certain statutory rights under EU consumer laws if applicable).

15. Dispute Resolution and Arbitration

Informal Resolution: We encourage you to contact us first in case of any dispute or issue at [email protected]. We will try to resolve your concerns without the need for formal legal action.

Binding Arbitration: If we cannot resolve a dispute informally, you and Clipo agree that any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Service (collectively, “Disputes”) shall be resolved by final and binding arbitration rather than in court. This agreement to arbitrate applies to both Subscribers and End Users to the extent legally permissible. The arbitration will be administered by the American Arbitration Association (AAA) or a similar reputable arbitration organization, and conducted by a single arbitrator.

  • Arbitration Location: The arbitration shall be conducted in Northern California (such as San Francisco, California), unless you and Clipo agree otherwise. If you are an individual End User, and traveling to California would cause you undue hardship, the arbitrator may allow remote participation (e.g., via video conference) or decide the matter through written submissions.
  • Arbitration Rules: The arbitration shall be conducted in English and in accordance with the AAA’s applicable rules (for example, the Commercial Arbitration Rules if you are a business, or the Consumer Arbitration Rules if you are an individual using the Service for personal use). You can find information about AAA and its rules at www.adr.org.
  • Individual Basis Only: You and Clipo waive any right to have any Dispute heard as a class action, representative action, collective action, or private attorney general action, to the extent permissible by law. All Disputes shall be arbitrated on an individual basis only, and not consolidated with any other arbitration or proceeding involving a dispute of any other party. If this class action waiver is found to be unenforceable, then the entirety of this arbitration agreement shall be null and void, but the rest of these Terms shall remain in effect.
  • Arbitration Judgment: The arbitrator’s decision will be binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrator shall have the authority to award any relief that a court of law could, including monetary damages, injunctive relief, and attorneys’ fees to the extent authorized by law.
  • Exceptions: Notwithstanding the above, either party may bring an individual action in small claims court if the claim is within that court’s jurisdiction and proceeds on an individual (non-class) basis. Also, either party retains the right to seek injunctive or equitable relief in a court of competent jurisdiction to prevent (for example) actual or threatened misuse of its intellectual property or breach of confidentiality.

Opt-Out Right (for Individuals): If you are an individual (not a company) entering into these Terms for personal use of the Service (e.g., as an End User), you have the right to opt out of the arbitration agreement in this Section by sending a written notice of your decision to opt out to Clipo at [email protected] or via mail to our corporate address (provided in the Contact Information section). This opt-out notice must be postmarked or emailed no later than 30 days after the date you first agree to these Terms. If you opt out of arbitration, the arbitration agreement will not apply to you, but the rest of these Terms will remain in effect. (Opting out of arbitration has no effect on any previous or other arbitration agreements you may have with us.)

Waiver of Jury Trial: If for any reason a Dispute proceeds in court rather than arbitration, you and Clipo waive any right to a jury trial, to the extent permitted by law.

16. Changes to Terms

Clipo may update or modify these Terms from time to time. If we make material changes, we will notify Subscribers by email or by posting a notice through the Service (such as on the dashboard or our website) prior to the change becoming effective. For End Users, we may also post the updated Terms on our website and may indicate that new terms are in effect when you interact with SiteAgent.

Any revised Terms will supersede all previous versions. By continuing to use the Service after the updated Terms take effect, you agree to be bound by the revised Terms. If you do not agree to the revised Terms, you should stop using the Service and, if you are a Subscriber, you may terminate your account or subscription.

17. Miscellaneous

Entire Agreement: These Terms (including any documents incorporated by reference, such as the Privacy Policy and any DPA or subscription order forms) constitute the entire agreement between you and Clipo regarding the Service and supersede all prior agreements or understandings, whether written or oral, relating to the same subject matter. Any additional or different terms proposed by you (for example, in a purchase order or email) are rejected and will not apply unless expressly agreed in writing by an authorized representative of Clipo.

Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect.

No Waiver: The failure of either party to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver must be in writing to be effective.

Assignment: You may not assign or transfer these Terms or any of your rights or obligations hereunder, in whole or in part, without Clipo’s prior written consent. Any attempted assignment in violation of this provision will be null and void. Clipo may assign these Terms freely to its affiliates or in connection with a merger, acquisition, reorganization, or sale of assets or by operation of law.

Relationship of Parties: Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between you and Clipo. We are an independent contractor for all purposes.

Third-Party Beneficiaries: Except as expressly provided in these Terms, there are no third-party beneficiaries to this Agreement. End Users of a Subscriber are not third-party beneficiaries of the Subscriber’s agreement with Clipo.

Force Majeure: Clipo shall not be liable for any failure or delay in performance to the extent caused by circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, governmental actions, war, civil disturbance, labor shortages or disputes, internet or telecommunications failures, or denial-of-service attacks.

Notices: Clipo may provide notices or communications to you by email to the address associated with your account, by posting on our website or within the Service, or through any other legally accepted means. You may provide notices to Clipo by email at [email protected] or by mail to Clipo, Inc., [1234 Clipo Avenue, San Francisco, CA 94105], Attn: Legal Department.

18. Contact Information

If you have any questions about these Terms or the Service, you may contact us at:

Clipo, Inc.
[1234 Clipo Avenue, San Francisco, CA 94105] (Attn: Legal Department)
Email: [email protected]