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CLIP GENIUS USER AGREEMENT
The terms and conditions in this User Agreement (the "Agreement") will govern your use of the web site located at the URL www.clipgenius.com (the "Web Site"), your access to the Clip Genius services offered by Clip Genius, Inc. ("Clip Genius") on the Web Site (the "Service"), and your use of the data you obtain by use of the Service. Accessing or using the Web Site, and the Information Services therein, constitutes acceptance of these terms and conditions.
MODIFICATIONS OF TERMS AND CONDITIONS
Clip Genius may, at any time and at its sole discretion, modify the terms and conditions of this Agreement. Any such modifications will be made available online and will be effective immediately upon posting on the Web Site. Advance notice of a change in subscription charges will be provided to you by e-mail. You agree to assume responsibility for periodically reviewing these rules and any modifications in the section of the Web Site entitled "Legal Notice/Use License". By continuing to use the Service following the initial posting date of modifications made by Clip Genius, you agree to be bound by this Agreement as amended. If at any time, you disagree with the terms and conditions of this Agreement, you may terminate this Agreement as provided below.
SERVICES TO BE RENDERED AND DELIVERY OF SERVICES
Clip Genius offers its Service on an "as is" basis. Through the Service, Clip Genius distributes information supplied by third parties and provides Internet hyper-text links and references to such third party information. The search is conducted automatically and, therefore, you should not assume that: (i) any materials identified, located, referenced, linked, obtained or otherwise provided through the use of the Service are error-free; (ii) a search will return accurate, reliable, timely, correct, useful or complete results; or (iii) your use of the Service will be uninterrupted. Clip Genius reserves the right to add and delete, at any time, sources searched by the Service. As part of the Service, Clip Genius will notify you, at the e-mail address provided to Clip Genius during your registration or as updated at any future time by you, of your search results. Clip Genius will not be responsible for your failure to timely view your search results. However, Clip Genius reserves the right to alter the time and date of delivery of your search results without prior notification to you of such change.
Clip Genius reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Clip Genius shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. Clip Genius reserves the right to add, substitute, or delete information sources on which the Services are based without prior notice.
FORCE MAJEURE
The failure of either party to perform its obligations under this Agreement due to conditions beyond its control, including, but not limited to, acts of God, catastrophes, government restrictions, wars, insurrections, strikes, fires, floods or work stoppages, and telecommunication services beyond its control shall not be deemed a breach; PROVIDED, HOWEVER, that if failure to perform because of conditions beyond the control of one party continues in excess of sixty (60) days, then the other party may terminate this Agreement without penalty by giving thirty (30) days prior written notice.
SUBSCRIPTION CHARGES
Use of the Service is charged on a monthly, quarterly, or annual basis. Information as to the current monthly charge for the Service is listed under "Pricing Plans" on the Web Site. Once a billing period has commenced (on the date as determined by Clip Genius), you will be responsible for payment of the charges incurred for such billing period. You agree that Clip Genius may bill your monthly or annual subscription charges to the credit card account provided to Clip Genius during the registration process on a monthly or annual basis without any additional authorization from you and that such charges will be billed to you by Clip Genius on an on-going monthly or annual basis until Clip Genius has received a written cancellation request from you. You acknowledge that your cancellation request will become effective at of the end of the billing period in which your cancellation request is received by Clip Genius (provided such notification is received at least five days prior to the end of such period) and that fees incurred for the period in which your cancellation request is received will be paid in full by you. Clip Genius will bill your account in full monthly, quarterly, or annual increments and will not pro rate any portion of such monthly period of Service.
TRADEMARK AND COPYRIGHT RESTRICTIONS
"Clip Genius" and the Clip Genius logo are trademarks, service marks, and trade names of Clip Genius. All other marks that appear throughout the Service are the property of their respective owners. You fully understand and acknowledge that you are not granted any right or license whatsoever to use any of the marks and logos of owned by Clip Genius or of any such other entity, and that all such uses of any of the marks appearing throughout the Service is strictly prohibited. You understand that this Web Site also contains or may contain copyrighted or other proprietary materials of Clip Genius, its sponsors, advertisers or other third parties. You understand and acknowledge that, except as strictly necessary for your personal viewing and use of this Web Site by means of a standard Internet browser (such as Microsoft Internet Explorer and Netscape Navigator), you are not granted any right or license to use, link to, reproduce, modify, duplicate, distribute, display or perform any such copyrighted materials used or displayed on this Web Site or to permit others to do the same, and that all such uses are prohibited.
NO THIRD PARTY WARRANTIES
Clip Genius provides information from, and links to, other web sites owned and/or maintained by third parties and accordingly assumes no responsibility for the content, accuracy, copyright compliance, legality or decency of materials contained in any site included in its searches. No inference or assumption should be made and no representation may be implied that either Clip Genius, its parent or subsidiary companies or any of their affiliates, edit, operate or control in any respect any information, products or services on the third party sites from which such date is obtained. Any information, opinion, advice, statement, service, offer or other materials or content derived from third party sites, as between Clip Genius and such sites, are the property and responsibility of the respective sites and not of Clip Genius.
DISCLAIMER OF WARRANTIES
The Internet changes constantly and searching techniques cannot possibly search all accessible sites located on the Internet. Therefore, Clip Genius does not warrant or guarantee that your search results will be complete or that the links associated with the sites contained in your search results will be accurate at the time of delivery of such search results or at any time thereafter.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIP GENIUS DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY AS TO THE ACCURACY OR AVAILABILITY OF THE SERVICE, WARRANTY OF MERCHANTABILITY, SUITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL PR GENIUS BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST OR ANTICIPATED PROFITS, ARISING FROM ANY ACT OR FAILURE TO ACT BY CLIP GENIUS WHETHER OR NOT IT HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, OF THE POSSIBILITY OF SUCH DAMAGES, NOR WILL IT BE LIABLE FOR DAMAGES CAUSED BY ANY FAILURE OF PERFORMANCE, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, COMMUNICATION LINE FAILURES, THEFT, DESTRUCTION OR UNAUTHORIZED USE OF THE SERVICE. CLIP GENIUS DOES NOT GUARANTEE THE ACCURACY AND COMPLETENESS OF THE INFORMATION CONTAINED IN THE SERVICE WHICH IS SUPPLIED ON AN “AS IS” BASIS. SOME CONTENT MONITORED CONTAINS THE OPINIONS OF OTHERS AND MAY CONTAIN PROFANITY OR OTHER OBJECTIONABLE MAT-TER. CLIP GENIUS MAKES NO EFFORT TO AND DOES NOT SUBSTANTIATE THE TRUTHFULNESS OF ANY CONTENT OR ENDORSE IT. CLIP GENIUS RESERVES THE RIGHT TO ADD OR WITHDRAW SOURCES AND ITEMS OF COVERAGE FROM THE SERVICE WITHOUT PRIOR NOTICE TO SUBSCRIBER. IN NO EVENT SHALL CLIP GENIUS BE LIABLE FOR ANY DAMAGES, LIABILITIES, LOSSES OR EXPENSES, IN EXCESS OF THE AGGREGATE AMOUNT CLIP GENIUS SHALL HAVE RECEIVED FROM SUBSCRIBER PURSUANT TO THIS AGREEMENT FOR THE CURRENT TERM HEREOF. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO EACH SUBSCRIBER.
TERMINATION
This Agreement may be terminated by Clip Genius at any time or by you upon five days notice, provided that the terminating party provides to the other party written notice of its intent to terminate this Agreement. Such written notice will be sent to the other party by registered U.S. mail or nationally recognized courier. The address for notices to Clip Genius is listed in the section of the Web Site entitled "Contact Us." The termination of this Agreement by either party will not affect (i) your obligation to pay the subscription charges for the remaining portion of the period in which termination was noticed and (ii) the enforceability of the terms and conditions of this Agreement as they relate to acts and omissions during the period prior to such termination.
MISCELLANEOUS
You acknowledge that the design, development, content (other than information, advertisements or any other content owned by any third party), usernames, passwords, look, feel and functionality of the Web Site are in the sole control and discretion, and are the property, of Clip Genius. These terms and conditions represent the complete, final and exclusive agreement between Clip Genius and you, and supersede and merge all prior oral, written or electronically transmitted agreements, representations and understandings between Clip Genius and you. Any amendments or changes to this Agreement may only be authorized in writing by the President of Clip Genius and under no circumstances will any employee of Clip Genius or any affiliate of Clip Genius have the right to alter, waive or modify the terms or conditions of this Agreement. This Agreement will be governed by the laws of the Commonwealth of Virginia. If any of the provision of this Agreement is determined by a court to be void, invalid, unenforceable or illegal, the enforceability of the other provisions of this Agreement will not be affected. This Agreement may not be assigned without Clip Genius’ written consent. This Agreement shall be interpreted and enforced under the laws and in the courts of the Commonwealth of Virginia. You hereby waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the use of the Web Site in such courts and agree not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.
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