CLIPCLIP Advertiser Terms

These Advertiser Terms and Conditions (the "Terms") constitute a legally binding agreement between Apptastic Tech Sp. z o.o., trading as CLIPCLIP ("CLIPCLIP"), and the company identified on a signed Insertion Order (the "Advertiser"). These Terms govern the supply of clipping and short-form distribution services. Each Campaign shall be recorded in a signed Insertion Order (an "IO") that incorporates these Terms by reference at https://clipclip.am/legal/terms. These Terms contain the conditions of the engagement. An IO records only the commercial particulars of the relevant Campaign. No website page, download, form, correspondence, or oral statement constitutes an IO. CLIPCLIP shall deliver Eligible traffic through Clipper partners on the platforms specified in the IO and shall coordinate those partners with each such platform. Commercial fields that have not been completed in writing on the IO form no part of the bargain.

Definitions

In these Terms: "CLIPCLIP" means Apptastic Tech Sp. z o.o., ul. Piłsudskiego 74/320, 50-020 Wrocław, Poland, VAT/Tax ID PL8971890288, trading as CLIPCLIP, and includes its permitted successors and assigns. "Advertiser" means the legal person named on the IO. "Affiliate" means any entity that controls, is controlled by, or is under common control with a party. "Clipper" means an independent creator or account operator engaged by CLIPCLIP and not by the Advertiser. "Confidential Information" means all non-public information relating to a party, a Campaign, pricing, strategy, creative, roster, or personal data, including the identities of Clippers and personnel. "Eligible views" means views that CLIPCLIP, acting reasonably and in accordance with its review process, accepts as valid for billing. "Invalid traffic" means views that are fake, incentivised, non-human, fraudulent, or otherwise ineligible. "Source" means all video, audio, images, captions, marks, claims, handles, and other materials supplied by or on behalf of the Advertiser. "Campaign" means the clipping and distribution services described in a signed IO. "KPI" means any view, volume, or similar performance figure expressly written on the IO. Headings are for convenience only and shall not affect interpretation. Words importing the singular include the plural and vice versa.

Parties and scope

These Terms bind CLIPCLIP and the Advertiser exclusively in respect of advertiser purchases of clipping services. They do not govern clipper roster applications, clipper payouts, or use of the website except as provided in the site-use clause. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties, or between the Advertiser and any Clipper. No Clipper is a subcontractor, agent, or employee of the Advertiser.

Formation of contract

The contract for a Campaign comprises (a) these Terms and (b) the signed IO that incorporates them by URL and version date. No contract, and no obligation to commence work, shall arise from a form, email, call, presentation, draft IO, quotation, or oral discussion. Work shall commence only when both of the following have occurred, unless the IO expressly states a different commencement condition: (i) both parties have signed an IO that names these Terms; and (ii) CLIPCLIP has received the full pre-payment in cleared funds. The IO shall control only the commercial fields and special terms completed on that IO. These Terms shall control in all other respects. In the event of conflict, the completed fields of the IO shall prevail solely to that extent.

Services

CLIPCLIP shall clip Advertiser Source into short-form videos and shall cause such videos to be placed on Clipper accounts on TikTok, Meta, YouTube, X, and any additional platform specified in the IO. CLIPCLIP shall select, brief, and manage Clippers, coordinate them with each named platform, and report Eligible views. The Advertiser shall not hire, brief, instruct, or pay Clippers. CLIPCLIP may attach handles, marks, or captions supplied by the Advertiser. CLIPCLIP may refuse, suspend, or decline any work that it reasonably considers unlawful, unsafe, or likely to give rise to platform, regulatory, or legal risk.

Delivery obligation

CLIPCLIP shall deliver traffic through Clipper partners on the platforms named in the IO and shall coordinate those partners with each such platform. That obligation is the delivery duty under these Terms. It is not a warranty of virality, ranking, follower growth, sales, revenue, brand lift, or any result other than delivery of Eligible traffic as provided in these Terms and the IO. Subject to the IO and any written brand rules, CLIPCLIP may determine the Clippers, formats, posting times, and lawful methods used to perform the delivery duty.

Campaign commercials

Campaign name, brand, territory, language, platforms, CPM, budget, and any KPI shall be specified solely in the IO. A field that has not been completed in writing is not priced and is not an agreed term. Completion of those fields shall not diminish CLIPCLIP's delivery duty once the IO is signed and pre-payment has cleared. If the IO states a KPI, that figure is a minimum of Eligible views and not a cap. Over-delivery shall not constitute a breach and shall not be billed above the stated budget unless the IO expressly so provides.

Commencement and pre-payment

Unless the IO expressly provides otherwise, the Advertiser shall pay the full amount stated on the IO in advance, in the currency specified on the IO, by electronic transfer in cleared funds, without set-off, counterclaim, withholding, or deduction except as required by law. If law requires withholding, the Advertiser shall gross up the payment so that CLIPCLIP receives the amount stated on the IO. CLIPCLIP shall have no obligation to commence or continue performance until pre-payment has cleared. Late payment shall entitle CLIPCLIP to suspend the Campaign. Time during which performance is suspended for non-payment shall not count against any delivery window.

Eligible views and invalid traffic

Only Eligible views shall count toward any KPI, volume, or CPM billing. Invalid traffic shall not be billed and shall not count. CLIPCLIP may use automated tools, third-party signals, and manual review. Such tools assist CLIPCLIP's determination and do not constitute a warranty that every instance of Invalid traffic will be identified. Figures shown in platform dashboards, advertising managers, analytics products, or third-party pixels may differ from CLIPCLIP's report. CLIPCLIP's report shall be the billing record unless the Advertiser gives a valid discrepancy notice under the reporting clause.

Reporting and discrepancy window

CLIPCLIP shall provide Campaign reporting at the cadence stated in the IO or, if none is stated, at reasonable intervals during the Campaign and a closing report after the Campaign ends. The Advertiser shall have seven (7) days from receipt of a report to give written notice of any discrepancy, with sufficient particularity to permit investigation. If no such notice is given within that period, the report shall be final and binding for billing. CLIPCLIP shall consider good-faith discrepancy notices and may adjust Eligible views where its review supports a correction.

10.

Makegoods and refunds

If the IO states a KPI and CLIPCLIP fails to deliver that KPI in Eligible views within the Campaign term, CLIPCLIP shall, at its option: (a) continue delivery until the KPI is met; or (b) refund to the Advertiser, pro rata on the IO CPM, the fees attributable to undelivered Eligible views. That remedy is the Advertiser's exclusive remedy for shortfall against a stated KPI. If no KPI or CPM is written on the IO, no refund formula applies until those fields are completed in writing. Save as required by mandatory law, a refund under this clause is the Advertiser's sole monetary remedy for undelivered Eligible views.

11.

Approval of postings

If the IO requires pre-approval, CLIPCLIP shall not release a posting, and shall not pay a Clipper for a posting, that the Advertiser has rejected in the time and manner specified in the IO. Silence after a reasonable approval window may be treated as approval if the IO so provides. Rejected or unapproved posts shall not be billed against budget or Eligible views unless the IO expressly provides otherwise. Approval of a posting does not transfer to CLIPCLIP any legal risk in the Source.

12.

Advertiser warranties

The Advertiser represents, warrants, and undertakes that: (a) it is duly organised and validly existing and has full power and authority to enter into the IO and these Terms; (b) it owns, or has obtained and will maintain, all rights, licences, and consents in the Source required for CLIPCLIP and Clippers to clip, edit, caption, localise, and distribute the Source on the named platforms for the Campaign, including music, footage, trade marks, names, voices, and likenesses; (c) the Source and any required claims, captions, and handles are accurate and lawful in each target territory; (d) the Campaign will not infringe third-party intellectual property, privacy, publicity, or personality rights, and will not violate applicable advertising, consumer, gambling, finance, health, or platform rules; and (e) it shall supply Source and written brand rules in sufficient time for CLIPCLIP to perform.

13.

Indemnity

The Advertiser shall indemnify, defend, and hold harmless CLIPCLIP, its officers, employees, contractors, and Clippers from and against all claims, losses, damages, fines, and reasonable legal costs arising out of or in connection with: (a) the Source or any Advertiser claims, marks, or handles; (b) any breach of the Advertiser warranties; (c) any alleged infringement of intellectual property, music, likeness, or publicity rights in the Source; (d) any regulated-category advertising instructed by the Advertiser; and (e) any instruction of the Advertiser that CLIPCLIP reasonably followed. CLIPCLIP shall give prompt written notice of a claim and reasonable cooperation. CLIPCLIP may participate in the defence with counsel of its choosing at its own cost.

14.

Brand safety and regulated categories

The Advertiser shall set compliance, category, and brand rules in writing. CLIPCLIP shall brief Clippers to those rules. CLIPCLIP may decline or suspend any Campaign in gambling, finance, health, crypto, adult, political, or other regulated or high-risk categories, or where the Advertiser's rules are incomplete. The Advertiser remains solely responsible for category licences, age-gating, and mandatory disclosures. CLIPCLIP does not act as the Advertiser's legal or compliance adviser and gives no opinion on the lawfulness of the Advertiser's category or claims.

15.

Platform actions and algorithms

Platforms may remove, limit, demonetise, restrict, label, or otherwise act upon posts, or change distribution, without notice. Such actions are outside CLIPCLIP's control. They shall not constitute a breach by CLIPCLIP if CLIPCLIP continues to pursue Eligible traffic by other lawful means permitted by the IO. CLIPCLIP shall not be liable for platform policy changes, outages, or enforcement against a Clipper account. If a platform renders delivery on a named channel unlawful or impracticable, CLIPCLIP may substitute another platform named on the IO or a replacement agreed in writing.

16.

Fees, currency, and tax

Fees, CPM, currency, and budget shall be as written on the IO. Unless the IO expressly provides otherwise, all amounts are exclusive of VAT and similar taxes. Apptastic Tech Sp. z o.o. shall add VAT where Polish or EU law requires it. Invoices shall state VAT/Tax ID PL8971890288. The Advertiser shall provide a valid VAT identification number if it has one. CLIPCLIP may suspend performance and recover reasonable collection costs on overdue amounts.

17.

No additional warranties

Except as expressly stated in these Terms or a signed IO, CLIPCLIP gives no warranty, representation, or undertaking as to virality, reach, revenue, installs, follower growth, sales, or any CPM or KPI outcome. Presentations, examples, calculators, and prior campaigns are illustrative only and do not constitute warranties. Nothing in this clause limits the delivery, coordination, reporting, makegood, or refund obligations set out in these Terms.

18.

Clippers and non-solicitation

Clippers are independent contractors of CLIPCLIP. The Advertiser shall not contact, brief, hire, or pay Clippers except through CLIPCLIP. During the Campaign and for twelve (12) months after it ends, neither party shall, without prior written consent, solicit, engage, or employ the other party's personnel or any CLIPCLIP Clipper who worked on the Campaign. General recruitment advertising not directed at such persons is permitted. CLIPCLIP's roster, rates, contact details, and performance data are CLIPCLIP Confidential Information and shall not be used except for the Campaign.

19.

Confidentiality

Each party shall keep the other party's Confidential Information confidential and shall not disclose it except as permitted by this clause. The obligation shall continue for one (1) year after the Campaign ends, and indefinitely in respect of trade secrets. The obligation does not apply to information that: (a) is or becomes public other than by breach; (b) is independently developed without use of the other party's Confidential Information; (c) must be disclosed by law, provided that prior notice is given where lawful; or (d) is disclosed to professional advisers under a duty of confidence. Posting of approved clips is permitted. CLIPCLIP may name the Advertiser as a client unless the IO forbids it.

20.

Intellectual property

The Advertiser retains all right, title, and interest in the Source, marks, and handles. The Advertiser hereby grants CLIPCLIP a limited, non-exclusive, royalty-free, worldwide licence, for the Campaign term and a reasonable period thereafter for reporting and takedown, to copy, clip, edit, caption, subtitle, resize, and distribute the Source and finished clips through Clippers on the named platforms. CLIPCLIP retains all right, title, and interest in its methods, software, roster, fraud tools, templates, know-how, and brand. Finished clips produced from Advertiser Source are owned by the Advertiser, subject to CLIPCLIP's retained rights and to applicable platform terms. CLIPCLIP may use finished clips and non-confidential results to demonstrate its work unless the IO forbids it.

21.

Term, suspension, and termination

Each Campaign shall run for the period stated in the IO, or until the budget or stated KPI is exhausted, whichever the IO provides. Either party may terminate a Campaign on twenty-one (21) days' prior written notice. Either party may suspend or terminate immediately if: (a) content is unlawful; (b) invoices remain unpaid; (c) there is material platform or legal risk; or (d) the other party commits a material breach and fails to cure it within seven (7) days of written notice. Termination by the Advertiser without cause shall not relieve the Advertiser of fees for Eligible work already delivered and shall not entitle the Advertiser to a refund of unused pre-payment except as required by the makegood clause. If CLIPCLIP terminates without cause, it shall refund fees for undelivered paid services. Clauses that by their nature should survive, including warranties, indemnity, confidentiality, non-solicitation, intellectual property, liability, and governing law, shall survive termination.

22.

Limitation of liability

To the maximum extent permitted by law, neither party shall be liable for loss of profits, loss of data, loss of goodwill, or any indirect, incidental, special, or consequential loss, or for platform actions. Each party's aggregate liability arising out of a Campaign shall not exceed the fees actually paid for that Campaign under the relevant IO. The cap shall not apply to the Advertiser's indemnity, the Advertiser's payment obligations, or liability that Polish law does not permit to be limited, including death or personal injury caused by negligence, and fraud. CLIPCLIP shall not be liable for delay caused by late Source, late approvals, non-payment, or platform outages.

23.

Force majeure

Neither party shall be liable for delay or failure to perform to the extent caused by circumstances beyond its reasonable control, including platform outage or material policy change, war, epidemic, strike, utility failure, or governmental act. The affected party shall give prompt written notice and shall use reasonable efforts to resume performance. If a force majeure event continues for more than thirty (30) consecutive days, either party may terminate the affected Campaign by written notice, and CLIPCLIP shall refund unused pre-payment for undelivered services.

24.

Notices, assignment, and entire agreement

Notices under these Terms or an IO shall be in writing and sent to the emails specified on the IO or, for CLIPCLIP, to legal@clipclip.am. Email notice shall be deemed received on the next business day in Poland after sending, unless a bounce is received. Neither party may assign the contract without the prior written consent of the other, except that CLIPCLIP may assign to an Affiliate or to a successor of its business. These Terms and the signed IO constitute the entire agreement for the relevant Campaign and supersede all prior discussions and documents relating to that Campaign. No amendment is effective unless made in writing and signed, or clearly agreed by email, by both parties. If any provision is held invalid, the remaining provisions shall continue in full force. Failure to enforce a right is not a waiver of that or any other right.

25.

Governing law and jurisdiction

These Terms and each IO shall be governed by the laws of Poland, excluding its conflict-of-law rules. The courts of Wrocław, Poland shall have exclusive jurisdiction, provided that CLIPCLIP may seek interim or injunctive relief in any court of competent jurisdiction. The parties shall first attempt to resolve any dispute by written notice to legal@clipclip.am. These Terms confer no third-party rights except that Clippers may rely on the Advertiser indemnity in respect of claims arising from the Source.

26.

Roster applications

An application to the clipper roster does not make the applicant an Advertiser and does not create an IO or any obligation to engage the applicant. Acceptance, assignments, content rules, and payouts are governed by separate roster instructions. An application does not guarantee acceptance or the offer of work.

27.

Website use

Use of clipclip.am, contact forms, and downloads is also subject to the Privacy Policy. The website, marks, and public materials are owned by CLIPCLIP or its licensors. Users shall not attack, scrape, overload, or otherwise misuse the website, and shall not submit unlawful or unauthorised materials. Submission of a form does not create an IO or any other contract.

28.

Variation

CLIPCLIP may revise these Terms by publishing an updated version at https://clipclip.am/legal/terms. The date stated on that page is the current version. An IO already signed shall remain subject to the version of these Terms named in that IO unless the parties agree otherwise in writing. These Terms are CLIPCLIP's standard commercial terms and do not constitute legal advice or an opinion of counsel.

Apptastic Tech Sp. z o.o. · ul. Piłsudskiego 74/320, 50-020 Wrocław, Poland · VAT PL8971890288

Advertiserterms