Last Updated: [DATE]
Note before publication: This document contains the following placeholders that must be filled in before going live:
[LEGAL_ENTITY_NAME],[STATE],[CONTACT_EMAIL],[DMCA_EMAIL],[ADDRESS],[DATE]. The entire document should be reviewed by a qualified attorney licensed in your governing state before being placed on a live website.
These Terms of Service ("Terms") govern your access to and use of the Clype platform and related services (collectively, the "Service"), operated by [LEGAL_ENTITY_NAME] ("we," "us," or "Company"). By accessing or using the Service, creating an account, or completing any transaction through the Service, you ("User," "you," or "your") agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.
You must be at least 18 years of age to use the Service. By using the Service, you represent and warrant that:
(a) you are at least 18 years of age; (b) you have the legal capacity to enter into a binding contract; (c) you are not prohibited from using the Service under applicable law; (d) you are not located in a jurisdiction subject to U.S. embargo or designated by the U.S. government as a "terrorist supporting" country; and (e) you are not on any U.S. government list of prohibited or restricted parties.
3.1 Account Creation. To access certain features of the Service, you must register for an account. You agree to provide accurate, current, and complete information during registration and to maintain that information.
3.2 Account Security. You are responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify us immediately at [CONTACT_EMAIL] of any unauthorized use of your account.
3.3 One Account Per User. You may not maintain multiple accounts, and you may not transfer your account to another person without our written consent.
The Service supports two primary roles, and a single account may operate in both capacities:
4.1 Streamer Account. A "Streamer" is a User who uploads original video content (clips and/or full streams) to the Service and offers licenses to that content. By creating a Streamer Account, you agree to the additional Streamer-specific obligations set forth in Section 5.
4.2 Buyer Account. A "Buyer" is a User who purchases licenses to use Streamer content. By creating a Buyer Account, you agree to the additional Buyer-specific obligations set forth in Section 6.
4.3 Dual Capacity. A single User may hold both a Streamer profile and a Buyer profile under a single account. The applicable obligations under Sections 5 and 6 shall apply to each capacity respectively.
5.1 Content Ownership. You represent and warrant that you are the sole owner of, or have all necessary rights to license, every piece of content you upload to the Service ("Streamer Content"). You retain full ownership of all Streamer Content you submit, subject to the limited license granted to us in Section 8.
5.2 Rights Certification. Before any clip is approved for licensing, you must complete the Rights Certification process, accurately disclosing the nature of the content, including but not limited to: the presence of music, game footage, broadcast footage, third-party video, minors, guests, recognizable individuals, brand logos, chat overlays, and any other rights-sensitive material.
5.3 No Infringing Content. You agree not to upload content that infringes upon any third party's intellectual property rights, including but not limited to copyrights, trademarks, rights of publicity, or rights of privacy.
5.4 Authority to License. By offering content for licensing through the Service, you grant Buyers a license on the terms specified in each License Option you select. You represent that you have full authority to grant such licenses and that doing so does not breach any agreement with a third party (including platform terms of service for the original streaming platform).
5.5 Prohibited Content. You may not upload:
(a) Content depicting minors in sexual, exploitative, or unsafe contexts; (b) Content containing material from broadcast television, theatrical films, sports broadcasts, news programs, or other commercial productions without proper rights clearance; (c) Content containing copyrighted music without proper licensing; (d) Content depicting illegal activity, violence against persons, hate speech, or harassment; (e) Content featuring recognizable individuals for whom you do not have appropriate model releases; (f) Content depicting guests, collaborators, or third parties who have not consented to commercial use of their likeness; (g) Content that violates any applicable law or third-party right.
5.6 Streamer Warranty and Indemnification. The Streamer warrants that they own or control the rights to the Licensed Content and have authority to grant licenses through the Service. The Streamer specifically agrees to indemnify, defend, and hold harmless Clype and any affected Buyer from and against any third-party claim arising from a breach of these warranties or from any claim that the Licensed Content infringes a third-party right, including all reasonable attorneys' fees, settlement amounts, judgments, and damages incurred in connection with such claim. This indemnification obligation survives the termination of the Streamer's account and these Terms.
6.1 Use Within License Scope. By purchasing a license through the Service, you agree to use the licensed content solely within the scope of the License Option you purchased. Each license is governed by the specific License Certificate issued at the time of purchase, which is incorporated by reference into these Terms.
6.2 No Resale, Sublicensing, or Transfer. You may not resell, transfer, sublicense, or assign any license purchased through the Service, except as expressly permitted by the applicable License Certificate.
6.3 No Watermark or Attribution Removal. You may not remove, alter, obscure, or attempt to defeat any watermarks, identifying markings, attribution credits, or rights-management information embedded in licensed content.
6.4 License Tiers. The Service offers the following license tiers, each with distinct rights and restrictions:
(a) Lifetime Clipper License — non-exclusive, perpetual; permits posting on social platforms, monetization through platform revenue programs, and standard creative editing and remixing. Does not permit paid advertising or commercial brand use.
(b) Commercial Brand License — non-exclusive, perpetual; permits paid advertising, sponsored content, website and e-commerce use, and email marketing.
The specific rights, allowed platforms, and restrictions for each tier are set forth in the applicable License Certificate. In the event of a conflict between these Terms and a License Certificate, the License Certificate governs as to the specific transaction.
6.5 Buyer Acknowledges Risk. Buyer acknowledges that, despite Clype's admin review process, Buyer is responsible for evaluating the suitability and rights status of any licensed content for Buyer's intended use. The Service does not guarantee the absence of third-party rights claims with respect to any licensed content. In the event of a rights dispute, Buyer agrees to look first to the Streamer for remedies, and Buyer's recourse against Clype is limited to the refund eligibility set forth in Section 12.2 and the limitation of liability set forth in Section 17.
7.1 Facilitator, Not Party to License. Clype is a marketplace that facilitates licensing transactions between Streamers and Buyers. We are not a party to any license agreement between a Streamer and a Buyer. Licenses are granted directly from the Streamer to the Buyer; Clype acts solely as the facilitator and payment processor.
7.2 No Endorsement. The listing of any content on the Service does not constitute an endorsement of that content by Clype.
7.3 Admin Review. While we operate an admin review process before content is made available for licensing, this review does not constitute a warranty regarding rights ownership, content compliance, or fitness for any particular use. The admin review is solely for our internal risk management and does not relieve any User of their own obligations under these Terms.
7.4 Rights Disputes. If we receive a credible claim that any Streamer Content infringes a third party's rights or otherwise violates these Terms, we may immediately suspend or remove access to that content pending investigation, without prior notice. Streamers and Buyers acknowledge that such suspension or removal is necessary for our safe harbor protections and the integrity of the Service, and is not a breach of these Terms. Buyers whose licenses are affected may be eligible for a refund as set forth in Section 12.2(b), but Buyers waive any claim against Clype for downstream losses, lost revenue, lost ad spend, channel strikes, account suspensions on third-party platforms, or other consequential damages arising from such suspension or removal, consistent with Section 17. Streamers acknowledge that good-faith removal based on a credible third-party claim does not constitute a breach of any obligation we may have to them.
8.1 Streamer Content; License to Us. Streamers retain all right, title, and interest in their content. By uploading content to the Service, you grant Clype a worldwide, non-exclusive, royalty-free license to:
(a) display and promote the content on the Service; (b) generate watermarked preview versions, thumbnails, and lower-resolution copies for marketplace display; (c) facilitate licensing transactions, including delivery of clean files to authorized Buyers; (d) generate perceptual signatures ("fingerprints") of the content for duplicate detection, dispute resolution, and verification purposes; and (e) use the content for promotional materials of the Service (e.g., marketing the platform itself), subject to Streamer's right to opt out.
8.2 Buyer Rights. Upon purchase of a license, the Buyer receives only the rights expressly specified in the applicable License Certificate. No additional rights are granted by implication, estoppel, or otherwise.
8.3 Platform IP. All Service features, software, design elements, trademarks, and platform branding are the property of Clype and are protected by intellectual property laws. You may not copy, modify, distribute, or create derivative works based on the Service itself.
By uploading content to the Service, you consent to:
(a) the generation of perceptual signatures ("fingerprints") of your content; (b) the use of these fingerprints to detect duplicate or potentially infringing uploads; (c) the matching of these fingerprints against content submitted to the Service for verification purposes; and (d) the use of fingerprint matching results in connection with dispute resolution, takedown processes, and platform enforcement actions.
The Service may embed watermarks identifying the licensed Buyer in licensed content delivered to that Buyer. By purchasing a license, you consent to such watermarking. Removal, alteration, or attempted defeat of these watermarks constitutes a material breach of these Terms and of the applicable License Certificate.
11.1 Platform Fee. Clype retains a platform fee of twenty percent (20%) of each transaction. The remaining eighty percent (80%) is paid to the Streamer, subject to the conditions in this Section 11.
11.2 Payment Processing. Payments are processed through Stripe, Inc. By using the Service, you agree to Stripe's terms of service and privacy policy, which are available at https://stripe.com/legal.
11.3 Streamer Payouts. Streamer payouts are processed through Stripe Connect or such other payout method as the Service may make available. Streamers are responsible for providing accurate payout information, including required tax information.
11.4 Holdback Period. We may withhold Streamer payouts for a reasonable period (typically 14–30 days from purchase) to account for potential chargebacks, refund requests, or disputes.
11.5 Taxes. Each User is solely responsible for their own tax obligations arising from use of the Service. The Service may collect tax information (including IRS Forms W-9, W-8, or non-U.S. equivalents) as required by law. The Service may issue Forms 1099 or other tax documentation to Streamers as required.
11.6 No Currency Conversion Liability. All transactions are conducted in U.S. dollars unless otherwise specified. We are not responsible for currency conversion fees imposed by your bank or payment provider.
12.1 General Policy. Due to the digital nature of the content and the immediate delivery of license rights upon purchase, all sales are final and non-refundable except as expressly provided below or as required by applicable law.
12.2 Refund Eligibility. A refund may be issued at our discretion if:
(a) the content was materially misrepresented by the Streamer; (b) the content was found to infringe third-party rights and has been removed from the Service; (c) a technical failure prevented delivery of the licensed content; or (d) otherwise required by applicable law.
12.3 Refund Process. Refund requests must be submitted to [CONTACT_EMAIL] within fourteen (14) days of purchase, with a description of the basis for the request. The Service reserves the right to grant or deny refund requests in its reasonable discretion, subject to applicable law.
12.4 Chargebacks. Initiating a chargeback without first seeking resolution through the Service may result in account suspension and the loss of any associated license rights.
You agree not to:
(a) Use any content beyond the scope of your applicable license; (b) Use the Service for any illegal purpose or in violation of any law; (c) Attempt to gain unauthorized access to other users' accounts or to the Service's systems; (d) Scrape, crawl, or extract data from the Service without our express written authorization; (e) Reverse engineer, decompile, or attempt to derive source code of the Service; (f) Use automated means (bots, scripts, scrapers) to access the Service except through publicly documented APIs; (g) Impersonate any person or misrepresent your affiliation with any entity; (h) Engage in harassment, threats, or abusive behavior toward other Users or our staff; (i) Submit false or misleading information regarding content ownership, licensing rights, or your identity; (j) Resell, transfer, or sublicense any license or licensed content except as expressly permitted; (k) Use the Service to distribute malware, phishing content, or other harmful materials; (l) Interfere with or disrupt the Service or servers connected to the Service.
Clype complies with the Digital Millennium Copyright Act ("DMCA"). If you believe content on the Service infringes your copyright, please submit a written notice to our designated DMCA agent at [DMCA_EMAIL] containing:
(a) Your physical or electronic signature; (b) Identification of the copyrighted work claimed to have been infringed; (c) Identification of the allegedly infringing material and its location on the Service (URLs preferred); (d) Your contact information, including address, phone, and email; (e) A statement that you have a good faith belief that the use complained of is not authorized by the copyright owner, its agent, or the law; (f) A statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
We will respond to valid DMCA notices in accordance with applicable law and may, at our discretion, remove or disable access to the allegedly infringing content. We may terminate the accounts of Users who are determined to be repeat copyright infringers.
Counter-Notification. If you believe content you posted was removed in error, you may submit a counter-notification to [DMCA_EMAIL] containing the information required by 17 U.S.C. § 512(g)(3).
No Constructive Knowledge. The Service's admin review process is intended to identify obvious issues and is not a comprehensive rights audit. The failure of admin review to identify any specific instance of allegedly infringing content shall not be deemed actual or constructive knowledge of infringement under 17 U.S.C. § 512 or any analogous provision. The Service does not adopt or endorse any User Content and reserves the right to remove or disable access to any content at any time at its sole discretion.
15.1 By the User. You may terminate your account at any time by contacting us at [CONTACT_EMAIL], or by using the account deletion feature within the Service.
15.2 By the Service. We may suspend or terminate your account, with or without notice, for any violation of these Terms, including but not limited to:
(a) providing false or misleading information; (b) uploading infringing or prohibited content; (c) engaging in prohibited conduct; (d) failing to pay applicable fees; (e) receiving multiple valid DMCA notices; or (f) initiating fraudulent chargebacks.
15.3 Effect of Termination. Upon termination:
(a) your access to the Service ends; (b) existing licenses already purchased and delivered remain in effect between the original parties to those licenses; (c) any pending Streamer payouts will be processed according to our standard payout schedule, subject to any reasonable holdback for chargebacks, disputes, or claims; (d) provisions that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity (including Section 5.6), limitations of liability, and dispute resolution.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
WE MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING USER CONTENT, INCLUDING ITS LEGALITY, ACCURACY, COMPLETENESS, OR THE VALIDITY OF ANY REPRESENTATIONS MADE BY USERS REGARDING OWNERSHIP OR RIGHTS TO THE CONTENT.
WE DO NOT GUARANTEE THAT ANY CONTENT WILL BE AVAILABLE FOR LICENSING AT ANY GIVEN TIME OR THAT ANY LICENSED CONTENT WILL PERFORM TO YOUR EXPECTATIONS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Clype, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES, WITHOUT LIMITATION, DAMAGES ARISING FROM CHANNEL STRIKES, ACCOUNT SUSPENSIONS ON THIRD-PARTY PLATFORMS, LOST AD REVENUE, OR THIRD-PARTY RIGHTS CLAIMS RELATING TO LICENSED CONTENT.
OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for certain damages; in such jurisdictions, our liability shall be limited to the maximum extent permitted by law.
You agree to indemnify, defend, and hold harmless Clype, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to:
(a) your violation of these Terms; (b) your content, including any claim that your content infringes a third-party right; (c) your use or misuse of the Service; (d) your violation of any applicable law; or (e) any dispute between you and another User.
This obligation survives the termination of your account and these Terms.
19.1 Informal Resolution. Before initiating any formal proceedings, you agree to first contact us at [CONTACT_EMAIL] and make a good-faith effort to resolve the dispute informally.
19.2 Binding Arbitration. Any dispute not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in [STATE], and judgment on the arbitrator's award may be entered in any court of competent jurisdiction.
19.3 Class Action Waiver. YOU AGREE THAT ANY DISPUTE SHALL BE RESOLVED ON AN INDIVIDUAL BASIS, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING.
19.4 Exceptions. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in court for claims involving intellectual property, unauthorized access to the Service, or other matters where monetary damages would be inadequate.
19.5 Opt-Out. You may opt out of the arbitration provisions of this Section 19 by sending written notice to [CONTACT_EMAIL] within thirty (30) days of first accepting these Terms.
These Terms are governed by the laws of the State of [STATE], United States, without regard to its conflict-of-laws principles. Except as provided in Section 19, the state and federal courts located in [STATE] shall have exclusive jurisdiction over any disputes not subject to arbitration.
We may modify these Terms at any time. We will provide notice of material changes by email to your registered address and/or by posting a notice on the Service. Your continued use of the Service after any such changes constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, your sole remedy is to discontinue use of the Service.
22.1 Entire Agreement. These Terms, together with any License Certificates, the Privacy Policy, and other terms incorporated by reference, constitute the entire agreement between you and Clype regarding the Service and supersede any prior agreements.
22.2 Severability. If any provision of these Terms is found unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.
22.3 No Waiver. No waiver of any provision shall be deemed a continuing waiver. Our failure to enforce any right or provision shall not be deemed a waiver of such right or provision.
22.4 Assignment. You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.
22.5 No Agency. Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between you and us.
22.6 Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control.
22.7 Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.
If you have any questions about these Terms, please contact us at:
Clype [LEGAL_ENTITY_NAME] [ADDRESS] General: [CONTACT_EMAIL] DMCA Notices: [DMCA_EMAIL]
By using Clype, you acknowledge that you have read these Terms, understand them, and agree to be bound by them.