This Crowd Clips Terms of Service Agreement (the “Agreement” or “Terms of Service”) is made between Crowd Clips, LLC (“Crowd Clips,” “we,” “us,” or “our”) and you, our customer (“you” or “your”). This Agreement governs your use of Crowd Clips owned-and-operated websites, applications, and embeddable video players (collectively, the “Services”).

PLEASE READ CAREFULLY: SECTION 11 OF THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND CROWD CLIPS, INCLUDING, AMONG OTHER THINGS, AN AGREEMENT TO INDIVIDUALLY ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT CERTAIN DISPUTES BETWEEN YOU AND CROWD CLIPS BE RESOLVED BY BINDING AND FINAL ARBITRATION UNLESS YOU OPT OUT WITHIN 30 DAYS.SECTION 11.4 ALSO CONTAINS CLASS ACTION AND JURY TRIAL WAIVERS. PLEASE READ SECTION 11 CAREFULLY. BY PURCHASING, ENGAGING WITH, OR OTHERWISE USING ANY CROWD CLIPS SERVICES, YOU EXPRESSLY AGREE THAT DISPUTES BETWEEN YOU AND CROWD CLIPS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE IMMEDIATELY CEASE USE OF ANY CROWD CLIPS SERVICES.

• Acceptance
• Our Services
• Accounts
• Subscription Plans
• Acceptable Use Policy
• Licenses Granted by You
• Your Obligations
• Term and Termination
• Disclaimers
• Limitation of Liability
• Disputes, Individual Arbitration of Privacy Claims, Class Action and Jury Trial Waiver, and Choice of Law
• General Provisions

By creating an account, viewing videos, making a purchase, downloading our software, or otherwise visiting or using our Services, you accept this Agreement and consent to contract with us electronically.

If you are an entity other than a natural person, the person who registers the account or otherwise uses our Services must have the authority to bind the entity. In this context, “you” means both the entity and each person who is authorized to access the account.

We may update this Agreement by posting a revised version on our website. By continuing to use our Services, you accept any revised Agreement.

This Agreement includes our Privacy Policy and the addenda listed in Section 12 below. Please review our Privacy Policy to learn about the information we collect from you, how we use it, and with whom we share it.

Service License Subject to the terms hereof, we grant you access to our Services. This includes the right to:

• Stream videos that you have the right to view;
• Upload, store, and/or live stream videos;
• Embed our embeddable video player on third-party websites and;
• Use all related functionality that we may provide.

Features : The features available to you will depend on your plan. Some features and content may not be available in all geographic locations. We may change features from time to time. If you have a paid account, we commit to providing the core video hosting and streaming features of your plan (including the bandwidth and storage capabilities stated at the time of purchase) during your current service period.

Bandwidth : The bandwidth allowance included with your Self-Serve (defined in Section 4) plan applies to your aggregate bandwidth usage across all Self-Serve accounts you control. You shall not circumvent bandwidth limitations by opening multiple accounts. If you exceed your bandwidth allowance, we may, in our discretion, charge fees for excessive usage, require you to upgrade to a more suitable plan, or terminate your account(s) upon advance written notice.

Video Creation Tools : We may allow you to use our video creation tools (“Crowd Clips Create”).

Transactions : We may offer digital goods for sale. Purchases of Crowd Clips On Demand videos, Purchases of Crowd Clips Stock footage and licenses are governed by our Crowd Clips Stock License Agreement.

Monetization : We may allow you to sell digital goods or earn money through advertising. Your sales of videos are governed by our Seller Addendum.

Downloadable Software : We may offer applications for devices (“Apps”) directly or through third-party stores. Subject to your compliance with these Terms of Service, Crowd Clips grants you a limited, non-exclusive, non-transferable, revocable license to download and use the Apps. We may update Apps from time to time to add new features and/or correct bugs. You shall ensure that you are using the most recent version of the App that is compatible with your device. We cannot guarantee that you will be able to use the most recent version of the App on your device. Apps offered through third-party stores are subject to our Third-Party Service Addendum.


Developer Tools : We may offer application programming interfaces (“APIs”) that allow developers to build applications connected to our Services. Our APIs and related documentation are governed by our API License Addendum.

Enterprise Services : We may offer Services pursuant to an individually negotiated agreement. Enterprise services are governed by our Enterprise Terms.


Beta Services : We may invite you to try beta, pilot, or limited release features (“Beta Services”). By using any Beta Services, you agree that (a) Beta Services are not intended for commercial usage, may be modified or discontinued at any time, may contain bugs or errors, and are not subject to uptime, support, or other service level commitments; and (b) you will provide timely feedback to Crowd Clips and only use the Beta Services for the purpose of providing such feedback.

Experiments : We may conduct experiments or otherwise offer certain elements of our Services, including promotions, features, advertisements, user interfaces, plans, and pricing to some or all of our users. These are implemented in our sole discretion, may be subject to additional terms presented in our Services, and may not be available to you.

Third Parties : We may provide links to and integrations with websites or services operated by others. Your use of each such website or service is subject to its terms of service and our Third-Party Service Addendum.

Registration : You may create an account to use certain features we offer (e.g., uploading or live streaming videos). To do so, you must provide an email address. By creating an account, you agree to receive notices from Crowd Clips at this email address at any time, including before 8:00 a.m. and after 9:00 p.m. local time. You must keep your email address valid and current so that we are able to contact you. An account may only be used by one person; login credentials may not be shared by multiple people.

Organizational Accounts : Corporate, governmental, and other organizational users must publicly display the legal name of their entity on their public account profile. If you are a government entity in the U.S., our Government Entity Addendum applies.

Age Requirements : You must be at least 16 years old or the applicable age of majority in your jurisdiction, whichever is greater, to create an account or otherwise use our Services. If you wish to use the Services for a commercial purpose, you must be at least 18 years old. Individuals under the applicable age may use our Services only through a parent or legal guardian’s account and with their involvement. Please have that person read this Agreement with you and consent to it before proceeding.

Parents and Guardians : By granting your child permission to use the Services through your account, you agree and understand that you are responsible for monitoring and supervising your child's usage. If you believe your child is using your account and does not have your permission, please contact us immediately so that we can disable access.

Team Members : Certain subscription plans may allow you to grant other users (“team members”) access to the account. Each team member must create an account with their own login credentials and may only use the Services as a team member on your behalf. You are responsible for the actions of your team members and must monitor their access and usage.

Account Security : You are responsible for all activity that occurs under your account, including unauthorized activity. You must safeguard the confidentiality of your account credentials and may not share your account credentials with anyone. If you are using a computer that others haveaccess to, you must log out of your account after each session. If you become aware of unauthorized access to your account, you must change your password and notify us immediately.

Plan Types: We offer free memberships and may offer paid subscriptions that allow you to upload and share video content. You may purchase a “Self-Serve” plan (you sign up and pay online) or an “Enterprise” plan (you work with a sales representative and execute an individualized agreement). Advertised prices and features may change.

Free Accounts: Free members may not submit videos that they did not create or play a material part in creating.


Fees : You shall pay all fees, if applicable (plus any taxes) during your subscription period and any renewal periods. Our fees may include a fixed monthly or annual fee plus variable fees for transactions or usage. We may adjust fees from time to time. We will attempt to notify you in advance of any such fee changes prior to your next billing cycle. If you do not wish to accept a fee change, you may cancel your subscription in accordance with this Agreement.

Payment Method : You authorize Crowd Clips to collect payment from your designated payment method or, if payment cannot be completed via your designated payment method, any other payment method you have saved in your Crowd Clips account. You may revoke this authorization with respect to a given payment method at any time by removing such payment method from your account. You will not dispute Crowd Clips recurring transactions with your bank, provided the transactions were made in accordance with this Section 4.

Free Trials and Discounts : We may offer free-trial or discounted subscriptions. When a free-trial period ends, your paid subscription begins (unless you have canceled before the end of the free-trial period) and you must pay the full monthly or annual fee. If we provide a discount for the first subscription period, you must pay the discounted fee; in any renewal, you must pay the full fee.

Refund Policy: Subject to the terms hereof, Self-Serve subscribers who purchase plans directly from Crowd Clips may cancel and receive a full refund of their initial purchase within 14 days after purchasing an annual plan and 3 days after purchasing a monthly plan, or within the time period required by law, whichever is longer. For assistance requesting a refund, visit our Help Center. Our refund policy does not apply to:

• In-app purchases on third-party platforms with their own refund policy;
• Fees char ged immediately after a free-trial period ends;
• Attempted abuse of the refund policy (i.e., by subscribing and requesting refunds repeatedly);
• Subscription renewals or migrations to other plans;
• Fees other than annual or monthly subscription fees;
• Requests made after the specified periods;
• Customers who have breached this Agreement or whose accounts were terminated in accordance with our Copyright Policy;
• Customers who joined using a promotion that expressly disclaimed our refund policy;
• Customers who have initiated a chargeback dispute; or
• Enterprise plan customers.

Automatic Renewal: To the extent permitted by applicable law, Self-Serve subscription plans automatically renew at the end of each subscription period unless canceled at least one day before the renewal date listed in your Billing Settings. Monthly plans renew for 30-day periods. Annual plans renew for one-year periods. You must pay the annual or monthly fee (plus any taxes) when each renewal period starts. Unused storage, bandwidth, and other usage limits do not roll over.

How to Cancel Renewal: Self-Serve subscribers may cancel automatic renewal in their Billing Settings. Enterprise plan customers may cancel according to the Terms. Any cancellation or notice of non-renewal will not affect the current subscription period. Crowd Clips may decline renewals.

Lapse Policy: When a subscription ends, the account will, at Crowd Clips option, revert to a free membership or be deleted. Any content in the account may be deleted to comply with the limitations of the new account status. You are responsible for archiving your content. Crowd Clips is not responsible for the loss of any content. We may publish additional guidelines regarding the treatment of lapsed subscriptions. These guidelines describe current practices only and do not require Crowd Clips to provide any level of post-subscription account status.

In-App Purchase : We may allow you to purchase subscriptions within Apps. When you make such “in-app” purchases, you will be billed by the app platform, not us. To turn off automatic renewal for subscriptions, access your platform’s account settings (not Crowd Clips). Our refund policy does not apply to in-app purchases. Any billing inquiries should be directed to the app platform.

Resale: You may not sell, resell, rent, lease, or distribute any plan or any other aspect of our Services to any third party unless authorized by us in writing. We may suspend or terminate accounts sold via authorized resellers for non-payment to the reseller or any violation of the restrictions set forth in this Agreement.

We may allow you to create, upload, live stream, submit, or publish (collectively, to "submit") content such as videos, recordings, images, text, and fonts (collectively,"content" ). For clarity, “content” means all content submitted by you to Crowd Clips at any time, including before this Agreement’s “Last Updated” date. You must ensure that your content, and your conduct, complies with the Acceptable Use Policy set forth in this Section 5.

Crowd Clips may (but is not obligated to) monitor your account, content, and conduct, regardless of your privacy settings. Crowd Clips may remove or limit access or availability to any content or account that it considers in good faith to violate this Acceptable Use Policy. If you see any content you believe does not comply with this Agreement, including by violating this Section 5 or the law, you can report it to us.

You may only upload content that you have the right to upload and share. Copyright owners may send Crowd Clips a takedown notice as stated in ourCopyright Policy if they believe Crowd Clips is hosting infringing materials. We will, in appropriate circumstances, terminate the accounts of persons who repeatedly infringe.

You may not submit any content that:

• Infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.);
• Is sexually explicit or promotes a sexual service;
• Is defamatory;
• Is harassing or abusive;
• Contains hateful or discriminatory speech;
• Promotes or supports terror or hate groups;
• Contains instructions on how to assemble explosive/incendiary devices or homemade/improvised firearms;
• Exploits or endangers minors;
• Depicts or encourages self-harm or suicide;
• Depicts (1) unlawful real-world acts of extreme violence, (2) vivid, realistic, or particularly graphic acts of violence and brutality, (3) sexualized violence, including rape, torture, abuse, and humiliation, or (4) animal cruelty or extreme violence towards animals;
• Promotes fraudulent or dubious money-making schemes, proposes an unlawful transaction, or uses deceptive marketing practices;
• Contains false or misleading claims about (1) vaccination safety, or (2) health-related information that has a serious potential to cause individual or public harm;
• Contains false or misleading information about voting or seeks to obstruct voting;
• Contains (1) claims that a real-world tragedy did not occur; (2) false claims that a violent crime or catastrophe has occurred; or (3) false or misleading information (including fake news, deepfakes, propaganda, or unproven or debunked conspiracy theories) that creates a serious risk of material harm to a person, group, or the general public; or
• Violates any applicable law.

Please see the Crowd Clips Guidelines for guidance on how we interpret these terms.

In using our Services, you may not:

• Use an offensive screen name (e.g., explicit language) or avatar (e.g., containing nudity);
• Act in a deceptive manner or impersonate any person or organization;
• Harass or stalk any person;
• Harm or exploit minors;
• Distribute “spam” in any form or use misleading metadata;
• Collect personal information about others without their authorization;
• Access another’s account except as permitted herein;
• Use or export any of our Services in violation of any U.S. law;
• Except as permitted by us in writing, act in a manner that would subject Crowd Clips to industry-specific privacy regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Gramm-Leach-Bliley Act (GLBA);
• Engage in any unlawful activity;
• Embed our video player on or provide links to sites that contain content prohibited by Section 5.2;
• Misuse any reporting, flagging, complaint, dispute, or appeals process, including by making groundless, vexatious, or frivolous submissions; or
• Cause or encourage others to do any of the above.

You will not:

• Access, download, reproduce, redistribute, frame, mirror, create derivative works from, decompile, reverse engineer, alter, archive, or disassemble any part of our Services or any content except as expressly authorized by the Service or with our prior written permission;
• Access the Services using any automated means (such as robots, botnets, or scrapers) except (1) using our APIs, in accordance with our API License Addendum and the related documentation, (2) in the case of public search engines, in accordance with our robots.txt file; or (3) with our prior written permission;
• Attempt to circumvent any of our security, rate-limiting, filtering, digital rights management measures, or other access restrictions;
• Remove or modify any logo, watermark, or notice of proprietary rights embedded on or in the Services or any output thereof without our permission;
• Submit any malicious program, script, or code;
• Submit an unreasonable number of requests to our servers; or
• Take any other actions to manipulate, interfere with, or damage our Services.

You may not use our Services if you:

• are a terror or hate group or a member thereof;
• have been designated by a U.S. agency as an entity that we may not contract with (e.g., a Specially Designated National); or
• are subject to sanctions by a non-U.S. government such that we would be required to block your videos in a substantial number of countries in which we provide service.

You may not purchase goods or software services from us if doing so would violate any U.S. sanctions. You hereby make a continuing representation that you are in compliance with the foregoing restrictions.

We provide means to allow you to include closed captioning in your videos. If required by applicable law, you must provide closed captioning in your videos.
We may allow you to filter videos based upon their user-defined content rating. We cannot guarantee that videos will be appropriately rated by others. You must rate your videos appropriately.
We may apply labels to your content. You must label content you submit that has been meaningfully manipulated or synthetically generated when it appears to be realistic. Please see theCrowd Clips Guidelines for guidance on how we interpret these terms.

As between you and Crowd Clips, you own and will retain ownership of all intellectual property rights in and to the content you submit. In order to allow Crowd Clips to host and stream your content, you grant Crowd Clips the permissions set forth below.

Subject to the terms hereof, by submitting a video, you grant Crowd Clips permission to:

• Stream the video to end users;
• Embed the video on third-party websites;
• Distribute the video via our APIs;
• Make the video available for download;
• Transcode the video (create compressed versions of your video file that are optimized for streaming);
• Generate stills (i.e., “thumbnails”) from your video to represent it (if you have not selected one);
• Automatically generate and display summaries, chapters, closed captions, and subtitles from your video; and
• Alter or enhance your video as directed by you.

If you have enabled a video privacy setting or disabled downloading or embedding, we will limit distribution of your video pursuant to your selection. By enabling access to your video to any third party, you grant each such person permission to stream (and/or download or embed, as applicable) your video. For the purposes of this Section 6.1, your video includes its title, description, tags, and other metadata. The license period begins when you submit the video to Crowd Clips and ends when you or Crowd Clips delete it; provided that Crowd Clips may retain archival copies: (a) for a limited period of time in case you wish to restore it; (b) when the video is the subject of a takedown notice or other legal claim; or (c) when Crowd Clips in good faith believes that it is legally obligated to do so.

You grant Crowd Clips permission to use your name, likeness, biography, trademarks, logos, or other identifiers used by you in your account profile for the purpose of displaying such properties to the public or the audiences you have specified. You may revoke the foregoing permission by deleting your account. Crowd Clips shall have the right to identify public profiles in its marketing and investor materials.

You may provide comments, suggestions, or other feedback concerning our Services. You grant Crowd Clips a perpetual and irrevocable right and license to use, copy, transmit, distribute, publicly perform, and display such feedback in any manner without any compensation to you.

All licenses granted by you in this Section 6 : (a) are non-exclusive, worldwide, and royalty-free; (b) include the right and license to copy, use, distribute, publicly perform, and display the licensed work for the purposes stated above; and (c) include all necessary rights and licenses to allow us to exercise our rights and perform our obligations. By granting these licenses, you waive any so-called “moral rights” that you may have. Nothing in this Agreement shall be deemed a license “condition” applicable to Crowd Clips; rather, any breach of a term by Crowd Clips hereof shall give rise to, at most, a claim for breach of contract only. All licenses granted herein are in addition to any other licenses that you may grant (e.g., a Creative Commons license).

For each piece of content that you submit to or through Crowd Clips, you represent and warrant that:

• You have the right to submit the content to Crowd Clips and grant the licenses herein;
• Crowd Clips will not need to obtain licenses from any third party or pay royalties to any third party with respect to the streaming or other permitted distribution of the content;
• You have obtained appropriate releases (if necessary) from all persons who appear in the content;
• The content does not, and will not, infringe any third party's rights, including intellectual property rights, rights of publicity, moral rights, and privacy rights; and
• The content complies with this Agreement and all applicable laws.

You will indemnify, defend, and hold harmless Crowd Clips and its subsidiaries, parents, and affiliates, and their and our respective directors, officers, employees, and agents, from and against all third-party complaints, demands, claims, damages, losses, costs, liabilities, and expenses, including attorney’s fees, arising from or relating to: (a) the content you submit to or through the Services; and (b) allegations of actions or omissions by you that (regardless if proven) would constitute a breach of this Agreement.

This Agreement begins when you first use our Services and continues so long as you use our Service or have an account with us, whichever is longer. Paid accounts will continue for the subscription period and will renew in accordance with Section 4 above. With respect to users who do not have a subscription plan (i.e., free users), (a) Crowd Clips may terminate this Agreement at any time by providing 30 days’ written notice, and (b) applicable users may terminate at any time by deleting their accounts.

If you breach this Agreement, Crowd Clips may, at its option: (a) terminate this Agreement immediately, with or without advance written notice; (b) suspend, delete, or limit access to your account (and other accounts you control) or any content within it; and (c) to the extent permitted by applicable law, retain any amounts payable to you (which you forfeit). If Crowd Clips deletes your account for breach, you may not re-register.

In the event of any termination or expiration, the following sections will survive: Section 6.4 (Feedback),Section 7.2 (Indemnification),Section 9 (Disclaimers),Section 10 (Limitation of Liability),Section 11 (Disputes, Individual Arbitration of Privacy Claims, Class Action and Jury Trial Waiver, and Choice of Law), and Section 12 (General Provisions).

CROWD CLIPS PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU USE THE SERVICES AT YOUR OWN RISK. You must provide your own device and internet access.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, CROWD CLIPS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Among other things, Crowd Clips makes no representations or warranties:

• That our Services, or any part thereof, will be available or permitted in your jurisdiction, uninterrupted or error-free, completely secure, or accessible from all devices or browsers;
• That we will host, make available, or remove any specific piece of content;
• Concerning any content submitted by or actions of our users;
• That any geo-filtering or digital rights management solution that we might offer will be effective;
• That we comply with the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), or any other industry-specific privacy obligations;
• That our Services will meet your business or professional needs;
• That we will continue to support any particular feature or maintain backwards compatibility with any third-party software or device; or
• Concerning any third-party websites and resources.

TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) CROWD CLIPS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF CROWD CLIPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) CROWD CLIPS TOTAL LIABILITY TO YOU, EXCEPT FOR CROWD CLIPS CONTRACTUAL PAYMENT OBLIGATIONS HEREUNDER (IF ANY), SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO CROWD CLIPS OVER THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM(S) OR ONE HUNDRED DOLLARS (USD $100), WHICHEVER IS GREATER.

The terms of this Section 11 apply to all disputes between you and Crowd Clips and/or any third party operating on Crowd Clips behalf (including, but not limited to, any employees, agents, affiliates, service providers, suppliers, or vendors).

Any dispute arising out of or relating to this Agreement or your use of our Services will be governed by the laws of the State of Florida and the United States of America (with respect to matters subject to federal jurisdiction such as copyright), without regard to principles of conflicts of law. The arbitration agreement set forth in Section 11.4 will be governed by the Federal Arbitration Act.

Except for a Covered Privacy Claim (defined below), you and Crowd Clips agree that any dispute, controversy, or claim, arising out of or relating in any way to these Terms of Service, your access to or use of our Services, any communications you receive relating to our Services, or any other transaction involving you and Crowd Clips, including any dispute that arose before this or any prior agreement must be commenced in either the Commercial Division of the Florida Supreme Court or the United States District Court for the Middle District of Florida; you consent to the exclusive jurisdiction of those courts. IN ANY SUCH ACTION, CROWD CLIPS AND YOU IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

Crowd Clips is always interested in resolving disputes amicably and efficiently. So, before you or Crowd Clips commence an arbitration (or initiate an action in small claims court), the complaining party must contact the other party to explain its complaint and participate in an informal dispute resolution conference (either by phone or videoconference), in a good faith effort to resolve it without the need for arbitration. If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
Dispute Notice : The party initiating a claim must give notice to the other party in writing of its intent to initiate an informal dispute resolution conference (the “Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Crowd Clips should be sent by email to dispute-notice@Crowd Clips.com. Notice to you will be sent to the email address associated with your account. It is your responsibility to keep your contact information up to date. The Notice must include: (1) the name, telephone number, mailing address, email address of the complaining party and the email address associated with any applicable account; (2) the name, telephone number, mailing address, and email address of counsel, if any; and (3) a description of the dispute.

Informal Dispute Resolution Conference : The informal dispute resolution conference shall be individualized such that a separate conference must be held each time either party initiates a dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree otherwise. Multiple individuals initiating a dispute cannot participate in the same informal dispute resolution conference unless all parties agree. In the time between a party receiving the Notice and the informal dispute resolution conference, nothing in this section shall prohibit the parties from engaging in informal communications to resolve the dispute. Engaging in the informal dispute resolution conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution conference process required by this section.

your access to or use of our Services, any communications you receive relating to our Services, or any other transaction involving you and Crowd Clips, including any dispute that arose before this or any prior agreement must be commenced in either the Commercial Division of the Florida Supreme Court or the United States District Court for the Middle District of Florida; you consent to the exclusive jurisdiction of those courts. IN ANY SUCH ACTION, CROWD CLIPS AND YOU IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

Arbitration Agreement : You and Crowd Clips agree that any Covered Privacy Claim (defined herein) arising out of or relating to this Agreement or the Services will be resolved by binding individual arbitration (the “Arbitration Agreement”). A “Covered Privacy Claim” means any dispute arising out of or relating to (a) Crowd Clips collection, use, storage, analysis, or transfer of your Personal Information; (b) an alleged breach of ourPrivacy Policy; (c) an alleged data breach or unauthorized disclosure of data or content; or (d) an allegation that Crowd Clips failed to comply with any privacy or data security right or obligation.“Personal Information” means any information about you, including your registration information (e.g., email address), payment information, location information, device information, biometric identifiers or information, IP address, and your activities (including viewing and search history), but does not include content that you upload (except to the extent the content contains personal information about you). You and Crowd Clips further agree: (i) these Terms of Service memorialize a transaction in interstate commerce; (ii) the Federal Arbitration Act (9 U.S.C. § 1, et seq.) governs the interpretation and enforcement of this Section (notwithstanding the choice-of-law provision contained above); and (iii) this section shall survive termination of these Terms of Service.

1. Administrator and Applicable Rules : Any arbitration will be administered by the National Arbitration & Mediation ("NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedures (the“NAM Rules” ) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Supplemental Rules for Mass Arbitration Filings (the “NAM Mass Filing Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum.

2. Arbitration Proceedings : If the informal dispute resolution process described above does not resolve satisfactorily within 45 days after receipt of the Notice, you and Crowd Clips agree that either party shall have the right to finally resolve the Covered Privacy Claim through binding arbitration. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request” ). A Request to Crowd Clips should be sent by email to app@Crowd Clips.com. A Request to you will be sent to your email address associated with your account. It is your responsibility to keep your contact information up to date. The Request must include: (1) the name, telephone number, mailing address, email address of the party seeking arbitration and the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the informal dispute resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. Upon receipt of a Request, the responding party may assert any counterclaims it may have against the complaining party. The arbitration will be conducted in the English language by a single arbitrator. The arbitration hearing (if any) will be held by videoconference, unless either party requests an in-person hearing and the arbitrator agrees. Unless you and Crowd Clips otherwise agree, an in-person hearing will be held in the county where you reside or as determined by the arbitrator (in the case of Batch Arbitration). You and Crowd Clips agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.

3. Batch Arbitration: To increase the efficiency of administration and resolution of arbitrations, you and Crowd Clips agree that in the event that there are 10 or more individual Requests of a substantially similar nature filed against Crowd Clips by or with the assistance of the same law firm, group of law firms, or organizations, within a 90-day period (or as soon as possible thereafter), then NAM will (1) administer the arbitration demands in batches of 100 Requests per batch (or, if between 10 and 99 individual Requests are filed, a single batch of all those Requests, and, to the extent there are less than 100 Requests remaining after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

1. All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief.

2. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM must appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Crowd Clips.

3. You and Crowd Clips agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

4. This Batch Arbitration provision may in no way be interpreted as authorizing a class, collective, and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

4. Expiration: You and Crowd Clips agree that any arbitration proceeding must be initiated within the applicable statute of limitation for the underlying claim or controversy, or it will be forever time barred. Likewise, you and Crowd Clips agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

5. Arbitrator : The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Florida and will be selected by the parties from NAM’s roster of consumer arbitrators, provided that if the Batch Arbitration process is triggered, NAM will appoint the arbitrator for each batch. If the parties are unable to agree upon an arbitrator within 35 days of delivery of the Request, then NAM will appoint the arbitrator in accordance with NAM Rules.

6.Authority of Arbitrator : The arbitrator shall have exclusive authority to resolve any Covered Privacy Claim, including, without limitation, disputes regarding the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all disputes regarding the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of that subsection is unenforceable, illegal, void or voidable, or that that such subsection has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

7. Fees : Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM Rules. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

8.Discovery: Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration.

9.Communications with the Arbitrator : Whenever communicating with the arbitrator, the parties must include each other – for example, by including the other party on a telephone conference call and copying the other party on any written submissions, such as letters or emails. To the extent practicable, conferences with the arbitrator will take place by telephone conference call or email. Ex parte communications are not permitted with any arbitrator.

10. Confidentiality : You and Crowd Clips agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

Waiver of Jury Trial : YOU AND CROWD CLIPS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class and Other Non-Individualized Relief : YOU AND CROWD CLIPS AGREE THAT, EXCEPT AS SPECIFIED IN THIS SECTION 11, (A) EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS, AND (B) ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER

Subject to the Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this Section is intended to, nor shall it, affect the terms and conditions under the Section entitled “Batch Arbitration” above. Notwithstanding anything to the contrary in the Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this paragraph are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Crowd Clips agree that that particular claim or request for relief (and only that particular claim or request for relief) will be severed from the arbitration and may be litigated in the state or federal courts located in the State of Florida. All other disputes shall be arbitrated or litigated in small claims court. Neither you nor Crowd Clips are prevented from participating in a class-wide settlement of claims.

Notwithstanding the above, each party has the right to bring a dispute in a small claims court of competent jurisdiction, if such claims qualify and remain in small claims court. If one party files an arbitration that could be litigated in such a small claims court, the responding party may request that the dispute proceed in small claims court. If the responding party requests to proceed in small claims court before the appointment of the arbitrator, the arbitration shall be administratively closed. If requested after the appointment of the arbitrator, the arbitrator shall administratively close the arbitration so long as the proceedings are at an early stage and no hearing has occurred.

Either party may also seek injunctive relief, such as a temporary restraining order or preliminary injunction, in a court of competent jurisdiction. Seeking such relief does not waive a party’s ability to arbitrate under the Arbitration Agreement, and any filed arbitrations related to any action filed pursuant to this paragraph will automatically be stayed (and any applicable statute of limitations tolled) pending the outcome of such action.

You have the right to opt out of the Arbitration Agreement by sending written notice of your decision to opt out of individual binding arbitration to app@Crowd Clips.com, within 30 days after first becoming subject to the Arbitration Agreement (for new users) or within 30 days after you become subject to any changes to the Arbitration Agreement (for existing users). If you opt out of a change to the Arbitration Agreement (for an existing user), you will continue to be bound by any prior Arbitration Agreements to which you did not opt out. To validly opt out, your notice must include your name and address, the email address you used to register your Crowd Clips account (or if no email address is associated with your Crowd Clips account, any valid email address where you can be contacted), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out, Crowd Clips will also not be bound by the Arbitration Agreement, and all other parts of these Terms of Service will continue to apply to you. Opting out of the Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

You and we agree that Crowd Clips retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted at https://CrowdClips.com/terms and you should check for updates regularly. Notwithstanding any provision in these Terms of Service to the contrary, we agree that if Crowd Clips makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within 30 days of such change become effective by writing to Crowd Clips atapp@Crowd Clips.com , your continued use of the Services, including the acceptance of products and Services offered by Crowd Clips following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms of Service and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate disputes arising out of or relating in any way to your access to or use of the Services, the provisions of this Arbitration Agreement as of the date you first accepted the Terms of Service (or accepted any subsequent changes to these Terms of Service) remain in full force and effect. Crowd Clips will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms of Service.

Reservation of Rights, Severability : Crowd Clips reserves all rights not expressly granted herein. Crowd Clips rights and remedies are cumulative. No failure or delay by Crowd Clips in exercising any right will waive any further exercise of that right. Except as provided in Section 11.4, if any term of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that term will be limited or severed.

Force Majeure: Crowd Clips will not be liable for any delay or failure caused by (a) acts of God/natural disasters (including hurricanes and earthquakes); (b) disease, epidemic, or pandemic; (c) terrorist attack, civil war, civil commotion or riots, armed conflict, sanctions or embargoes; (d) nuclear, chemical, or biological contamination; (e) collapse of buildings, fire, explosion, or accident; (f) labor or trade strikes; (g) interruption, loss, or malfunction of a utility, transportation, or telecommunications service; (h) any order by a government or public authority, including a quarantine, travel restriction, or other prohibition; or (i) any other circumstance not within Crowd Clips reasonable control, whether or not foreseeable (each a “force majeure event” ). In the event of a force majeure event, Crowd Clips shall be relieved from full performance of the contractual obligation until the event passes or no longer prevents performance.

Relationship : These Terms of Service do not create any agency, partnership, joint venture, employment, or franchisee relationship between you and Crowd Clips. This Agreement binds the parties and their successors, personal representatives, and permitted assigns. You may not assign or transfer this Agreement or your rights under these Terms of Service, in whole or in part, by operation of law or otherwise, without our prior written consent; any such assignment will be void. We may assign these Terms, or any of our rights and obligations under the Terms, at any time without consent. Except as expressly stated herein, nothing in this Agreement confers any right on any third party.

Entire Agreement : This Agreement constitutes the entire understanding of the parties and supersedes all prior understandings regarding the subject matter hereof and may not be modified except in accordance with Section 1 or in a document executed by authorized representatives of Crowd Clips. If you have a signed agreement with Crowd Clips, any conflicting term of that agreement will prevail over the terms hereof, but only as to the subject matter of that agreement.

The English version of this Agreement shall control. For convenience, we may provide translated versions of this Agreement.

Addenda : This Agreement incorporates the following documents (and no others) by reference:

• Privacy Policy
• Cookie Policy
• Copyright Policy
• Government Entity Addendum
• Third-Party Service Addendum
• Crowd Clips Create Addendum
• Crowd Clips Artificial Intelligence Addendum
• Crowd Clips On Demand Viewer Agreement
• Stock Footage License Agreement
• Seller Addendum
• EU OTT Seller Addendum
• API License Addendum
• Enterprise Terms

Notices: Except for notices described in Section 11, you must send any notices of a legal nature to us by email or at:

Attention: Legal Department
900 Pearl Street Suite 300
Boulder, CO 80302