These terms of service ("Agreement" or "Terms") are a legally binding agreement between you ("Clipper," "you"), and Post Clips Corp., including its affiliates ("Post Clips," "we," "us," or "our"), a Delaware Corporation.

Post Clips is the owner and operator of a unique technology platform (the "Platform") that enables companies or its agencies, who wish to create content and/or advertise their products and services (collectively shall be referred to herein as the "Networks"), and Clippers (i.e., influencers and others who create content) to collaborate on the Networks advertising campaign (the "Campaign") by creating and posting clips from Network provided content ("Clips") pursuant to the Network's requirements and specification for each Campaign set forth in the applicable campaign brief (a "Campaign Brief"), and additional features enabling the Network to evaluate Clipper's applicability to their Campaign, examples of Clippers content created, etc. (collectively the "Services"). You may create any number of Clips pursuant to your participation in a Campaign Brief or advertising for a Network and post, promote, and advertise the Clips using the Services, and the Platform through your social media networks, through your own accounts on social media platforms, including but not limited to, Instagram, YouTube, X (Twitter), Facebook, Pinterest, TikTok, or Snapchat (the "Social Media Provider") or any other media over which you have control, including websites, blogs, or your posts on any website or Social Media Provider account (collectively the "Creator Media") so long as approved by the Campaign Brief provided by the Network. Clippers are only to post Clips for each Campaign in accordance with the Campaign Brief. In case of a conflict between these Terms of Service and the Independent Clipper Agreement, the Independent Clipper Agreement shall control.

PLEASE CAREFULLY READ THESE TERMS AND OUR PRIVACY POLICY (INCORPORATED HEREIN BY REFERENCE) TO ENSURE THAT YOU UNDERSTAND EACH PROVISION.

ARBITRATION NOTICE: THESE TERMS CONTAIN A MANDATORY ARBITRATION CLAUSE THAT REQUIRES THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS AND LIMITS THE REMEDIES AVAILABLE IN THE EVENT OF CERTAIN DISPUTES. PLEASE READ IT CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS.

BY ACCEPTING THIS AGREEMENT, EITHER BY SIGNING THE CLIPPER AGREEMENT INDICATING YOUR ACCEPTANCE, BY DOWNLOADING OUR APP, ESTABLISHING AN ACCOUNT, USING THE PLATFORM AND/OR OUR SERVICES, YOU AGREE THAT YOU: (A) HAVE READ AND UNDERSTOOD THIS AGREEMENT; (B) REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD; AND (C) AGREE THAT YOU ARE LEGALLY BOUND BY THIS AGREEMENT AS WELL AS ANY APPLICABLE UNDERLYING CAMPAIGN BRIEF.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS "CLIPPER" "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.

1. Services and License
   1. Subject to your compliance with the terms of this Agreement, we grant you access to the Platform through our mobile application(s) (the "App") to use our Services.
   2. If you access the Services via our App, we grant you a limited, non-perpetual, non-exclusive, worldwide, non-sublicensable, non-transferable, non-assignable, revocable license with these Terms on a single mobile device owned or otherwise controlled by you ("Mobile Device"), to access, stream, download and use on such Mobile Device content and Services made available in or otherwise accessible through the App in accordance with these Terms. If you are downloading the App from Apple's App Store, please be aware that Apple's App Store may have additional rules which also govern your use of the App.
   3. Some or all of the Services' functionality may not work with all carriers or mobile devices. By accessing the Services on a Mobile Device, you agree that we may communicate with you by push notifications, text message, or other electronic means to such Mobile Device.
2. Services Restrictions

   You agree that the Services, including, without limitation, graphics, trademarks, and editorial content, are owned by Post Clips and/or its licensors including the Networks, and are protected by applicable intellectual property and other laws. You agree that you will use the Services only as permitted by this Agreement.

   1. You agree not to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, mine data from Post Clips' systems, ideas or algorithms, documentation or data related to the Services or use automated systems or software to extract data from the Platform for commercial purposes ("data scraping"); (ii) modify, translate, or create derivative works based on the Services, unless preapproved in writing or you have been chosen as a White List Clipper; (iii) rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, or otherwise permit third-parties to use the Platform; (iv) exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, Trojan horses or other malware, or by trespass or burdening network capacity; (v) use the Services to provide services to any third-parties; (vi) circumvent or disable any security or other technological features or measures of the Services; (vii) take any action to contest Post Clips, or any Networks, intellectual property rights or infringe them in any way; (viii) use the Services for any illegal or unauthorized purpose; (ix) remove any proprietary notices or labels; or (x) reproduce or distribute copyrighted materials of Networks unless you are duly authorized by such Network to do so or have selected that Network's Campaign.
   2. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Post Clips is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages that you may receive as a result of using the Services.
3. Reservation of Rights

   You acknowledge and agree that the Services are provided under license, and not sold, to you. Except to the extent necessary to access and use the Services, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to the Services whether expressly, by implication, estoppel or otherwise. Post Clips and its licensors and service providers, including the Networks, reserve and shall retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

4. Compliance with Laws and Policies
   1. You agree that you and all of your Clips will fully comply with applicable laws, rules, regulations, and industry guidelines, (collectively, "Applicable Laws").
   2. You will cooperate with us in removing or modifying any Clips or branding relating to the Network, its products, or the Campaign from your Creator Media, including where deemed to be inappropriate or in the event requested by the Network for any or nor reason. To the extent you are not in compliance with the terms required under this Agreement (without limiting any remedies that may be available to us and a Network in law or equity), you will promptly remove and take down any non-compliant Clips from the Platform and from any Creator Media.
5. Representation and Warranties

   You represent and warrant that: (a) you have the full power and authority to enter into this Agreement and any Campaign, and neither this Agreement nor your activity hereunder conflicts with any obligation on your part; (b) all information submitted by you and all statements made by you will comply with all Applicable Laws and is accurate, and (c) No Clips you produce will be made using any artificial intelligence ("AI") tools; (d) you are legally permissible to work on any Campaign that you apply to participate in, including compliance with any Fair Labor Standards Act (FLSA) or other youth or child labor laws; (e) you are not under 18 years of age; and (f) you will not disparage, defame, or otherwise diminish the good will or reputation of Post Clips and/or the Networks.

6. Clip Ownership
   1. You agree and understand that any and all Clips that you create and post to all of your Creator Media hereunder are order specially by Post Clips and the Networks and are therefore created as a work-made-for-hire as defined in 17 U.S.C. § 101 for the Post Clips and/or any applicable Network, and all copyrights therein automatically and immediately vest with Post Clips and/or any applicable Network. If, for any reason, any Clips do not constitute a "work made for hire," Clipper hereby irrevocably assigns to Post Clips and any applicable Network, for no additional consideration, Clipper's entire right, title, and interest throughout the world in and to such Clips, including all intellectual property rights therein and also including the right to sue for past, present, and future infringement, misappropriation, or dilution thereof.
7. Accounts, Access to Social Media Providers & Creator's Verification and Content Evaluation
   1. To use the Services, you need to establish an account by signing up to our Platform through our App or our Website (the "Account"). The personal data you provide through registration or otherwise under your Account, as well as additional information we gather about you and your activities related to the Services or on your Creator Media are collected, processed, used, stored and disclosed in accordance with our Privacy Policy.
   2. You acknowledge and agree: (i) to provide accurate and complete Account and login information (where applicable) (e.g., full name and email); (ii) to keep all Account login details and passwords secure at all times; (iii) to remain solely responsible and liable for the activity that occurs in connection with your Account; and (iv) to promptly notify us in writing if you become aware of any unauthorized access or use of your Account, the Platform or the App.
   3. Once you create an Account you will be able to customize your profile ("Clipper Profile"). You are liable for any Claims (as such is defined below) resulting from any unauthorized use of your password, username, or Account.
   4. If you are under 18 years of age, do not create an account, download our App, or access our Services in any manner. The Services are not intended for anyone under 18 years of age. If you believe someone under 18 years of age may have created an Account on our Platform, please let us know by contacting us at help@postclips.com.
   5. If you are found to be in breach of this Section, Post Clips reserves the right to terminate your Account immediately and bar you from establishing any other Account, without giving any notice to you.
   6. In order to fully use the Services, we will need to verify your Social Media Provider account(s). You may need to provide your login information including your password, directly to such Social Media Provider. We are not responsible for any action taken by the Social Media Providers, or the accuracy or availability of any information provided by the Social Media Providers. In order to verify your Social Media Provider accounts, as well as to generate your Clipper Profile, we may access and process information and relevant data made available on your Social Media Provider accounts, including profile picture, information regarding you followers audience, the content you have uploaded and made available through the Creator Media regardless of our Services ("Creator Media Content") and its classification, etc., and we will use, store and disclose such information in accordance with our Privacy Policy. For such process, certain Creator Media Content will be processed by us, including by using AI tools, to indicate if certain content criteria might be included (collectively the above "Verification and Content Evaluation Process"). The Verification and Content Evaluation Process is intended to ensure Clipper's authenticity and compliance with our criteria and codes of conducts set forth under this Agreement. Our privacy practices related to personal data processed as part of the Verification and Content Evaluation Process are as detailed under our Privacy Policy. By joining our Platform, you explicitly acknowledge and agree to the Verification and Content Evaluation Process as part of your participation as a Clipper on our Platform and provisions of the Services, which further involves the processing of your Creator Media Content and additional information related to your Creator Media and Clipper Profile.
8. Post Clips Communication
   1. By establishing an Account with Post Clips in the Platform, you agree to receive communications from us, including via e-mail, text messages, and push notifications.
   2. You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of our Services.
9. Acceptable Use Policy and Corrective Action

   You are responsible for your conduct and any Clips that you upload, share, post, submit, publish, send, display or transmit (collectively, "Transmit") via the Services. You agree that you will never use the Services to:

   1. Transmit Clips in any manner that infringe any intellectual property or other proprietary rights of any party;
   2. Transmit Clips that are unlawful or promote unlawful activity or provides instructional information about unlawful activities, or that is harmful, threatening, abusive, harassing, inflammatory, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, sexually suggestive, libelous, invasive of another's privacy (or creates a privacy or security risk to any person), or hateful racially or ethnically;
   3. Transmit Clips that constitute unsolicited or unauthorized advertising or promotional materials or commercial activities;
   4. Impersonate any person or entity, including the Networks or falsely state or otherwise misrepresent or fail to represent your affiliation with a person or entity; or
   5. Transmit any software viruses, spyware, worms, malware or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or other equipment.
10. Choosing a Campaign and/or Using Our Marketplace
    1. Clippers will be able to select and participate in active Campaigns from the App's home page (the "Marketplace"). By selecting a Campaign, the Clipper will be presented with Campaign Brief and the Network provided content. By using the Services, including but not limited to, when you select a Campaign Brief or engage with us via the Marketplace feature, you authorize us to provide the Network with some or all of the following information concerning you:
       1. Your name and Social Media Provider identification and handle;
       2. Your contact information and email address;
       3. Sizing, product preferences, and biographical information;
    2. A Campaign Brief includes the terms, conditions, fees, parameters, specifications, and other terms and conditions of a Campaign. The Campaign Brief is a legal contract between you and the Network. You agree to treat the contents of the Campaign Brief, and any information related to the Network, as confidential and not to disclose such information.
    3. Network Feedback: Once your Clips are live, the Network may be able to give you a review based on the criterion that is listed on the Campaign Brief, and the Network may also require you to revise such Clips (including by way of recreating such Clips) to comply with the Campaign Brief's requirement in the Network's sole discretion. Clippers will also be required to remove any Clips upon request of Post Clips or the Network.
11. Your Compliance with the Code of Conduct and Obligations Under a Campaign Brief

    In connection with your participation in our Platform, including in a Campaign, you agree at all times to comply with the following code of conduct:

    1. You will comply with and abide by all terms and conditions outlined in the applicable Campaign Brief, including but not limited to, the required social media tags and disclosures ("Required Tags").
    2. You agree to follow all required photo review and approval processes required by the Network.
    3. You agree that you will not Transmit any Clips to a website or Social Media Provider account that are not approved by the Network in any give Campaign Brief.
    4. You further agree that the Network has the sole discretion to request you remove any post Clips at Networks sole discretion.
    5. You agree to comply with all the Applicable Laws.
    6. You will limit your posting of Clips to those websites, and Social Media Provider accounts specified in the Campaign Brief.
    7. You will represent the Network and its products and services in a positive light.
    8. You will not impersonate any other person or entity, actual or fictitious, including by impersonating an employee or consultant of Network.
    9. You will respect the intellectual property and proprietary rights of others, and you will not post any Clips outside the parameters of the Campaign Brief.
    10. You will ensure that the Clips, your Clipper Profile and Creator Media Content will not include content that is profane, pornographic, sexually explicit, violent or derogatory of any ethnicity, race, gender, religion or faith, profession or age group; promotes excessive alcohol consumption, or any illegal drugs, tobacco, firearms/weapons or a particular political agenda; is obscene or offensive; or promotes or depicts unsafe activities or inhumane behavior or activities.
    11. You further ensure that the Clips will not be placed adjacent to content that promotes pornography, violence, or the use of firearms, contains obscene language, or falls within another category stated in the Campaign Brief.
    12. You will comply with all industry-specific rules and regulations as instructed in the Campaign Brief.
    13. You agree not to edit Clips after Transmit, unless requested by the Network, or Post Clips.
    14. To the extent you are not in compliance with the terms of the Campaign Brief (without limiting any remedies that may be available to us) or you violate any of these code of conduct requirements, you will, promptly upon receiving a written request from us or the Network or Post Clips, correct, replace, remove and/or takedown any non-compliant Clips or branding that you have posted to your Social Media Provider account.
12. DMCA and DSA Policy

    DMCA and DSA Policy: It is Post Clips' policy to respect the rights of copyright owners, and we will respond to notices of copyright infringement in compliance with the DMCA immediately upon notice of such infringement.

13. Payment

    Subject to your compliance with this Agreement and the Campaign Brief you will be entitled to receive payment for the Clips that are accepted by the Network and posted to your Social Media Provider accounts or webpages in accordance with the terms of the Campaign Brief (the "Payment"). Such Payment will be made in United States dollars and will be paid through the App on the second and last Friday of each Calendar month in which Clippers views have totaled a minimum of Fifty Dollars ($50). In order to make such Payment, you will be required to establish an account as instructed upon the set up of the Clipper Profile, and provide all required information requested. Payment rate for your participation in the Campaign will be set forth in the Campaign Brief. Analytics & Comment Submission Requirement. As a condition to qualifying for any Payment under this Agreement, you must submit through the Platform and/or App all required campaign analytics, including without limitation: view counts, comment data (excluding usernames and profile photos where prohibited by platform policies), engagement metrics, and any other performance data requested by Post Clips or the applicable Network. Failure to timely submit such data may result in withholding of Payment until all required data is fully submitted and verified.

    In addition, you agree:

    1. To provide accurate information for facilitating the Payment. If we are unable to facilitate the Payment because of inaccurate information provided by you, we will inform you through reasonable means and you will have fifteen (15) days to furnish accurate information to us for facilitating Payment.
    2. That Post Clips is not responsible for any Payment made to an incorrect bank account based on incorrect information provided by you.
    3. If at any time it is determined that you were paid by us in error or have been paid for a Campaign where you did not fully fulfill the obligations as outlined in the Campaign Brief, Post Clips will contact you to promptly return the Payment. In this event, we will provide you with information for returning the funds to us. The Payment must be returned by you to us within seven (7) days of receiving return payment information. Alternatively, we may deduct the amount to be returned by you from future Payments.
    4. To promptly return any payments to us, if such payments remitted to you is more than Payment due. You also agree to contact us immediately to inform of any over payment.
    5. To report to all applicable government agencies as income all Payments received by you pursuant to this Agreement. This means you will be solely responsible for payment of all withholding taxes, social security, workers' compensation, unemployment and disability insurance or similar items required by any government agency for any Payments received by you.
14. Privacy and Data Protection

    As set forth under this Agreement, in order to join the Platform, use the Services and participate in a Campaign, Post Clips will process certain information regarding the Clipper, including Creator Media and Creator Media Content, whether provided directly by you or otherwise collected by Post Clips, including through use of automated means and AI tools. Post Clips will use and process personal data included in the aforesaid information collected through the provisions of the Services in accordance with our Privacy Policy, as may be updated from time to time.

15. Confidentiality
    1. In the event that any information is disclosed to you through your access to the Services related in any way to Post Clips and its business and the business of its customers, or any information that relates to any Network, which it deems to be confidential and proprietary, or would reasonably be considered as confidential, including but not limited to any Campaign Brief, you agree to hold such information in the strictest of confidence.
    2. You acknowledge that we or a Network may provide confidential and proprietary information to you in connection with your use of the Services or participation in a Campaign including, but not limited to Post Clips' Platform, App, identity of our customers, including any Network's, names, phone numbers, addresses, e-mail addresses, Campaign(s), Campaign Brief, Campaign history, Campaign preferences, pricing information and other information regarding a Network's products, services, or initiatives, or other topics of the Campaign Brief and all other information which Post Clips and/or the Network(s) considers to be confidential and proprietary or any special treatment that you may receive (which Post Clips reserves the right to provide in its sole discretion to any Clipper).
    3. Except as needed to perform your obligations hereunder, during the Term (and subject to Section 15.5 below), you shall keep confidential and not disclose any information contained in a Campaign Brief or prepared for while participating in a Campaign, including, but not limited to, topics, story projects or source information, prior to such information becoming available to the public as well as the terms of this Agreement. You will not use any such information for your own purposes.
    4. Any information provided by you and marked as "confidential" shall be deemed confidential information.
    5. Each party agrees that it will take all appropriate steps to protect confidential information from unauthorized disclosure, that it will not disclose such confidential information to any third party, and that it will not use any Confidential Information (other than as authorized by this Agreement) without the prior written consent of the other party. Notwithstanding the above, each party may disclose the other party's confidential information to its employees, consultants and representatives on a need to know basis, provided that it shall remain liable for any breach of the confidentiality obligations under this Agreement by any of the aforementioned persons. The parties' obligations with respect to confidential information shall continue until such confidential information is no longer considered confidential by the disclosing party, excluding any information which is considered trade secret, which shall remain confidential in perpetuity.
16. Indemnification

    If Post Clips and/or its affiliates, officers, employees, managers, directors, customers (including without limitation, Network) and agents (the "Indemnified Parties") incur or suffer any loss or liability whatsoever (including but not limited to a fine, penalty, damages award, legal costs and expenses such as attorneys' fees, etc.) under or in connection with any demand, claim, suit, or proceeding made or brought by a third party (whether by an individual, organization, or governmental agency) against any Post Clips Indemnified Parties which arise from the following: (a) a breach of this Agreement, including any breach of your representations and warranties under this Agreement (and specifically Sections 5, 7, 11, 12, 15, 23 and 24) or underlying Campaign Brief and/or from any use of the Services; (b) any other party's access and use of the Service with your unique username, password or other appropriate security code; (c) the negligence, gross negligence or willful misconduct of you or your employees, agents or contractors; (d) incorrect information provided by you in your Account or elsewhere; or (e) a failure by you or your employees, agents, contractors or invitees to comply with Applicable Laws, (each, a "Claim"), you shall: (a) indemnify, defend and hold harmless the Post Clips Indemnified Parties for such losses and liabilities.

17. Disclaimer of Warranties; Limitation of Liability and Assumption of Risk
    1. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
    2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, POST CLIPS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING FEES NOT RECEIVED AS A RESULT OF MALFUNCTION OF THE PLATFORM, WHETHER DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.
    3. YOU AGREE THAT POST CLIPS IS NOT LIABLE FOR ANY DAMAGES OR INJURY RESULTING FROM YOUR USE OF OUR SERVICES, OR PARTICIPATION IN A CAMPAIGN. THERE IS NO WARRANTY WHICH WILL EXTEND BEYOND THE DESCRIPTION HEREOF. IN NO EVENT SHALL POST CLIPS' TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES, THIS AGREEMENT, OR ANY DAMAGE ALLEGED FOR A LOSS OR INJURY EXCEED ONE HUNDRED DOLLARS ($100.00).
    4. YOU AND YOUR HEIRS HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, POST CLIPS, THE NETWORKS AND THEIR AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESS TO OR USE OF THE SERVICES.
    5. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
18. Term and Termination
    1. This Agreement is effective upon your creation of an Account. This Agreement may be terminated: (a) by either party, without cause, upon written notice to the other party; provided however that termination of this Agreement or any account deletion request will not result in deletion on any information needed for any active Campaigns (including, without limitation, any disconnection of Clipper's social media from Clipper's account) for as long as Clipper is participating in such active Campaigns; or (b) by either party immediately, without notice, upon the other party's material breach of this Agreement, including but not limited to any breach of Section 12 of this Agreement.
    2. In addition, Post Clips may, immediately and without notice, terminate this Agreement, deactivate your Account, or any Campaign (as applicable) in the event: (1) you no longer qualify to participate in a Campaign; (2) you fall below the satisfaction rating in the Platform (which is calculated based on Network's feedbacks, at each Network's sole discretion); or (3) Post Clips has the good faith belief that such action is necessary to protect the Network, other Clipper, or Post Clips' Platform and/or Services.
    3. In the event of a deactivation pursuant to Section 18b above, you may, at Post Clips' sole discretion, be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Post Clips' reasonable satisfaction prior to Post Clips' permanently terminating the Agreement.
    4. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach (to the extent curable) within no more than fifteen (15) days. If the breach is cured within no more than fifteen (15) days and to Post Clips' satisfaction, this Agreement will not be permanently terminated.
19. Relationship of the Parties

    The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, agent/servant. The Clipper has no power or authority to bind Post Clips or any Network to any obligation, agreement, debt or liability. The Clipper shall not hold itself out as an agent or representative of Post Clips. Each Clipper acknowledges and agrees that (a) Post Clips solely facilitates the connection between the Network and the Clipper and has no control over Clipper's decision to participate in any Campaign or development and creation of any Clips by the Clipper (b) the services to be performed by such Clipper under this Agreement and the Campaign Brief are not performed for Post Clips' benefit, and (c) such Clipper is customarily engaged in an independently established trade, occupation, or business of the same nature as the services to be performed pursuant hereto or the Campaign Brief. The Clipper will be solely responsible for determining the timeliness of performing the services hereunder and in the Campaign Brief and the Campaign. Neither party shall be the authorized agent of the other party or have the right or authority either express or implied to create or incur any liability against or on behalf of any other party other than those obligations and liabilities in this Agreement.

20. Feedback

    If you provide Post Clips with any feedback (e.g., questions, comments, suggestions or the like), in any media, including without limitation, in any social media platform or marketplace, regarding the Services and/or our Platform (collectively, "Feedback"), all rights in such Feedback shall belong exclusively to Post Clips and you hereby irrevocably and unconditionally transfer and assign to Post Clips all intellectual property rights you have in such Feedback and waive any and all moral rights that you may have in respect thereto. It is further understood that you represent that the Feedback you provide does not include Confidential Information of third parties. Post Clips may use the Feedback at its sole discretion, including without limitation, for commercial use.

21. Assignment

    This Agreement is only for the benefit of you, the Clipper. You shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity without the prior written consent of Post Clips. Any attempted assignment shall be void. Provided however, if you are a Company or a legal entity using our Platform and Services, then upon our prior written approval, your employees or consultants may participate in the Campaign. Post Clips may assign this Agreement at its sole discretion and without any limitations.

22. Anti-Bribery and Export Compliance

    You agree not to promote, approach or use, distribute, transfer, provide, sub-license, share with, or otherwise offer the Services in violation of any Laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, "Export") the Services to any destination, person, entity or end use prohibited or restricted under US law without prior US government authorization to the extent required by regulation, including without limitation, any parties listed on any of the denied parties lists or specially designated nationals' lists maintained under the EAR or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by regulation.

23. Modifications

    Post Clips reserves the right, at its sole discretion to modify or discontinue, temporarily or permanently, the Platform, Services or to modify this Agreement at any time and without prior notice. Modifications may include adding new terms or deleting or amending existing ones. If we modify this Agreement, we will post the modification on the App. The effective date of the modified agreement will be upon posting of the modifications. If you do not agree to the modified Agreement, then, your sole remedy, and our sole obligation and liability, is for you to terminate this Agreement and cease accessing or using the Platform and Services. Otherwise, your continued access or use of our Platform or Services shall constitute your acceptance of the modified Agreement.

24. Non-Disparagement

    During the Term and for five (5) years after that, you agree that you will not disparage Post Clips, any Network, or any of Post Clips' or Networks' officers, directors or employees or otherwise take any action that reasonably be expected to adversely affect Post Clips' or Networks reputation. For purposes of this Agreement, "disparage" shall mean any negative statement, whether written or oral, about Post Clips, Networks or any of their respective officers, directors or employees. You agree and acknowledge that this non-disparagement provision is a material term of this Agreement, the absence of which would have resulted in Post Clips refusing to enter into this Agreement.

25. Force Majeure

    Neither party to this Agreement shall be obliged to perform any of its obligations herein if either you or us is prevented from doing so by a situation of force majeure. "Force majeure" events shall include events beyond the reasonable control of either party including acts of God, acts of government, acts of nature, strikes or riots, as well as improper performance by Post Clips' suppliers and customers, including Post Clips' clients, agencies or technology suppliers, including defects in objects, materials or software of third parties.

26. Governing Law; Dispute Resolution
    1. To the maximum extent permitted by applicable law, this Agreement, as well as all claims, shall be governed by the law of the State of California, without respect to its conflicts of laws principles, except to the extent preempted by or inconsistent with federal law.
    2. In the event of any claim, dispute or controversy arising out of or relating to this Agreement, the Platform, the Services, Clips, or any other aspect of the relationship between you and us (a "Dispute"), such Dispute shall be resolved exclusively by binding arbitration conducted by the American Arbitration Association ("AAA") in accordance with the then current Arbitration Rules, before a single arbitrator with experience in entertainment disputes. The arbitration shall take place in Los Angeles, California. Judgment upon any aware and/or order may be entered in any court having competent jurisdiction.
    3. To the fullest extent permitted by applicable law, any claim you may have arising under, or otherwise in connection with this Agreement, must be filed within ONE (1) YEAR after such claim first arose, or else you agree that such claim will be barred forever.
    4. This Agreement shall be governed by the law of the State of California, without respect to its conflicts of laws principles. Each party hereto agrees to submit to the personal jurisdiction of a state or federal court located in Los Angeles, California.
27. Entire Agreement

    This Agreement along with the Privacy Policy and the Clipper Agreement, constitutes the entire agreement between the Clipper and Post Clips and supersedes any prior agreements between you and us with respect to the subject matter herein. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, we both nevertheless agree that the arbitrator or court should endeavor to give effect to our intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. A party's failure to act with respect to a breach by the other party does not constitute a waiver of the party's right to act with respect to subsequent or similar breaches. All the sections intended to survive the termination of this Agreement shall survive. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Except as explicitly stated otherwise, any notices to Post Clips shall be given by certified mail, postage prepaid and return receipt requested to Post Clips Corp., 800 North State St, Ste 304, Dover, DE 19901. Any notices to you shall be provided to you through our App or given to you via the email address or physical address you provide to Post Clips during the registration process.