Clyp, Inc. (“Clyp,” “we,” or “us”) is an online audio sharing platform and community. By registering as a member or by using Clyp in any way, you accept these Terms of Service (“Agreement”), which forms a binding agreement between you and Clyp in relation to your use of the Website, Apps and Services (together, the “Platform”).

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE PLATFORM.

Service

Registered and unregistered users of the Platform may submit, upload, record and post audio, text, comments and other content, data or information (“Content”), which will be stored by Clyp, and may be shared and distributed by such registered and unregistered users of the Platform using the tools and features provided as part of the Platform and accessible via the Website, Apps and elsewhere. The Service includes all aspect of Clyp, including but not limited to all products, software and services offered via the Clyp website, such as Clyp channels, the Clyp “Embeddable Widget”, the Clyp “Uploader”, the Clyp “Recorder” and other applications.

Unless otherwise stated, any new features or tools which are added to the Website and/or the Service are subject to these Terms.

Your Content & Ownership

Any and all audio, text, photos, comments, and other content, data or information that you upload, store, transmit, submit, exchange or make available to or via the Platform (“Your Content”) is generated, owned and controlled solely by you, and not by Clyp. For clarity, you retain all of your ownership rights in Your Content. However, by uploading, recording or submitting Your Content to the Platform, you initiate an automated process to transcode any audio Content and direct Clyp to store Your Content on our servers, from where you may control and authorize the use, reproduction, distribution, public display, public performance, making available and other communication to the public of Your Content on the Platform and elsewhere. To the extent it is necessary in order for Clyp to provide you with any of the aforementioned services, you grant Clyp a limited, worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable license to use, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform Your Content in connection with the Platform, including, without limitation, for promoting and redistributing part or all of the Platform through any media channels.

Your Account

You are not required to register to use the Platform. However, certain services are only available to registered users. When creating your account, you must provide accurate and complete information. You will provide us with your email address and will choose a password for your account. Your email address and any other information you chose to provide about yourself will be treated in accordance with our Privacy Policy. You must ensure that the email address that you provide is, and remains, valid.

You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Clyp immediately of any breach of security or unauthorized use of your account.

You may terminate your account at any time.

Content Restrictions

You may not upload, post, or transmit (“Submit”) any audio recording, image, text or other work (“Content”) that:

1) Infringes any third party copyrights or other rights (e.g., trademark, privacy rights, etc.)

2) Promotes fraudulent or dubious business schemes

3) Violates any law

Copyrights and Copyright Agents

Clyp, Inc. has a zero tolerance policy for those who post copyrighted material: we fully comply with the Digital Millennium Copyright Act of 1998. By agreeing to these Terms of Service (“Agreement”), you are acknowledging that you have read and agree to our Digital Millennium Copyright Act (“DMCA”) Policy.

DISCLAIMER

THE PLATFORM, INCLUDING, WITHOUT LIMITATION, THE WEBSITE, THE APPS AND ALL CONTENT AND SERVICES ACCESSED THROUGH OR VIA THE WEBSITE, THE APPS OR OTHERWISE, ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”.

WHILE CLYP, INC USES REASONABLE ENDEAVORS TO CORRECT ANY ERRORS OR OMISSIONS IN THE PLATFORM AS SOON AS POSSIBLE ONCE THEY HAVE BEEN BROUGHT TO OUR ATTENTION, CLYP MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER REGARDING THE WEBSITE, THE APPS, THE SERVICES OR ANY PART OR PARTS THEREOF, ANY CONTENT, OR ANY LINKED SERVICES OR OTHER EXTERNAL SERVICES. CLYP DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR ANY PARTS THEREOF, THE CONTENT, OR THE SERVERS ON WHICH THE PLATFORM OPERATES ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CLYP DOES NOT WARRANT THAT ANY TRANSMISSION OF CONTENT UPLOADED TO THE PLATFORM WILL BE SECURE OR THAT ANY ELEMENTS OF THE PLATFORM DESIGNED TO PREVENT UNAUTHORIZED ACCESS, SHARING OR DOWNLOAD OF CONTENT WILL BE EFFECTIVE IN ANY AND ALL CASES, AND DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION.

CLYP, SPECIFICALLY DISCLAIMS ALL OF THE FOREGOING WARRANTIES AND ANY OTHER WARRANTIES NOT EXPRESSLY SET OUT HEREIN TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES REGARDING NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

WHERE THE LAW OF ANY JURISDICTION LIMITS OR PROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THE ABOVE DISCLAIMERS SHALL NOT APPLY TO THE EXTENT THAT THE LAW OF SUCH JURISDICTION APPLIES TO THIS AGREEMENT.

Indemnity

You agree to indemnify, hold harmless, and keep Clyp, its subsidiaries and affiliates, and their respective owners, officers, managers, members, agents and employees, fully and effectively indemnified with respect to any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, costs and expenses, including attorneys' fees arising out of or in connection with these Terms of Service, including, without limitation: (a) your use of the Platform; (b) your violation of these Terms or any law, rule or regulation; (c) your use of the Content; or (d) your placement or transmission of any of your Content or any other content or materials on or through the Platform. You will cooperate as fully and reasonably as required by Clyp in the defense of any claim. Notwithstanding the foregoing, Clyp retains the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of actions which are brought against Clyp herein under the terms and provisions of these Terms and in no event shall you settle any such claim without Clyp's prior written approval.

Changes to the Platform

We reserve the right to add, delete or amend parts of these Terms of Service at our sole discretion and at any time without prior notice to you. We will post any changes to the Terms of Service on this page and will indicate the effective date of the revised Terms of Service at the top of the page. It is important for you to refer to these Terms of Service from time to time to make sure that you are aware of any changes that we may have made. By continuing to use the Platform you are agreeing to be bound by the revised Term.

Termination

You understand and agree that Clyp will determine your compliance with these Terms of Service in its sole discretion. Clyp reserves the right to restrict, suspend, deny or terminate access to all or part of the Website or any Service and to deny access to any person in its sole discretion without notice or liability of any kind. Clyp maintains a policy that provides for the termination in appropriate circumstances of the Website use privileges of users who are repeat infringers of intellectual property rights and/or any other breaches of any of these Terms. Any violation of these Terms of Service may be referred to law enforcement authorities. Upon termination of your account or access to the Website, or upon demand by Clyp, you must destroy all materials obtained from the Platform and all related documentation.