Last Revised: November, 2015
WebyClip Ltd. (“WebyClip “we”, “our”, or the “Company”) welcomes you (the “Creator” or “you”) to our website at www.webyclip.com (the “Site”) and to our online campaign platform (the “Services”, as further detailed below). Creators may use the Service in accordance with the terms and conditions herein.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER TO, CONNECT TO, ACCESS OR USE THE SERVICE IN ANY MANNER.
By acceptance of the Terms, you represent that any and all information you provide us through the Service is true and accurate. The provision of any false or fraudulent information is strictly prohibited.
A. The Services
The Services provide several tools for the monetization of the Creator’s online promotional media content, including videos and/or creative images and/or text featuring specific products, services, or messages, including such products, services, or messages promoting or otherwise related to a particular brand or brands (the “Creative”), by: (i) distributing the Creative to a complimentary website (the “Brand Website”) such that the Creative is promoting the relevant products and/or services of the Brand Website (the “Campaign Program”); (ii) creating landing pages prepared specifically for a Creator, which contain the Creator’s Creative as well as other relevant content; (iii) introducing and/or referring Creators to third parties who may be interested in the Creator’s Creative for the purpose of sponsorship, all in accordance with the terms herein.
You must be at least eighteen (18) years of age to use the Services. By agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18)years of age; (ii) that you have not previously been suspended or removed from the Service; and (iii) that your registration and your use of the Service is in compliance with any and all applicable laws and regulations.
If you are using the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind such organization to these Terms and you agree to be bound by these Terms on behalf of such organization.
C. Representations and Undertakings
You represent and warrant at all times throughout your use of the Service that : (i) you have full authority to agree to these Terms, and there is no restriction, limitation, contractual obligation or statutory obligation which prevents it from fulfilling its obligation under these Terms; (ii) you have obtained, maintain, and are the holder of all licenses, permits, certificates, and authorizations required by any applicable law, regulation, statutory or governmental authority, for you to lawfully operate your services, to use the Creative, to provide, offer, distribute, broadcast, transmit, and publicly perform the Creative, and allow WebyClip and/or its authorized third parties and Brand Websites to do the same on behalf of Creator via the Services; (iii) you comply and shall continue to comply with all applicable laws, rules, and governmental (state, local, and community) and regulatory levies and requirements relating to you and the Services; (iv) you will comply with all applicable international, national, state, regional and local laws and regulations in marketing, streaming and providing its services, and the Creative via the Services, including, without limitation and where applicable, laws, regulations and directives applicable to the processing of personal data and on the free transfer of such data, and the protection of privacy; and (v) your Creative is in compliance with all applicable laws and does not contain or promote, no link to other website that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, infringing, sexually explicit or illegal content.
D. Use Restrictions
There are certain conducts, which are strictly prohibited on and/or with respect to the Service. Your failure to comply with the provisions set forth below may result (at WebyClip’s sole discretion) in the termination of your access to the Service and may also expose you to civil and/or criminal liability.
You may not, whether by yourself or anyone on your behalf: (i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the content of our Services, in any way or publicly display, perform, or distribute them without WebyClip’s prior written consent; (ii) interfere with or violate any other Creator’s or Brand Website’s right to privacy or other rights, or harvest or collect personally identifiable information about such users of the Service without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (iii) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others; (iv) transmit or otherwise make available in connection with the Services any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (v) interfere with or disrupt the operation of the Services, or the servers or networks that host the Services, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (vi) sell, license, or exploit for any commercial purposes any use of or access to the Services; (vii) frame or mirror any part of this Site without WebyClip’s prior express written authorization; (viii) create a database by systematically downloading and storing all or any of the content from the Services; (vix) forward any data generated from the Services without the prior written consent of WebyClip; or (x) to transfer and/or assign the Creator’s account’s password, even temporary, to a third party; (xi) use the Services for any illegal, immoral or unauthorized purpose; or (xii) use the Services for non-personal or commercial purposes outside of the scope of the Services without WebyClip’s express prior written consent.
FURTHERMORE, YOU MAY NOT, WHETHER BY YOURSELF OR ANYONE ON YOUR BEHALF SUBMIT CREATIVE TO THE SERVICE OF ANY MINOR IN ACCORDANCE WITH APPLICABLE LAW.
E. Creative; License
You represent and warrant that you are the rightful owner of the Creative you upload and/or provide a link to, to the Services or that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions from the rightful owners of such Creative and that such Creative does not infringe any third party’s intellectual property rights or other rights (including without limitation, any privacy rights, publicity rights, copyrights, or any other intellectual property rights).
As long as your Creative is subject to the applicable copyright law, such Creative shall remain at all times, and to the extent permitted by law, your sole and exclusive property. You understand and agree that you are solely responsible for your Creative and the consequences of posting or publishing such Creative via the Services, in any way.
IT IS THE CREATOR’S SOLE RESPONSIBILITY TO OBTAIN ANY AND ALL CONSENTS REQUIRED UNDER ANY APPLICABLE LAWS, REGARDING THE POSTING OF ANY PERSONAL INFORMATION OF OTHERS WHICH IS PART OF THE CREATIVE AND TO ADHERE TO ANY APPLICABLE STATE AND FEDERAL LAWS REGARDING SUCH INFORMATION.
You expressly agree that the Creative that you upload and/or provide a link to will not include (i) content or information that is confidential or that is not in the public domain; (ii) any spam, unsolicited promotions, advertising, contests or raffles; (iii) content which is, inter alia, unlawful, defamatory, libelous, harassing, offensive, indecent, pornographic, abusive, fraudulent, threatening or vulgar; (iv) content that unlawfully discriminates on the basis of race, origin, ethnicity, nationality, religion, gender, occupation, sexual orientation, illness, physical or mental disability, faith, political view or socio-economical class; (v) content that encourages criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to civil liability or other lawsuit; or (vi) content that poses a risk to a person’s safety, security or health. The above examples of unlawful and prohibited upload and/or provide a link to do not constitute an exhaustive list.
WebyClip is under no obligation to edit or control Creative that you or other Creators upload and/or provide a link to, and will not be in any way responsible or liable for Creative. Although WebyClip has no obligation to screen, edit or monitor any of the Creative, WebyClip explicitly reserves the right, at its sole discretion, to remove, edit, or block without giving any prior notice, any Creative available on the Services at any time and for any reason, and you are solely responsible for creating backup copies of Creative, at your sole expense.
If notified by a Brand Website or content owner that Creative allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the Creative, which we reserve the right to do at any time and without notice. For clarity, WebyClip does not permit copyright-infringing activities on the Service.
When you upload, provide a link to, or otherwise make available any Creative via the Services, you grant to WebyClip and all authorized third party providers, including the Brand Websites, an irrevocable, perpetual, non-exclusive, royalty-free, transferable, assignable, fully sub-licensable and worldwide license, to use, reproduce, distribute, transmit, create derivative works of, display, copy, make available to the public and perform that Creative in connection with the Services, whether through the Internet, mobile devices or otherwise, in any media formats and through any media channels known today and developed in the future. WebyClip shall not bear any liability for any use by any third party of the Creative. You further hereby waive all past, present and future claims relating to any moral rights, artists’ rights, or any other similar rights worldwide in or to such Creative.
F. Brand Websites
EXCEPT AS OTHERWISE AGREED BY THE PARTIES IN WRITING, WEBYCLIP MAY FACILITATE THE PROMOTION OF THE CREATIVE VIA ANY OF THE BRAND WEBSITES, AT ITS SOLE DISCRETION. EACH BRAND WEBSITE IS AN INDEPENDENT CONTRACTOR. WBYCLIP AND EACH BRAND WEBSITE ARE NEITHER AFFILIATES NOR THE AGENT OR EMPLOYEE OF ONE ANOTHER, AND NEITHER IS RESPONSIBLE IN ANY WAY FOR THE ACTIONS, OMISSIONS OR PERFORMANCE (OR LACK THEREOF) OF THE OTHER. YOU ARE ADVISED THAT EACH BRAND WEBSITE AND ANY CONTENT THEREIN MAY BE SUBJECT TO SEPARATE TERMS AND CONDITIONS WHOLY INDEPENDENT OF THIS AGREEMENT. WEBYCLIP RESERVES THE RIGHT TO CEASE THE PROMOTIONAL USE OF ANY CREATIVE TO THE EXTENT REQUIRED IN ORDER TO COMPLY WITH SUCH SEPARATE TERMS AND CONDITIONS.
G. Intellectual Property
The Services and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the “look and feel” of the platform), specifications, methods, procedures, information, know-how, algorithms, data, technical data, interactive features, source and object code, files, interface and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned and/or licensed to WebyClip and are subject to copyright and other applicable intellectual property rights under domestic laws, foreign laws and international conventions. You may not copy, distribute, display, execute publicly, make available to the public, emulate, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to WebyClip’s proprietary rights, including WebyClip’s Intellectual Property, either by yourself or by anyone on your behalf, in any way or by any means, unless expressly permitted in the Terms.
All logos and other proprietary identifiers used by WebyClip in connection with the Service, (“WebyClip Trademarks”) are all trademarks and/or trade names of WebyClip, whether or not registered. All other trademarks, service marks, trade names and logos, which may appear on or with respect to the Service belong to their respective owners (“Third Party Marks”). No right, license, or interest to WebyClip Trademarks and/or to the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to WebyClip Trademarks or the Third Party Marks and therefore you will avoid using any of those marks, unless expressly permitted herein.
You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of WebyClip and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Service, and you represent and warrant that you will abide by all applicable laws in this respect. You are further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of WebyClip marks and logos, whether registered or not.
I. Third Party Services
The Service may be linked to through certain third party websites and other third party services (collectively, “Third Party Services”). Such Third Party Services are independent from the Service. You hereby acknowledge that WebyClip has no control over such Third Party Services, and further acknowledge and agree that WebyClip is not responsible for the availability of Third Party Services, and does not endorse nor is it responsible or liable for any goods, services, content, advertisements, products, or any materials available on and/or through such Third Party Services.
J. Third Party Components
The Service may use or include third party software, files and components that are subject to open source and third party license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the Service is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail only in connection with the related Third Party Components. These Terms do not apply to any Third Party Components accompanying or contained in the Service and WebyClip disclaims all liability related thereto. You acknowledge that WebyClip is not the author, owner or licensor of any Third Party Components, and that WebyClip makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the Service or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software.
K. Availability; Changes to the Services
The Services availability and functionality depends on various factors, such as communication networks software, hardware, and WebyClip’s service providers and contractors. WebyClip does not warrant or guarantee that the Service will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access error-free.
WebyClip reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Service (or any part thereof, including but not limited to the Content) without notice, at any time and at its sole discretion. In addition, you hereby acknowledge that the Content provided under the Service may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that WebyClip shall not be liable to you or to any third party for any modification, suspension, or discontinuance of our Service.
L. Disclaimer and Warranties
CREATOR ACKNOWLEDGES BY AGREEING TO THE TERMS HEREIN THAT WEBYCLIP (AND ITS AFFILIATES) PROVIDE NO WARRANTIES AS TO THE PERFORMANCE, CORRECTNESS, FUNCITONALITY OR SUITABILITY OF THE SERVICES FOR ANY PARTICULAR PURPOSE. WEBYCLIP DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE AVAILABLE ON THE SERVICES. THE SERVICES (AND ANY PART THEREOF), INCLUDING WITHOUT LIMITATION ANY CONTENT, DATA AND INFORMATION RELATED THERETO, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
WEBYCLIP AND ITS AFFILIATES, INCLUDING ANY OF THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES AND OTHER AFFILIATES (COLLECTIVELY, “WEBYCLIP”), JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY CONTENT, DATA, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED IN CONNECTION WITH YOUR OR ANY CREATOR’S USE OF THE SERVICES.
WEBYCLIP DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS. WEBYCLIP MAY, AT ITS SOLE DISCRETION AND WITHOUT AN OBLIGATION TO DO SO, CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO THE SERVICE AT ANY TIME, OR DISCONTINUE DISPLAYING OR PROVIDING ANY CONTENT OR FEATURES WITHOUT ANY NOTICE TO YOU.
YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICES IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK.
M. Limitation of Liability
IN NO EVENT SHALL WEBYCLIP AND/OR ANY OF THE WEBYCLIP AFFILIATES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE SERVICES, USE OR INABILITY TO USE THE SERVICES, FAILURE OF THE SERVICES TO PERFORM AS REPRESENTED OR EXPECTED, LOSS OF GOODWILL, DATA OR PROFITS, THE PERFORMANCE OR FAILURE TO PERFORM UNDER THESE TERMS, AND ANY OTHER ACT OR OMISSION OR BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM THE CONDUCT OF ANY BRAND WEBSITES AND/OR THIRD PARTY SERVICES.
NO ACTION MAY BE BROUGHT BY YOU FOR ANY BREACH OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. AS SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEN SUCH LIMITATIONS ONLY MAY NOT APPLY TO A USER RESIDING IN SUCH STATES.
SUCH LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR WEBYCLIP’S SERVICES TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF WEBYCLIP AND/OR ANY WEBYCLIP AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL WEBYCLIP’S CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID BY WEBYCLIP TO YOU DURING YOUR USE OF THE SERVICES. IF YOU HAVE NOT MADE ANY PAYMENTS TO WEBYCLIP FOR THE USE OF THE SERVICES, THEN WEBYCLIP SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.
You agree to defend, indemnify and hold harmless WebyClip and any WebyClip Affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, fines, and expenses (including attorney’s fees) arising directly or indirectly from: (i) your use of the Services (or any part thereof); (ii) breach of any term of these Terms by you or anyone using your account; (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of (or inability to use) the Services, including without limitation, claims or suits for libel, or defamation; (iv) your violation of any third party intellectual property rights, privacy rights or other rights through your use of the Services; and (v) your violation of any applicable law or regulation.
O. Amendment to the Terms
P. Term of the Service
At any time, WebyClip may block your access to our Services and/or temporarily or permanently limit, suspend or terminate your account, for any reason, at its sole discretion, in addition to any other remedies that may be available to WebyClip under any applicable law. Such actions by WebyClip may be taken if WebyClip deems that you have breached any of these Terms in any manner.
Q. Misconduct and Copyright Agent
We care for your safety and well-being. If you believe a Creator, Brand Website and/or third party providers, acted inappropriately including, but not limited to, offensive, violent or sexually inappropriate behavior ore content, please report immediately such person to the appropriate authorities and to us.
The WebyClip respects the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the following information in writing to the WebyClip’s Copyright Agent: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information sufficient to permit the WebyClip to locate the material (including URL address or screen capture of such infringing activity); (iv) information so that the WebyClip can contact you, such as address, telephone number and e-mail address; (v) a statement that you believe in good faith that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (vi) a statement that the information in the notification is accurate and, under penalty of perjury, you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. The WebyClip’s Copyright Agent can be reached at www.webyclip.com .
All information disclosed by either Party (“Disclosing Party”) to the other Party (“Receiving Party”), prior to or during the Term, whether in writing, orally or in any other form which is not in the public domain (“Confidential Information”), shall be held in absolute confidence, and Receiving Party shall take all reasonable and necessary safeguards (affording the Confidential Information at least the same level of protection that it affords its own information of similar importance and in no event less than a reasonable degree of care) to prevent the disclosure of such Confidential Information to third parties. In addition, Receiving Party will limit its disclosure of the Confidential Information to employees with a “need to know” and only in the context of such employees’ fulfillment of their duties under this Agreement. The provisions of this paragraph shall survive termination or expiration of this Agreement, for any reason whatsoever. It is agreed that the following shall not be considered Confidential Information: (1) information that is already known to the Receiving Party at the time of disclosure, as such may be evidenced in the Receiving Party’s written records; (2) information that is or becomes known to the general public through no act or omission of the Receiving Party in breach of this Agreement; (3) information that is disclosed to the Receiving Party by a third party who is not, to the knowledge of the Receiving Party, in breach of an obligation of confidentiality; (4) information that was or is independently developed by the Receiving Party without use of or reference to any of the Confidential Information, as such may be evidenced in the Receiving Party’s written records; or (5) information that is disclosed pursuant to a court order, provided the Receiving Party notifies the Disclosing Party of such order and uses reasonable efforts to limit such disclosure only to the extent required.
These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. Any claim relating to the Service or use of the Service will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of this Site and/or the Services will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the District of Tel Aviv, Israel. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under these Terms without WebyClip’s prior express written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. These Terms are the entire terms and conditions between you and WebyClip relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and WebyClip. Notices to you may be made via email or regular mail. Our Services may also provide notices of changes to these Terms or other matters, by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
If you have any questions (or comments) concerning the Terms or the Services, you are welcome to send us an email to the following address, and we will make an effort to reply within a reasonable timeframe.
By contacting us, you represent that you are free to do so and that you will not knowingly provide WebyClip with information that infringes upon third parties’ rights, including any intellectual property rights. You further acknowledge that notwithstanding anything herein to the contrary, any and all rights, including intellectual property rights in such information provided, shall belong exclusively to WebyClip, and WebyClip may use or refrain from using any such information at its sole discretion.