Terms of Service
Klip Studio Pty Ltd ACN 644 219 689
The Company provides the “Klip” digital platform for creating and sharing memories by video. Klip is proudly Australian owned and developed, and the privacy and security of customer data is paramount. Use of Klip is subject to these Terms of Service.
The following terms are used regularly throughout these Terms of Service and have a particular meaning:
(a) ABN means Australian Business Number.
(b) Account means a registered account with the Platform.
(c) Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Sydney, Australia.
(d) Company means Klip Studio Pty Ltd ACN 644 219 689.
(e) Contact means a contact within the User’s mobile device that Klips may be shared with.
(f) Corporations Act means the Corporations Act 2001 (Cth).
(g) Exit Package means a paid package offered by the Company to Users for continued access to Klips, subject to those terms and conditions notified to the User from time-to-time.
(h) Fee means a fee charged by the Company for use of the Platform, as advertised on the Site and/or within the Platform from time-to-time.
(i) GDPR means the European Union’s General Data Protection Regulations.
(j) GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(k) Group means a selected group of Contacts.
(l) Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.
(m) Klip means a video story created using the Platform.
(n) Mobile Application Marketplace means an online marketplace for access to the Platform and other applications for mobile devices, such as the App Store.
(o) Payment Gateway means Stripe or such other payment system the Company may adopt within the Platform from time-to-time.
(p) Platform means the “Klip” storytelling network mobile application accessible from a Mobile Application Marketplace.
(q) Privacy Act means the Privacy Act 1988 (Cth).
(s) Promotion means any promotional discount or benefit made available to Users by the Company from time-to-time.
(t) Question means a question answered by the User when creating a Klip, as updated from time-to-time.
(u) Recipient means anyone who has been granted access to a Klip.
(v) Site means the Company’s website found at https://www.klip.app.
(w) Subscription Fee means a Fee charged by the Company for use of the Platform on a periodical basis, as notified to the User from time-to-time.
(x) Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(y) Terms of Service means the terms and conditions of using the Platform, as updated from time-to-time, which can be found at the Site.
(z) User means a registered user of the Platform that holds an Account.
(aa) User Content means images, videos, information, or other data that is uploaded or input into the Platform by the User or that forms part of the User’s Intellectual Property. For clarity, this includes audio and visual content of a Klip.
1.1 The licence granted under these Terms of Service shall be ongoing until terminated in accordance with these Terms of Service.
1.2 The User agrees that all use of the Platform is subject to these Terms of Service and must immediately cease to use the Platform if the User can no longer agree or adhere to these Terms of Service.
1.3 The Company may suspend the Account or restrict the access of any User that breaches the terms of these Terms of Service.
2. Using Platform
(a) To use the Platform, the User must have set up their Account.
(b) To create an Account, the User must verify their mobile number by entering the verification code sent to their mobile device.
(c) The User may be required to provide their full name, year of birth and any other information reasonably requested by the Company as part of the Account sign up process.
(d) The User must provide accurate and complete information when setting up an Account and, if necessary, update their Account to ensure that such information is maintained as current for the duration of these Terms of Service.
The Company shall provide the User with access to and use of the features as agreed between the parties and provided within the Platform from time-to-time.
(a) The primary function of the Platform is to allow Users to create Klips.
(b) The User shall have complete discretion when creating their Klips, including what is said, what is shown, and for how long they run.
(c) To create a Klip the User must upload User Content, in particular videos and/or photos, to the Platform directly from their mobile device.
(d) Klips may be created by the User’s own volition or following a specific request from another User to record a Klip and answer a Question.
(e) The User shall have the opportunity to review and retake Klips as many times as they need until they are satisfied to finish and save the Klip.
(f) The User is exclusively responsible for each Klip they create.
(g) The Company does not review or pre-approve Klips and/or the User Content therein.
(a) Klips will generally be based on Users answering Questions.
(b) The Company shall provide standard Questions within the Platform for the User to use at their discretion, as updated from time-to-time.
(c) Questions may be grouped in certain sets and categories to focus on specific topics or themes.
(d) Users may also create custom Questions to use for their own personal Klips or for the Klips of other Users.
(e) Whether a User accepts a specific prompt from another User to record a Klip to answer a specific Question is in their complete discretion and outside of the requesting User’s and the Company’s control.
2.5 Sharing Klips
(a) Once finalised and saved by the User, Klips can be shared via their Account at any time.
(b) Unless otherwise allowed for within the Platform, Klips may only be shared with Contacts by using their mobile phone number.
(c) Once any free trial period expires, Recipients may only access and view Klips shared with them if they hold an active subscription.
(d) The User may remove a Recipient’s access rights to certain Klips at any time within their Account.
(e) The User is exclusively responsible for who they choose to share their Klips with.
(f) The Company is in no way responsible and cannot be made liable in any way for how a User’s Klip is dealt with by Recipients.
(a) Where available as a feature of the Platform, the User may create Groups.
(b) Groups will comprise of two or more specific Users as determined by the User creating the Group.
(c) The User who created the Group may add or remove Users from a Group or delete a Group completely in their discretion within their Account.
(d) Where a Klip is shared to a Group, all Users within the Group will be a Recipient of that Klip.
3. User Content
3.1 The User acknowledges and agrees that:
(a) User Content is the sole responsibility of the User that uploaded the User Content to the Platform;
(b) The User indemnifies the Company for any User Content that is illegal, offensive, discriminatory, defamatory, rude, indecent or objectionable that the User makes available using the Platform;
(c) Without limiting the Company’s rights, the Company may remove or suspend accessibility to User Content via the Platform that the Company determines is illegal, offensive, discriminatory, indecent or objectionable in its sole discretion;
(d) To the extent permitted by law, under no circumstances will the Company be liable in any way for User Content and the User is responsible for the accuracy, quality and legality of any data uploaded to the Platform;
(e) The Platform may enable the User to create User Content, but that by doing so the User shall not acquire an interest to any Intellectual Property owned by the Company which may exist in the Platform;
(f) The User warrants that it has all necessary Intellectual Property rights to use User Content, and shall indemnify the Company for any infringement the User commits of third-party Intellectual Property rights by using User Content on the Platform; and
(g) In order to provide the services afforded by the Platform, where the User Content includes the User’s brand, logo or other Intellectual Property, the User grants the Company a worldwide, revocable license to use the User Content, for the term of these Terms of Service.
3.2 The User may lodge a complaint and notify the Company of any User Content that is illegal, offensive or otherwise in breach of these Terms of Service. The Company agrees to review and assess each complaint received and, if deemed necessary and appropriate by the Company, take steps to resolve the issue which may include the removal of the User Content the subject of the complaint.
4. Fees, payments & refunds
4.1 Free Trial
(a) The Company may offer new Users a free trial to access and use the Platform from time-to-time.
(b) Where a free trial is made available to the User, this will be explicitly stated to the User within the Platform and/or Mobile Application Marketplace before checkout and the User is responsible for selecting this option, otherwise Subscription Fees are payable to proceed.
(c) Unless the User cancels before the end of the free trial period, the User will be automatically charged the Subscription Fee notified to the User within the Platform and/or Mobile Application Marketplace.
(d) For clarity, the free trial period does not end the moment it is cancelled and the User can continue to use the Platform on a free trial until their renewal date, and if the User changes their mind, can sign back up for the paid subscription.
4.2 Subscription Fee
(a) The primary Fee to use the Platform shall be the Subscription Fee, which is payable in advance on a monthly or annual basis (as elected by the User).
(b) The User agrees to make payment in advance for the Subscription Fee due at such frequency, or on such dates, as the User has subscribed for.
(c) All payments shall be made via the payment gateway made available within the Platform, or in such other manner as the Company may direct from time-to-time.
(d) Where applicable, Promotions may affect the applicable Subscription Fee to be paid by the User which may include free trial periods in accordance with clause 4.1.
4.3 Subscription Renewals
(a) All Subscription Fees are payable and charged:
i. For one-off purchases (e.g. lifetime subscription), at the time the purchase order is placed; and
ii. For monthly or yearly subscriptions, at the beginning of the subscription period and, because each such subscription renews automatically for an additional period equal in length to the expiring subscription term unless and until cancelled, at the time of each renewal period commencing.
(b) The User must cancel their monthly or yearly subscription before it automatically renews to avoid the billing of the Subscription Fees for the next subscription period. The User may cancel their subscription at any time via the relevant Mobile Application Marketplace.
(c) The User will not receive a refund for the Subscription Fees already paid for their current subscription period and will continue to receive access to the Platform consistent with their subscription until the end of the current subscription period.
4.4 Fee Variations
(a) The Company reserves the right to introduce or change any Fees from time-to-time by giving the User no less than 14 days’ written notice. Any new or changed Fees will apply at the next billing period after the User has been given such notice.
(b) If a User does not accept a change to any Fees, then it can simply terminate its Account.
All Fees are quoted in US dollars, however transactions may be processed in an equivalent foreign currency (such as Australian dollars or British pounds).
For Users in Australia, GST is applicable to any Fees charged by the Company to the User. Unless expressed otherwise, all Fees shall be deemed inclusive of GST. The Company will provide the User with a Tax Invoice for any payments.
No refunds of Fees are offered other than as required by law or at the absolute discretion of the Company.
4.8 Late Payment
(a) If the User does not pay the full Fees as required, the Company may suspend the User’s access to their Account.
(b) If Fees are not brought out of arrears within 28 days of becoming overdue, the Company may delete the User’s Account without notice and terminate these Terms of Service.
(c) The User agrees that the Company shall not be liable in any way for any valid termination or suspension of the User’s Account where Fees are outstanding in accordance with this clause 4.6.
5. General Conditions
(a) By accepting the terms and conditions of these Terms of Service, the User is granted a limited, non-exclusive and revocable licence to access and use the Platform for the duration of these Terms of Service, in accordance with the terms and conditions of these Terms of Service.
(b) The Company may revoke or suspend the User’s licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in these Terms of Service by the User.
5.2 Modification of Terms
(a) The terms of these Terms of Service may be updated by the Company from time-to-time.
(b) Where the Company modifies the terms, it will provide the User with written notice, and the User will be required to accept the modified terms in order to continue using the Platform.
(c) The modified terms shall come into effect the next time the User accesses the Platform following notice of the updated Terms of Service.
(d) If the User does not accept any changes to the terms of these Terms of Service, the User may terminate these Terms of Service and must immediately cease using the Platform.
(a) The User agrees and accepts that the Platform is:
i. Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the User’s systems; and
ii. Managed and supported exclusively by the Company from the Company servers and that no ‘back-end’ access to the Platform is available to the User unless expressly agreed in writing.
(b) As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Platform.
(a) The Company provides user support for the Platform via the email address firstname.lastname@example.org.
(b) The Company shall endeavour to respond to all support requests within 3 Business Days.
(c) The User should notify the Company of any difficulties or problems they may experience with the Platform as soon as practicable.
5.5 Use & Availability
(a) The User agrees that it shall only use the Platform for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.
(b) The User is solely responsible for the security of its username and password for access to their Account. The User shall notify the Company as soon as it becomes aware of any unauthorised access of their Account.
(c) The User agrees that the Company shall provide access to the Platform to the best of its abilities, however:
i. Access to the Platform may be prevented by issues outside of its control; and
ii. It accepts no responsibility for ongoing access to the Platform.
(c) The Platform may use event tracking (a small electronic tracking code) to improve a User’s experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles event tracking in its own browser settings.
(a) Security. The Company takes the security of the Platform and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them, including the uploading User Content that contain viruses, corrupted files, or the like that prejudice the security or privacy of the Platform or the systems of any Users.
(b) Transmission. The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.
5.8 Intellectual Property
(a) Trade marks. The Company has moral & registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
(b) Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trade marks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of the Platform.
(c) The Platform. The User agrees and accepts that the Platform is the Intellectual Property of the Company and the User further warrants that by using the Platform the User will not:
i. Copy the Platform or the services that it provides for the User’s own commercial purposes; and
ii. Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Platform or any documentation associated with it.
(d) Content. All content (excluding User Content) submitted to the Company, whether via the Platform or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to the Platform.
5.9 Third Party Dependencies.
The User agrees and acknowledges that the Platform has third party dependencies which may affect its availability and that the Company has no means of controlling the availability of such dependencies and shall not be liable for any interruptions to such.
5.10 Liability & Indemnity
(a) The User agrees that it uses the Platform at its own risk.
(b) The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.
(c) The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with the Platform, including any breach by the User of these Terms of Service.
(d) In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use the Platform, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, or business interruption of any type, whether in tort, contract or otherwise.
(e) Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:
i. The re-supply of services or payment of the cost of re-supply of services; or
ii. The replacement or repair of goods or payment of the cost of replacement or repair.
(a) Either party may terminate these Terms of Service by giving the other party written notice or simply by cancelling an Account, and access to the Platform shall terminate at the end of the User’s subscription period active at the expiry of that notice period.
(b) Termination of these Terms of Service is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of these Terms of Service up to the date of expiry or termination.
(c) The Company may offer departing Users one or more Exit Packages to have continued access to their saved Klips, whether via their Account or outside of the Platform. Exit Packages are optional only and the User will have the complete discretion as to whether may choose to proceed with an Exit Package.
(d) The User may request the raw video files recorded on the Platform at any time by contacting email@example.com.
5.12 Dispute Resolution
(a) If any dispute arises between the parties in connection with these Terms of Service (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
i. Includes or is accompanied by full and detailed particulars of the Dispute; and
ii. Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
(b) Within 10 Business Days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) parties must meet (virtually or otherwise) and seek to resolve the Dispute.
(c) Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
(d) Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
(e) Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.
5.13 Electronic Communication & Notices
(a) The parties agree to be bound by these Terms of Service where these Terms of Service are accepted by the User electronically.
(b) The User can direct notices, enquiries, complaints and so forth to the Company as set out in these Terms of Service. The Company will notify the User of a change of details from time-to-time.
(c) The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User responsibility to update its contact details as they change.
(d) A consent, notice or communication under these Terms of Service is effective if it is sent as an electronic communication unless required to be physically delivered under law.
(e) Notices must be sent to the parties’ most recent known contact details.
(a) Special Conditions. The parties may agree to any Special Conditions to these Terms of Service in writing.
i. The User may not assign or otherwise create an interest in these Terms of Service.
ii. The Company may assign or otherwise create an interest in its rights under these Terms of Service by giving written notice to the User.
(c) Prevalence. To the extent these Terms of Service is in conflict with, or inconsistent with any Special Conditions made under these Terms of Service, the terms of those Special Conditions shall prevail.
(d) Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms of Service.
(e) Relationship. The relationship of the parties to these Terms of Service does not form a joint venture or partnership.
(f) Waiver. No clause of these Terms of Service will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
(g) Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to these Terms of Service and the transaction facilitated by it.
(h) Governing Law. These Terms of Service is governed by the laws of New South Wales, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
(i) Severability. Any clause of these Terms of Service, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of these Terms of Service.