TERMS OF SERVICE

Effective Date: September 5, 2026

Last Updated: September 5, 2026

These Terms of Service ("Terms") govern your access to and use of the Clip Central website, platform, services, and related products (collectively, the "Services") operated by Clip Central, a division of Clutch Media Inc. ("Clip Central," "we," "us," or "our").

By accessing our website or using our Services, you agree to these Terms. If you do not agree, you may not use the Services.

1. Our Services

Clip Central provides digital media, short-form content distribution, clipping, creator/page activation, campaign management, account creation and management, creative services, and related marketing services.

Our Services may include:

Influencer-style booking and placement of content on established social media pages;

Mass amplification through networks of independent clipping accounts and publishers;

Creation and management of dedicated social media accounts;

Creative strategy, ideation, editing, and content production;

Campaign management, reporting, analytics, and optimization;

Brand-safe content distribution and publisher selection.

Specific campaign terms, pricing, deliverables, usage rights, timelines, and performance requirements may be established in a separate order form, statement of work, insertion order, proposal, or service agreement ("Order").

If an Order conflicts with these Terms, the Order will control with respect to that specific engagement.

2. Eligibility

You must be at least 18 years old and legally capable of entering into a binding agreement to use our Services.

If you are using the Services on behalf of a company, organization, brand, or other entity, you represent that you have authority to bind that entity.

3. Client Responsibilities

Clients are responsible for providing accurate information, materials, instructions, approvals, and intellectual property necessary for Clip Central to perform the Services.

You represent and warrant that you have all rights, licenses, permissions, and consents necessary for materials you provide to Clip Central.

You may not provide materials that:

Infringe another person's intellectual property rights;

Violate applicable law;

Contain unlawful or deceptive claims;

Violate applicable advertising requirements;

Contain malicious software;

Require Clip Central or a publisher to violate a social media platform's terms;

Include prohibited or unsafe content without prior written approval.

4. Campaign Performance

Unless expressly guaranteed in a written Order, Clip Central does not guarantee any particular number of impressions, views, followers, engagement, clicks, conversions, sales, revenue, or other performance metric.

Social media performance depends on numerous factors outside Clip Central's control, including platform algorithms, moderation decisions, audience behavior, content performance, publisher behavior, and market conditions.

Any estimated views, CPMs, engagement rates, or other projections are estimates unless expressly identified as guaranteed in writing.

5. Publisher and Clipper Network

Clip Central may use independent publishers, creators, clipping accounts, social media pages, editors, and other third-party participants to provide campaign distribution.

Clip Central may select, replace, remove, or reallocate publishers at its discretion, subject to any specific requirements contained in an applicable Order.

Publishers and clippers remain independent contractors and are not employees, partners, agents, or representatives of the client unless expressly agreed otherwise in writing.

6. Content and Approvals

Clients may be required to approve campaign concepts, publisher lists, creative assets, captions, placements, or other campaign materials before publication.

Once approved, clients are responsible for the accuracy and legality of the approved materials.

Unless otherwise agreed in writing, Clip Central may make reasonable formatting, editing, cropping, captioning, or platform-specific modifications necessary to distribute approved content.

7. Intellectual Property

Each party retains ownership of intellectual property it owned before entering into an engagement.

Client-provided materials remain the property of the client or its licensors.

Clip Central retains ownership of its proprietary systems, processes, strategies, templates, databases, publisher relationships, methodologies, software, know-how, and other pre-existing materials.

Unless an Order expressly grants broader rights, the client receives only the specific content and usage rights stated in the applicable Order.

8. Payment

Clients agree to pay all fees specified in the applicable Order.

Unless otherwise stated in writing:

Invoices are due according to the payment terms stated in the applicable Order;

Fees are non-refundable once the applicable Services or campaign inventory have been purchased, committed, or delivered;

Client is responsible for applicable taxes, excluding taxes imposed on Clip Central's net income;

Late payments may result in suspension of Services.

Clip Central may require deposits, advance payments, or milestone payments for certain engagements.

9. Cancellations

Cancellation terms will be governed by the applicable Order or service agreement.

Where Clip Central has already committed funds, publisher inventory, production resources, or other third-party costs on behalf of a client, those amounts may remain payable following cancellation.

10. Acceptable Use

You agree not to use the Services for unlawful, fraudulent, deceptive, abusive, or harmful purposes.

You must comply with applicable laws and the rules of social media platforms and other third-party services used in connection with campaigns.

Additional restrictions are contained in our Acceptable Use Policy.

11. Third-Party Platforms

Our Services may involve TikTok, Instagram, YouTube, X, Facebook, or other third-party platforms.

Clip Central does not control those platforms and is not responsible for:

Platform outages;

Algorithm changes;

Content removals;

Account suspensions;

Changes to platform policies;

Changes to platform monetization;

Reduced distribution;

Third-party platform actions.

Clients and publishers are responsible for complying with applicable platform terms.

12. Confidentiality

Each party may receive confidential information from the other party.

The receiving party will use reasonable care to protect confidential information and will not disclose it except to employees, contractors, professional advisers, or service providers who need the information and are subject to confidentiality obligations, or where disclosure is legally required.

13. Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS TO THE MAXIMUM EXTENT PERMITTED BY LAW.

EXCEPT AS EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT, CLIP CENTRAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED AVAILABILITY.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIP CENTRAL WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIP CENTRAL'S TOTAL LIABILITY ARISING FROM AN ENGAGEMENT WILL NOT EXCEED THE TOTAL FEES PAID TO CLIP CENTRAL FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

15. Indemnification

You agree to defend, indemnify, and hold harmless Clip Central, Clutch Media Inc., and their officers, directors, employees, contractors, and agents from claims, damages, liabilities, costs, and expenses arising from:

Your breach of these Terms;

Your violation of applicable law;

Your infringement of third-party rights;

Materials you provide;

Your misuse of the Services.

16. Suspension and Termination

Clip Central may suspend or terminate access to the Services if you violate these Terms, fail to pay amounts due, engage in unlawful activity, create material risk to Clip Central or its partners, or otherwise misuse the Services.

Termination does not eliminate payment obligations accrued before termination.

17. Changes to These Terms

We may update these Terms from time to time. Updated Terms will be posted on our website with a revised effective date.

Your continued use of the Services after an update constitutes acceptance of the revised Terms.

18. Governing Law

These Terms will be governed by the laws of the State of New York, without regard to conflict-of-law principles, unless otherwise required by applicable law or agreed in a written Order.