1. Your Acceptance
BY USING AND/OR VISITING THIS WEBSITE (collectively, including all Content available through the HowClip.com domain name, the "HowClip Website", or "Website"), YOU SIGNIFY YOUR ASSENT TO BOTH THESE TERMS AND CONDITIONS (the "Terms of Service") AND THE TERMS AND CONDITIONS OF HOWCLIP'S PRIVACY NOTICE, WHICH ARE PUBLISHED AT http://www.HowClip.com/privacy.php, AND WHICH ARE INCORPORATED HEREIN BY REFERENCE. If you do not agree to any of these terms, then please do not use the HowClip Website.
2. HowClip Website
3. Website Access
A. HowClip hereby grants you permission to use the Website as set forth in this Terms of Service, provided that: (i) your use of the Website as permitted is solely for your personal, noncommercial use; (ii) you will not copy or distribute any part of the Website in any medium without HowClip's prior written authorization; (iii) you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose; and (iv) you will otherwise comply with the terms and conditions of these Terms of Service.
B. In order to access some features of the Website, you will have to create an account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify HowClip immediately of any breach of security or unauthorized use of your account. Although HowClip will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of HowClip or others due to such unauthorized use.
C. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Website in a manner that sends more request messages to the HowClip servers in a given period of time than a human can reasonably produce in the same period by using a convention on-line web browser. Notwithstanding the foregoing, HowClip grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. HowClip reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their User Submissions.
4. Intellectual Property Rights
The content on the HowClip Website, except all User Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to HowClip, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Website is provided to you AS IS for your information and instructional use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. HowClip reserves all rights not expressly granted in and to the Website and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Website for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the HowClip Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the HowClip Website or the Content therein.
5. User Submissions
A. The HowClip Website may now or in the future permit the submission of videos or other communications submitted by you and other users ("User Submissions") and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, HowClip does not guarantee any confidentiality with respect to any submissions.
B. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize HowClip to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service. For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting the User Submissions to HowClip, you hereby grant HowClip a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the HowClip Website and HowClip's (and its successor's) business, including without limitation for promoting and redistributing part or all of the HowClip Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the HowClip Website a non-exclusive license to access your User Submissions through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms of Service. The foregoing license granted by you terminates once you remove or delete a User Submission from the HowClip Website. You agree to the Creative Commons Attribution-Share Alike licensing.
C. In connection with User Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant HowClip all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage HowClip or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business: (v) impersonate another person; (vi) submit material in which specific learning objectives are not evident and/or material that does not provide professional development for educators. HowClip does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and HowClip expressly disclaims any and all liability in connection with User Submissions. HowClip does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and HowClip will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. HowClip reserves the right to remove Content and User Submissions without prior notice. HowClip will also terminate a User's access to its Website, if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than twice and/or has had a User Submission removed from the Website more than twice. HowClip also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. HowClip may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.
D. In particular, if you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(iii) Identification of the material that is claimed 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 reasonably sufficient to permit the service provider to locate the material;
(iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(D) HowClip's designated Copyright Agent to receive notifications of claimed infringement is: Jason Smith, 1807 CR 362, Melissa, Texas 75454; email: copyright@HowClip.com, fax:972-838-9053. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to HowClip customer service through info@HowClip.com. You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.
E. You understand that when using the HowClip Website, you will be exposed to User Submissions from a variety of sources, including but not limited to exposure to HowClip's YouTube Partner Channels, Blinkx, and other HowClip partners, and that HowClip is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against HowClip with respect thereto, and agree to indemnify and hold HowClip, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.
F. HowClip permits you to link to materials on the Website for personal, non-commercial purposes only. In addition, HowClip provides an "Embeddable Player" feature, which you may incorporate into your own personal, non-commercial websites for use in accessing the materials on the Website, provided that you include a prominent link back to the HowClip website on the pages containing the Embeddable Player. HowClip reserves the right to discontinue any aspect of the HowClip Website at any time. HowClip provides the ability to download videos to your computer for personal or classroom educational use only, provided you give a link back to HowClip in any presentation, website, or other form of media in which the downloaded video is included and give credit to the author of the video.
6. Warranty Disclaimer
YOU AGREE THAT YOUR USE OF THE HowClip WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, HowClip, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. HowClip MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONSIN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE HowClip WEBSITE. HowClip DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE HowClip WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND HowClip WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
7. Limitation of Liability
IN NO EVENT SHALL HOWCLIP, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE HOWCLIP WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT HOWCLIP SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
The Website is controlled and offered by HowClip from its facilities in the United States of America. HowClip makes no representations that the HowClip Website is appropriate or available for use in other locations. Those who access or use the HowClip Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.
You agree to defend, indemnify and hold harmless HowClip, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the HowClip Website; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the HowClip Website.
9. Ability to Accept Terms of Service
As a member you affirm that you are at least 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. You affirm that you are at least 18, as HowClip membership is not intended for children under 18. If you are under 18 years of age, you are welcome to view videos on theHowClip Website; however, please do not attempt to sign up for membership or to upload videos.
You agree that: (i) the HowClip Website shall be deemed solely based in Texas; and (ii) the HowClip Website shall be deemed a passive website that does not give rise to personal jurisdiction over HowClip, either specific or general, in jurisdictions other than California. These Terms of Service shall be governed by the internal substantive laws of the State of Texas, without respect to its conflict of laws principles. Any claim or dispute between you and HowClip that arises in whole or in part from the HowClip Website shall be decided exclusively by a court of competent jurisdiction located in McKinney, Texas. These Terms of Service, together with the Privacy Notice at HowClip.com/TermsofService and any other legal notices published by HowClip on the Website, shall constitute the entire agreement between you and HowClip concerning the HowClip Website. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and HowClip's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. HowClip reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the HowClip Website following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND HOWCLIP AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE HOWCLIP WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
11. Mobile Usage
HowClip does not charge a fee to use the Service, but any text messages sent and/or received are subject to standard text messaging rates. Additionally, text messages sent and/or received count towards a monthly quota as any other messages do. Any users, whether sending or receiving text messages with HowClip should be aware that standard text messaging rates may apply. Please be aware that texting charges can fluctuate internationally. Text messaging rates can normally be found by asking your provider. HowClip may require data usage if not on wifi. Please note HowClip is not responsible for any data charges for text/sms/internet data related to your service usage.
12. Responsibility of Contributors
If you operate a blog, comment on a blog, post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, “Content”), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:
By submitting Content to HowClip for inclusion on your Website, you grant HowClip a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your blog. If you delete Content, HowClip will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable.
Without limiting any of those representations or warranties, HowClip has the right (though not the obligation) to, in HowClip’s sole discretion (i) refuse or remove any content that, in HowClip’s reasonable opinion, violates any HowClip policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in HowClip’s sole discretion. HowClip will have no obligation to provide a refund of any amounts previously paid.
13. Fees and Payment
Optional premium ‘Pro’ paid services such as no-ads on HowClip.com, extra storage on Classrooms, Pro themes and plugins, or Campus Packages are available on the Website. By selecting a premium service you agree to pay HowClip the monthly, 3 month or annual subscription fees indicated for that service. Payments will be charged on the day you sign up for a premium service and will cover the use of that service for a monthly or annual period as indicated. Premium service fees are not refundable.
14. Revenue Sharing Rights
The Parties shall share all Net Revenue received from the exploitation of the Intellectual Property (Schedule 1), in the form of PPV payments, in the proportion of ten percent 10% to the HowClip Organization and ninety percent 90% to the user.
On video and profile banner ads, the user will receive 70% and HowClip will receive 30% of Net Adsense revenue.
The Institution will be solely responsible for distributing its share of the Net Revenue or Combination Package Net Revenue to users who contributed to the Intellectual Property in accordance with any policy of Institution, subject to the terms of this Agreement.
15. Responsibility of Website Visitors
HowClip has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material’s content, use or effects. By operating the Website, HowClip does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. HowClip disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.
16. Copyright Infringement and DMCA Policy
As HowClip asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Classrooms.HowClip.com violates your copyright, you are encouraged to notify HowClip using this form here. HowClip will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a visitor who may infringe or repeatedly infringes the copyrights or other intellectual property rights of HowClip or others, HowClip may, in its discretion, terminate or deny access to and use of the Website. In the case of such termination, HowClip will have no obligation to provide a refund of any amounts previously paid to HowClip.
This Agreement does not transfer from HowClip to you any HowClip or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with HowClip. HowClip, HowClip,com, Classrooms.HowClip.com, the Classrooms.HowClip.com logo, and all other trademarks, service marks, graphics and logos used in connection with Classrooms.HowClip.com, or the Website are trademarks or registered trademarks of HowClip or HowClip’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any HowClip or third-party trademarks.
HowClip reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. HowClip may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
HowClip may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your HowClip.com or account (if you have one), you may simply discontinue using the Website. Notwithstanding the foregoing, if you have a Pro account, such account can only be terminated by HowClip if you materially breach this Agreement and fail to cure such breach within thirty (30) days from HowClip’s notice to you thereof; provided that, HowClip can terminate the Website immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
20. Disclaimer of Warranties
The Website is provided “as is”. HowClip and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither HowClip nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.
21. Limitation of Liability
In no event will HowClip, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to HowClip under this agreement during the twelve (12) month period prior to the cause of action. HowClip shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
22. General Representation and Warranty
You agree to indemnify and hold harmless HowClip, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.
This Agreement constitutes the entire agreement between HowClip and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of HowClip, or by the posting by HowClip of a revised version. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; HowClip may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.