Terms of Service

Last updated: May 1, 2026

These Terms of Service (the "Terms") form a binding legal agreement between you and Joseph Swog LLC, a California limited liability company ("Clipd," "we," "us," or "our"), governing your use of the Clipd mobile application and the website at runclipd.co (together, the "Service"). Please read them carefully. By creating an account or using the Service, you agree to these Terms.

These Terms contain a binding arbitration clause and a class-action waiver in Section 16. By agreeing to these Terms, you and Clipd are giving up the right to a jury trial and the right to participate in a class or representative action, except as described in that Section.

1. Eligibility

To use the Service, you must:

• Be at least 13 years old.
• Have the legal capacity to enter into a binding contract in your jurisdiction. If you are between 13 and the age of majority where you live (typically 18), you represent that a parent or legal guardian has reviewed and agreed to these Terms on your behalf.
• Not be prohibited from using the Service under applicable law (including, in the United States, persons on sanctions lists).
• Not have been previously banned from the Service.

Some features (such as receiving PayPal payouts) may require you to be at least 18, or to satisfy additional verification requirements imposed by PayPal, by any payment processor we may use in a future version of the Service, or by applicable law.

2. Accounts

2.1 Account creation

To use most features, you must create an account. You agree to provide accurate, current, and complete information at signup and to keep your information updated.

2.2 Account security

You are responsible for keeping your password confidential and for any activity that occurs under your account. Notify us immediately at support@runclipd.co if you suspect unauthorized access.

2.3 One account per person

Each individual may maintain only one personal account. Operating multiple accounts to circumvent payouts, view-counting rules, leaderboards, or bans is prohibited.

2.4 Account deletion

You may delete your account at any time from the Profile screen of the app. Some information may be retained as described in our Privacy Policy.

3. The Service

Clipd is a marketplace. The Service allows two types of users to transact:

• Creators post campaigns. A campaign describes content the Creator wants clipped, sets a budget, and defines payout rules — typically either per 1,000 verified views or a flat rate per accepted clip.
• Clippers browse campaigns, edit and post clips on TikTok, Instagram, or YouTube, and submit those clips to the relevant campaign through the Service. When a submitted clip meets a campaign's rules and verified view thresholds, the Clipper earns the corresponding payout.

A third role, Manager, exists to perform operational work on each campaign — reviewing submissions, approving or rejecting clips, marking payouts as paid, and assisting with disputes. During early operation of the Service, Clipd appoints the Manager for every campaign. A future version of the Service may allow Creators to appoint third-party Managers; if and when that happens, additional terms will apply. References in these Terms to "the Manager" mean the Clipd-appointed Manager unless context indicates otherwise.

The Service also includes related features such as in-app chat, leaderboards, account verification flows, notifications, and support tools.

3.1 Clipd is not a party to user transactions

Clipd provides the marketplace and supporting infrastructure. Clipd is not a party to the underlying agreement between any Creator and Clipper. When a Creator posts a campaign and a Clipper submits a clip, those users form their own arrangement subject to these Terms and the campaign's stated rules. Clipd facilitates that arrangement, calculates owed amounts, and records when payments have been made — but does not itself transmit money between users. See Section 4.6 for details on how payouts work.

3.2 Independent contractors

If you are a Clipper, you are an independent contractor — not an employee of Clipd or any Creator. Nothing in these Terms creates an employment, joint venture, partnership, or franchise relationship.

3.3 No guarantee of campaigns, submissions, or earnings

Clipd does not guarantee that any specific campaign will be posted, that any submission will be accepted, that any clip will meet view thresholds, or that any specific amount will be earned. Earnings depend entirely on the campaigns Creators choose to post and the performance of the clips Clippers post.

4. Campaigns and Submissions

4.1 Creator obligations

By posting a campaign, the Creator represents and agrees that:

• They own or have all necessary rights to the source content referenced in the campaign and to grant Clippers the right to make derivative clips of it.
• Their campaign rules, budget, and payout terms are accurate and offered in good faith.
• They will honor the budget posted in the campaign as a real obligation: they will fund the Manager in the agreed amount (campaign budget plus any disclosed platform fee) via PayPal within a reasonable time after launch, so the Manager can distribute payouts to Clippers per the campaign's rules. (See Section 4.6 for the full payout flow.)
• They will not run campaigns that involve illegal content, content that violates any third-party platform's terms, or content that is otherwise prohibited under Section 7.
• They will review and approve or reject submissions in good faith based on the rules they posted, and will not reject submissions arbitrarily to avoid payouts.

4.2 Clipper obligations

By submitting a clip, the Clipper represents and agrees that:

• They created the submitted clip themselves (editing, posting, and any other Clipper-side work).
• They own the social media account from which the clip was posted, or have permission from the owner. They will not submit clips posted from accounts they do not control.
• The clip complies with the campaign's stated rules and with the terms of service of the platform on which it was posted (TikTok, Instagram, YouTube, or another supported platform).
• The clip does not contain content that is illegal, infringing, hateful, harassing, sexually explicit, or otherwise prohibited under Section 7.
• View counts and engagement on the clip have been earned organically. Buying views, using bots, view-farming, or otherwise inflating metrics is prohibited and grounds for forfeiture of any associated payout and account termination.

4.3 Account verification

Clippers may be required to verify ownership of the social media account they intend to post from before submitting a clip. Verification may involve providing screenshots, short videos, or temporary edits to a profile. Verification is intended to deter fraud; it is not a guarantee of identity.

4.4 View tracking and payout calculation

Clipd periodically fetches public engagement metrics for submitted clips from the platforms where they were posted. Payouts are calculated based on these metrics and the campaign's stated rules. Clippers acknowledge that:

• Platform metrics may lag, fluctuate, or be reset by the platform itself. Clipd is not responsible for the platform's data.
• A clip that is removed from the source platform (by the platform, by the Clipper, or otherwise) may stop accruing earnings and may be considered ineligible for payout.
• Clipd may, in its sole discretion, exclude views obtained through fraud, bot traffic, or platform errors from payout calculations.

4.5 Approval and rejection

Creators may approve or reject submissions according to the rules posted in the campaign. Clipd does not act as an arbiter of subjective creative judgments but reserves the right to step in if a Creator's pattern of rejections appears designed to evade payouts.

4.6 Payouts

Payouts are paid in real money, but payments occur outside the Service and flow through the Manager appointed for each campaign. The flow is:

1. The Creator funds the campaign by sending the campaign budget (plus any platform fee owed to Clipd) directly to the Manager through PayPal, before or shortly after the campaign launches.
2. During the campaign, the Manager holds those funds. Clipd's mobile application and backend services do not hold, transfer, custody, or process the funds at any stage.
3. As clips qualify for payout under the campaign's rules and the Manager approves them, the Manager distributes payouts directly to individual Clippers through PayPal, using the PayPal email each Clipper has supplied to the Service.
4. The Service provides a ledger that calculates owed amounts from verified view counts and provides a "Mark paid" action that the Manager uses to record that an off-platform PayPal transfer has been made.
5. The Manager remits any platform fee included in the Creator's funding to Clipd (Joseph Swog LLC) through ordinary internal accounting practices.

You agree that:

• Creator's obligation. A Creator who launches a campaign is bound to fund the Manager in the agreed amount (campaign budget plus any disclosed platform fee) within a reasonable time. Failing to do so is a breach of these Terms and grounds for account termination.
• Manager's obligation. A Manager who has received campaign funds from a Creator is bound to distribute the corresponding payouts to Clippers per the campaign's rules within a reasonable time after the relevant clips qualify.
• Clipper's obligation. A Clipper who has supplied a working PayPal email is responsible for the accuracy of that information. Clipd is not responsible for transfers misrouted because of an inaccurate PayPal email.
• Clipd's role. Clipd provides the Manager and the supporting Service infrastructure, but the Service itself (the mobile application and its backend) does not hold or transmit user funds. Clipd is not a payment processor and does not undertake any payment-processing obligation toward any user.
• "Mark paid" is a record, not a payment. Marking a payout as "paid" inside the Service is a record-keeping action by the Manager. It is not, by itself, the payment. The actual payment occurs (or fails to occur) on PayPal under the parties' own PayPal accounts and PayPal's terms.
• Disputes. Disputes about whether a payment occurred, the amount, or the timing should be raised first with the Manager. If the Manager cannot resolve them, you may raise them with Clipd at support@runclipd.co. Clipd may, but is not obligated to, intervene by reviewing in-app records, freezing payouts, removing accounts that exhibit a pattern of non-payment, or replacing the Manager.
• Future in-app payments. A future version of the Service is expected to introduce in-app payment processing (for example, via Stripe), under which Creators would pay Clipd directly and Clipd would pay Clippers directly. The Manager will continue to perform the operational role (review, approval, settlement decisions) in that future model but will no longer sit in the money path. Additional terms specific to that processing will apply when it is introduced, and we will provide notice before they take effect.

4.7 Platform fees

Clipd charges Creators a platform fee on campaign budgets, disclosed to the Creator at the time of campaign creation. Clippers do not pay a platform fee on earnings.

Today, the platform fee is included in the amount the Creator sends to the Manager (see Section 4.6). Because Clipd appoints the Manager for every campaign during early operation, the Manager forwards the platform-fee portion to Clipd through ordinary internal accounting practices. When in-app payment processing is introduced, the platform fee will be collected from the Creator automatically by the Service at the time the Creator funds the campaign.

Clipd may change its fee structure at any time, with notice. Changes are effective only for new campaigns posted after the change.

5. Content and License

5.1 Your content

"User Content" means anything you submit to the Service, including campaign descriptions, cover images, source content links, submitted clip URLs, profile information, chat messages, and support communications.

You retain ownership of your User Content. You are responsible for it.

5.2 License to Clipd

By submitting User Content, you grant Clipd a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, modify (only as needed for technical operation, such as image resizing), display, and otherwise use the User Content as needed to operate, provide, improve, and promote the Service. This license terminates when you delete the relevant User Content or your account, except for:

• Backups and archived copies retained for a reasonable period.
• Content shared with other users, who may have separately retained access.
• Aggregated or anonymized data that no longer identifies you.

5.3 Marketing use

Clipd may use the public-facing portion of campaigns (campaign title, cover image, payout rate, and similar metadata) and the public-facing portion of submissions (clip URL and public view counts) to market and promote the Service — for example, in social posts, advertisements, or case studies. Private chat messages and direct support communications will not be used in this way.

5.4 Feedback

If you send us feedback, suggestions, or ideas about the Service, you grant Clipd an unrestricted, perpetual, royalty-free license to use them without compensation or attribution.

6. Third-Party Platforms

The Service integrates with TikTok, Instagram, YouTube, and other third-party platforms. Your use of those platforms is governed by their own terms and privacy policies. Clipd is not affiliated with or endorsed by any of those platforms. We are not responsible for their actions, including platform decisions to remove content, change view-count algorithms, or terminate accounts.

You are responsible for complying with the terms of service of any platform on which you post submitted clips. Violations of those terms may also be violations of these Terms.

7. Acceptable Use

You agree not to:

• Use the Service to post, submit, or distribute content that is illegal, infringing on intellectual property rights, defamatory, hateful, harassing, threatening, sexually explicit, or otherwise objectionable.
• Use the Service in connection with content involving or directed at minors in any sexual or exploitative way.
• Use the Service to deceive, scam, or defraud other users.
• Inflate view counts, engagement metrics, or other performance indicators using bots, paid view services, mutual-engagement networks, or other artificial means.
• Operate multiple accounts to evade bans, claim duplicate payouts, manipulate leaderboards, or otherwise circumvent rules.
• Attempt to access another user's account, data, or messages.
• Attempt to reverse-engineer, decompile, or extract source code from the Service, except as permitted by applicable law.
• Use any automated means (scrapers, bots, crawlers) to access the Service in ways that interfere with normal use or that exceed reasonable rate limits.
• Introduce malware, vulnerabilities, or otherwise interfere with the Service's operation or security.
• Misrepresent your identity, your affiliation, or the source of any content.
• Use the Service to violate any law, regulation, or third party's rights.

We may remove content, suspend accounts, or terminate accounts for violations.

8. Reporting and Takedowns

8.1 Reporting violations

If you see content that violates these Terms, please report it to support@runclipd.co.

8.2 Copyright (DMCA)

If you believe content on the Service infringes your copyright, send a notice to support@runclipd.co that includes:

• A description of the copyrighted work you claim has been infringed.
• A description of the infringing material and where it is located.
• Your contact information.
• A statement that you have a good-faith belief that the use is not authorized.
• A statement, under penalty of perjury, that the information is accurate and that you are authorized to act on behalf of the copyright owner.
• Your physical or electronic signature.

We will respond to valid notices in accordance with the Digital Millennium Copyright Act. Repeat infringers will have their accounts terminated.

9. Suspension and Termination

We may suspend or terminate your account at any time, with or without notice, if we believe in good faith that you have violated these Terms, that your continued use of the Service poses a risk to other users, or that suspension is required by law.

You may stop using the Service and delete your account at any time. Termination does not relieve either party of obligations that, by their nature, survive termination — including payment obligations for completed campaigns, the licenses granted in Section 5, and the dispute-resolution provisions in Section 16.

10. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIPD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, CLIPD DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT VIEW COUNTS REPORTED BY THIRD-PARTY PLATFORMS ARE ACCURATE; OR THAT ANY CAMPAIGN, SUBMISSION, PAYOUT, OR EARNINGS WILL OCCUR.

Some jurisdictions do not allow the exclusion of certain warranties. To the extent any warranty cannot be excluded under applicable law, that warranty is limited in duration to the minimum period allowed.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIPD AND ITS OFFICERS, MEMBERS, EMPLOYEES, AGENTS, AND AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE — EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO CLIPD IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. To the extent any limitation cannot be enforced under applicable law, the limitation will apply to the maximum extent permitted.

12. Indemnification

You will indemnify, defend, and hold harmless Clipd and its officers, members, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Service.
• Your User Content.
• Your violation of these Terms.
• Your violation of any law or third party's rights, including intellectual property rights.

We reserve the right to assume the exclusive defense of any matter for which you would otherwise indemnify us, in which case you will cooperate in asserting any available defenses.

13. Changes to the Service

We may modify, suspend, or discontinue any part of the Service at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation.

14. Changes to These Terms

We may update these Terms from time to time. When we do, we will update the "Last updated" date at the top and, for material changes, provide reasonable advance notice (such as an in-app notice or email). Your continued use of the Service after the changes take effect means you accept the updated Terms. If you do not agree to a change, your remedy is to stop using the Service and delete your account.

15. Governing Law

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The federal Arbitration Act governs the interpretation and enforcement of Section 16.

16. Dispute Resolution — Arbitration and Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

16.1 Informal resolution first

Before filing a claim, you and Clipd agree to try to resolve the dispute informally. Send a written description of the dispute to support@runclipd.co. We will try to resolve it within 60 days. If we cannot, either party may proceed to arbitration as described below.

16.2 Binding arbitration

Except as provided in Section 16.5, you and Clipd agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. The arbitration will be conducted by a single arbitrator. The seat of arbitration is California. The arbitration may be conducted in person, by phone, or by document submission, as the AAA rules provide.

The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court with jurisdiction.

16.3 No class actions

You and Clipd agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims of more than one person and may not preside over any form of representative proceeding.

16.4 Costs of arbitration

If you initiate arbitration in good faith, Clipd will pay AAA filing, administrative, and arbitrator fees that exceed the cost of filing the same claim in California state court. This does not change which party ultimately bears liability for the merits of the dispute.

16.5 Exceptions

Notwithstanding Sections 16.2 and 16.3:

• Small-claims court — either party may bring a qualifying individual claim in a small-claims court of competent jurisdiction in lieu of arbitration.
• Injunctive relief — either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property, trade secrets, or to enforce Section 7 (Acceptable Use).
• Sexual harassment and sexual assault claims — under the federal Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (the "EFAA"), you may, at your election, bring claims of sexual harassment or sexual assault in court rather than in arbitration. This provision is not waived by these Terms.

16.6 Opt-out

You may opt out of Section 16 by sending written notice to support@runclipd.co within 30 days of first agreeing to these Terms. Your notice must include your name, the email address associated with your account, and a clear statement that you opt out of the arbitration agreement. Opting out will not affect any other provision of these Terms.

16.7 Survival

This Section 16 survives termination of these Terms.

17. Miscellaneous

17.1 Entire agreement

These Terms (together with the Privacy Policy and any campaign-specific rules a Creator posts) form the entire agreement between you and Clipd concerning the Service.

17.2 Severability

If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the rest of the Terms will remain in effect.

17.3 No waiver

Our failure to enforce any provision is not a waiver of our right to do so later.

17.4 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets, or to any affiliate.

17.5 No agency

Nothing in these Terms creates an agency, partnership, joint venture, employment, or franchise relationship between you and Clipd.

17.6 Force majeure

Neither party will be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, internet outages, pandemics, or actions of third-party platforms.

17.7 Apple-specific terms

If you are using the Clipd app obtained through the Apple App Store, you acknowledge:

• These Terms are between you and Clipd, not Apple. Apple is not responsible for the Service or its content.
• Apple has no obligation to provide maintenance or support for the Service.
• In the event of a failure of the Service to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the app to you.
• Apple is not responsible for addressing any claims by you or a third party relating to the Service.
• Apple is a third-party beneficiary of these Terms with respect to your use of the app on an Apple device, and may enforce them as such.

17.8 Contact

Questions about these Terms? Email support@runclipd.co.

Joseph Swog LLC Mailing address: 3649 Blackfoot Way, Antelope, CA 95843