1. Social D’ziner Platform and Social D’ziner Services

Social D’ziner provides a network (“Network”) of independent contractors (each a “Freelancer”) who offer design and other professional services (“Freelancer Services”). The “Platform” includes:

1. Social D’ziner website located at www.socialdziner.com
2. Social D’ziner platform for connecting Freelancers with Clients in need of services (“Platform”); and
3. All software, data, reports, text, images, sounds, video, and content available through these channels (“Content”).

The “Social D’ziner Services” involve using any and all features, functions, and Content of the Platform that enable clients to identify, review, contact, and otherwise take steps to engage Freelancer, as well as Clippet’s work in assisting you (“you” or “Client”) in identifying, reviewing, contacting, and taking steps to engage Freelancer. The Social D’ziner Services do not include any work performed by Freelancer.

For ease of reference, the Website, Network, Platform, descriptions of Freelancers and their services, Social D’ziner Services, Social D’ziner Proprietary Information, and other products or services are collectively referred to as “Social D’ziner Properties.”

Nothing in this UTC obligates you to engage any specific Freelancer (including in-house designers of Social D’ziner (“In-house Designers”) providing services similar to Freelancer Services), nor does it require Social D’ziner to provide services or identify Freelancers for your needs.

2. User registration and acceptance of UTC

1. As part of the registration process, you will create a username and password for your Account (“Account”). You are solely responsible for maintaining their confidentiality and for any authorized or unauthorized use. You agree to provide accurate and complete information in all interactions with Social D’ziner via the Social D’ziner Properties. By accessing the Website and by creating the Account, you provide your explicit consent to Social D’ziner to use your personal data for the purposes as set out in UTC as per applicable law.
2. Social D’ziner provides the Social D’ziner Properties to you through the Website and the Platform, subject to this UTC. By accepting this UTC or using any part of the Social D’ziner Properties, you confirm that you have read, understood, and agree to be bound by this UTC. This UTC forms a legally binding contract between you and Social D’ziner, even though it is electronic and not physically signed. If you are entering into this UTC on behalf of a company or other legal entity (“Client Entity”), you represent that you have the authority to bind such Client Entity to this UTC. In this context, the terms “you,” “your,” or “Client” will refer to the Client Entity. If you do not have the authority to bind the Client Entity to this UTC, or if you do not agree with the terms of this UTC, you must not accept this UTC, and you may not access or use the Social D’ziner Properties.
3. Social D’ziner reserves the sole right to modify this UTC at any time. Changes will be posted on the Website with the date of the last revision indicated. It is your responsibility to review the UTC periodically. Continued use of the Social D’ziner Properties after changes become effective constitutes your acceptance of the revised UTC.

3. Ownership and Access Restrictions

3.1. Ownership and Restrictions

All rights, title, and interest in and to the Social D’ziner Properties belong exclusively to Social D’ziner. You are prohibited from:

1. Sublicensing, reselling, renting, leasing, transferring, assigning, timesharing, or commercially exploiting the Social D’ziner Properties.
2. Using the Social D’ziner Properties unlawfully, including violating any data, privacy, or export control laws, or interfering with the integrity or performance of the Social D’ziner Properties.
3. Modifying, adapting, hacking, or attempting to gain unauthorized access to the Social D’ziner Properties or related systems or networks.

3.2. Access Restriction

Subject to your compliance with this UTC and its provisions, you are permitted to access and use the Social D’ziner Properties solely for evaluating Social D’ziner, Freelancers, and Social D’ziner’s products and services as an existing or prospective Client. You are prohibited from: (i) Allowing any competitor of Social D’ziner to access or use the Social D’ziner Properties; (ii) Using or accessing the Social D’ziner Properties to develop or enhance any product or service; (iii) Copying any ideas, features, functions, or graphics of the Social D’ziner Properties. You may not access or use the Social D’ziner Properties for public comment unless authorized in writing by Social D’ziner. Additionally, you are not permitted to copy, modify, frame, repost, publicly perform or display, sell, reproduce, distribute, or create derivative works of the Social D’ziner Properties. You may only link to the Website or Platform as expressly permitted by Social D’ziner. Access to the Website, Platform, or Social D’ziner Services must be through the interface provided by Social D’ziner. You may download, display, and print portions of the Content, excluding any software, only to the extent necessary and consistent with your use under this UTC, without modifying the Content and keeping intact all copyright, trademark, and other proprietary notices. Social D’ziner may access your Account to respond to technical support requests, verify compliance with your obligations, comply with the law, or maintain and improve its systems. Social D’ziner may provide email or online account support at its discretion.

3.3. Responsibility for Your Data

You are solely responsible for all data (including personal data), information, and content that you upload, post, or otherwise provide or store in connection with the Website, Network, Platform, or Social D’ziner Services.

4. Services

4.1. Clippet Services

Clippet offers a comprehensive suite of services aimed at connecting Freelancers with Clients. These services are provided on a time and materials basis and include the following key elements:

1. Sourcing and Connecting: Clippet uses commercially reasonable efforts to find and connect Freelancers from its extensive network to meet the specific needs of Clients.
2. End-to-End Service Delivery: Clippet takes commercially reasonable efforts to ensure Freelancers deliver the agreed-upon services efficiently and effectively. The delivery timelines indicated on the Platform are subject to change. While Clippet endeavors to meet the timelines as indicated on the Platform, Clippet shall not be liable for any delay or change in the said delivery timelines unless In-house Designers are providing design services.
3. Invoicing: Clippet handles all invoicing related to the services provided by Freelancers, ensuring transparency and ease for Clients.
4. Onboarding and Administrative Tasks: Upon request, Clippet assists with the onboarding process and other related administrative tasks to facilitate the engagement of Freelancers.

These collective services are referred to as the “Clippet Service”.

4.2. Service and Work Terms

Clippet’s Service are set out in the ‘Service Details Page’ of the Website. Client and Freelancer shall be bound by the Service description (“Work”), Service timelines, associate fee and any other relevant details regarding the Work as set out on the Service Details Page of the Website.

4.3. Replacement of Freelancers

If a Client requires a replacement Freelancer, the following steps must be taken:

1. Request Submission: The Client must submit a formal request for a replacement, outlining the reasons for their dissatisfaction with the current Freelancer.
2. Assessment and Replacement: Clippet will promptly review the request and use commercially reasonable efforts to find a suitable replacement from its network.
3. Deemed Acceptance: If the Client does not provide timely written notice of dissatisfaction, the Freelancer will be considered acceptable, and Clippet will proceed with invoicing.

If a Freelancer becomes unavailable or if the Client requests a replacement at any time, Clippet will endeavor to find an acceptable replacement as its sole obligation and the Client’s exclusive remedy.

4.4. Client Cooperation

The success of the Freelancers’ Work significantly depends on the Client’s cooperation. The Client’s responsibilities include:

1. Client Representative: Designating a representative (“Client Representative”) who will provide the Freelancer with necessary information, assistance, specifications, and requirements for the Work.
2. Setting Expectations: The Client Representative will establish and communicate expectations through reasonable and lawful instructions.
3. Project Oversight: Monitoring the project schedule, work schedules, and tangible results created by the Freelancer (“Work Output”).
4. Coordination: Coordinating all aspects of the Freelancer’s Work directly with the Freelancer.

Freelancers are responsible for determining the method, manner, and means of performing the Work. Clippet does not oversee the Freelancer or their Work and does not control or direct them. Therefore, Clippet does not guarantee the quantity, quality, or timeliness of the Work, nor can it ensure that Freelancers will meet any Client-established deadlines. Clippet will take responsibility for quantity, quality and timelines only in case of In-house Designers providing design services to the clients.

5. Service Fee and Payment Terms

5.1. Prepaid Payment Terms

Client shall pay in advance the fees for the Service to be availed as set out in Service Details Page of the Website and fees paid for the Services shall be non-refundable unless the Services are not delivered.

5.2. Enterprise Account Payment Terms

In case of Enterprise Accounts, Clippet will issue an invoice at the conclusion of each month for the Services provided within that particular month. Payments are due within 30 days of the invoice date. Clippet will allocate payments based on any remittance instructions you provide. If no instructions are given, Clippet will first apply payments to the oldest outstanding invoices after making reasonable efforts to obtain such instructions.

5.3. Payment Methods and Late Fees

All payments must be made in Indian Rupees (INR) and conducted electronically via credit card, NEFT/RTGS, or UPI transfer. Any amounts overdue by more than 30 days will incur interest at a rate of 1.5% per month from the due date. Should Clippet need to take action to collect unpaid, undisputed amounts, you are responsible for reimbursing Clippet’s collection costs, including attorneys’ fees and court or arbitration costs.

These terms aim to ensure clarity and transparency in the financial transactions between Clippet and its clients, considering the local financial practices and regulations in India.

6. Specific restrictions

To safeguard its investments in recruiting, screening, and curating its Freelancer network, Clippet implements a Cooling Off Period for Freelancers introduced to you. Here’s how it works:

6.1. Confidentiality

All business, technical, or financial information disclosed by Clippet via the Clippet Properties, including the Website, Platform, or Clippet Services, is considered Clippet’s “Proprietary Information.” This also includes the rates of each Freelancer in the Network. You agree to: (a) Hold all Proprietary Information in confidence and not disclose it to others; and (b) Use the Proprietary Information solely for the evaluation of Clippet, Freelancers, and Freelancer Services as an existing or prospective client. However, you are not obligated under this section if you can document that the information becomes publicly available without restriction and through no fault of your own (i.e., information that Clippet makes publicly available on the Website without requiring acceptance of this UTC or similar confidentiality obligations). You may disclose Proprietary Information if required by law or court order, provided you give Clippet advance written notice. Once you have completed your use of the Platform or Clippet Services, or if you have not used the Platform or Clippet Services for 18 months, you must destroy all items and copies containing or embodying Proprietary Information.

6.2. Non-Circumvention

Clippet invests significant time, energy, and resources into its Freelancer network. To protect these investments, you agree not to directly or indirectly encourage, solicit, hire, or engage Freelancers introduced by Clippet, except through Clippet and under this Agreement. This applies: (a) During the period of the Freelancer’s Work for you under this UTC and for twelve (12) months thereafter; and (b) If you decide not to engage the introduced Freelancer, within twelve (12) months from the date of introduction by Clippet.

6.3. Cooling Off Period

The term “Cooling Off Period” refers to the relevant time frames mentioned above (6.2). This restriction is specific and does not apply to Clippet’s entire Freelancer network but only to those individual Freelancers introduced to you by Clippet.

6.4. No Referral or Engagement Outside Clippet

During the Cooling Off Period, you agree not to refer the introduced Freelancers to any of your subsidiaries, parent companies, partnerships, holding companies, affiliated entities, or investors without processing the request through Clippet. You also agree not to circumvent Clippet by: (a) Inducing Freelancers to refer or recruit others to work for you or provide services to you or any third parties, except through Clippet; and (b) Cooperating with any such efforts by Freelancers.

6.5. Survival of Cooling Off Period

Any Cooling Off Period(s) for individual Freelancers will continue even after the termination of this UTC until the respective Cooling Off Period(s) expire.

6.6. Non-Solicitation

During your access to or use of the Platform or Clippet Services and for twelve (12) months afterward (collectively, the “Non-Solicit Period”), you agree: (a) Not to directly or indirectly encourage, solicit, hire, or engage any Freelancer for services whom you become aware of through Clippet interactions; and (b) Not to refer such Freelancers directly to parent, sibling, or affiliated companies.

These restrictions are in place to protect Clippet’s investments in its network and to ensure a fair and professional relationship between Clippet, its Freelancers, and Clients. By adhering to these terms, (a) you ensure the integrity of Clippet’s Freelancer network, maintaining a fair and professional relationship with both Clippet and its Freelancers; and (b) you help maintain the confidentiality and integrity of Clippet’s Proprietary Information, ensuring a secure and trustworthy environment for all involved.

7. Intellectual Property and User Content

7.1. Rights in User Content

By posting your information and other content (“User Content”) on or through the Clippet Properties, you grant Clippet a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license. This extensive license allows Clippet to use, modify, reproduce, distribute, display, publish, and perform your User Content in connection with the Clippet Properties. Clippet has the right, but not the obligation, to monitor both the Clippet Properties and User Content. Clippet reserves the right to remove or disable any User Content at any time, for any reason, or even for no reason at all. Further: (a) You agree not to post any User Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; (b) You warrant that you have all necessary rights to post User Content and that such content does not violate any intellectual property rights, privacy rights, or any other rights of any third party; and (c) You agree to indemnify and hold harmless Clippet from any and all claims, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees) arising from or related to your User Content or your breach of these warranties.

7.2. Unsecured Transmission of User Content

You need to be aware that the operation of the Website and Platform, including your User Content, might be unencrypted and could involve:

1. Transmissions over various networks: This can expose your User Content to potential risks as it travels across multiple networks.
2. Adaptations to technical requirements: Your User Content might need changes to conform and adapt to the technical requirements of connecting networks or devices.
3. Transmission to third-party vendors: Your User Content may be transmitted to Clippet’s third-party vendors and hosting partners who provide the necessary hardware, software, networking, storage, and related technology to operate and maintain the Clippet Properties.

Given these conditions, you acknowledge and accept that you are solely responsible for the security, protection, and backup of your User Content. Clippet will not be liable for any unauthorized access, use, corruption, deletion, destruction, or loss of your User Content.

Additionally: (a) Clippet disclaims any responsibility or liability for any unauthorized use of your User Content by third parties who obtain it through unauthorized access; and (b) You agree to notify Clippet immediately if you become aware of any unauthorized use of your User Content.

7.3. Reservation of Rights

Clippet and its licensors retain their respective rights in all logos, company names, marks, trademarks, copyrights, trade secrets, know-how, patents, and patent applications related to the Clippet Properties. Clippet grants no other rights or licenses to you under this UTC.

8. Your Representations and Warranties

You hereby make the following representations and warranties to Clippet, ensuring the protection of Clippet’s interests and the integrity of the Clippet Properties:

8.1 You confirm that you are above 18 years of age. This is to ensure that you have the legal capacity to enter into this Agreement and comply with its terms and conditions.

8.2 You represent and warrant that you own all User Content or have obtained all necessary permissions, releases, rights, or licenses required to engage in your posting and other activities in connection with the Clippet Properties. This includes allowing Clippet to use the User Content as permitted under this Agreement. By doing so, you ensure that:

• You have the full right and authority to grant the licenses and rights you are providing to Clippet.
• There are no restrictions or limitations on Clippet’s use of the User Content as contemplated under this Agreement.

8.3. Compliance with Legal Standards

You warrant that your User Content and activities in connection with the Clippet Properties, as well as Clippet’s exercise of all rights and licenses granted by you, do not and will not:

1. violate applicable law; and/or,
2. violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy, right of publicity, or any other personal or proprietary right; and/or,
3. be harmful to minors or children, including any sexually explicit, abusive content; and/ or,
4. threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation; and/ or,
5. be invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating, or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; and/ or,
6. be deemed as capitalizing on or lacking reasonable sensitivity towards a natural disaster, atrocity, conflict, death, or other tragic event; and/ or,
7. threaten, harass, or bully third parties, including depictions of violence, gratuitous or otherwise, to any person place or property, or inciting violence, including suicide; and/ or,
8. depict content, which is sexually explicit (pornographic or erotic content, including icons, titles, or descriptions), violent in nature, abusive, and grossly harmful;
9. contain any material that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive, religiously offensive, or harassing.

You further agree to:

1. Immediately notify Clippet if you become aware of any potential violations or infringements related to your User Content.

9. Links To Third Party Sites

Clippet may contain links to other websites (including those of the Freelancers) (“Linked Sites”). The Linked Sites are not under the control of Clippet, and Clippet is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Clippet is not responsible for any form of transmission, whatsoever, received by you from any Linked Site. Clippet may provide links of online promotion or advertisements to you only as a convenience and the inclusion of any link does not imply endorsement by or affiliation with Clippet of the Linked Sites nor does it represent the advice, views, opinions or beliefs of Clippet. You are requested to verify the accuracy of all information on their own before undertaking any reliance on such information. In the event that by accessing the Website or following links to third-party websites you are exposed to content that you consider offensive or inappropriate, your only recourse will be to stop using the Website.

10. Release and Indemnity

1. You hereby release, remise and forever discharge Clippet and its affiliates and all their respective directors, officers, employees, agents, services providers, suppliers and all other persons related, associated or connected with Clippet, from any and all rights, claims, complaints, demands, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature and kind whatsoever and howsoever arising, whether known or unknown, which now or hereafter exist, which arise from, relate to, or are connected with your use of the Website/Platform or availing of Freelancer Services as contemplated herein.
2. You agree to indemnify, defend and hold harmless Clippet and its affiliates and all their respective directors, officers, employees, agents, services providers, suppliers and all other persons related to, associated or connected with Clippet (hereinafter collectively, the “Indemnified Parties”), from and against any and all liabilities, losses, damages, costs and expenses, including without limitation reasonable legal fees, incurred by the Indemnified Parties in connection with any claim, demand or other action arising out of, related to, or connected with your Website/Platform or availing of Freelancer Services as contemplated herein or your breach of this UTC including without limitation breach of representations, warranties and obligations as set out hereunder.

11. Termination and Post Termination Obligations

Clippet may suspend or terminate your use of the Website, Platform, or any Service at its sole and absolute discretion. If you or Clippet terminates your use of the Website/Platform, Clippet may delete any content or other materials relating to your use of the Website/Platform and Clippet will have no liability to you or any third party for doing so.

These UTCs apply and remain in effect until you cease using or accessing the Clippet Properties. However, any provisions of a continuing nature, including without limitation, those outlined below, will survive such termination:

1. Confidentiality: Any confidentiality obligations you have agreed to will continue to be binding, ensuring that all Proprietary Information remains protected.
2. Intellectual Property: All rights granted to Clippet regarding User Content will remain in effect, allowing Clippet to continue using, modifying, and distributing the content as previously agreed.
3. Indemnification: Your obligations to indemnify Clippet for any claims, damages, or liabilities arising from your breach of the UTC or your use of the Clippet Properties will persist.
4. Non-Solicitation and Cooling Off Period: Any restrictions on hiring or engaging Freelancers introduced by Clippet will continue to apply during the specified cooling-off period.
5. Payment Obligations: Any outstanding payment obligations will remain in effect until fully settled.

By ensuring these provisions endure beyond the termination of your use or access to the Clippet Properties, Clippet maintains the integrity and security of its operations and relationships.

12. Warranty Disclaimer by Clippet

The Clippet Properties, including the Website, Platform, Clippet Services, Content, Proprietary Information, and all server and network components, are provided on an “as is” and “as available” basis. Clippet expressly disclaims all warranties of any kind, whether express or implied. This includes, but is not limited to:

1. Implied warranties of merchantability.
2. Fitness for a particular purpose.
3. Non-infringement.
4. Any representations or warranties arising from the course of dealing, course of performance, or usage of trade.

You acknowledge that Clippet does not warrant:

1. That your access to or use of the Clippet Properties will be uninterrupted, timely, secure, error-free, or virus-free.
2. That the results obtained from the use of the Clippet Properties will meet your expectations.

No information, advice, or services obtained by you from Clippet or through the Clippet Properties will create any warranty not expressly stated in this UTC.

Clippet further disclaims:

1. Any liability for any damages, losses, or expenses incurred by you or any third party as a result of the use or inability to use the Clippet Properties.
2. Any responsibility for unauthorized access to or alteration of your User Content or data.
3. Any guarantees regarding the accuracy, reliability, or availability of the Clippet Properties.

By using the Clippet Properties, you agree that you do so at your own risk, and Clippet’s total liability for any claims related to your use of the Clippet Properties will not exceed the amount you paid for the services.

13. Limited Liability

13.1. Exclusion of Damages and Limitation of Liability

In recognition of the fact that Clippet does not charge fees for your access to and use of the Clippet Properties (other than Clippet Services) under this UTC, you agree to the following limitation of liability provisions:

Clippet will not be liable for any incidental, consequential, indirect, special, punitive, or exemplary damages arising out of or related to this UTC. This includes, but is not limited to:

1. Loss of business
2. Loss of profits
3. Any other damages or losses

This limitation applies regardless of how the damages are caused and the theory of liability (whether in contract, tort, breach of warranty, or otherwise). Even if Clippet has been advised of the possibility of such damages, Clippet will not be held liable.

Furthermore, Clippet will not be responsible for any damages resulting from your use or inability to use the Website, Platform, Clippet Services, Content, Proprietary Information, or any interruption or disruption of such use.

To ensure clarity, the aggregate liability of Clippet in relation to this UTC will not exceed ₹1000/-.

By agreeing to these terms, you acknowledge and accept these limitations, which are designed to maintain fairness and transparency in the relationship between you and Clippet, while recognizing the nature of the services provided.

14. Governing Law

These terms shall be governed by and constructed in accordance with the laws of India without reference to conflict of laws principles, and disputes arising in relation hereto shall be subject to the exclusive jurisdiction of the courts at Bengaluru, India.

15. Notice

Any notice from Users to Clippet under this Agreement shall be in writing and shall be made via email to support@clippet.ai. Any notice from Clippet to User shall be in writing, and shall be made via email to the email address provided by the Users as part of the creation of the Account.

16. Report Abuse

If you come across any abuse or violation of these UTCs, please report to support@clippet.ai.

17. Force Majeure

Neither party shall be liable to the other for any failure to perform any obligation under any Agreement which is due to an event beyond the control of such party including but not limited to any Act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man-made eventuality outside of our control, which causes the termination of an agreement or contract entered into (including engagement of any Freelancer for Freelancer Services), nor which could have been reasonably foreseen. Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavors to comply with the terms and conditions of any Agreement contained herein.

18. Severability

If any provision hereof shall at any time be held to be void, invalid or unenforceable, such provision shall be construed as severable and shall not in any way affect or render void, invalid or unenforceable any other provision of this UTC, and this UTC shall be carried out as if such void, invalid or unenforceable provision was not part of this UTC.

19. No Waiver

No waiver on the part of Clippet to exercise and no delay in exercising, any right, power or provision hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or provision hereunder preclude the exercise of that or any other right, power or provision.

20. Astrarka Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of any Clippet’s successors-in interest or permitted assigns.

21. Headings

The headings in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement or any provision thereof.