Section 1: Executive Summary and Defining the ReClipp Service

The following report details the strategic legal framework for ReClipp’s Terms of Service (ToS). ReClipp, operating as a service that transforms long-form input into derivative short-form deliverables, functions as a hybrid entity—part Software-as-a-Service (SaaS) provider and part User-Generated Content (UGC) hosting platform.1 This dual nature necessitates a robust ToS that manages software licensing, data usage rights, and, most critically, external liability arising from customer-submitted content.

1.1. Service Overview and Legal Classification

ReClipp’s core offering is the creation and delivery of optimized Service Output based on a customer’s raw Customer Content (Input). The legal foundation of this relationship is defined by a licensing agreement for the underlying software platform and a set of critical contractual conditions governing the submission and use of customer data. Key legal policies, including the scope of services, data handling, intellectual property rights, and limitations on liability, must be explicitly addressed.3

1.2. Strategic Legal Objectives

The ToS is engineered to achieve two primary strategic goals for ReClipp, both critical for business scalability and risk mitigation:

1. Prioritizing Commercial Rights (Requirement 1): The Service must secure a default, perpetual license to leverage Customer Content and resulting Service Output for ReClipp’s internal advertising, marketing, and promotional use. This right is contingent only upon a user’s specific, formal written request to opt out of such use.
2. Risk Mitigation via Content Warranty and Indemnity (Requirement 2): The ToS must legally transfer the liability risk associated with the legality and ownership of the Customer Content directly to the user. This is accomplished by requiring the user to warrant that they possess all necessary rights and to indemnify ReClipp against any resulting third-party infringement claims.5

1.3. Enforceability: Requirement for Clear User Acceptance

The efficacy of any ToS hinges on its enforceability, which requires the documentation to be customized to the business and clearly accepted by users.7 For ReClipp’s complex commercial requirements (including mandatory arbitration and indemnification), merely posting the ToS (browsewrap) is insufficient. The service must ensure acceptance via an affirmative, unambiguous action, such as ticking a box upon registration or payment (clickwrap).8 The act of accessing, using, or registering for the ReClipp Service constitutes immediate and binding agreement to all terms and conditions outlined herein.

Section 2: Foundational Terms and IP Ownership Architecture

Establishing precise definitions for Intellectual Property (IP) and data ownership is paramount to prevent disputes regarding the source materials and the resulting deliverables.4 The IP architecture must delineate the boundaries between ReClipp’s proprietary software and the customer’s media.

2.1. Defining the Scope of Service and Deliverables

The ToS must clearly identify the business, ReClipp, and provide a comprehensive description of the Service it provides: the automated or facilitated repurposing of long-form Customer Content into structured Service Output (clips).9

• Platform IP: This includes all software, code, algorithms, visual design, business methodologies, logos, and trademarks owned by ReClipp.10 The platform, in its entirety, is protected by copyright.1
• Customer Content (Input): This is defined as the original, raw long-form media, including video, audio, text, metadata, and graphics, uploaded by the user to the ReClipp platform for processing.
• Service Output (Deliverable): This refers to the resulting short-form, edited, formatted, and repurposed clips generated by the Service based on the Customer Content (Input).

2.2. Exclusive Ownership of ReClipp Platform IP

ReClipp retains exclusive ownership of all proprietary elements that comprise the Service. This includes its software, its processing logic, and all underlying IP embedded within the platform.11 The Customer is granted a limited, non-exclusive, non-transferable license to use the Service solely for the purpose of submitting content and receiving the Service Output.1 Any unauthorized copying or creation of derivative works based on ReClipp’s platform IP is strictly prohibited.10

2.3. Customer Ownership of Content (Input and Service Output)

The determination of content ownership is divided into two parts: the input material and the resulting deliverable.

2.3.1. Ownership of Customer Content (Input)

The fundamental legal position is that users retain all ownership rights and copyright in their original Customer Content (Input).15 This is a crucial distinction, as it places the burden of initial ownership and legality on the user, while establishing that ReClipp is merely a licensed processor of that content.

2.3.2. Ownership of Service Output (Deliverables)

The Service Output—the resulting short clips—are derivative works based on the Customer Content (Input). In a traditional creative services contract, IP rights determine who can use, modify, or profit from the work after delivery.13 To align with client expectations in a commissioned service environment, ReClipp must assign ownership of the Service Output to the Customer.

This arrangement mirrors a “work-for-hire” structure, even within a SaaS context. Generally, a work made for hire assigns copyright ownership to the hiring party (the Customer) upon completion and payment, rather than the creator (ReClipp).17 The ToS must explicitly state that the Customer receives exclusive ownership of the Service Output upon full and timely payment of all associated fees.19

However, this ownership transfer must be immediately qualified: the transfer of IP ownership in the Service Output to the Customer must not inhibit ReClipp’s ability to operate or exercise its granted promotional rights. Therefore, the transfer is conditioned upon ReClipp retaining the specific operational and promotional licenses granted in Section 3.

Section 3: The License Grant: Operational and Commercial Rights

To function, ReClipp requires comprehensive permission to handle, process, and ultimately utilize the content submitted by users. This section addresses the two distinct licenses required: the non-negotiable Operational License and the commercially strategic Promotional License (Requirement 1).

3.1. The Necessary Operational License

To execute the service—which involves accessing, editing, reformatting, and distributing the Service Output—the Customer must grant ReClipp a broad, functional license over both the Input and the Output.21

This Operational License must be worldwide, non-exclusive, royalty-free, sublicensable, and transferable.21 The ability to sublicense is essential, as ReClipp likely relies on third-party vendors for cloud hosting, storage, and possibly processing partners.22 Critically, the licensed rights must explicitly include the ability to reproduce, distribute, modify, translate, reformat, and prepare derivative works.21 Without the specific right to modify and prepare derivative works, ReClipp’s core function of content repurposing is legally untenable. This license is necessary for the normal operation of the Service, such as allowing the software to open and edit files.23

3.2. Requirement 1 Detailed: The Promotional License Grant (Default Consent)

The ToS must mandate that by submitting content, the Customer automatically grants ReClipp a separate, non-revocable (except as specified in Section 3.3) license to use the Customer Content and Service Output for advertising purposes.24

3.2.1. Scope of the Promotional License

The Customer grants ReClipp a perpetual, irrevocable, royalty-free, worldwide license to use the Content (including associated names, logos, and trademarks) for ReClipp’s marketing, advertising, case studies, press releases, internal research, and promotional activities.4 This broad grant allows ReClipp to demonstrate its capabilities, showcase results, and use client materials to attract new customers. Services commonly use such clauses to reproduce, modify, and publicly display user content for promotional and operational purposes.24

Best practice suggests that ReClipp should commit to crediting the original creator when sharing User-Generated Content (UGC) for promotional purposes. This builds user engagement and clearly distinguishes the content as UGC, which can be beneficial for transparency and brand interaction.24

3.3. Implementation of the Opt-Out Mechanism

As mandated by Requirement 1, the Promotional License is granted by default (an opt-out model), but the user must be given a clear, formal path to revoke this specific commercial right.26

3.3.1. Procedure for Written Opt-Out

The ToS must specify that the user may request that their content be excluded from future promotional use. This requires the user to submit a formal, written notice.27

The procedure must detail:

1. Method of Notice: The user must send a written communication (physical letter or email from the registered account) to a specific, designated contact point (e.g., a specific email address like legal@reclipp.com or a valid physical postal address).
2. Required Content: The request must explicitly identify the user account and the specific Service Output (e.g., by ID or URL) that the user wishes to exclude from future promotion.
3. Effectiveness and Timeline: ReClipp will cease initiating new promotional uses of the identified content within a commercially reasonable period (e.g., 30 to 60 days) following confirmation of receipt of the valid written request.27

3.3.2. Limitations of Opt-Out

It is essential that the ToS clearly limits the scope of this opt-out provision to prevent liability for content already disseminated. The license for operational use remains perpetual and irrevocable. Furthermore, the opt-out only applies to future promotional activities initiated by ReClipp post-notice.

ReClipp shall not be obligated to recall, remove, or delete content that has already been published, distributed, or archived by ReClipp or shared with third parties (such as social media platforms or press partners) prior to receiving the valid written opt-out request.27 The perpetual nature of the license for content that has already entered the public sphere via the initial grant must be protected. This delineation prevents ReClipp from incurring potentially prohibitive costs and legal complexities associated with attempting to erase legacy data from third-party sites.

Section 4: The Core Liability Shield: Content Warranties and Indemnification

This section fulfills Requirement 2 by establishing the legal mechanisms that protect ReClipp from third-party lawsuits, especially those related to copyright infringement arising from the Customer Content. This framework of warranties, indemnification, and limitations of liability is the single most critical defense strategy for a UGC platform.28

4.1. Prohibited Content and Account Termination Triggers

Users must agree to an Acceptable Use Policy that prohibits the submission of certain types of content. ReClipp must reserve the right to suspend or terminate accounts for breaches of this policy.30 Prohibited content specifically includes any material that is unlawful, offensive, harassing, violent, or that infringes upon the intellectual property rights of any third party.31 This contractual provision grants ReClipp the contractual right to delete infringing content, supplementing the statutory protection afforded by the DMCA (discussed in Section 5).

4.2. Requirement 2 Detailed: User Representations and Warranties

This clause creates a legal guarantee from the Customer regarding the origin and ownership of the content. The Customer must explicitly represent and warrant that:

1. They are the sole owner, author, or creator of all Customer Content (Input) and all elements contained therein.
2. They possess all necessary rights, licenses, consents, and permissions to submit the Content to ReClipp and to grant ReClipp the operational and promotional licenses specified in Section 3.29
3. The Customer Content and its use by ReClipp as described in the ToS do not and will not infringe upon the copyrights, patents, trademarks, trade secrets, privacy, publicity, or any other intellectual property or proprietary rights of any third party.

By requiring this explicit warranty, ReClipp establishes a direct contractual pathway to sue the user for breach of contract if a third party later claims infringement. If an infringement claim arises, the first line of defense is asserting that the user violated their contractual promise, transferring the dispute away from a direct IP liability for ReClipp.

4.3. The Indemnification Clause: Transferring Financial Responsibility to the User

Following the warranty, the Indemnification Clause serves as the financial shield. It is a mandatory component for Requirement 2, as it transfers the monetary risk of litigation.6

The Customer must agree to indemnify, defend, and hold harmless ReClipp, its affiliates, officers, directors, and employees from and against any and all claims, demands, losses, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to:

1. Any third-party claim that the Customer Content infringes or violates any intellectual property right, proprietary right, or privacy right of any third party.6
2. The Customer’s breach of the Representations and Warranties detailed in Section 4.2.
3. The Customer’s use of the Service or the Service Output.

The function of demanding that the Customer “defend” ReClipp means that the infringing user is contractually obligated to pay for ReClipp’s legal defense costs, even if the third-party claim is ultimately unsuccessful.5 This structure ensures that ReClipp is not financially burdened by the legal misconduct of its users, thereby mitigating systemic financial risk exposure related to content infringement.

4.4. Disclaimer of Warranties (“As Is” Provision)

To further minimize liability, ReClipp must clearly disclaim all statutory or implied warranties. The Service is provided on an “as is” and “as available” basis.28

ReClipp specifically disclaims all warranties, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.28 By setting clear boundaries and expectations, this disclaimer reduces the likelihood of legal consequences and establishes that ReClipp is not accountable for specific actions, damages, or unforeseen circumstances related to the use of the Service or the Service Output.35 ReClipp does not warrant that the Service will operate without interruption or error.28

4.5. Limitation of Liability: Capping ReClipp’s Financial Exposure to the User

The Limitation of Liability clause places a financial cap on the damages ReClipp might owe to its own users (internal claims) in the event of service malfunction, data loss, or contractual breach.5

This clause typically restricts liability to the amount paid by the Customer to ReClipp during a specified period immediately preceding the event giving rise to the claim (e.g., the 6 or 12 months prior). In no event should ReClipp be liable for indirect, incidental, punitive, or consequential damages (such as lost profits or lost data), regardless of whether ReClipp was advised of the possibility of such damages. This cap is a vital protection against catastrophic financial loss stemming from a single large client claiming massive damages due to service errors.36

Section 5: DMCA Safe Harbor and Regulatory Compliance

Because ReClipp handles UGC, compliance with the Digital Millennium Copyright Act (DMCA) is not merely advisable; it is a critical prerequisite for legal operation in the U.S. By adhering to the DMCA Safe Harbor provisions, ReClipp shields itself from direct liability for copyright infringement caused by users.2

5.1. The Necessity of DMCA Protection for UGC Platforms

The DMCA Safe Harbor provisions protect online service providers from direct liability for hosting allegedly infringing user content, provided they follow specific notice-and-takedown rules and maintain mandatory policies.38 This mechanism transforms the legal burden from requiring ReClipp to proactively monitor every piece of content (an impossible task) to a reactive requirement: removing content expeditiously upon receiving a valid notification.2

5.2. Detailed DMCA Notice and Takedown Procedure

The ToS must include a clear, compliant DMCA Takedown Policy, outlining the steps for content owners to report infringement and for users to contest removal. The procedure must follow statutory guidelines:

1. Notice of Infringement: Rights holders submit a formal notice (DMCA Takedown Request) to ReClipp’s designated DMCA Agent.37
2. Expeditious Removal: ReClipp must promptly remove or disable access to the allegedly infringing content.37
3. Notification to User: ReClipp must notify the content uploader that the material has been removed due to a copyright complaint.39
4. Counter-Notice Process: The user may submit a Counter-Notice if they believe the removal resulted from mistake or misidentification.38
5. Restoration of Content: If the rights holder does not inform ReClipp that they have filed a court action seeking a court order within 10 to 14 business days after ReClipp receives a valid Counter-Notice, ReClipp must restore the access to the content.38

5.3. Operational Requirements: Registration of a DMCA Agent and Enforcement of a Repeat Infringer Policy

Two operational requirements are non-negotiable for maintaining Safe Harbor status 37:

• Designation and Registration of a DMCA Agent: ReClipp must formally designate and register a specific DMCA agent with the U.S. Copyright Office. This designated contact point is how rights holders submit complaints, and verification of this registration is often the first step third parties take before filing lawsuits.37
• Repeat Infringer Policy: ReClipp must adopt and enforce a policy stipulating that accounts belonging to users who are found to repeatedly infringe the copyrights of others will be terminated.37

5.4. Overview of Privacy Policy Requirements

The ToS must prominently refer to and incorporate ReClipp’s separate Privacy Policy.30 The Privacy Policy addresses how personal data is collected, used, and protected, particularly concerning the Customer Content. Although the promotional use of content is defined in the ToS, the data privacy implications—which may require distinct opt-in or opt-out procedures depending on jurisdiction—must be managed via the Privacy Policy and comply with relevant regulations like GDPR and CCPA regarding the handling of personal information.8

Section 6: Commercial Terms and Dispute Resolution Framework

Standardizing commercial interaction and securing a predictable method for dispute resolution are essential contractual hygiene elements.3

6.1. Subscription Fees, Payment Terms, and Renewal

The ToS must detail all financial obligations, including pricing, billing frequency, and payment methods.3 Given the SaaS model, an Automatic Renewal Clause must be explicitly included, defining the terms under which subscriptions renew unless the Customer provides timely written notice of cancellation.3 The notice period for cancellation must also be clearly stipulated.4

6.2. Termination Rights for Cause and Convenience

ReClipp must reserve the unilateral right to suspend or terminate a user’s account immediately, without prior notice, if the user breaches the ToS, particularly concerning content infringement, fraudulent activity, or failure to pay outstanding fees.30 The termination clause should also address the consequences of termination, including data retention periods, the transition of the Service Output, and the responsibilities of each party post-termination.4

6.3. Governing Law and Exclusive Jurisdiction

To ensure legal certainty and predictability, the ToS must specify the Governing Law that will be used to interpret the contract and the Jurisdiction (forum choice) where any legal disputes will be resolved.40

The selection of a governing law (e.g., the laws of a specific U.S. state, such as Delaware, without regard to its conflict of laws principles) and an exclusive jurisdiction (e.g., the state or federal courts located in that state) enhances the enforceability of the agreement and manages litigation expenses.41 It is important to ensure the choice of jurisdiction aligns with the business location and strategy, providing a neutral and convenient forum for ReClipp.42

6.4. Mandatory Binding Arbitration and Class Action Waiver

Incorporating mandatory, binding arbitration is a crucial strategic step to manage litigation risk, especially the threat of costly, high-volume class action lawsuits.43

6.4.1. The Arbitration Requirement

The clause must state that the Customer and ReClipp agree to resolve virtually all claims or disputes arising out of the ToS or the Service exclusively through final and binding arbitration, conducted privately before a neutral arbitrator.43 This process is typically faster and less expensive than traditional courtroom litigation.41

6.4.2. Class Action Waiver

In conjunction with mandatory arbitration, the ToS must include a Class Action Waiver. This provision explicitly prohibits the Customer from seeking to resolve disputes as a class representative or participating as a class member in any consolidated arbitration or lawsuit against ReClipp.43 This waiver is essential for shielding the company from systemic financial threat posed by aggregated claims.

6.4.3. Arbitration Opt-Out Provision

While arbitration is mandatory, to bolster the enforceability of the clause, the ToS should include a narrow, time-bound mechanism for the user to opt out of the arbitration agreement itself. Typically, this requires the user to send a written notice to ReClipp within 30 days of first accepting the ToS.43 If the user opts out, they may still pursue litigation in court, but they remain subject to the Limitation of Liability and other protective clauses of the ToS.

Section 7: Draft Terms of Service for ReClipp (Ready-to-Implement Text)

This section provides the essential legal text, integrating all required commercial and liability protections.

RECLIPP TERMS OF SERVICE AND CONDITIONS

Effective Date:

IMPORTANT NOTICE: THESE TERMS CONTAIN A MANDATORY ARBITRATION CLAUSE AND A WAIVER OF CLASS ACTION RIGHTS. BY ACCESSING OR USING THE RECLIPP SERVICE, YOU AGREE TO BE BOUND BY ALL TERMS DESCRIBED HEREIN.

1. Acceptance of Terms

1.1. Agreement: These Terms of Service and Conditions (“Terms”) constitute a legally binding agreement between ReClipp (“ReClipp,” “we,” “us,” or “our”) and the user (“Customer” or “You”) concerning your use of the ReClipp content repurposing software and service (the “Service” or “Platform”).

1.2. Acceptance: By registering for an account, clicking any acceptance mechanism (e.g., “I Agree”), submitting Customer Content, or otherwise accessing or using the Service, You acknowledge that You have read, understood, and agree to be bound by these Terms. If You do not agree to these Terms, You may not use the Service.

1.3. Incorporated Policies: These Terms incorporate by reference the ReClipp Privacy Policy and the DMCA Takedown Policy.

2. Intellectual Property and Content Ownership

2.1. ReClipp Platform IP: ReClipp retains exclusive ownership of all proprietary software, algorithms, trademarks, logos, designs, and other intellectual property rights comprising the Platform IP.10 You are granted only a limited, non-exclusive, non-transferable license to access and use the Service for its intended purpose.1

2.2. Customer Content Ownership: As between ReClipp and the Customer, the Customer retains all ownership rights, including all copyrights and intellectual property rights, in the raw, long-form media uploaded by the Customer (“Customer Content” or “Input”).15

2.3. Service Output Ownership (Deliverables): Upon Customer’s full and final payment of all applicable fees, ReClipp hereby assigns and transfers to the Customer all ownership rights in the resulting short-form clips and derivative content created by the Service based on the Customer Content (“Service Output” or “Deliverable”). This transfer is subject to ReClipp’s continued retention of the licenses granted in Sections 3.1 and 3.2.

3. License Grants to ReClipp

3.1. Operational License (Required for Service): You grant ReClipp a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works based upon, display, modify, and reformat the Customer Content (Input) and the Service Output (Deliverable) in connection with operating, marketing, and improving the Service.21 This license is non-revocable.

3.2. Promotional License (Advertising Rights – Requirement 1): By using the Service, You automatically grant ReClipp a perpetual, irrevocable, royalty-free, worldwide license to use and display the Customer Content and the Service Output, along with Your company name, logo, and associated trademarks, for ReClipp’s advertising, marketing, case studies, website demonstrations, and internal research and development purposes.24

3.3. Opt-Out of Promotional Use: You may revoke the Promotional License granted in Section 3.2 only by providing a formal written request to ReClipp at. This request must clearly identify Your account and the specific Service Output You wish to exclude from promotion.27 ReClipp will cease initiating new promotional uses of the specified content within sixty (60) days of confirmation of receipt of a valid written request. However, this opt-out does not require ReClipp to recall or delete any materials previously published, distributed, or archived prior to the expiration of the sixty-day period.

4. Content Warranties and Assumption of Liability (Requirement 2)

4.1. Prohibited Content: You agree not to upload, post, or transmit any Customer Content that is illegal, harassing, threatening, defamatory, obscene, pornographic, or that infringes upon the intellectual property or proprietary rights of any third party.31

4.2. Customer Representations and Warranties: You expressly represent and warrant that: (a) You are the sole owner, creator, or authorized licensee of the Customer Content, possessing all necessary rights to submit the Content and to grant ReClipp the licenses specified herein 29; (b) The Customer Content and ReClipp’s subsequent use thereof will not violate any law or infringe upon the intellectual property, privacy, or publicity rights of any third party.

4.3. Indemnification (Liability Transfer): You agree to indemnify, defend, and hold harmless ReClipp, its affiliates, directors, officers, and agents, from and against any and all claims, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or related to: (a) Your Content, including any claim that the Customer Content infringes the copyright, trademark, or any other proprietary right of a third party; or (b) Your breach of the warranties and representations set forth in Section 4.2.5

5. Disclaimer of Warranties and Limitation of Liability

5.1. Disclaimer of Warranties: THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RECLIPP EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ERROR-FREE OPERATION.28 ReClipp does not warrant that the Service or Service Output will meet Your requirements or that the operation of the Service will be uninterrupted or secure.

5.2. Limitation of Liability: TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, RECLIPP SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, DATA, OR GOODWILL).36 IN NO EVENT SHALL RECLIPP’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE AMOUNT YOU PAID TO RECLIPP FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6. DMCA Copyright Policy

6.1. DMCA Compliance and Safe Harbor: ReClipp respects the intellectual property rights of others and is committed to operating in compliance with the Digital Millennium Copyright Act (DMCA). ReClipp maintains the DMCA safe harbor protections by implementing and enforcing a notice-and-takedown system and a Repeat Infringer Policy.2

6.2. DMCA Agent: Our Designated DMCA Agent for notice of claimed infringement is: [Agent Name], [Agent Contact Information (physical address and email)].

6.3. Takedown and Counter-Notice: Upon receiving a valid DMCA notice, ReClipp will promptly remove or disable access to the infringing material and notify the Customer (uploader).39 Customers may submit a counter-notice if they believe the content was removed due to mistake or misidentification. If a valid counter-notice is received, ReClipp may restore the content unless the copyright owner informs ReClipp that they have filed a court action within 10-14 business days.38

6.4. Repeat Infringer Policy: ReClipp reserves the right to terminate the accounts of users who are determined to be repeat copyright infringers.37

7. Termination, Governing Law, and Dispute Resolution

7.1. Termination: ReClipp reserves the right to suspend or terminate Your access to the Service immediately, without notice, for any violation of these Terms, including, but not limited to, failure to pay or infringement of third-party IP rights.30

7.2. Governing Law and Jurisdiction: These Terms shall be governed by and construed in accordance with the laws of the State of, without regard to conflict of laws principles.40 The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in for any action or proceeding arising out of or relating to these Terms, subject to the Mandatory Arbitration provision below.

7.3. Mandatory Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms or the Service (excluding those claims expressly excluded under 7.5) will be resolved by final and binding arbitration administered by, in accordance with its rules then in effect.43

7.4. Class Action Waiver: You and ReClipp agree that any arbitration or court action relating to these Terms will be conducted solely on an individual basis and not as a class action, consolidated action, or representative proceeding.43

7.5. Arbitration Opt-Out: You may opt out of this Mandatory Binding Arbitration provision by sending a written notification to ReClipp at within thirty (30) days of first accepting these Terms.