User Agreement

Effective date: November 4, 2026

Last updated: November 4, 2026

This User Agreement (the “Agreement”) sets the rules for using the ClipMemoir mobile application, https://clipmemoir.com, and the features, content, tools, and support channels that refer to this Agreement (together, the “Services”). The Services are provided by ClipMemoir, which may be referred to in this Agreement as “ClipMemoir,” “we,” “us,” or “our.” The person using the Services is referred to as “you” or “your.”

Please read this Agreement carefully. Creating an account, installing the application, or otherwise accessing or using the Services is your confirmation that you accept this Agreement as a legally binding contract. Do not use the Services if you do not accept it. Our Privacy Policy and any Community Guidelines or other rules displayed through the Services form part of this Agreement by reference.

1. Who May Use ClipMemoir

You may use the Services only if all of the following are true:

• You are 13 years of age or older. If you are in the European Economic Area, you must be at least 16, unless a parent or guardian may lawfully authorize your use at a lower age.
• If you have not reached the age of majority where you live, a parent or legal guardian has read and accepted this Agreement for you and accepts responsibility for your use of the Services.
• You have the legal capacity and authority to enter into this Agreement, and no applicable law or order prevents you from using the Services.

If you use ClipMemoir for an organization, you represent that you are authorized to bind that organization, and “you” includes that organization.

2. Registration and Account Security

Some functions require an account. You agree to submit information that is truthful, complete, and current, and to update it when it changes. You may not maintain more than one ClipMemoir account unless we expressly permit it.

Keep your password, sign-in link, and other credentials confidential. Activity performed through your account is your responsibility, including activity by someone to whom you gave access. Notify us promptly at [email protected] if you suspect an unauthorized login, compromised credential, or other account misuse. We may suspend or close an account that contains false information, is used by another person, or creates a security, fraud, or compliance risk.

3. Permission to Use the Services

As long as you comply with this Agreement, ClipMemoir gives you a personal, limited, revocable, non-exclusive, non-transferable license, without the right to sublicense, to access and use the Services for your own non-commercial entertainment and lawful purposes. This permission does not transfer ownership of any ClipMemoir software, design, text, audiovisual material, trademark, or other service component to you.

We may patch, update, replace, suspend, or discontinue any part of the Services, including content and features, at any time. We may do so without advance notice when needed for security, legal, operational, or technical reasons. The Services may be unavailable from time to time, and we do not promise uninterrupted, timely, or error-free operation.

You must not, and must not help another person to:

• copy, sell, lease, distribute, broadcast, publicly display, or commercially exploit the Services or any part of them except with our written permission;
• reverse engineer, decompile, disassemble, decode, or try to obtain source code or non-public interfaces;
• access the Services through bots, crawlers, scrapers, scripts, or other automated methods, or harvest data from them;
• bypass access controls, rate limits, security features, or geographic restrictions;
• interfere with the Services, their networks, or another user's access, including by introducing malware or excessive traffic; or
• use the Services in violation of law, this Agreement, or a third-party platform's rules.

4. Fees and Purchases

The Services are currently provided free of charge, and no purchase is required to use their features. If we introduce an optional subscription or other paid feature, the applicable price and billing terms will be shown before you confirm. On Apple devices, payment for any such feature is collected by Apple through your Apple Account under Apple's payment terms, and ClipMemoir does not receive or store your full card credentials. A subscription, if offered, renews for the displayed period unless you turn off renewal in your Apple Account or App Store settings at least 24 hours before the current period ends; deleting the app does not cancel a subscription. Except where consumer law provides a right of cancellation or refund, fees and completed purchases are final.

5. Content You Provide

You keep the ownership rights you already have in videos, images, audio, comments, messages, usernames, and other material you upload, create, or submit through the Services (“User Content”). You are responsible for User Content and for making sure that it is lawful and suitable for the feature in which you place it.

5.1 License to ClipMemoir

When you submit User Content, you grant ClipMemoir a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, transferable and sublicensable license to host, store, reproduce, encode, adapt, edit, translate, create derivative works from, publish, distribute, perform, display, and otherwise use that User Content in any media or technology now known or later developed. We may use the license to operate, improve, promote, and monetize the Services and to make the content available to users in accordance with the feature and your settings.

To the extent allowed by law, you waive and agree not to assert moral rights or similar rights that would prevent the licensed uses. This license does not remove your ownership of User Content. You can stop future public display by removing content where the Services provide that control, but copies, derivative materials, backups, or uses made before removal may remain as allowed by this Agreement or law.

5.2 Your promises about User Content

You represent and warrant that you own User Content or have obtained every permission needed for the license above, including permissions from identifiable people and rights holders. User Content must not infringe copyright, trademark, publicity, privacy, confidentiality, or other rights; violate law or a contract; contain malicious code; or breach our Community Guidelines.

If you send us an idea, suggestion, bug report, or other feedback, you grant ClipMemoir all rights needed to use, modify, publish, and commercialize that feedback without restriction, payment, or attribution.

6. Safety, Moderation, and Reporting

Do not use ClipMemoir to conduct illegal, deceptive, abusive, hateful, harassing, threatening, exploitative, sexually explicit, or excessively violent activity; target or endanger minors; impersonate a person or organization; manipulate rankings, recommendations, or advertising systems; distribute spam or malware; or violate another person's rights. Additional examples and process requirements may appear in the Community Guidelines.

We may, but are not required to, review, rank, restrict, label, remove, or disable access to User Content, accounts, or features. We may take action with or without notice when we believe it is necessary to enforce this Agreement or our guidelines, comply with law, respond to reports, protect users, or prevent fraud and security harm. We do not guarantee that all problematic material will be detected or removed.

Report suspected violations through the in-app reporting function or by writing to [email protected] with enough information for us to investigate.

7. Third-Party Products and Links

The Services may rely on or link to app stores, advertising networks, analytics providers, social-login services, websites, or other third-party products. Those products are controlled by their respective providers, not ClipMemoir. Their terms, fees, availability, security, and privacy practices apply to your interactions with them. We are not responsible for third-party content or conduct, and a link or integration is not an endorsement.

8. Copyright Complaints

ClipMemoir respects intellectual-property rights and expects users to do the same. We operate a notice-and-takedown process and, for material reached from the United States, respond to properly submitted notices under the Digital Millennium Copyright Act (“DMCA”). Our designated agent for copyright notices can be reached at [email protected].

If you believe material available through the Services infringes your copyright, send a sufficiently detailed notice to that address. Include your contact details, identification of the copyrighted work and the allegedly infringing material, the location of that material, a good-faith statement that the use is unauthorized, a statement that the notice is accurate and that you are authorized to act for the rights holder, and your physical or electronic signature. We may remove or restrict material, notify the affected user, and terminate accounts of repeat infringers as permitted by law. If your material was removed and you believe the removal was mistaken, you may send a counter-notice to the same address.

9. Suspension and Account Closure

You may stop using the Services and request account closure through available settings or by contacting [email protected].

We may limit, suspend, or terminate your access, remove User Content, or delete an account at any time if we reasonably believe you breached this Agreement, created risk, engaged in fraud or abuse, remained inactive for an extended period, or if continued access is not commercially or legally practicable. We may take action immediately and may not be able to provide advance notice where doing so would undermine an investigation or create harm.

When access ends, your license to use the Services ends immediately. Unless a different legal rule applies, amounts already paid for the Services are not refundable. Sections concerning User Content licenses, prohibited conduct, disclaimers, liability, indemnity, dispute resolution, and general terms continue after termination to the extent necessary to give them effect.

10. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CLIPMEMOIR DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE AT A PARTICULAR TIME, SECURE, UNINTERRUPTED, OR FREE OF DEFECTS, THAT CONTENT WILL BE PRESERVED, OR THAT THE SERVICES WILL PRODUCE A PARTICULAR RESULT. Nothing in this Agreement excludes a warranty or right that applicable law does not allow us to exclude.

11. Liability Limits

TO THE FULLEST EXTENT PERMITTED BY LAW, CLIPMEMOIR AND ITS AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, AND PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSS, ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT.

OUR AGGREGATE LIABILITY FOR ALL CLAIMS CONNECTED WITH THE SERVICES OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF US$50 OR THE AMOUNT YOU PAID TO CLIPMEMOIR FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE EVENT THAT FIRST GAVE RISE TO THE CLAIM. This limit applies under any theory of liability, even if we were told that the loss was possible. Some jurisdictions do not permit certain exclusions or limits; in those jurisdictions, the affected limits apply only to the extent permitted.

12. Your Indemnity

You agree to defend, indemnify, and hold harmless ClipMemoir and its affiliates, directors, officers, employees, agents, contractors, and service providers from claims, proceedings, liabilities, losses, damages, costs, and reasonable legal fees arising out of or related to your use of the Services, User Content, breach of this Agreement or applicable law, or infringement of another person's rights. We may take exclusive control of the defense of a matter covered by this section, and you will reasonably cooperate. You may not settle a claim in a way that admits fault by or imposes an obligation on us without our written consent.

13. Law and Dispute Process

13.1 Applicable law

This Agreement and any non-contractual dispute connected with it are governed by the laws of the Hong Kong Special Administrative Region, without giving effect to conflict-of-law rules that would select another law.

13.2 Contact us first

Before starting arbitration or court proceedings, send the dispute to [email protected] and describe the facts and relief requested. You and ClipMemoir will make a good-faith effort to resolve it informally. If no resolution is reached within 30 days after the notice is received, either party may use the process below.

13.3 Individual arbitration

Except for the court remedies in Section 13.5, any dispute, controversy, or claim arising out of or relating to this Agreement or the Services, including questions about its formation, validity, or termination, will be finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the arbitration is commenced. The seat is Hong Kong, the proceedings will be conducted in English, and the award is final and binding.

13.4 No class or representative proceedings

YOU AND CLIPMEMOIR AGREE THAT A CLAIM MAY BE BROUGHT ONLY BY THE INDIVIDUAL PARTY ASSERTING IT. NEITHER PARTY MAY PARTICIPATE AS A CLASS MEMBER, CLASS REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST THE OTHER, TO THE EXTENT THE WAIVER IS ENFORCEABLE.

13.5 Limited court remedies

Either party may ask a court with appropriate jurisdiction for temporary, preliminary, or permanent injunctive or equitable relief needed to protect intellectual-property, confidential, or security interests. A qualifying individual small-claims action may also be brought in the appropriate small-claims court.

13.6 Time to bring a claim

Unless applicable law prohibits this limitation, any claim arising from or related to the Services or this Agreement must be filed within one year after the facts giving rise to it occurred. A claim filed later is permanently barred.

14. Standard Contract Terms

• Complete agreement. This Agreement, the Privacy Policy, Community Guidelines, and any feature-specific terms displayed to you are the entire agreement about the Services and replace prior discussions on that subject.
• Changes. We may revise this Agreement by posting an updated version and changing the date above. If a change materially affects your rights, we will provide additional notice where required. Continuing to use the Services after the effective date means you accept the revised Agreement.
• No waiver; severability. A delay or failure to enforce a provision is not a waiver. If a provision is held invalid or unenforceable, it will be narrowed to the minimum extent necessary and the remaining provisions will continue.
• Assignment. You may not transfer this Agreement or your account without our written consent. We may transfer this Agreement to an affiliate or in connection with a reorganization, financing, merger, acquisition, or sale of assets.
• Notices. We may notify you in the Services, at the email linked to your account, or by another reasonable electronic method. Notices to ClipMemoir must be sent to [email protected].
• International access. ClipMemoir operates from Hong Kong. We do not represent that the Services or their content are lawful or suitable everywhere. If you use them from another jurisdiction, you do so voluntarily and are responsible for local compliance.
• Electronic contracting. You agree that electronic acceptance, records, and notices satisfy any legal requirement for writing or signature.
• No third-party beneficiaries. Except for entities protected by the indemnity and liability provisions, this Agreement does not give enforcement rights to anyone who is not a party.

15. Contact

Questions, account requests, complaints, copyright notices, and reports about the Services can be sent to:

ClipMemoir Support

Website: https://clipmemoir.com

Email: [email protected]