Clipboard Health Terms of Service Agreement 

Last updated August 16, 2022 

This Terms of Service Agreement (“Terms of Service”) governs your access to and use of the Clipboard Health websites (including ClipboardHealth.com, Clipboard.Health, and Hcp.Clipboard.Health), the Clipboard Health mobile applications, the Clipboard Health Help Center (collectively, the “Site”) and any services (the “Services”) offered on the Site. This is a legally binding agreement between you and Twomagnets Inc. dba Clipboard Health and our affiliate Clipboard Health LLC (“we”, “us” or “Clipboard”). 

The terms “User” and “Users” refer to all individuals and other persons who access or use the  Services, including, without limitation, any organizations that register accounts or otherwise access  or use the Services through their respective representatives.  

Clipboard is an online marketplace that connects healthcare facilities (“HCFs”) and independent healthcare professionals (“HCPs”), allowing HCPs to book on-demand shifts and HCFs to access on demand talent. Our easy-to-use mobile app allows participating HCFs to post available shifts, and HCPs to find and sign up for open shifts at HCFs near them. Clipboard’s software permits Users to  access and use Clipboard’s marketplace, the Site and the Services as described herein (the  “Software”). 

By signing up for a Clipboard account or by otherwise using the Site or the Services (regardless of  whether you register as a User of the Services), you are agreeing that you have read, understand, and  agree to be bound by these Terms of Service. 

If you agree to the Terms of Service on behalf of an entity or facility, or in connection with providing or receiving services on behalf of an entity or facility, you represent and warrant that you have the authority to bind that entity or facility to the Terms of Service and agree that you are binding both you and that entity or facility to the Terms of Service. In that event, “you” and “your” will refer and apply to both you and that entity or facility. By using the Services, you also acknowledge and agree  to the collection, use, and disclosure of your personal information in accordance with Clipboard’s Privacy Policy, which is incorporated into these Terms of Service by reference. You also agree to  abide by any additional Marketplace Rules or other requirements for Users that are published on the  Site. Certain features of our Services may be subject to additional terms and conditions, which are  incorporated herein by reference. 

If you do not agree or are unable to agree to be bound by these Terms of Service, do not use the  Site or the Services. 

We may amend these Terms of Service at any time by posting the amended Terms of Service on the Site. When changes are made, we will make the revised version available on this webpage, and will  indicate at the top of this page the date that revisions were last made. If we make a material change to  the Terms of Service, we will notify you by sending a notice to the email address registered to your  account and/or by posting a prominent notice on our Site. Your use of the Site or the Services after  the effective date of any changes to these Terms of Service (“Effective Date”) will constitute  acceptance by you of such changes.

  1. CLIPBOARD ACCOUNTS

1.1 REGISTRATION AND ACCEPTANCE 

By registering for an account to use the Services and Site (an “Account”), by using the Site or Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by these Terms of Service. 

To access and use certain portions of the Site and the Services, you must register for an Account. Subject to the Site and Services Terms of Use, certain portions of the Site are available to you as a visitor to the Site (“Site Visitor”), including before your Account registration has been accepted. We reserve the right to decline a registration for a Clipboard Account for any lawful reason, including supply and demand, cost to maintain data, or other business considerations. 

If you create an Account on behalf of an entity as that entity’s employee or agent, you represent and warrant that you are authorized to enter into binding agreements, including these Terms of Service, on behalf of yourself and the entity. 

1.2 ACCOUNT ELIGIBILITY 

Clipboard offers the Site and Services for your business purposes only and not for personal, household, or consumer use. To register for an Account to use the Site and Services, you hereby represent that you: (a) will use the Site and Services for business purposes only; and (b) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) in each case who can enter into legally binding agreements. 

1.3 ACCOUNT PROFILE 

To register for an Account, or add an Account type, to use the Site and Services, you must complete a User profile (“Profile”), which you consent to be shown to other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, or the services your business provides and to correct any such information that is or becomes false or misleading. 

You can register for an Account or add an Account type to use the Site and Services as an HCF (“HCF Account”). Each User under an HCF Account can be given different permissions to act on behalf of the HCF Account. 

1.4 IDENTITY AND LOCATION VERIFICATION 

When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, your business, and your ability to act on behalf of your business on Clipboard’s marketplace. You authorize Clipboard, directly or through third parties, to make any inquiries Clipboard deems necessary to validate your identity, your location, and confirm your ownership of your email address

or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. During verification some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored. 

1.5 USERNAMES AND PASSWORDS 

When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password. You agree not to share your username or password with any person, and, if you are a legal entity who is not a natural person, to only share your username and password with a person who is authorized to use your Account. You authorize Clipboard to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use both or (b) the use would violate the Terms of Service. 

  1. RELATIONSHIP BETWEEN CLIPBOARD AND USERS

2.1 CLIPBOARD’S ROLE AS A MARKETPLACE 

Clipboard merely makes the Site and Services available to enable HCPs and HCFs to find and transact directly with each other. Clipboard does not introduce HCPs to HCFs or vice versa; select shifts or HCFs for HCPs; or select HCPs for HCFs. Through the Site and Services, HCPs have access to HCFs that may be seeking the services they offer, and HCFs have access to HCPs who may offer the services they seek. Users alone decide which shift, if any, to post or book on Clipboard’s marketplace. In addition, Users alone are responsible for evaluating and determining the suitability of any shift, HCF or HCP. 

2.2 USERS ARE INDEPENDENT FROM CLIPBOARD 

All HCPs shall be independent contractors of Clipboard. No HCP will be an employee of Clipboard. 

HCF is solely responsible for and has complete discretion with regard to selection of any HCP for any shift. HCF is solely responsible for and assumes all liability for determining its own relationship with and its own classification of any HCP who books and completes a shift at HCF. Any determination an HCF makes regarding its own classification of the HCP shall not in any way affect the relationship between HCPs and Clipboard, which shall remain that of an independent contractor under all circumstances. Further, HCF warrants that such determinations (into which Clipboard will have no input) regarding the HCF’s own classification of HCPs are correct and its manner of engaging HCPs complies with applicable laws, regulations, and rules. Users agree that Clipboard has no involvement in and will have no liability arising from or relating to the classification of an HCP generally or with regard to a particular shift found through Clipboard’s marketplace. 

Nothing in these Terms of Service is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Clipboard and a User.

2.3 NO GUARANTEES BY CLIPBOARD 

Clipboard does not make any representations about or guarantee the truth or accuracy of information contained in any User Profile or other User Content on the Site. You acknowledge, agree, and understand that Clipboard does not, in any way, supervise, direct, control, or evaluate HCPs or their work, or HCFs or their facilities. Clipboard is not responsible for HCPs or HCFs, or the services, facilities, or working conditions they provide. Clipboard makes no representations about and does not guarantee, and you agree not to hold Clipboard responsible for, the quality, safety, or legality of HCPs’ services or HCFs’ services or facilities; the qualifications, backgrounds, or identities of Users; or the ability of Users to deliver services that they hold themselves out as providing on Clipboard’s marketplace. 

2.4 PAYMENT TO HCPs 

In conjunction with a third-party payment provider, Clipboard processes payment to HCPs for Services performed by them for HCFs. 

2.5 HCP TAXES AND INSURANCE 

You acknowledge and agree that HCPs are solely responsible (a) for all tax liability associated with payments received from HCFs and through Clipboard, and that Clipboard will not withhold any taxes from payments to HCPs; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law; and that, except as otherwise provided in the HCPs’ agreements with Clipboard, Clipboard does not guarantee coverage of HCPs under any liability, health, workers’ compensation, disability, or unemployment insurance of Clipboard. 

  1. MARKETPLACE RULES

To help ensure the successful operation of Clipboard’s marketplace and the positive experience of all of the marketplace’s Users, Clipboard requires Users to abide by the following Marketplace Rules. In the event that we believe or determine that your Account has violated any of our Marketplace Rules, we reserve the right to review, suspend, and or/permanently deactivate your Account at our sole discretion. 

3.1 SAFETY AND SUPERVISION 

You acknowledge and agree that you will conduct yourself both on Clipboard’s marketplace and during any shift found through Clipboard’s marketplace in accordance with all applicable laws, regulations, and professional standards, including relating to safety. Clipboard’s requirements relating to safety include the following: 

(a) An HCF shall provide orientation to any HCP who books a shift at HCF, which orientation shall include, at minimum, a review of HCF’s policies and procedures regarding medication administration, documentation procedures, patient rights, Infection Prevention, Fire and Safety, OSHA, and EMR/Charting, where applicable. 

(b) HCFs shall provide HCPs with an occupational environment free from occupational hazards and shall be responsible for compliance with all applicable federal, state, and local occupational safety and health regulation standards. 

(c) HCFs shall provide HCPs with all necessary equipment and technology needed to perform the duties and responsibilities HCFs require of HCPs for shifts at their facilities. HCPs

acknowledge and agree that they are required to follow HCFs’ policies, procedures, and protection protocols. It is the sole responsibility of HCFs to monitor and enforce all policies and procedures with HCP, both by including such information in HCFs’ User Profiles on the Site and notifying HCPs of such information when they arrive and carry out their responsibilities at HCFs’ facilities. Clipboard assumes no liability for any equipment or technology that HCFs provide to HCPs, or for any policies, procedures, protection protocols, or enforcement measures of HCFs. 

(d) HCFs’ appropriate personnel shall supervise HCPs, and HCF will evaluate services provided by HCPs pursuant to HCFs’ own policies, procedures, and standards. Users acknowledge and agree that Clipboard does not and will not supervise, monitor, or evaluate HCPs in the performance of their duties and responsibilities at HCFs or otherwise.  

You also agree to notify Clipboard if you become aware of a possible safety concern or unlawful conduct during a shift found through Clipboard’s marketplace. Any such notification to Clipboard should be completed via Clipboard’s Incident Report Questionnaire, accessible through the Site. Clipboard’s Trust and Safety Department will determine if any Account should be subject to review, suspension, and/or deactivation as a result of any such notification. 

3.2 CANCELLATIONS 

You agree and acknowledge that cancellations of shifts that you post or book through Clipboard’s marketplace can impair the functioning of the marketplace and create a poor experience for Users of the marketplace. Accordingly, you agree to follow Clipboard’s cancellation rules applicable to HCP Accounts (if you are an HCP) and Clipboard’s cancellation rules relating to HCF Accounts (if you are an HCF). 

3.3 “DO NOT RETURN” LIST (DNRs) 

If at any time you decide that you do not wish to be matched on Clipboard’s marketplace with any other Clipboard User in the future, you may add that User to your “Do Not Return” (“DNR”) list in your Account. DNRs must be entered in accordance with the other Marketplace Rules provided in these Terms of Services. Clipboard reserves the right to review, suspend, and/or permanently deactivate a User’s Account that has received one or more DNRs. More guidelines and information relating to DNRs are available here. 

3.4 ACCOUNT REVIEWS 

If a User’s Account engages in suspicious activity involving cancellations or activity otherwise negatively impacting the experience of other marketplace Users, Clipboard reserves the right to place that Account under temporary review. During that temporary Account review period, the Account’s previously booked shifts will not be affected, but the Account may be prohibited from booking additional shifts. 

3.5 OTHER MARKETPLACE RULES RELATING TO USE OF THE SITE OR SERVICES 

Without limiting other rules and prohibitions in these Terms of Service, by using the Site or the Services, you agree that:

(a) You will only use the Site or the Services for lawful purposes; you will not use the Services for sending or storing any unlawful material or for deceptive or fraudulent purposes; and you will not engage in conduct that harms other Users or Clipboard employees or agents. 

(b) You will not use another User’s account or identity or impersonate any person or entity. (c) You will not use the Site or Services to cause nuisance, annoyance or inconvenience. (d) The information you provide to us when you register for an Account or otherwise 

communicate with us is accurate, you will promptly notify us of any changes to such information, and you will provide us with whatever proof of identity we may reasonably request. 

(e) You will keep secure and confidential your Account password or any other identification credentials we provide you that allow access to the Site or Services. 

(f) You will not try to harm other Users, Clipboard, or the Services in any way whatsoever. (g) You will not engage in threatening, harassing, racist, sexist, violent, hateful, unlawful, or any other behavior that Clipboard deems inappropriate (as determined by Clipboard in its sole  discretion) when using the Site or Services. 

(h) You will not abuse our promotional system, including by redeeming multiple offers or coupons at once or by opening multiple Accounts to benefit from offers or promotions available only to first-time users of the Site or Services. 

  1. PAYMENT METHODS

In order to use certain of the Services, a User must provide account information for at least one valid payment method. 

You hereby authorize Clipboard to run credit card authorizations on all credit cards provided by you, to store credit card and banking or other financial details as your method of payment, and to charge your credit card (or any other payment method) for the fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your payment method information. 

By providing payment method information through the Site and authorizing payments with the payment method, you represent, warrant, and covenant that: (a) you are legally authorized to provide such information; (b) you are legally authorized to make payments using the payment method; (c) if you are an employee or agent of a company or person that owns the payment method, then you are authorized by the company or person to use the payment method to make payments on Clipboard; and (d) such actions do not violate the terms and conditions applicable to your use of such payment method or applicable law. 

When you authorize a payment using a payment method via the Site, you represent and warrant that there are sufficient funds or credit available to complete the payment using the designated payment method. To the extent that any amounts owed under these Terms of Service cannot be collected from your payment method, you are solely responsible for paying such amounts by other means. 

Clipboard is not liable to any User if Clipboard does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with such payment method.

  1. COMMUNICATING THROUGH THE SITE OR THE SERVICES

The provisions of this Section 5 apply to any interaction between Users via the Site or the Services. Users agree to use the communication services available on the Site to communicate with other Users regarding their engagement with each other, including rate negotiations, discussion of other terms, arrival details to the location, pre-work requirements prior to arrival, and coordination during shifts. 

You are prohibited from using the communication services to: 

(a) Ask other Users for documentation relating to your occupation or shifts you have completed, payments, or incidents/disputes; or 

(b) Post or transmit any unlawful, threatening, libelous, defamatory, obscene, pornographic, illegal, or any material that could constitute conduct that would be considered a criminal offense, could violate the rights of any party, or could otherwise violate any law or give rise to civil or criminal liability. 

In all cases, we reserve the right, but are not obligated, to remove any content, message, or transmission you have made for any or no reason, including but not limited to, messages that, in our sole discretion, violate these Terms of Service. We also reserve the right to suspend or permanently deactivate your Account, if we determine, in our sole discretion, that you violate these Terms of Service. 

  1. WARRANTY DISCLAIMER

You agree not to rely on the Site, the Services, any information on the Site, or the continuation of the Site. The Site and the Services are provided “as is” and on an “as available” basis. Clipboard makes no representations or warranties with regard to the Site; the Services; work product; textual, audio,  and/or visual content and information, and submission of entries for competitions and promotions  (“User Content”); or any activities or items related to these Terms of Service. To the maximum extent permitted by applicable law, Clipboard disclaims all express and implied conditions, representations, and warranties including, but not limited to, the warranties of merchantability, accuracy, fitness for a particular purpose, title, and non-infringement. Some jurisdictions may not allow for all of the foregoing limitations on warranties, so to that extent, some or all of the above limitations may not apply to you. Section 8 (Termination of Terms of Service) states your sole and exclusive remedy against Clipboard with respect to any defects, non-conformances, or dissatisfaction. 

  1. LIMITATION OF LIABILITY

Clipboard is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to: Your use of or your inability to use our Site or Services; 

  • Delays or disruptions in our Site or Services;
  • Viruses or other malicious software obtained by accessing, or linking to, our Site or Services;
  • Glitches, bugs, errors, or inaccuracies of any kind in our Site or Services;
  • Damage to your hardware device from the use of the Site or Services;
  • The content, actions, or inactions of third parties’ use of the Site or Services; Reviews, ratings, suspensions, deactivation, or other action taken with respect to your Account;
  • Your reliance on the quality, accuracy, or reliability of job postings, User Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
  • Your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

In addition, in no event will Clipboard, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. The liability of Clipboard, our affiliates, our licensors, and our third-party service providers to any user for any claim arising out of or in connection with these Terms of Service will not exceed $2,500. These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with these Terms of Service, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you. 

  1. TERMINATION OF TERMS OF SERVICE

8.1 TERMINATION 

Unless both you and Clipboard expressly agree otherwise in writing, either of us may terminate these Terms of Service in our sole discretion, at any time, without explanation, upon written notice to the other, except as otherwise provided herein. In the event you properly terminate these Terms of Service, your right to use the Site and Services will be automatically revoked, and your Account will be permanently deactivated. You understand and acknowledge that termination of these Terms of Service (or attempt to terminate these Terms of Service) does not terminate or otherwise impact any obligation to pay outstanding fees. You will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open invoice, whichever is later, to Clipboard for any Services or such other amounts owed under the Terms of Service. 

Without limiting Clipboard’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke or limit access to the Site or Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Services to you if: (i) you breach the letter or spirit of any terms and conditions of these Terms of Service or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Clipboard or our affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is deactivated, you may not use the Site under the same Account or a different Account or re-register under a new Account without Clipboard’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim

available funds in that Account and/or use an available payment method to pay for any amounts owed by you to the extent permitted by applicable law. 

You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of a User’s Account status to all Users, including both yourself and other Users. 

8.2 SURVIVAL 

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Clipboard from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. 

  1. DISPUTES BETWEEN YOU AND CLIPBOARD

The relevant dispute resolution process that applies to you is described in the agreement with  Clipboard that you are required to sign upon creating your account to access Clipboard’s  marketplace. 

  1. GENERAL

10.1 ENTIRE AGREEMENT 

These Terms of Service set forth the entire agreement and understanding between you and Clipboard relating to the subject matter hereof and cancel and supersede any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Clipboard drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Clipboard because of the authorship of any provision of the Terms of Service. 

10.2 MODIFICATIONS; WAIVER 

No modification or amendment to the Terms of Service will be binding upon Clipboard unless it is agreed to in a written instrument signed by a duly authorized representative of Clipboard or posted on the Site by Clipboard. Email will not constitute a written instrument as contemplated by this Section 10.2. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement. 

10.3 ASSIGNABILITY 

You may not assign the Terms of Service, or any of its rights or obligations hereunder, without Clipboard’s prior written consent in the form of a written instrument signed by a duly authorized representative of Clipboard. Clipboard may freely assign these Terms of Service without your consent. Any attempted assignment or transfer in violation of this subsection will be null and void.

Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties. 

10.4 SEVERABILITY; INTERPRETATION 

If and to the extent any provision of these Terms of Service is held to be illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective only as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction. 

10.5 FORCE MAJEURE 

The parties to these Terms of Service will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party. 

10.6 PREVAILING LANGUAGE AND LOCATION 

The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. 

10.7 CONSENT TO USE ELECTRONIC RECORDS 

In connection with the Site and Services Terms of Use, below, you may be entitled to receive, or we may otherwise provide, certain records from Clipboard or our affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form. 

  1. SITE AND SERVICES TERMS OF USE

Without limiting any of the foregoing Marketplace Rules or other provisions of these Terms of Service, any Site Visitor or User agrees to the following: 

(a) You will only use the Site or the Services in accordance with all applicable laws, including copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights. 

(b) You will only access the Site or Services using means explicitly authorized by Clipboard. 

(c) You will not forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Site or Services. 

(d) You will not use the Site or Services, or any content accessible through the Services, for any commercial purpose, including but not limited to contacting, advertising to, soliciting or selling to, any User, unless Clipboard has given you prior permission to do so in writing.

(e) You will not copy or distribute the software used by Clipboard, the Site, or the Services or any content displayed through the Site or Services for republication in any format or media. 

(f) You will not compile, directly or indirectly, any content displayed through the Site or Services except for your personal, noncommercial use. 

(g) You will use the Site and Services only for your own use and will not directly or indirectly resell, license or transfer the Software, Services or content displayed by the Site or Services to a third party. 

(h) You will not use the Site or Services in any way that could damage, disable, overburden or impair any Clipboard server, or the networks connected to any Clipboard server. 

(i) You will not attempt to gain unauthorized access to the Site or Services and/or to any Account, resource, computer system, and/or network connected to any Clipboard server. 

(j) You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures Clipboard may use to prevent or restrict access to the Site or Services or use of the Site or Services or the content therein. 

(k) You will not deep-link to the Site or access the Site manually or with any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy, index, frame, or monitor any portion of the Site or any content on the Site. 

(l) You will not scrape or otherwise conduct any systematic retrieval of data or other content from the Site or Services. 

(m)You will report any errors, bugs, unauthorized access methodologies or any breach of our intellectual property rights that you uncover in your use of the Site or the Services. 

In addition, Clipboard may, in Clipboard’s sole discretion, permit you from time to time to submit,  upload, publish or otherwise make available to Clipboard User Content through the Site or Services.  Any User Content provided by you remains your property. However, by providing User Content to  Clipboard, you grant Clipboard a worldwide, perpetual, irrevocable, transferable, royalty-free  license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute,  publicly display, publicly perform, and otherwise exploit in any manner such User Content in all  formats and distribution channels now known or hereafter devised (including in connection with the  Services and Clipboard’s business and on third-party sites and services), without further notice to or  consent from you, and without the requirement of payment to you or any other person or entity. 

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or  you have all rights, licenses, consents and releases necessary to grant Clipboard the license to the  User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading,  publishing or otherwise making available of such User Content, nor Clipboard’s use of the User  Content as permitted herein will infringe, misappropriate or violate a third-party’s intellectual  property or proprietary rights, or rights of publicity or privacy, or result in the violation of any  applicable law or regulation.

You agree not to provide User Content that is defamatory, libelous, hateful, violent, obscene,  pornographic, unlawful, or otherwise offensive, as determined by Clipboard in its sole discretion,  whether or not such material may be protected by law. Clipboard may, but shall not be obligated to,  review, monitor, and remove User Content, at Clipboard’s sole discretion and at any time and for any  reason, without notice to you.