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Last Updated: March 20, 2020

This Contributor Agreement (the “Agreement”) is entered into between PearlMountain Limited, a multi-media software developer corporation (“PearlMountain”, “we”, “our ” or “us” etc.) and you (“Contributor”). This Agreement is in addition to the Terms of Use applicable to the website www.flexclip.com or use of its desktop and mobile application (FlexClip, the App), that all persons providing content to, or downloading content from, have previously accepted. Accordingly, you hereby agree to the following terms for your present and future contributions submitted to PearlMountain.

Please read this Agreement carefully before posting, uploading, or otherwise submitting any Contribution on this website (Site and Service).

Definitions

Contributor - "Contributor" means the individual or copyright owner submitting the Contribution. If the Contribution is on behalf of a company, the term "Contributor" shall also mean the company.

Contribution - "Contribution" shall mean any and all original work(s) of authorship, including but not limited to, any resource, sample, graphic, layout, design, template, and other material and any modification or addition to existing work(s), that is intentionally submitted or posted to PearlMountain by Contributor for inclusion. For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to PearlMountain or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, PearlMountain for the purpose of discussing and/or improving the work, but excluding communication that is conspicuously marked or otherwise designated in writing by you as “Not a Contribution.”

Grant of Copyright License

By submitting any Contribution to PearlMountain, you hereby grant to PearlMountain a perpetual, worldwide, non-exclusive, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Your Contributions and such derivative works.

Grant of Patent License

You hereby grant to PearlMountain a perpetual, irrevocable, non-exclusive, worldwide, royalty-free patent license to: (i) make, have made, use, sell, offer to sell, import, and otherwise distribute and exploit your contributions in whole or in part, alone or in combination with or included in any product, work or materials produced from our service; and (ii) sublicense these same rights to third parties through multiple levels of sub-licensees or other licensing arrangements. If any entity institutes patent litigation against you or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that your Contribution, or the Work to which you have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted under this Agreement for that Contribution or Work shall terminate as of the date such litigation is filed.

Contributor understands that PearlMountain has no duty to consult with, obtain the consent of, or pay royalties or otherwise for any use of the distribution of the Contribution. Contributor agrees never to assert against PearlMountain or its licensees or transferees any moral or ownership rights in the Contribution. Contributor understands that PearlMountain may register the copyright in the Contribution with the Copyright Office to record this assignment and Contributor acknowledges that PearlMountain may exercise all rights as the copyright owner of the Contribution. The rights that you grant to us under this Agreement are effective on the date you first submitted a contribution to us, even if your submission took place before the date you entered this Agreement.

Contribution Acceptance

Contributor understands that the decision to include the Contribution in any product or source repository lies entirely with PearlMountain and nothing in this Agreement shall be deemed to require PearlMountain to include the Contribution in any Products and/or Projects. PearlMountain has the right to refuse to accept any Contribution for any reason or no reason. PearlMountain has the right to remove any Contribution from the Service at any time for any reason (including but not limited to our belief that your Contribution would or does subject us to legal action or if your Contribution violates the terms of this Agreement) or no reason.

Representation and Warranties

Contributor represents and warrants that the Contribution is Contributor's original work(s) of authorship and that Contributor is legally entitled to grant the rights and privileges set forth in this Agreement and is duly authorized to execute this Agreement on behalf of himself/herself or the copyright owner. Contributor represents and warrants that, to the best of Contributor's knowledge, the Contribution does not violate any third party's copyrights, trademarks, patents or other intellectual property rights and that no other person or entity has the right to claim any right related to the Contribution. Contributor represents that the Contribution shall include full disclosure and complete details of any third-party license or any other restriction that the work(s) may be subject to (including, but not limited to, related patents and/or trademarks) of which Contributor is aware and which are associated with any part of the Contribution. Contributor agrees to promptly notify PearlMountain of any facts or circumstances should any of the foregoing representations become inaccurate in any respect.

If your employer(s) has rights to intellectual property that you create that includes your contributions, you represent and warrant that your employer has waived such rights for your contributions to PearlMountain, or that you have received permission to make contributions on behalf of that employer and that you are authorized to execute this agreement on behalf of your employer.

Limitation of Liabilities

Under no circumstance shall PearlMountain be liable to Contributor or any third party for any reason relating to this Agreement. PearlMountain shall have no liability for any incidental, consequential, special, exemplary and punitive damages, whether such claim is based on warranty, contract, tort (including negligence) or otherwise. This limitation shall apply notwithstanding any failure of essential purpose of any limited remedy and to the fullest extent by law.

PearlMountain 's total aggregate liability arising out of this Agreement, whether for breach of contract or tort or otherwise, shall never exceed the total amount that you paid for using our service or the minimum amount provisioned under the applicable laws governing this Agreement, whichever is less.

Applicable Laws

The failure of either party to enforce its rights under this agreement for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, China without consideration of its conflict of laws provisions.

Entire Agreement

This is the entire agreement between Contributor and PearlMountain. Clicking I Agree, Sign Up, Upload, Download, or related syntaxes on any page of this website or interface of your device, when prompted to, shall be deemed as your explicit consent to enter a binding agreement with PearlMountain Limited consisting of this Contributor Agreement (Agreement).