Non-Disclosure Agreement
Non-Disclosure, Confidentiality & Non-Circumvention Agreement
By checking the box labeled "I Agree", clicking "Accept", or otherwise accessing or participating in any Connect Clip campaign, platform, Discord, dashboard, or community, you ("Recipient" or "Clipper") acknowledge that you have read, understood, and agreed to be legally bound by this Non-Disclosure, Confidentiality & Non-Circumvention Agreement (the "Agreement"), effective as of the date of such acceptance (the "Effective Date").
This Agreement is entered into between Connect Clip (the "Disclosing Party") and the Recipient.
1. Definition of Confidential Information
"Confidential Information" includes all non-public information disclosed or made available to the Recipient, whether orally, visually, electronically, or in writing, including but not limited to:
a. Client & Creator Information
Identities of creators, influencers, brands, agencies, partners, or clients; contact details; deal structures; compensation terms; performance data; and contractual or commercial relationships.
b. Campaign & Strategy Materials
Creative briefs, hooks, scripts, captions, keyword lists, posting instructions, timing guidance, platform strategies, optimization tactics, analytics, dashboards, engagement metrics, and performance benchmarks.
c. Raw & Proprietary Assets
Unreleased or source video footage, audio files, images, graphics, templates, overlays, brand kits, logins, access links, or proprietary workflows provided to the Recipient.
d. Internal Communications & Systems
Any content, screenshots, messages, logs, or discussions from private Discord servers, Slack, Telegram, dashboards, tools, APIs, or internal systems used by Connect Clip.
Confidential Information does not include information that is publicly available through no breach by the Recipient.
2. Obligations of Recipient
The Recipient agrees to:
a. Limited Use
Use Confidential Information solely for authorized participation in Connect Clip clipping campaigns.
b. Non-Disclosure
Not disclose, publish, sell, share, leak, repost, or otherwise communicate any Confidential Information to any third party without prior written consent from the Disclosing Party.
c. Security
Take reasonable precautions to prevent unauthorized access, including safeguarding login credentials and not sharing access to private platforms or materials.
3. Non-Circumvention
During the term of this Agreement and for twenty-four (24) months thereafter, the Recipient shall not, directly or indirectly:
- Contact, solicit, pitch, or enter into any business relationship with any creator, client, or brand introduced through Connect Clip
- Provide competing or similar services (including clipping, editing, social media management, or content distribution)
without the express prior written consent of Connect Clip.
This applies regardless of whether contact is made via DM, email, social platforms, intermediaries, or third parties.
4. Liquidated Damages – $10,000 Per Breach
Important Notice
The Recipient acknowledges that any breach of this Agreement would cause irreparable harm that is difficult to quantify.
Accordingly, the Recipient agrees that for each individual breach, including but not limited to:
- Unauthorized disclosure of a client or creator identity
- Unauthorized sharing of assets or internal communications
- Circumvention of a client or creator
- Unauthorized posting or reuse of materials
the Recipient shall pay $10,000 USD per breach as liquidated damages.
Both parties agree this amount represents a reasonable estimate of minimum damages and is not a penalty.
5. Ownership of Work Product
All clips, edits, derivatives, and content created by the Recipient using Confidential Information or assets ("Work Product") are works made for hire.
All right, title, and interest in the Work Product—including all intellectual property rights—vest exclusively in Connect Clip or its clients, with no residual rights retained by the Recipient.
6. Injunctive Relief & Attorneys' Fees
a. Injunctive Relief
Connect Clip may seek immediate injunctive or equitable relief to prevent or stop any breach, without the requirement to post bond.
b. Attorneys' Fees
In any action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, court costs, and related enforcement expenses.
7. Term & Survival
Confidentiality, non-circumvention, ownership, remedies, and damages obligations survive for three (3) years following the Recipient's last participation in any Connect Clip campaign or community.
8. Electronic Acceptance & Binding Effect
The Recipient agrees that:
- This Agreement is legally binding upon electronic acceptance
- Checking a box, clicking "I Agree," or accessing Connect Clip systems constitutes valid execution
- No physical signature is required
9. Governing Law
This Agreement shall be governed by and construed under the laws of the State of Delaware, without regard to conflict-of-law principles.
Acceptance
By clicking "I Agree", the Recipient confirms they are legally permitted to enter this Agreement and agree to be bound by its terms.