CLIQUE TERMS OF USE
Last Updated February 7, 2025
These Terms of Use (or “Terms”) form a binding contract between you and Clique LLC (“Company”, “we,” “us,” “our”) and, together with our Privacy Policy, govern your use of the Clique mobile application (“App”). You must use the App only in compliance with these Terms, our Privacy Policy, and all applicable laws, rules, and regulations within your jurisdiction. We reserve the right to delete any account or remove any user from the App for failure to comply with these Terms or for any other reason at our sole discretion, with or without notice to you. You acknowledge that we may make changes to the App or these Terms at any time. Additional, separate terms that apply to your use of the App will be considered to form part of these Terms. All feedback, comments, requests for technical support, and other communications relating to the App or these Terms should be directed to support@cliqueapp.org.
THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND THE COMPANY.
1 / ACCEPTANCE
You accept and consent to these Terms and all documents incorporated herein by reference by (i) clicking to accept or agree to the Terms where this option is made available to you in any agreement or electronic form; (ii) by creating an Account (defined below); or (iii) by downloading or using the App in any manner. If you do not agree to these Terms, do not download or use the App.
2 / ACCOUNTS
2.1 / Eligibility
The App is available to registered users who meet the eligibility requirements in this Section 2.1 (each a “User”). To be eligible to use the App, you must: (i)(a) be at least 18 years of age or the age of majority in your jurisdiction, whichever is greater or (b) if you are under the age of 18 or the legal age of majority under the laws of your jurisdiction (a “Minor”), be at least 16 years of age or the minimum age to use the App as required by the laws of your jurisdiction and your parent or legal guardian (in each case, a “Guardian”) consents to your use of the App; (ii) have the capacity to accept these Terms; (iii) use the App only when physically located in a jurisdiction where the App is unrestricted and unprohibited by that jurisdiction’s laws; and (iv) at all times abide by these Terms. The App is not available to anyone who was previously removed from any of the Company’s services.
Minors may only use or access the App with the consent of and under the supervision of their Guardian, and only following their Guardian’s consent to these Terms. If you are a Guardian, by you or your Minor registering with, accessing, or using the App, you represent and warrant that you: (i) have read and agree to these Terms on your and your Minor’s behalf; and (ii) that you give your consent to your Minor’s use of the App. Any access or use of the App by a Minor without the consent to these Terms and supervision of their Guardian is strictly prohibited and in violation of these Terms. If you are a Minor using the App, then “you” as used herein (unless context requires otherwise) includes both you and your Guardian.
2.2 / Account Registration
To use the App, you must register and create an account (an “Account”). When you create an Account, you will be asked to provide us with information as described in our Privacy Policy (incorporated herein by this reference). You hereby agree to provide true, accurate, current, and complete information at all times and to keep your information current and accurate within a reasonable time after any change. Please keep your Account login secure. By registering for an Account, you represent and warrant that you and, if applicable, your Minor, meet the eligibility criteria for the Account for which they are registered. The content you can access via your Account may be limited or determined by your age and/or consent from your Guardian, as applicable.
You may not allow any other person to access your Account or access the App through your Account. Your Account and any rights or benefits associated therewith are not transferable to any other person or Account without the Company’s prior consent. You shall use the App only for lawful purposes and in compliance with these Terms. You agree to notify us immediately of any unauthorized access to or use of your Account or any other breach of security. The Company is not liable for any loss or damage caused by your failure to maintain the confidentiality of your Account credentials or your choice to share any data associated with your Account. The Company reserves the right to suspend or close your Account or use of the App without notice to you if we discover or suspect that you do not meet the requirements of this section. The Company may limit the number of accounts available to an individual person or organization.
3 / PHOTOS AND USER CONTENT
3.1 / User Responsibility
The Company cannot control and is not responsible for (i) the User Content Posted by any User or your interaction with such User Content; (ii) whether you are able to or choose to provide your Personal Information or other data via the App; (iii) or your interactions with other Users on the App. You understand that Guardians are solely responsible for PERMITTING AND MONITORING THEIR MINOR USERS’ USE OF THE APP. You assume all risks associated with interacting with other Users through or in relation to the App, and, to the extent the law permits, you release the Company and its owners, officers, directors, shareholders, employees, and agents (collectively, the “Company’s Indemnitees”) from any claims or liability related to any User Content (defined in Section 3.3) and from any claims related to the conduct of other Users.
3.2 / Photos
The App allows Users to post photos, images, and other visual content (“Photos”) to the User’s Account and view and interact with others’ Photos depending on the permissions and sharing settings for each posted Photo. Each User is solely responsible for the Photos they post to the App and for their interactions with other Users’ Photos on the App. In addition to the Acceptable Use Policy in Section 2, you agree to abide by the following rules related to the Photos you post:
Only post Photos that you own or to which you hold an adequate license to post on the App.
Photos belong to the User who posted the Photo to the App. Granting other Users access to a Photo via invitation to a Clique or otherwise allows the other User to view, download, or interact with the Photo but does not grant the other User ownership rights to the Photo.
Do not rely on the App to store or archive your Photos. You are responsible for storing and backing up your Photos and other User Content outside of the App.
Photos must not promote illegal content, products, services, or activities.
Photos that relate to bullying, harassment, hateful conduct, privacy violations, or that contain violent or graphic images or content are strictly prohibited.
Photos and other User Content that contain misinformation, promote or support fraudulent activity, scams or deceptive practices, or are spam are strictly prohibited.
Do not post any Photos that may cause harm or criminal activity or promote a dangerous organization or individual.
Photos must not contain images or content that include or promote illegal activities, including without limitation child exploitation, adult sexual exploitation, human trafficking, animal abuse, violence, or self-harm.
The Company shall have no liability to you or to any third party related to your choice to post or interact with a Photo on the App or the results thereof. The Company reserves the right to remove any Photo or other User Content for violation of these Terms or for any other reason in our sole discretion.
3.3 / User Content
The App includes features that enable a User to post, generate, upload, store, share, send, or display Photos, text, images, video, data, comments, and other content (“User Content”). As between you and the Company, you own and shall retain all rights to your User Content, and you are solely responsible for your User Content. By submitting User Content to the App, you grant the Company and our affiliates and service providers, and each of their and our licensees, successors, and assigns a perpetual, non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your User Content (consistent with your privacy and App settings), in whole or in part in any media. The Company will not commercialize your User Content without your permission. For clarity, your license grant to the Company under this Section 3.3 applies to the Photos a User uploads a photo to the App.
You represent and warrant on behalf of yourself and your Minor User, if applicable, that you have all rights necessary to grant the Company a license to use your User Content as described in this Section 3.3. In addition to the requirements for Photos in Section 3.2, you represent and warrant that your User Content will not (i) infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (ii) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) be fraudulent, false, misleading, or deceptive; (iv) be defamatory, obscene, pornographic, vulgar, or offensive; (v) promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vi) be violent or threatening or promote violence or actions that are threatening to any person or entity; or (vii) promote illegal or harmful activities or substances. We may, in our sole discretion, alter, remove, or refuse to display any User Content, and may forbid you from posting, uploading, storing, sharing, sending, or displaying the User Content to the App.
The Company reserves the right, but has no obligation, to monitor User Content. Any User Content you post will be considered non-confidential. You are solely responsible for your User Content and the consequences of posting it online. You assume all risks associated with dealing with other Users with whom you come in contact through the App, and, to the extent that the law permits, you release the Company and the Company’s Indemnitees from any claims or liability related to any User Content posted via the App and from any claims related to the conduct of any other Users. You also represent and warrant that you will indemnify, defend (at our option), and hold harmless the Company’s Indemnities against all claims, actions, allegations, fines, damages, or loss resulting from or arising out of the User Content you provide to us or upload to the App. You understand and acknowledge that we take no responsibility and assume no liability for any content posted by you or any third party, and you, not us, have full responsibility for the User Content you submit, including their legality, reliability, accuracy, and appropriateness.
3.4 / User Safety
We care about the safety of our Users on the App. We encourage you to report any content or material on the App that appears to recruit, entice, advertise, or solicit any person to disclose private information or perform an unlawful act. You understand that you may encounter User Content and third-party materials on the App that you feel is offensive, indecent, or objectionable, content that may or may not be identified as having explicit language, and content that may contain links or references to objectionable material. You agree to use the App at your sole risk and that the Company shall not have any liability to you for content that may be found to be offensive, indecent, objectionable, inaccurate, incomplete, untimely, invalid, illegal, of poor quality or otherwise. You access and use the APP at your own risk. The Company offers no guarantee that the App or other services can be accessed from, displayed on, or linked to from your device. The App is not available in all languages or in all countries. We make no representation that the App is appropriate or available for use in a given location. To the extent you choose to access and use the App or other services thereon, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws.
4 / ACCEPTABLE USE POLICY
4.1 / Acceptable Use
You are personally responsible for your use of the App. In addition to the requirements of Section 3, you represent and warrant that you will use the App in accordance with the following acceptable use requirements:
You will use the App in a respectful manner and in compliance with applicable laws.
You will abide by all rules of conduct relating to all App features you use and your interactions with Photos, User Content, and other Users.
You will not use the App for commercial purposes except as expressly permitted via separate written agreement with the Company.
You will not do anything that might jeopardize the security of your Account.
You will not engage in any activity described under Prohibited Acts (Section 4.3).
You will notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. Any information that you provide to us will also be subject to our Privacy Policy.
The Company may temporarily or permanently ban you if you violate the provisions of this Section 4.
4.2 / Respecting Others’ Privacy
We want Users to enjoy using the App and to feel respected by others’ use of the App. You agree to use the App in full compliance with these Terms and to use good judgment when posting your User Content and interacting with other User’s posts. Without limiting the generality of the foregoing, you agree to not include any of the following in your Photos or other User Content:
Private, sensitive, or personal information (e.g., social security numbers or other government ID; civil records; immigration or work status documents; requests to others to share personal information about themselves)
Personal contact information of any individual, except when made public by the individual or when shared for the purpose of finding a missing person or animal, finding the owner of a missing object, to promote charitable causes, or to contact a business or service provider with their consent.
Full private residential addresses of others (e.g., building name, map pin, street address) except for the purpose of finding a missing person or animal, finding the owner of a missing object, to promote charitable causes, or to contact a business or service provider with their consent.
Medical, psychological, biometric, or genetic/hereditary information of others from medical records or requests to receive this information.
Personal financial information about the User posting the User Content or others (e.g., non-public financial information or payment information, account numbers, login credentials for an account or payment method)
Any User Content claimed, allegedly, or confirmed to come from a hacked source, regardless of whether the affected person is a public figure or a private individual.
Any User Content depicting (i) a minor under age 13 and the content is reported by the minor or their legal guardian, (ii) a minor between 13 and 18 years old, and the content was reported by the minor, (iii) an adult, where the content was reported by the adult and applicable law may provide rights to removal, or (iv) any person who is incapacitated and unable to report the content on their own.
You are strictly prohibited from posting any User Content containing any of the content, features, or themes described above without first obtaining express written permission from the Company.
4.3 / Prohibited Acts
You are strictly prohibited from engaging in the conduct described in this Section 4.2. By using the App, you agree to not rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market or transfer the App or any portion thereof (including our Content, defined below) or use it in any manner not expressly authorized by these Terms. You further agree not to copy, reverse engineer, translate, port, modify, or make derivative works of any portion of the App. You represent and warrant that your use of the App and your provision of User Content via the App will not:
Use or attempt to use another User’s Account without authorization or impersonate anyone;
Harvest, solicit, or collect information of other Users for any reason whatsoever, including, without limitation, for sending unsolicited communications;
Upload any User Content or other data that contains software viruses or is designed to interrupt, destroy, or limit the functionality of any equipment or services, or that contains other harmful, disruptive, or destructive files or content;
Upload any content that is advertising, promotional material, junk mail, spam, or a contest or sweepstake, or that furthers or promotes criminal activity;
Infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy;
Violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
Be fraudulent, false, misleading, or deceptive, defamatory, obscene, vulgar, or offensive;
Promote discrimination, bigotry, racism, hatred, harassment, or harm against anyone;
Be violent or threatening or promote violence or actions that are threatening to any person or entity;
Promote illegal or harmful activities or substances; or
Use the App in any manner that, in our sole discretion, is objectionable or restricts or inhibits any other person from using or enjoying the App, or which may expose us or our Users to any harm or liability of any type.
Additionally, you are strictly prohibited from violating or trying to violate our security features, such as by:
Accessing data not intended for you or logging onto a server or an account which you are not authorized to access;
Attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures unless we expressly authorize that you do so in writing;
Attempting to interfere with service to any user, host, or network, such as by means of submitting a virus to overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”;
Sending unsolicited email, including promotions and/or advertising of products or services forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting;
Using any device, software, or routine to interfere, or try to interfere, with the proper working of the App or any activity being conducted on the App; or
Using or attempting to use any engine, software, tool, agent, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the App other than the search engine and search agents that we make available via the App and other than the generally available third-party web browsers.
Additionally, you will be subject to Account deletion or blocking for committing the following, including but not limited to: (i) misrepresentation of eligibility; (ii) attempting in any way to impair the function of the App or third-party websites; (iii) attempting to commit any form of fraud in connection with the App; (iv) when requested by us, failure to timely furnish (and in any event within thirty days of request) an affidavit or declaration of eligibility in form and substance satisfactory to us and that is legally binding in the jurisdiction of your residence or participation; (v) use of the App in any manner under multiple Accounts or profiles; or (vi) any other act which in our sole opinion is inconsistent with the integrity of the App, or our goodwill or reputation.
The above lists are not exhaustive. This section provides examples of prohibited conduct. Any conduct by you that, in our sole discretion, restricts or inhibits any other User or other individual from using or enjoying the App will not be permitted. If you violate our system or network security, you may face civil or criminal liability. Tampering with the App, conducting fraudulent activities on the App and all other illegal activities are prohibited and may subject a user to legal action and/or termination of your access to the App. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting Users who are involved in such violations.
5 / INTELLECTUAL PROPERTY
5.1 / Contents and Ownership
Unless otherwise expressly indicated, the App and all entire contents, features, and functionality thereon (including but not limited to all design, information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) (our “Contents”) are owned by us, our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Using our App or accessing the Contents does not give you ownership of any intellectual property rights in the Contents. Except in accordance with these Terms, you may not use the App or Contents unless you obtain written our permission or are otherwise permitted by law.
The Clique name, registered and unregistered trademarks, logos, trade dress, and service names (our “Marks”) are the Company’s intellectual property and subject to protected by U.S. and international trademark protections. Our Marks may not be used in connection with any product or service that is not owned by us, in any manner that is likely to cause confusion among Users, or in any manner that disparages or discredits us. All other trademarks not owned by us that appear in connection with the App are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us. You may not (i) use any meta tags or any other "hidden text" utilizing our Marks without our express written consent or (ii) remove, obscure, or alter any Marks or legal notices displayed in the App.
5.2 / License and Access
The Company hereby grants you as a User a limited, revocable, non-transferable, non-exclusive license to access and make personal use of the App solely as described in these Terms. The App is licensed to you, not sold. The App and our Contents may not be used for any commercial purpose or reproduced, duplicated, copied, sold, resold, assigned, sub-licensed, or otherwise exploited for any purpose, including commercial purposes, without our express written consent. You may not frame or utilize framing techniques to enclose any of our Marks or other Contents without our express written consent. Any unauthorized use of the App or Contents automatically terminates the permission or license granted herein. Upon termination of these Terms: (i) the rights and licenses granted to you herein shall terminate as to the terminated rights, (ii) you shall cease all use of the App that have been terminated, and (iii) we may at our own discretion remove and/or purge data, account information, and any other information obtained by us in connection with providing you the App. This license may also be terminated by us at any time.
5.3 / Feedback
You may from time-to-time provide us with certain materials, communications, suggestions, comments, improvements, ideas or other feedback related to the App (“Feedback”). You hereby grant us all rights, titles and interests in and to any Feedback. In the event this grant is not sufficient for us to fully realize and use the Feedback, you grant us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate into the App any of the Feedback. By providing Feedback, you are representing that the Feedback is not subject to any intellectual property claim by a third party or any license terms which would require products or services derived from that Feedback to be licensed to or from, or shared with, any third party.
5.4 / Notification of Infringement
If you believe in good faith that any material on the App infringes a copyright in your work, a notification of the alleged copyright infringement should be emailed to our Copyright Agent at: at support@cliqueapp.org (Subject Line: “DMCA Takedown Request"). To be effective, the notification must be in writing and contain the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of the copyrighted work that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed;
Identification of the material that is claimed to be infringing, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Please be advised that we will not respond to complaints that do not meet the requirements above. Notices must meet the then-current statutory requirements imposed by the Digital Millennium Copyright Act (DMCA). If we determine that the material(s) alleged to infringe your rights does not require removal, we will remove those materials only pursuant to a court order that declares the content or use of the materials unlawful. Please be aware that there can be penalties for false claims under the DMCA. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, the Account and access to Users we deem to be repeat infringers. We may also at our sole discretion limit access to the App and/or terminate the participation of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
6 / PRIVACY
6.1 / Privacy Notice
You acknowledge that you have read and understand our Privacy Policy, which you may review anytime on the App. In addition, you understand that posts and interactions on the App should not be considered private. You acknowledge and agree that you have no expectation of privacy concerning the transmission of any User Content or communications. Because posts may be viewed by other Users, you should avoid revealing any Personal Information via those features.
6.2 / Emails
In connection with your use of the App, you agree that we may send you service announcements, administrative messages, notifications, offers, promotions, affiliate information and other important information. You can unsubscribe by clicking the link in the email message or by contacting privacy@cliqueapp.org and we will process your request within a reasonable time after receipt. However, there are certain material transactional or data privacy emails you may not opt out of.
6.3 / Consent to Do Business Online
By accessing the App, registering for or using the App, or typing your name into any of our electronic forms and indicating your acceptance or submission of information by clicking a box, you consent to (i) the Company communicating with you electronically; (ii) receiving all applications, notices, disclosures, and authorizations (collectively, “Records”) from us electronically; and (iii) entering into agreements and transactions using electronic Records and signatures. Please note that federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. We will use electronic documents for all communications, notices, agreements, disclosures, authorizations, and other documents necessary to provide you with the App. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You must have a computer or other web-enabled device, an internet connection, an active email account, and the ability to receive and read PDF files to conduct business with us electronically. You agree to be responsible for keeping your own Records. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic records from us, please contact us at support@cliqueapp.org. Agreements and transactions executed prior to this request will remain valid and enforceable.
7 / USE AND AVAILABILITY
7.1 / Software Requirements
To use the App, you must first download the App from the invitation link or from the Apple App Store or Google Play App Store. To use the App, you must have a compatible mobile telephone or handheld device, Internet access (if required by the App), and the necessary minimum specifications (“Software Requirements”) to use the App. The Software Requirements for Apple iOS devices and Android OS devices can be found on the relevant download page for the App. The App software may be upgraded from time to time to add support for new functions and services. The App may request certain privacy permissions from your device such as access to your device camera, access to choosing images from your device, or access to your device microphone and associated features. Your App download is subject to the applicable application store’s terms and conditions and your use of the App is subject to these Terms.
You acknowledge that the terms of agreement with your respective mobile network provider will continue to apply when using the App. Data and messaging charges may apply to your use of the App or any text messaging or photo sharing features you use via the App. You accept responsibility for any such charges that arise. If you are not the bill payer for the mobile telephone or handheld device being used to access the App, you will be assumed to have received permission from the bill payer for using the App. Please note that this may result in additional usage fees from your mobile service provider.
7.2 / Availability
We will use commercially reasonable efforts to maintain availability of the App. You understand and agree that there will be times when the App will not be available, such as scheduled maintenance times; outages; emergency maintenance; unavailability caused by software, hardware, or other Users; and causes beyond our reasonable control. We will make commercially reasonable efforts to notify you of planned downtime and unavailability of the App. We are not liable for any delays, interruptions, or other transmission errors resulting from any lack of App access, or caused by your device or your internet or wireless service provider. We may suspend and/or close the account of any user who violates, or whom we reasonably believe may be in violation of or will violate, these Terms, at any time without notice and without liability to you. You understand and agree that you are responsible for obtaining and maintaining all telephone, computer hardware, software, and other equipment needed for access to and use of the App and all charges related thereto.
7.3 / Updates
The Company may change or discontinue any feature of the App at any time in our sole discretion, including without limitation content, hours of availability, or equipment needed for access or use. You hereby agree that we will not be liable to you or any third party for any modification or discontinuance of the App or features thereon at any time for any reason.
From time to time, we may, in our sole discretion, develop and provide updates to the App, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any features or functionality. You agree to promptly download and install all Updates and acknowledge and agree that the App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the App and be subject to these Terms.
7.4 / Third-Party Services
You may be able to access third-party websites, services, or software via the Services (“Third-Party Services”). The Company is not responsible for Third-Party Services available through those Third-Party Services. You are solely responsible for your dealings with third parties. Your use of Third-Party Services may be subject to that third-party’s terms and conditions and privacy practices. We do not endorse any Third-Party Services and you hereby agree that we are not liable for any loss or damage which may be incurred by you as a result of the availability or your use of any Third-Party Services or as a result of any reliance placed by you on the completeness, accuracy, or existence of any the information, advertising, products, services, or materials contained on or accessible through any such Third-Party Services.
8 / DISCLAIMER OF WARRANTIES
YOUR USE OF THE APP AND ALL ITEMS, USER CONTENT, MATERIALS, AND THIRD-PARTY SERVICES RELATED THERETO IS AT YOUR OWN RISK. THE APP IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR THE COMPANY’S INDEMNITEES MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE APP OR ANY SERVICES, ITEMS, CONTENTS, OR MATERIALS OBTAINED THROUGH THE APP. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR THE COMPANY’s INDEMNITEES REPRESENT OR WARRANT THAT THE APP WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE APP OR ANY ITEMS, USER CONTENT, MATERIALS, AND THIRD-PARTY SERVICES ACCESSED OR OBTAINED THROUGH THE APP WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. WE DO NOT GUARANTEE THAT THE APP WILL BE AVAILABLE AT ALL TIMES OR AT ANY GIVEN TIME OR THAT WE WILL CONTINUE TO OFFER THE SAME FOR ANY PARTICULAR LENGTH OF TIME. WE MAKE NO WARRANTY OR REPRESENTATION REGARDING THE AVAILABILITY OF THE APP OR ANY CONTENT OR FEATURES. WE RESERVE THE RIGHT TO MODIFY OR DISCONTINUE ANY COMPONENT OR FEATURE OF THE APP IN OUR SOLE DISCRETION WITHOUT NOTICE.
9 / LIMITATION OF LIABILITY
IN NO EVENT WILL THE COMPANY OR THE COMPANY’S INDEMNITEES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE APP, ANY THIRD-PARTY SERVICES, ANY CONTENTS OR THE CONTENT OF THIRD-PARTY SERVICES, OR ANY USER CONTENT OR OTHER MATERIALS VIEWED OR OBTAINED THROUGH THE APP, OR THE ACTION OR INACTION OF ANY USER OR THIRD PARTY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID BY YOU TO US DURING THE LAST THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10 / INDEMNIFICATION
You agree to indemnify, defend (at our option), and hold harmless the Company’s Indemnities and their respective suppliers, licensors and partners from and against any and all claims, losses, damages, liabilities and expenses, including legal fees and expenses, resulting from or arising out of your: (i) violation of these Terms; (ii) negligent, willful misconduct, fraud, or strict liability; (iii) use, misuse and/or access of the App; (iv) violation of any applicable law; (v) content you post, store, or otherwise transmit in or through the App; and/or (vi) violation of the rights of any third party, or any breach of the representations, warranties, and covenants made by you herein. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Company, and you agree to cooperate with the Company’s defense of these claims, at your sole cost and expense, and such amounts shall be paid to us on demand in immediately payable funds.
11 / DISPUTE RESOLUTION
READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. You agree that any dispute between you and the Company arising out of or relating to the App or these Terms (collectively, “Disputes”) will be governed by this Section 12. This Section 12 shall not apply if and to the extent prohibited by the laws governing your jurisdiction.
12.1 / Arbitration Agreement
We want to address your concerns without the necessity of a formal legal case. Before filing a claim against the Company, you agree to try to resolve the Dispute informally by contacting support@cliqueapp.org the Company will contact you by email as part of a good faith effort to resolve the Dispute informally. If a Dispute is not resolved within 30 days after submission, you or the Company may bring a formal proceeding.
You and the Company each agree to resolve any Disputes through final and binding arbitration. JAMS will administer the arbitration and determine payment of fees under its streamlined rules. The arbitration will be held in Boston, Massachusetts, United States or any other location to which we agree. Notwithstanding the foregoing, either you or the Company may assert claims, if they qualify, in small claims court in Middlesex County, Massachusetts or any United States county where you are located. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the App or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.
12.2 / Class Action Waiver
You may only resolve Disputes with the Company on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under these Terms. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
12.3 / Governing Law
Except as otherwise required by applicable law, the Terms and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of Massachusetts without regard to its conflict of laws principles. The Federal Arbitration Act, Massachusetts state law, and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. You hereby consent to the exclusive jurisdiction of the state and federal courts located in Middlesex County, Massachusetts, USA to enforce these Terms or adjudicate any other Dispute, and you and the Company each agree to waive the right to a jury trial. Except as otherwise required by applicable law, if the agreement to arbitrate is found not to apply to a claim, you and the Company agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts in Middlesex County, Massachusetts.
12.4 / Waiver of Jury Trial
To the extent that Section 12.1 does not apply or is held unenforceable, each party acknowledges and agrees that any controversy that may arise under these Terms, including exhibits, schedules, attachments, and appendices attached to these Terms, is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Terms, including any exhibits, schedules, attachments or appendices attached to these Terms, or the transactions contemplated hereby.
12.2 / Limitation on Claims; Relief and Remedies
Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the App must be filed within one (1) year after such claim or cause of action arose, or else that claim, or cause of action will be barred forever. You agree that the remedy at law for any breach or threatened breach of these Terms by you would, by its nature, be inadequate, and that the Company may be entitled, in addition to damages, to a restraining order, temporary or permanent injunctive relief, specific performance, and other appropriate equitable relief, without showing or providing that any monetary damage has been sustained. In the event of any dispute between the parties concerning the terms and provisions of these Terms, the Company shall be entitled to collect from you all costs incurred in such dispute, including reasonable attorneys’ fees, if we are the prevailing party.
13 / GENERAL
13.1 / Geographic Limitations
The App is provided from the Company’s headquarters in the United States. The Company makes no representation that the App comply with legal or regulatory requirements of jurisdictions outside the United States. If you use the App from other jurisdictions, such use is at your own initiative, and you are solely responsible for compliance with applicable local laws. You acknowledge that you may not be able to use the App in whole or in part from outside of the United States and that access thereto may not be legal by certain persons or in certain countries. You agree to comply with all applicable local, state, federal, and foreign laws in using the App. You are solely responsible for notifying the Company if your use of the App or these Terms violates any law, regulation, or rule of your locality. Use of the App from jurisdictions where such access is illegal is prohibited. The Company is not responsible for any violation of law in relation to your use of the App.
13.2 / Entire Agreement
These Terms and the documents incorporated herein by reference are the entire agreement between you and the Company with respect to the App and replace and supersede all prior and contemporaneous understandings and agreements related thereto. Section headings are inserted for convenience only and shall not affect in any way the meaning or interpretation of these Terms. Additional agreements or documents may apply to certain features of the App or other services we offer, which become part of these Terms. If these Terms are inconsistent with any other agreements or documents, the agreements or documents relating to the specific feature or service will govern. Nothing in these Terms will be deemed to confer any third-party rights or benefits. You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms or your use of the App.
13.3 / Term and Termination
These Terms are in effect from the first date you download the App until you delete your Account, discontinue all use of the App, and delete it from your device. You may delete your Account at any time and for any reason by following the Account deletion process described on the App. Upon deletion of your Account, you must immediately discontinue use of the App and immediately uninstall and delete all copies of the App from your device. Immediately upon termination of these Terms as described in this paragraph, all license and rights granted to you under these Terms automatically terminate and you shall automatically forfeit the right to use the App. Your obligation to pay accrued fees will survive any termination of these Terms. We may terminate your Account and/or these Terms immediately with or without notice to you if you breach any of these Terms or for any reason in our sole discretion. Our rights and your obligations to the Company under these Terms shall not be affected by the deletion of your Account or termination of these Terms. All provisions of these Terms that, by their nature, should survive any termination or expiration of these Terms shall survive any termination or expiration.
13.4 / Enforcement
The Company has the right to investigate violations of these Terms and any conduct that affects the App, and in response may take any action we may deem appropriate. The Company reserves the right (but is not required) to remove or disable your access to the App at any time and without notice, and at our sole discretion if we determine that your use thereof is objectionable or in violation of these Terms.
13.5 / Assignment
We may assign these Terms, in whole or in part, to any person or entity at any time without your consent. You may not assign these Terms without our prior written consent, and any unauthorized assignment by you shall be automatically null and void.
13.6 / Notices
We may provide you with notice by any means, including (without limitation) via postings on the App or via email, of changes to these Terms. In-App notices are deemed given the first time you access the App after such notice is posted. Notices emailed to you will be deemed given and received when the email is sent. A notice that we give is deemed given even if it is intercepted by your spam filter and not actually read. If you don’t consent to receive notices electronically, you must stop using the App. Unless otherwise specified in these Terms, all notices to the Company shall be in hardcopy writing and shall be sent by United States Postal Service, Federal Express or United Parcel Service to Clique, LLC c/o Registered Agent Solutions, Inc., 44 School Street, Suite 505, Boston, MA 02108, USA. Notices sent to us pursuant to any section of these Terms shall be deemed duly served and effective only on actual receipt by us.
13.7 / Severability; Waiver
The Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.
13.8 / Changes
The Company may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and will apply to all access to and use of the App thereafter. Your continued use of the App following the posting of revised Terms means that you accept and agree to the changes. If you do not want to agree to the revised Terms, you must immediately terminate your use of the App and delete it from your device.