Clique – Terms of Service

By downloading and using the Clique mobile application or using any services provided thereby (collectively, the “Application”), you agree to abide by these legally binding Terms of Service (the “Terms”). If you do not agree with these Terms, you may not access the Application. This Application is operated by Paramount Ventures LLC d/b/a Clique or one of its affiliates (the “Company,” “us,” “our(s),” or “we”). We reserve the right to revise these Terms at any time, with or without notice. As such, you should check these Terms periodically. If you violate any of these Terms you may have your access canceled and you may be permanently banned from accessing the Application. If you access the Application after we have posted changes to these Terms, such access shall constitute your acceptance of those changes, whether or not you actually reviewed them. At the bottom of this page, we will notify you of the date these Terms were last updated. Your access to and use of the Application is also conditioned on your acceptance of and compliance with the Company’s Privacy Policy. Please read these Terms and the Privacy Policy carefully.

Subscriptions

Subscription Period

Some parts of the Application are available only with a paid subscription. You will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of subscription plan you select when purchasing the subscription.

At the end of each period, your subscription will automatically renew under the exact same conditions unless you cancel it or the Company cancels it.

Subscription Cancellations

You may cancel your subscription renewal through the Application Store (defined below). For purposes hereof, “Application Store” means the digital distribution service operated and developed by Apple Inc. (Apple App Store), Google Inc. (Google Play Store) or Microsoft Inc. (Edge Store) in which the Application has been downloaded. You will not receive a refund for the fees you already paid for your current subscription period and you will be able to access the Application until the end of your current subscription period.

Billing

All purchases and billing for the Application are handled through the Application Store. You are responsible for providing the following in connection with purchases made in the Application Store: accurate and complete billing information including full name, address, state /county, zip/post code, telephone number, and a valid payment method information.

Since your subscription is made through the Application Store, all billing is governed by the Application Store’s own terms and conditions, in addition to these Terms. The Company has no responsibility or liability for losses based on payment or billing problems caused by the Application Store.

Fee Changes

The Company, in its sole discretion and at any time, may modify the fees for subscriptions. Any subscription fee change will become effective at the end of the then-current subscription period.

The Company will provide you with reasonable prior notice of any change in subscription fees to give you an opportunity to terminate your subscription before such change becomes effective.

Your continued use of the Application after any subscription fee change becomes effective constitutes your agreement to pay the modified subscription fee amount.

Refunds

Except when required by law, paid subscription fees are non-refundable.  Certain refund requests for subscriptions may be considered by the Company on a case-by-case basis and granted at the sole discretion of the Company. Since billing is handled through the Application Store, the Application Store’s refund policy will apply.

Free Trial

The Company may, at its sole discretion, offer a subscription with a free trial for a limited period of time. At any time and without notice, the Company reserves the right to (i) modify the terms and conditions of any free trial offer or (ii) cancel such free trial offer.

Suspension

The Company reserves the right, in its sole and absolute discretion, at any time and for any reason to (i) cancel, discontinue, suspend, or terminate the Application and (ii) suspend, terminate, cancel, or revoke your access to the Application (including by terminating your Account), including for users who have purchased a subscription. The Company will endeavor to provide prior notice of such decisions but makes no representations or warranties with respect thereto. Users have no continued right to access or use the Application.

Without limiting the foregoing, you acknowledge and understand that the Application uses and incorporates various third-party services, APIs, and platforms which are essential for features and functionality of the Application. These third-party services, APIs, and platforms are outside the Company’s control, are subject to change at any time (which changes may render the Application unusable or prevent the Company from continuing to provide the Application), and the Company makes no representations or warranties with respect thereto.

User Accounts

Using the Application requires that you create an account with us (an “Account”) by either (i) providing your email address and a password or (ii) logging in through another supported authentication mechanism, such as Facebook.

You must provide accurate and complete information and keep your Account information updated. You shall not: (i) use as a username or a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a username a name that is otherwise offensive, vulgar, or obscene. You are solely responsible for the activity that occurs on your Account and for keeping your Account password secure. You must notify us immediately of any change in your eligibility to use the Application, or if you become aware of any breach of security or unauthorized use of your Account. You should never publish, distribute, or post login information for your Account. You can disable your Account at any time by using the “Disable Your Account” functionality in the Application. You will no longer have access to the Application once your Account is disabled.

Presently, there is no way for users to recover their Account credentials, including email address, if they lose or forget their login. Accordingly, please keep close track of your email and password for the Application. Should you fail to do so, you may lose access to the Application and all data and information associated with your Account.

Content and Use

Your Right to Post Content

Our Application allows you to post text, images, or other information (“Content”). Content is posted, uploaded, linked to or otherwise made available by you, regardless of format, and is associated with your Account. By default, all Content is public. However, the Application allows you to designate whether certain Content is available to everyone or only to selected groups or people (e.g., available to the public, followers, friends, your Clique, or private). You have the ability to change the designation after your Content is posted. You are solely responsible for the Content that you post in the Application, including its legality, reliability, and appropriateness, and which other users of the Application have access to the Content.

By posting Content in the Application, you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content in and through the Application. You retain any and all of your rights to any Content you submit, post or display and you are responsible for protecting those rights. You agree that this license includes the right for us to make your Content available to other users of the Application, all of whom may use your Content subject to these Terms. The license granted pursuant to this paragraph is non-exclusive, royalty-free, transferable, irrevocable, sub-licensable, and worldwide, and permits the Company to use, distribute, modify, run, copy, publicly display, translate, or otherwise create derivative works of your Content in a manner that is consistent with our Privacy Policy. You give us permission to use your username and other identifying information associated with your account in a manner that is consistent with our Privacy Policy.

You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content in or through the Application does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

Content Restrictions

The Company is not responsible for the content of the Application’s users. You expressly understand and agree that you are solely responsible for the Content and for all activity that occurs under your Account, whether done so by you or any third person using your Account.

The Company reserves the right, but has no obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Terms, refuse to post Content, or remove this Content. The Company further reserves the right to make formatting and edits and change the manner any Content. The Company can also limit or revoke the use of the Application if you post objectionable Content. As the Company cannot control all content posted by users and/or third parties on the Application, you agree to use the Application at your own risk. You understand that by using the Application you may be exposed to content that you may find offensive, indecent, incorrect or objectionable, and you agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.

Use Restrictions

In using the Application, you must comply with the following requirements:

· You will not use the Application for any purpose that is prohibited by these Terms. You are responsible for all your activity in connection with the Application. Any violation of the Terms may be grounds for, among other things, termination of your access to the Application.

· You shall remain respectful and appropriate when you engage with us on social media. You shall not post any unauthorized and/or unsolicited advertising, spam, hyperlinks, or content protected by copyrights, trademark, or other rights.

· You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Application, that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; (ii) you know is false, misleading, untruthful or inaccurate; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts illegal nudity, contains or depicts illegal sexual activity, references activity, false advertising, health code violations, or purposeful overcharging, or is otherwise inappropriate as determined by us in our sole discretion; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); (v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party; (vi) impersonates any person or entity, including any of our employees or representatives; or (vii) includes anyone's identification documents or sensitive financial information.

· You shall not: (i) interfere or attempt to interfere with the proper working of the Application; (ii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Application (or other accounts, computer systems or networks connected to the Application); (iii) run any form of auto-responder or “spam” on the Application; (iv) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the websites; (v) harvest or scrape any content from the Application; or (vi) otherwise take any action in violation of our guidelines and policies.

· You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive access to any source code, object code, or underlying ideas or algorithms of any part of the Application; (ii) modify, translate, or otherwise create derivative works of any part of the Application; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws, and regulations.

You are also responsible for comply with the terms of service of any third-party applications or interfaces that are incorporated into the Application. The Company may terminate your Account or access to the Application if you violate these Terms. The Company is the sole decisionmaker with respect to whether a breach of these Terms has occurred.

Intellectual Property

As between you and the Company, all intellectual property rights in and to the Application and all parts or components thereof, including all copy, software, source and object code, graphics, designs and all copyrights, trademarks, service marks, trade names, logos, and other intellectual property or proprietary rights contained therein, are owned by and the exclusive property of the Company. Some materials in the Application belong to third parties who have authorized the Company to display the materials, such as certain third-party licensors. By using the Application, you agree not to copy, distribute, modify, or make derivative works of any materials without the prior written consent of the owner of such materials. Except as expressly set forth in these Terms, no license is granted to you and no rights are conveyed by virtue of accessing or using the Application. All rights not granted under these Terms are reserved by the Company.

DMCA

Digital Millennium Copyright Act (“DMCA”) Notice: Materials may be made available through the Application by users and other third parties not within our control. We are under no obligation to, and do not, scan content posted on the Application for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party’s copyright to remain on the Application. If you believe any materials infringe a copyright, you should provide us with written notice that at a minimum contains: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works at that platform; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that the complaining party has 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 (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

All DMCA notices should be sent to our designated agent as follows:

Paramount Ventures LLC

501 Boylston Street, 10th FL

Boston, MA 02116

Disclaimer of all Warranties

The Application, each component thereof, and any software in the Application is provided “AS IS”, “WHERE IS,” AND “WITH ALL FAULTS,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, SYSTEM INTEGRATION, AND NON-INFRINGEMENT.  TO THE FULLEST EXTENT PERMITTED BY LAW:

· YOUR USE OF THE APPLICATION IS AT YOUR OWN RISK. To the maximum extent permitted by applicable law, the Company assumes no responsibility or liability for any data loss or other loss suffered by any use of this Application.

· THE COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE APPLICATION OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE APPLICATION THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;

· THE COMPANY SHALL NOT BE LIABLE FOR THE USE OF THE APPLICATION, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN;

· IN NO EVENT WILL THE COMPANY BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES ARISING OR ALLEGED TO HAVE ARISEN FROM OR IN CONNECTION WITH YOUR BREACH OR FAILURE TO PERFORM UNDER THESE TERMS. THIS TERM DOES NOT LIMIT LEGAL RIGHTS THAT YOU MAY HAVE TO CLAIM FOR LOSSES UNDER MANDATORY LAWS OF YOUR COUNTRY OR RESIDENCE.

Statements Regarding Products and Services

All information provided by the Company through the Application, or from other information provided over the phone, email, or any other transmission, is purely for educational and informational purposes. This should never be interpreted as a recommendation to undertake a specific action or as a claim or representation regarding any particular product or service. The Company does not guarantee that any information on the Application is up-to-date or otherwise accurate. 

We reserve the right to change branding without notice. All illustrations, pictures, design, text, marks, and logos on this Application are copyrighted. Any commercial use of any of these contents is strictly prohibited without the written permission of the Company. 

Access Limits

The Company may establish, with or without notice, limits on the use of this Application, including the maximum number of times a user may access or connect to the Application. The Company reserves the right to modify any and all portions of the Application without notice. Under no circumstances shall the Company be liable to you or any other party for making such limits or modifications.

Advertisements and Hyperlinks

Now or in the future, the Company may allow third-party advertisers to advertise on the Application. The Company takes no responsibility for, and shall not be liable for any loss or damage resulting from, your interactions with any third-party advertisers, including any online or other purchases from such third-party advertisers.

This Application may contain hyperlinks to other Internet sites that are not under control by the Company. These hyperlinks are not express or implied endorsements or approvals the Company of any products, services, or information available from these sites. The Company makes no representations or warranties regarding the information contained in such hyperlinked sites; your use of those sites is governed by their respective terms and conditions.  Use of any such linked site is at your own risk and we strongly advise you to make your own investigations with respect to the suitability of those sites.

Feedback

If you provide the Company with any feedback or suggestions regarding the Application or the Company’s products (“Feedback”), you hereby assign to the Company all rights in such Feedback and agree that the Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. The Company will treat any Feedback you provide to the Company as non-confidential and non-proprietary. You agree that you will not submit to the Company any information or ideas that you consider to be confidential or proprietary.

Social Media

If you choose to share photos, videos, or messages on Instagram, Facebook, Twitter, and other social media channels (“Social Media”), using hashtags or other @ labeled content (collectively, the “Tagged Media”), you acknowledge and agree that we may use such Tagged Media on our Application or any associated social media webpages operated by the Company. You grant us permission to use and authorize others to use your name and/or social media handle in association with the Tagged Media publicly for promotional purposes. You acknowledge that posting your Tagged Media containing your personal information such as your name, voice, and/or photos, does not violate or infringe on the rights of any third party, including, without limitation to privacy rights, publicly rights, copyrights, trademark, or other intellectual property rights.

Information About You and Your Use of the Application

All information we collect on this Application is subject to our Privacy Policy. By using the Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Electronic Communications

The communications between you and the Company use electronic means, whether you use the Application or send us emails, or whether Company posts notices on the Application or communicates with you via email. For contractual purposes, you (a) consent to receive communications from the Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.

Limitation of Liability

IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE APPLICATION EXCEED THE TOTAL AMOUNT PAID TO THE COMPANY BY YOU (IF ANY) FOR THE APPLICATION OR $1,000, WHICHEVER IS LESS. The limitation of liability shall not apply to liability resulting from the Company’s willful or intentional misconduct. IN ADDITION, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF THIS PARAGRAPH OR ELSEWHERE IN THESE TERMS MAY NOT APPLY TO YOU.

Integrated Agreement

These Terms constitute the entire agreement between you and the Company and govern your use of the Application, except for other provisions of the Application (such as the Privacy Policy). The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. The provisions of these Terms are severable. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect and the validity of the remainder of these Terms shall be unaffected thereby. Any claim arising under or related to these Terms must be brought within one (1) year after such claim or cause of action arose or be forever barred. 

Governing Law/Jurisdiction

These Terms, including any disputes arising from or related to these Terms or the Application shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its conflict of laws principles.  Any legal suit, action, or proceeding arising out of or related to these Terms or the matters contemplated hereunder may be instituted in a state or federal court located in Boston, Massachusetts with subject matter over the dispute, and you and the Company irrevocably consent to the jurisdiction of such courts and agree that venue in such courts shall be and is proper.  

Last modified: March 29, 2024