These Terms of Use were last revised on Feb 26^th 2019.

Welcome to Clout, an online service (which includes a web site, mobile apps, and other technology and components), owned and operated by Fideate LLC, a Delaware limited liability company. (“CLOUT” “we,” “our,” or “us”). Clout is a communication platform to enable employees, contractors, invited participants, and agents of a company (hereinafter, the “Staff”) to post, curate, and publish information about their company, such as information about products, services, events, special offers, job availability, etc… (the “Service”). Via the Service, a company establishes an account on Clout which is hosted by Clout. The account includes a website (“Company Portal”) and Clout mobile apps (e.g. for iOS and Android) (“Mobile Apps”) (where the Staff and certain invitees may post and share company-related information), and the Staff may grab content on the Company Portal and/or Mobile Apps and publish it in their social media outlets.

By accessing or using the Service, you signify that you have read, understood, and agree to be bound by these Terms of Use (“TOS” or “Terms”).

We reserve the right to amend these Terms at any time and without notice. If we do this, we will post the amended Terms on this page and indicate at the top of the page the date the Terms were last revised. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms.

You must be 18 or over to register, sign-up, or use the Service. We ask that children under 18 not use the Service or submit any information to us.

Definitions

“Administrator” means (i) an individual who has an email address in his company’s first or second level domain, is the first person to claim his company’s domain via the Service, and has his company’s authorization to establish and maintain the Company Community and Company Portal; (ii) in the case of a Corporate Account, an individual who is designated by Customer as an Administrator; or (iii) an individual who is designated by the Chief Administrator (as defined below).

“Authorized User” means (i) any Staff who has a valid email address in the company’s first or second level domain name who has successfully signed up to use the Service; or (ii) a non-Staff individual who has been invited by an Administrator, and has successfully signed up to be part of the Company Community, who, in either (i) or (ii), has not been disqualified or “unfriend” by an Administrator.

“Company Community” means the on-line and mobile community comprising Authorized Users who work for a particular company.

“Corporate Agreement” means a separate agreement between Clout and a Customer under which Customer purchases a paid account for the Enterprise Version.

“Corporate Community” means a Company Community established pursuant to company’s purchase of a paid account for the use of the Service.

“Customer” means a company that has purchased a paid account for the Service.

“Enterprise Version” means a version of the Service that is designed for companies with at least 1,000 employees. Clout has sole discretion to designate which version of the Service is the Enterprise Version.

“Free Trial” means a version of the Service that is designed for companies to try the features of the Service for a specific period of time at no charge to the company. Clout has sole discretion to designate which version of the Service is subject to use as a Free Trial and the duration of the Free Trial period.

“Social Media Outlet” means an Authorized User’s social media account (e.g. Facebook, Twitter, LinkedIn) that is supported by Clout and approved by an Authorized User as content distribution channels in connection with the Service.

Establishing a Company Community

Any Staff with an email address in his company’s first or second level domain, who is the first person to claim his company’s domain via the Service, and who has his company’s authorization, may register and establish a Company Community, and will automatically become the Administrator of his Company Community. Any subsequent Staff may join her Company Community by signing up at www.MYCLOUT.com using her company email address (which should include her company’s domain name). All Authorized Users may, subject to Administrator’s review and approval and the terms in the TOS, post content on the Company Portal and may grab content from the Company Portal or Clout Mobile Apps and publish it in her Social Medial Outlet. From time to time, Authorized Users may be asked to confirm their account with the Company Community via an email message containing a hyperlink to the Authorized User’s account email address. We will remove any account that is not so confirmed.

The first Administrator (“Chief Administrator”) and any subsequent Administrator may appoint other Administrators. Each Administrator represents and warrants that he has the express consent of an authorized officer of his company to act as the representative for the company (with the rights and obligations set forth below) who will oversee and manage the Company Community, Company Portal and Mobile Apps. Once a company becomes a Customer (by purchasing a paid account), it may appoint a Chief Administrator or retain the current Chief Administrator (if any). If the Administrator appointed by the Customer is a Staff other than the current Chief Administrator, all former Administrators will lose all Administrator rights.

The Administrators are responsible for overseeing the use of the Service by his Company Community and monitoring the User Content (as defined below) posted to the Company Portal. Without limiting the foregoing, each Administrator will:

(a) monitor the activities of Authorized Users on her Company Portal;

(b) ensure that only qualified users become Authorized Users and remove unqualified users, such as ex-employees;

(c) curate User Content for her Company Portal and approve User Content for display on her Company Portal and for publishing on Social Media Outlets of Authorized Users;

(d) select Social Media Outlets for her Company Community; and

(e) remove User Content that violates the terms of this TOS.

In the event of any disputes or disagreements between members of a Company Community, the Administrator will have the final say, and in the event of any disputes or disagreements between the Administrators, the decision of Chief Administrator will have the final say.

If you are an Administrator, you agree, and represent that you have the right to agree, to have the domain portion of your email address (“@yourcorp.com”) and/or the company or organization name and logo represented by such domain portion of your email address, listed on the Clout website in a company directory listing (“Directory”) Companies owning the domain name who do not want to be included in such published Directory may send a written request to ToS@MyClout.com to remove their company or organization name from the Directory. Certain Corporate Communities may have negotiated further modifications to what we will put into the Directory, and any agreement resulted from such negotiation will be set forth in the Corporate Agreement.

Use of Our Service

Subject to these Terms, Clout hereby grants you a non-exclusive, limited license to use the Service. Clout reserves all rights not expressly granted herein. Unless Clout has agreed otherwise under a Corporate Agreement, Clout may terminate this license at any time for any reason or no reason.

(i) You will not copy, distribute, or disclose any part of the Service in any medium; (ii) you will not alter or modify any part of the Service other than as may be reasonably necessary to use the Service for its intended purpose; and (iii) you will otherwise comply with these Terms.

You may never use another user’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Clout immediately of any breach of security or unauthorized use of your account. Although Clout will not be liable for your losses caused by any unauthorized use of your account, you will be liable for the losses of Clout or others due to such unauthorized use.

By providing Clout your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, including changes to features of the Service and special offers. Certain Company Communities may have negotiated further modifications to the emails we may send you. You may opt-out from receiving email digests from us; however, you will continue to receive broadcast emails or push notifications via the Service (as these are key features of the Service).

You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Service in a manner that sends more request messages to the Clout servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser. You agree not to collect or harvest any personally-identifiable information, including account names, from the Service nor to use the communication systems provided by the Service for any commercial solicitation purposes. You agree not to use any portion of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages.

Clout may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability, if, in Clout’s sole determination, you violate any of these Terms, including the following prohibited actions: (i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (ii) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (iii) uploading invalid data, viruses, worms, or other software agents through the Service; (iv) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (v) interfering with the proper working of the Service; (vi) using the Service to generate spam or, (vii) bypassing the measures we may use to prevent or restrict access to the Service, including, but not limited to, registering for the Service with an email domain name not affiliated with a Company Community, if not invited by an Administrator of the Company Community. Upon termination, you continue to be bound by these Terms.

Clout may, at its sole discretion, limit the number of Authorized Users of a Company Community, unless otherwise set forth in a Corporate Agreement. While we provide adequate data storage capability for normal uses, data storage on the Service is not unlimited. We may reject any piece of content uploaded on the Company Portal if it is too large. Excessive data uploaded on the Service for any Company Portal may require additional license fees.

User Content

You own are solely responsible for the content (“User Content”) that you upload, post, provide, publish, display, link to or otherwise make available via the Service. Please make sure that in curating and posting User Content about your company via the Service, you do not violate any of your company’s policies or any agreements between you and your company. In addition, if you are no longer an eligible member of a Company Community (e.g. you cease to be employed), you will no longer have access to the Service, and therefore may not post or publish User Content and can no longer view any User Content on the Company Portal, even though your User Content may still be displayed on the Company Portal.

You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or content that is illegal; (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information or content that you know is not correct and current. You agree, represent, and warrant that you have the right to post your User Content, and the User Content that you post does not and will not violate third-party rights of any kind, including without limitation any intellectual property, rights of publicity, and privacy rights.

You grant Clout the perpetual, irrevocable, and sub-licensable right to copy, modify, distribute, display, and perform all of the User Content you upload or post to the Service in connection with the Service, including but not limited to making your User Content available to other Authorized Users for further redistribution by any and all means. Notwithstanding anything to the contrary, Clout may use and distribute statistics based on the Authorized User’s usage of the Service for marketing and other purposes. You grant each member of the Company Community in which you belong, the perpetual, irrevocable right to copy, modify, distribute, display, and perform all of the User Content in connection with their use of the Service. You represent and warrant that you have the right to grant the foregoing license.

You agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. Clout is not responsible for policing the Company Portal or for monitoring any User Content. Clout does not and will not have any obligation to review User Content, and therefore we do not guarantee the accuracy, integrity, or quality of User Content and we cannot assure you that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful, or otherwise objectionable User Content will not appear on our Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. Clout is not responsible for any public display or misuse of your User Content. We do, however, to the extent permitted by law, reserve the right to review any or all User Content in our sole discretion and reserve the right to remove any User Content, in whole or in part. UNDER NO CIRCUMSTANCES WILL Clout BE LIABLE IN ANY WAY FOR ANY USER CONTENT POSTED ON OR MADE AVAILABLE THROUGH A SITE BY YOU OR ANY OTHER USER.

DMCA Copyright Policy.

Clout operates the Service in compliance with 17 U.S.C. §512 and the Digital Millennium Copyright Act (“DMCA”). It is our policy to respond to any infringement notices and take appropriate actions under the DMCA and other applicable intellectual property laws. It is the policy of Clout to promptly process and investigate notices of alleged copyright infringement, and take appropriate actions under the DMCA. The DMCA requires that all notices of alleged copyright infringement must be in writing. When informing the designated agent of an alleged copyright infringement, the complainant must do the following:

(a) Identify the copyrighted work that allegedly has been infringed. If multiple copyrighted works at a single online site are involved, please provide a list of the works on that site;

(b) Describe the material that is claimed to be infringing and provide sufficient information to permit Clout, to locate that material;

(d) Certify or include a statement that the complainant has a good faith belief that the use of the copyright-protected material in the manner complained of is not authorized by the copyright owner, the owner’s agent, or law;

(e) Certify that the information that you have provided Clout is accurate. The complainant should attest under penalty of perjury that the complainant is authorized to enforce the copyrights that have allegedly have been infringed; and

(f) Include a physical or electronic signature of the copyright owner or person authorized to act on behalf of the owner.

Before the complainant alleges an infringement, complainant should consult copyright materials to confirm that the use is, in fact, infringing. The United States Copyright Office provides basic information, online, at http://www.copyright.gov/circs/circ01.pdf, which can assist one in determining whether an exception or defense, such as fair use, may apply to the use of your copyrighted work.

Clout expects all of the users of its Service to comply with applicable copyright laws. However, if Clout is notified of a claimed copyright infringement, or otherwise becomes aware of facts and circumstances from which infringement is apparent, it will respond appropriately, which may include removing or disabling access to the material that is claimed to be infringing. Clout will follow the procedures outlined in the DMCA with regard to appropriate notifications of the user and the complaining party, acceptance of counter notifications, and, where indicated, “putback” of the alleged infringing material. Refer to the United States Copyright Office for the provisions of the DMCA at http://www.loc.gov/copyright/legislation/dmca.pdf.

Where it has been clearly established that a User is a repeat offender, Clout may, in its sole discretion, terminate that user’s account. Pursuant to the DMCA, Clout has designated an agent to receive notification of alleged copyright infringement occurring on web pages or computer servers. If you believe that your copyrighted work is being infringed on the Service, please notify our designated agent at: ToS@MyClout.com

You are solely responsible for your interactions with other users. We reserve the right, but have no obligation, to monitor disputes between you and other users.

Points and Rewards

If your Company has a Corporate Account, you may be able to accumulate points through the use of the Service that may be redeemable for rewards by your company. Clout manages such points and rewards system for your company under your company’s instructions. Your company may instruct us to suspend, terminate, revalue, and modify your ability to accumulate points or any rewards with or without notice to you, and we will comply with all such instructions.

The effectiveness of points and reward offerings will expire as provided in specific terms and conditions related to a rewards program. You may not transfer or assign to any other person or permit anyone to make use of your accumulated points, reward offers, or other privileges without your company’s written permission. The number of points to which you may be eligible will be determined by your company in its sole discretion. Issuance of points and rewards will be calculated solely based on records maintained by your company. No other measurements or statistics of any kind will be accepted by Clout or have any effect under these Terms. Termination of your access to the Company Community will terminate any rights to, or eligibility for, any points or rewards.

Free Trial

If you have elected to use a Free Trial of our Service, the Free Trial starts the first time you access your hub. There is no limit on the number of people you can invite to share or the amount of content that you can post.

If you are interested in continuing the Service beyond the stated Free Trial period, please contact a Clout sales representative to upgrade your status to becoming a Customer. Only one Free Trial is available per company domain name. You will not be charged at any point in time until you’ve confirmed that you’re ready to upgrade. Please contact a Clout sales representative to learn more about our pricing options.

We will retain your data for approximately 90 days beyond the expiration of your Free Trial. Clout reserves the right to remove your hub data at any point after 90 days beyond the expiration of your Free Trial. If you wish to upgrade your account at any point during this time, the data from your hub will remain live and fully accessible.

Our Proprietary Rights

Except for your User Content, the Service and its materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the “Clout Materials”), and all intellectual property rights related thereto, are the exclusive property of Clout and its licensors. Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any materials or content accessible on the Service. Use of the Clout Materials on the Service for any purpose not expressly permitted by these Terms is strictly prohibited.

You may choose to or we may invite you to submit feedback, comments, questions, and other information about the Service, including without limitation about how to improve the Service or our products. By submitting any such comments, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Clout under any fiduciary or other obligation, that we are free to disclose the your comments on a non-confidential basis to anyone or otherwise use them without any additional compensation to you. You acknowledge that, by acceptance of your submission, Clout does not waive any rights to use similar or related ideas previously known to Clout, or developed by its employees, or obtained from sources other than you.

Mobile Apps

To use the Mobile Apps you must have a mobile device that is compatible with the Mobile Apps. Clout does not warrant that the Mobile Apps will be compatible with your mobile device. Clout hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Apps for one Clout account on one mobile device owned or leased solely by you, for your personal use. You acknowledge that Clout may from time to time issue upgraded versions of the Mobile Apps, and may automatically electronically upgrade the version of the Mobile Apps that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this TOS will apply to all such upgrades.

If you use our Mobile Apps or interact with a website that has deployed a plugin, you agree that information about you and your use of the Service, including, but not limited to, your device, your mobile carrier, your internet access provider, your physical location, and/or web pages containing Clout plugins that load in your browser may be communicated to us.

Further, by importing any of your data through the Mobile Apps, you represent that you have authority to share the transferred data with your mobile carrier or other access provider. In the event you change or deactivate your mobile account, you must promptly update your Clout account information to ensure that your messages are not sent to the person that acquires your old number and failure to do so is your responsibility. You acknowledge you are responsible for all charges and necessary permissions related to accessing Clout through your mobile access provider. Therefore, you should check with your provider to find out if the Service is available and the terms for these services for your specific mobile devices. Finally, by using any downloadable application to enable your use of the Service, you are explicitly confirming your acceptance of the terms of the End User License Agreement associated with the Mobile App provided at download or installation, or as may be updated from time to time.

The following applies to any Mobile Software you acquire from the iTunes Store (“iTunes-Downloaded Software”): You acknowledge and agree that this TOS is solely between you and Clout, not Apple, and that Apple has no responsibility for the iTunes-Downloaded Software or content thereof. Your use of the iTunes-Downloaded Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iTunes-Downloaded Software. In the event of any failure of the iTunes-Downloaded Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iTunes-Downloaded Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Downloaded Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this TOS and any law applicable to Clout as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iTunes-Downloaded Software or your possession and/or use of the iTunes-Downloaded Software, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes-Downloaded Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this TOS and any law applicable to Clout as provider of the software. You acknowledge that, in the event of any third party claim that the iTunes-Downloaded Software or your possession and use of that iTunes-Downloaded Software infringes that third party’s intellectual property rights, Clout, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this TOS. You and Clout acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this TOS as relates to your license of the iTunes-Downloaded Software, and that, upon your acceptance of the terms and conditions of this TOS, Apple will have the right (and will be deemed to have accepted the right) to enforce this TOS as relates to your license of the iTunes-Downloaded Software against you as a third party beneficiary thereof.

Privacy Policy

Our Privacy Policy (which may be viewed at http://app.myclout.com/Privacy) will apply to you, and you hereby acknowledge and agree to the terms thereof.

Compliance

When using the Service, you will comply with all applicable laws and regulations, and all terms of use and similar rules concerning your use of any Social Media Outlet or other third party publishing platform.

You will review and become familiar with the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf). You will also comply with all Standards of Conduct published by the Word of Mouth Marketing Association (http://womma.org/ethics) applicable to you as if you were a “representative” of a WOMMA member. If you become involved with any word of mouth initiative, you will disclose the material aspects of your commercial relationship with any marketer, including the specific type of any remuneration or consideration received.

Upon our request made to you from time to time, you will cooperate with us and allow us to audit your systems, communications, and records for purposes determining your compliance with these Terms.

Representations and Warranties

You represent and warrant that:

(a) You will abide by and comply with these Terms;

(b) Your User Content and Clout’s use thereof as contemplated by these Terms and the Service will not infringe any rights of any third party, including but not limited to any intellectual property rights, privacy rights, and rights of publicity;

(c) You have the full power and authority to enter into these Terms and to the extent that any entity is bound hereby, to bind such entity, these Terms, and performance of obligations under these Terms do not and will not violate any other agreement to which you or such entity is a party; and

(d) You will comply with all applicable laws and regulations, including but not limited to those set forth in these Terms.

Third-Party Websites and Advertisers

Clout may contain links to third-party websites, advertisers, or services that are not owned or controlled by Clout. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. If you access a third-party website from Clout, you do so at your own risk, and you understand that these Terms and Clout Privacy Policy do not apply to your use of such sites. Additionally, your dealings with or participation in promotions of advertisers found on Clout , including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Clout will not be responsible for any loss or damage of any sort relating to your dealings with such advertisers. We encourage you to be aware of when you leave the Service, and to read the terms and conditions and privacy policy of any third-party website or service that you visit.

Indemnity

You agree to defend, indemnify, and hold harmless Clout and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service; (ii) your violation of any of these Terms, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, rights of publicity or any intellectual property rights; (iv) your violation of any law, rule or regulation of India or any other country; (v) any claim or damages that arise as a result of any of your User Content you submit; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

No Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SS AND ITS LICENSORS DO NOT WARRANT THAT THE USER CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

CLOUT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND CLOUT WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CLOUT, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL CLOUT BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. OUR AGGREGATE LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE AMOUNT YOU HAVE PAID US IN THE PAST THREE (3) MONTHS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOUT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF USER CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY

THIRD PARTY.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CLOUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

The Service is controlled and operated from its facilities in New York, USA. CLOUT makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in New York, USA.

General

The laws of the State of New York will govern these Terms, as well as any claim that might arise between you and us, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in New York, NY for the purpose of litigating all such claims.

We may notify you via postings on our website, via email, or any other means to the contact address you provide to us. All notices given by you or required from you under these Terms will be in writing and addressed to:

The TIFIN Group

Attn: Legal

TIFIN Group

10th Floor, 25 West, 39th^th Street, New York, NY-10018

You may not assign or transfer any rights and licenses granted hereunder.

These Terms, and any other additional terms incorporated by reference herein or that expressly incorporate these Terms, constitute the entire agreement between you and SS regarding the subject matter hereof. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and SS’s failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

Please Contact us at ToS@MyClout.com with any questions regarding these Terms.