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Terms Of Service
Last modified: September 20, 2023

Welcome to CLKS Digital, Inc. (CLKS). This agreement is for your use of the CLKS website at www.clksdigital.com and all features and services offered there (collectively the “Site”). The Site is brought to you by CLKS Digital Inc. (“CLKS” or “we” or “us”). We have created a network of bloggers and other influencers (collectively, “Influencers”) that help clients reach potential customers through social media. This agreement provides important information to you, including information about your obligations, about your content, our limitation of liability to you, and your agreement to resolve any disputes by individual arbitration and to waive the right to participate in a class action.

TABLE OF CONTENTS

1. USING THE SITE
2. YOUR CONTENT
3. OUR CONTENT AND MATERIALS
4. COMMUNICATIONS
5. DISCLAIMERS AND LIMITATION OF LIABILITY
6. INDEMNIFICATION
7. GOVERNING LAW AND DISPUTES
8. GENERAL TERMS

1. USING THE SITE

A. AGREEMENT TO TERMS.
By visiting the Site, you agree to the terms of use set forth in this agreement, including the Privacy Policy.

B. PRIVACY POLICY
Our privacy practices are set forth in our Privacy Policy. By using this Site, you agree to accept the Privacy Policy. The Privacy Policy expressly is incorporated into this agreement.

C. PROHIBITED USES
You agree not to copy, distribute, or use any part of the Site for any purpose not expressly permitted by these terms. You will not introduce viruses, worms, Trojan horses or harmful code.

2. YOUR CONTENT

A. DEFINITION OF YOUR CONTENT.
The Site enables you to post pictures, videos, commentary and other material. All material that you display or generate on the Site will be referred to collectively as “Your Content.”

B. LICENSE TO USE YOUR CONTENT.
By posting Your Content, you acknowledge that it will be publicly available on the Site, and you grant us a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, display, reproduce, repost, modify, rearrange and distribute Your Content on the Site and for promotions of CLKS off of the Site. You understand and freely agree to allow other users of the Site to search for, see, use, and comment on Your Content that you post.

C. YOUR RESPONSIBILITIES FOR YOUR CONTENT.
It is your responsibility to avoid infringing the intellectual property and personal rights of others in connection with Your Content. You are in best position to judge whether you are in violation of intellectual property or personal rights of any third party. You accept full responsibility for actions that violate the intellectual property or personal rights of others in connection with Your Content. You agree to pay all royalties, fees and any other monies owed to any person by reason of any of Your Content. We are not obligated, but reserve the right, to remove or suspend, in whole or part, Your Content or content of others.

3. OUR CONTENT AND MATERIALS

A. OUR CONTENT AND MATERIALS.
All intellectual property in or related to the Site (specifically including but not limited to our software and the CLKS trademarks and logo, but excluding Your Content, third-party websites or third-party content linked to or posted within the Site), is the property of CLKS or it licensees (“Our Content and Materials”). Except as expressly provide in these terms, you agree not to use, modify, reproduce, distribute, sell, license, reverse engineer, decompile, or otherwise exploit Our Content and Materials without our express written permission.

B. OUR LICENSE TO YOU.
Subject to these terms, we grant you a limited, non-commercial and non-exclusive license to use and access Our Content and Materials. We may terminate this license at any time for any reason. Except for the rights and license granted in these terms, we reserve all other rights and grant no other rights or licenses, implied or otherwise.

C. THIRD-PARTY CONTENT AND WEBSITES.
Please note that our Site contains third-party content and access to third-party websites over which we have no control. We assume no responsibility for the content or conduct of third-parties, including third-party websites or persons. Please see YouTube Terms of Service (ToS) here.

4. COMMUNICATIONS

A. REPORTING INTELLECTUAL PROPERTY INFRINGEMENT.
If you believe that any content or material on the Site infringes your intellectual property rights, please contact us at info@clksdigital.com to report the basis for your concern and request takedown.

B. EMAIL UPDATES.
If you sign up on our Site to receive our newsletter or updates, you agree that we may send them to you at the email you provide. You can unsubscribe at any time.

C. APPLICATIONS AND DASHBOARD FOR INFLUENCERS.
If you use the Site to apply to become an Influencer, you agree that we may contact you at the email you provide and to use your information in accordance with our Privacy Policy (as described regarding the Influencer application process). If you are accepted as an Influencer and join CLKS, you will use the Site to access the dashboard for certain communications and coordination with us. You should not apply to become an Influencer if you cannot agree to these terms of service.

D. FEEDBACK.
We welcome your feedback and suggestions about how to improve the Site or other services offered by CLKS. Feel free to submit feedback at info@clksdigital.com. By submitting feedback, you grant us the right to use, disclose and otherwise exploit the feedback, in whole or part, without any restriction or compensation to you.

5. DISCLAIMERS AND LIMITATION OF LIABILITY
WE ARE PROVIDING YOU THE SITE, ALONG WITH OUR CONTENT AND MATERIALS AND THIRD-PARTY CONTENT AND MATERIALS, ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT WE SPECIFICALLY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORSEEABLE) ARISING OUT OF IN ANY WAY CONNECTED WITH YOUR USE, OR INABILITY TO USE THE SITE.


6. INDEMNIFICATION
You agree to indemnify and defend us from all third-party claims and costs (including reasonable attorneys’ fees) arising out of or related to: i) your access to or use of the Site; ii) Your Content, or iii) your breach of any part of this agreement.


7. GOVERNING LAW AND DISPUTES

A. LAWS AND JURISDICTION.
This agreement will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to their conflict-of-law provisions. The parties agree to submit to the personal jurisdiction of a state court located in San Francisco County, San Francisco, California or a United States District Court, Northern District of California located in San Francisco, California for any actions for which the arbitration provision, as set forth in the Dispute Resolution provision below, does not apply.

B. DISPUTE RESOLUTION.
The parties agree that any dispute, claim or controversy arising out of or relating to this agreement will be settled by binding arbitration to be conducted in San Francisco, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. The parties each are waiving the right to a trial by jury. You also waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless the parties agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims and may not preside over any form class action proceeding. Any arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. The AAA Rules are available at http://www.adr.org.

8. GENERAL TERMS

A. CHANGES TO THESE TERMS.
We may amend this agreement (including any linked policies) at any time in our sole discretion. You can view the agreement at any time. If you do not agree to the amendments or to any of the terms in this agreement, your only remedy is to cease use of the Site.

B. ASSIGNMENT.
You may not assign or transfer this agreement (or any of your rights or obligations under this agreement) without our prior written consent; any attempted assignment or transfer without complying with the foregoing will be void. We may freely assign or transfer this agreement. This agreement inures to the benefit of and is binding upon the parties and their respective legal representatives, successors, and assigns.

C. RELATIONSHIP TO OTHER AGREEMENTS/ SEVERABILITY.
This agreement constitutes the entire agreement between you and us regarding the Site. However, membership in CLKS as an Influencer or the hiring of Influencer services requires entry into a separate written agreement with us. If any provision in this agreement is found to be unenforceable by a court of competent jurisdiction, then that provision will not affect the enforceability of the remaining provisions of the agreement, which will remain in full force and effect.

D. INTERNATIONAL.
The Site is controlled and operated from United States. We make no representation that any content or other materials available through the Site are appropriate or available for use in any particular location. Those who choose to access the Site do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

E. CONTACT.
Feel free to contact us with any questions about these terms at info@clksdigital.com.