Last revision date: October 14, 2008

The terms and conditions set forth below (this "Agreement") govern your access to and/or use of the Cliqset Application (as defined below). If you are an individual acting as a representative of a corporation or other legal entity that wishes to integrate with the Cliqset Application, then you represent and agree that you enter into this Agreement on behalf of such entity, and that all provisions of this Agreement will bind that entity as if it were named in this Agreement in place of you. BY ACCEPTING THESE TERMS AND CONDITIONS, OR BY USING, INTEGRATING WITH OR ACCESSING ANY PORTION OF THE CLIQSET APPLICATION, YOU IRREVOCABLY AGREE TO THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE ALL AUTHORITY NECESSARY TO BIND YOURSELF (AND, IF YOU ARE EMPLOYED BY OR OTHERWISE REPRESENT ANY CORPORATION OR OTHER LEGAL ENTITY THAT WISHES TO USE, INTEGRATE WITH OR ACCESS THE CLIQSET APPLICATION, THAT ENTITY) TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE, INTEGRATE WITH OR OTHERWISE ACCESS THE CLIQSET APPLICATION.

Section 1: Definitions

Whenever used in this Agreement with initial letters capitalized, the following terms will have the meanings attributed to them below (and other terms used in this Agreement with initial letters capitalized will have the meanings attributed to them elsewhere in this Agreement).

"Applicable Cliqset User" means, with respect to any Cliqset Properties, the Session Owner associated with the Call through which such Cliqset Properties were retrieved.

"Call" means an automated call or other data retrieval request delivered to or through the Cliqset API. 

"Data Repository" means any database,  server, network, or other repository of information, whether centralized or distributed.

"Cliqset" or "us" (and conjugations thereof as required by the context) means Cliqset, Inc. and/or its corporate affiliates collectively.

"Cliqset Application" means a set of APIs and services provided by Cliqset that enable websites and applications (collectively, "Applications") to retrieve data relating to Cliqset Users made available by Cliqset and/or retrieve authorized data from other Applications. The term "Cliqset Application" includes any data, images, text, content, code, APIs, tools or other information or materials provided by Cliqset through or in connection with such APIs and services (collectively, the "Cliqset Properties").  For clarity, Cliqset Users own the data they submit to the Cliqset Application (“Cliqset User Property”). 

"Your Developed Application" means an Application that interfaces with the Cliqset Application and all services offered through or in connection with the Cliqset Application.

"Your Developed Application Content" means any data, images, text, content, code or other copyrightable materials or other information or materials of any kind (other than any Cliqset Properties or Cliqset User Property) that is included in, provided through or used in connection with Your Developed Application.

"Cliqset Application Documentation" means the technical documentation applicable to the Cliqset Application made available by Cliqset from time to time at http://developer.cliqset.com (or such other URL as Cliqset may designate from time to time).

"Cliqset Site" means that web site, the primary home page of which is accessible through the URL http://www.cliqset.com.

"Cliqset User" means a human user of the Cliqset Site.

"Intellectual Property Rights" means any patent rights, copyright, trade secret rights, trademark rights (including rights in trade names, trade dress, service marks, URLs or other source of business identifiers), rights in industrial property and industrial designs, moral rights and all other intellectual property or proprietary rights arising under the laws of any jurisdiction worldwide, including all rights or causes of action for infringement or misappropriation of any of the foregoing, and all rights in any registrations, applications, renewals, extensions, continuations, continuations-in-part, divisions or reissues for any of the foregoing.

"Session Key" means a unique session key associated by Cliqset with a Call.

"Session Owner" means a unique Cliqset User associated by Cliqset with a Session Key.

Section 2: Conditions of Use

Your use of, integration with or access to the Cliqset Application, including the Cliqset Properties or the Cliqset User Property, is subject to this Agreement, and also to the Cliqset Site Terms of Use, the Cliqset Privacy Policy and the Cliqset Application Documentation each of which is incorporated into this Agreement by this reference.

A. Certain General Requirements. Subject to the terms of this Agreement:

1) You may create Your Developed Application(s).

2) Your Developed Application(s) may access, integrate with and/or use Cliqset Properties and, subject to the permissions set by the Cliqset User, may allow access to the Cliqset User Property.

3) As provided in the Cliqset Application Documentation, Your Developed Application(s) may make Calls at any time that the Cliqset Application is available. We may at any time, and over any given period of time, limit the number of Calls any of Your Developed Application(s) may send to the Cliqset Application, or prohibit any of Your Developed Application(s) from sending Calls to the Cliqset Application, as we deem appropriate in our sole discretion.

4) You may not continue to use, and must immediately remove from any of Your Developed Application(s) and any Data Repository in your possession or under your control, any Cliqset Properties or Cliqset User Property within 24 hours after the time at which you obtained the data, or such other time as Cliqset may specify to you from time to time.

5) You may not continue to use, and must immediately remove from any of Your Developed Application(s) and any Data Repository in your possession or under your control, any such Cliqset Properties or Cliqset User Property: (a) upon notice from Cliqset (including if we notify you that a particular Cliqset User has requested that their information be made inaccessible to Your Developed Application); or (b) upon any termination of this Agreement or of your use of, integration with or access to the Cliqset Application.

6) You will at all times comply: (a) with all applicable local, state, national, and international laws and regulations, including, without limitation all applicable export control laws and regulations and country-specific economic sanctions implemented by the United States Office of Foreign Assets Control in connection with your use of the Cliqset Application, (b) obtain and maintain all licenses, permits and other permissions necessary in connection with Your Developed Application, and (c) if Your Developed Application involves payments from Cliqset Users or payment or account information, comply with all rules and regulations of any applicable payment network or association (e.g., Visa, MasterCard, Star, Plus), including, without limitation, the Payment Card Industry Data Security Standard.

7) You will not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any Cliqset Properties or Cliqset User Property to any country (or national thereof) without obtaining any required prior authorizations from the appropriate government authorities, Cliqset and/or the Cliqset User.

9) You will not use the Cliqset Application or any of Your Developed Applications, and Your Developed Application will not be designed:

(i) in a manner that infringes, violates or misappropriates any third party's intellectual property rights or other proprietary rights or that is misleading, deceptive or fraudulent;

(ii) to engage in spamming or other advertising or marketing activities that violate any applicable laws, regulations or generally-accepted advertising industry guidelines;

(iii) in a manner that is illegal or promotes illegal activities, including without limitation engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;

(iv) in any manner that might be libelous or defamatory, or in a way that is otherwise malicious or harmful to any person or entity, or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age;

(v) to request, collect, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any Cliqset Users, or to proxy authentication credentials for any Cliqset Users for the purposes of automating logins to the Cliqset Site;

(vi) to impersonate any person, or to obtain access to the Cliqset Site without authorization;

(vii) to enable you to personally identify any Cliqset User except with their express consent; or

(viii) for the primary purpose of facilitating the distribution of copyrighted content without the authorization of the copyright holder.

10) Without limiting your other obligations under this Agreement, with respect to your usage of, integration with or access to the Cliqset Application and any installation and use by any Cliqset Users of Your Developed Application(s), you agree to implement and observe standards of privacy and confidentiality for the collection, use and sharing of any data related to any Cliqset User that are at least as stringent and user-favorable as the standards set forth in the Cliqset Privacy Policy.

11) You may not interfere or attempt to interfere in any manner with the functionality or proper working of the Cliqset Site or the Cliqset Application, or any portion or feature of either.

12) You will provide any information and/or other materials related to your Cliqset Platform Applications reasonably requested by Cliqset from time to time to verify your compliance with this Agreement.

13) You will not, in any terms of service or license agreement applicable to any of Your Developed Applications, or otherwise, impose or purport to impose any obligation on any person, or grant or purport to grant any right, power or authority to yourself or any other person, that would be inconsistent with this Agreement, and you agree that any such obligation, right, power or authority purportedly imposed or granted shall be null and void ab initio.

 
 

B. Display and Distribution

1) Your Developed Application(s) may display Cliqset User Property retrieved through the Cliqset Application in any format you choose, subject to the terms and conditions contained in this Agreement; provided that, you may not (a) display or otherwise provide any Cliqset User Property to any person other than the Applicable Cliqset User (i.e., the Cliqset User uniquely associated by Cliqset with the Call through which such Cliqset User Properties were retrieved), or (b) otherwise display or provide (or assist any third party to display or provide) to any person any Cliqset Properties or Cliqset User Property that such person would not properly have been able to access through the Cliqset Site. For the avoidance of doubt, the foregoing will not prohibit you from displaying or providing information that you collect entirely independently of the Cliqset Site and the Cliqset Application, even if such information is identical to information contained in Cliqset User Property;

2) You may not edit or modify Cliqset Properties or Cliqset User Property in any way, except with respect to graphic images, to re-size such images while maintaining the same relative proportions of the image.

3) You may not remove, obscure, or alter any notice of patent, copyright, trademark or other proprietary right appearing on or contained within the Cliqset Application (including, without limitation, any Cliqset Properties).

4) You may not store any Cliqset Properties or Cliqset User Property in any Data Repository which enables any third party (other than the Applicable Cliqset User for such Cliqset User Properties) to access or share the Cliqset Properties without our prior written consent or the Cliqset User’s prior written consent, whichever is applicable.

5) You may not sell, resell, lease, redistribute, license, sublicense or transfer all or any portion of the Cliqset Properties or Cliqset User Property, or use or store any Cliqset Properties or Cliqset User Property for any purpose other than as specifically authorized herein.

6) Your Developed Application(s) may not be designed or implemented a way that might mislead a user into believing he or she is interacting directly with the Cliqset Site when interacting with any of Your Developed Application(s), or that any of Your Developed Application(s) were created by or are endorsed by Cliqset. If you are directly or indirectly collecting any personally identifiable information from any Cliqset User, it must be clear that the information is being collected directly by you, and not by Cliqset, and you must clearly post a link to your privacy policy at the point such information is collected. Such privacy policy must be at least as stringent and user-favorable as the Cliqset Privacy Policy and you must fully comply with such policy in the collection, use and storage of such personal information, as well as complying with any privacy settings selected by the user for their Cliqset account of which you are aware.

 

C. Confidential Information

The term " Cliqset Confidential Information means any information of or relating to Cliqset that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by Cliqset or that is not generally known or readily ascertainable to the public, including, without limitation, nonpublic information regarding the Cliqset Application (including the Cliqset Properties) and Cliqset 's products, services, programs, features, data, techniques, technology, code, ideas, inventions, research, testing, methods, procedures, know-how, trade secrets, business and financial information and other activities. All Cliqset Confidential Information remains the property of Cliqset, and no license or other right in any Cliqset Confidential Information is granted hereby. You will not disclose any Cliqset Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of this Agreement. If you are a corporate entity, you will limit your internal distribution of Cliqset Confidential Information to your employees and agents who have a need to know, and will take steps to ensure that dissemination is so limited. You will not use any Cliqset Confidential Information for the benefit of anyone other than Cliqset. Upon Cliqset 's written request, you will destroy or return to Cliqset all Cliqset Confidential Information in your custody or control. In addition to the terms of this provision, you and Cliqset will continue to be subject to any non-disclosure agreement that you and Cliqset have entered into separately. This provision will survive any termination of this Agreement.

Section 3: Fees

We reserve the right to charge a fee for using the Cliqset Application and/or any individual features thereof at any time in our sole discretion. If we do charge a fee for using the Cliqset Application or any feature thereof you do not have any obligation to continue to use the Cliqset Application or the applicable feature.

Section 4: Ownership and Licenses

As between you and Cliqset: (a) you retain all right, title and interest in and to, and Cliqset obtains no rights of any kind (other than the rights and licenses expressly granted in this Agreement) in, Your Developed Application(s) you create and in the Your Developed Application Content, and all associated Intellectual Property Rights (subject to Cliqset 's underlying rights in the Cliqset Application and Cliqset Site); and (b) Cliqset retains all right, title and interest in and to, and you obtain no rights of any kind (other than the rights and licenses expressly granted in this Agreement) in, the Cliqset Application (including without limitation all Cliqset Properties), the Cliqset Site, the Cliqset Application Documentation any derivative works of any of them, and all associated Intellectual Property Rights.

You are granted a limited, nonexclusive, revocable license, during the term of this Agreement, to use, integrate with and access the Cliqset Application and use the related Cliqset Application Documentation solely as necessary to run Your Developed Application(s) that meet all the requirements and conditions set forth in this Agreement, and to use any Cliqset Properties provided to you via the Cliqset Application in accordance with the terms of this Agreement. Cliqset has the right at any time in its sole discretion, and immediately upon notice, to terminate the foregoing licenses and any other licenses and rights granted in this Agreement and to request that you delete all such Cliqset Properties and all materials containing any Cliqset Properties that are in your possession or control, and you will promptly comply with any such request.  ALL RIGHTS NOT EXPRESSLY GRANTED IN THIS AGREEMENT ARE HEREBY RESERVED BY CLIQSET AND ITS RESPECTIVE LICENSORS.

You understand and acknowledge that Cliqset may be independently creating Applications, content and other products or services that may be similar to Your Developed Application(s) and/or Your Developed Application Content, and nothing in this Agreement will be construed as restricting or preventing Cliqset from creating and fully exploiting such Applications, content and other items, without any obligation to you. You may from time to time elect, in your sole discretion, to provide suggestions, comments, improvements, ideas or other feedback or materials to us related to the Cliqset Application or Cliqset Site (collectively, "Feedback"). If you elect to provide us any such Feedback, you assign and agree to assign all right, title and interest in and to such Feedback to us, and acknowledge that we will be entitled to use, implement and exploit any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation or other duty to account. You agree to promptly take such actions as Cliqset may reasonably request from time to time (including execution of affidavits and other documents) to effect, perfect or confirm Cliqset’s ownership rights as set forth in this Agreement.

Section 5: Certain Developer Obligations, Representations and Warranties

A) You acknowledge that you are solely responsible for, and that Cliqset has no responsibility or liability of any kind for, the development, operation, and maintenance of Your Developed Application(s) and for all of Your Developed Application Content or other materials that appear on or within Your Developed Applications. For example, you will be solely responsible for:

• the technical operation of Your Developed Application(s) and all related equipment;
• creating and displaying information and content on, through or within Your Developed Application(s);
• the accuracy and appropriateness of Your Developed Application(s) and Your Developed Application Content or other materials available on, through or within Your Developed Application(s);
• ensuring that Your Developed Application(s) and Your Developed Application Content and/or other materials available on, through or within Your Developed Application(s) do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights);
• ensuring that Your Developed Application Content and other materials available on, through or within Your Developed Application(s) are not libelous or otherwise illegal;
• ensuring that you accurately and adequately disclose, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers, and that you fully comply with such privacy policy, which must be at least as stringent and user-favorable as the Cliqset Privacy Policy; and
• any claims relating to any of Your Developed Application(s) or any of Your Developed Application Content by users or other third parties.

B) You represent, warrant and covenant to us that:

(1) you have all rights necessary to properly grant us all of the rights and licenses set forth in Section 4 above and elsewhere in this Agreement without violating the rights of any third party,

(2) Your Developed Application(s), Your Developed Application(s) Content, and the use thereof by Cliqset or Cliqset Users do not and will not violate, misappropriate or infringe the rights of any person or entity including any contract rights or any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any person or entity,

(3) you do now, and at all times you provide Your Developed Application will: (a) comply with all applicable local, state, national and international laws and regulations, including, without limitation, all applicable export control laws and regulations and country-specific economic sanctions implemented by the United States Office of Foreign Assets Control in connection with your use of the Cliqset Application, (b) maintain all licenses, permits and other permissions necessary in connection with Your Developed Application, and (c) if Your Developed Application does or will involve payments from Cliqset Users or payment or account information, comply with all rules and regulations of any applicable payment network or association (e.g., Visa, MasterCard, Star, Plus), including, without limitation, the Payment Card Industry Data Security Standard;

(4) Your Developed Application(s) Content will not be obscene, defamatory, fraudulent or otherwise illegal in any jurisdiction and will otherwise comply with all user conduct and user content rules set forth in the Cliqset Site Terms of Use and the Cliqset Application Documentation;

(6) neither Your Developed Application(s) nor any of Your Developed Application(s) Content contains or will contain any virus, worm, Trojan horse, adware, spyware or other malicious code.

(7) Your Developed Application and Your Developed Application(s) Content will at all times comply with the terms of this Agreement and any other policies or guidelines referenced in this Agreement or on the Cliqset Site; and

(8) you will provide Cliqset with information about a particular Cliqset User of Your Developed Application if Cliqset reasonably believes that such information is necessary to prevent or investigate the commission of a crime.

Section 6: Publicity; Trademark Usage

A) You and we may generally publicize your use of the Cliqset Application; provided, however, that you may not issue or consent to any press release (including to the Internet press, e.g., any blogs) with respect to the Cliqset Application or this Agreement without our prior written consent. Cliqset may, at any time in its sole discretion, prepare and issue press releases, statements, and promotional and other materials mentioning and/or describing Your Developed Application(s) you have created using, accessing or integrating with the Cliqset Application, identifying you as the developer of Your Developed Application(s), and otherwise describing the relationship between you and Cliqset.

B) You may state that any of Your Developed Applications that comply with the terms of this Agreement are "integrated with the Cliqset Application".

C) We may make available to you certain graphic images, trademarks, trade names, service marks or logos owned or licensed by Cliqset or its affiliates ("Marks") that you may use in conjunction with the display of Cliqset Properties solely for the purpose of indicating that Your Developed Applications were created to interface with the Cliqset Application. You may not use the Marks (a) in a trademark manner or to suggest that Cliqset is associated with, endorses, sponsors or has any other connection to any of Your Developed Application(s) other than the fact that it was created to interface with the Cliqset Application; or (b) in any manner that disparages Cliqset, its affiliates or its licensors, or that otherwise dilutes or tarnishes the Marks.

You may not use the term " Cliqset " as any part of the name of Your Developed Application or variations or misspellings of Cliqset, in the name of a URL to the left of the top-level domain name (e.g., ".com", ".net", ".uk", etc.) -- for example, URLs such as "cliqset.xxx.com. Other than your limited right to use the Marks in a non-trademark manner as provided in this Agreement, you may not make any use of the Marks. Cliqset and its licensors retain all right, title and interest in and to the Marks, and all goodwill arising out of any use of the Marks by you will inure to the sole benefit of Cliqset. You will not at any time now or in the future challenge or assist others to challenge the validity of the Marks, or attempt to register confusingly similar trademarks, trade names, service marks or logos. You agree to follow any Trademark Guidelines established by Cliqset with respect to your use of any Marks as those guidelines may change from time to time. You must immediately discontinue use of any Mark as specified by us at any time in writing. We may modify any Marks provided to you at any time, and upon notice, you will use only the modified Marks and not the old Marks.

D) All trade names, trademarks, service marks, logos, and trade dress on the Cliqset Site are either trademarks or registered trademarks of Cliqset or its licensors. Other than as specified in this Agreement, you may not copy, imitate or use any registered or unregistered trademark, service mark, trade name, logo, trade dress, URL or other business identifier of Cliqset or third parties that advertise on the Cliqset Site unless you obtain Cliqset 's and any applicable third party's prior written consent. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or state or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including, without limitation, by stating or implying that Cliqset or any third party that advertises on the Cliqset Site supports, sponsors, endorses, or contributes money to you or your business endeavors).

E) You may not promote Your Developed Application as being intended or primarily useful for any unlawful activity.

Section 7: Account Identifiers

You are allowed to only create one Cliqset Application account per valid Cliqset Site account. If you are an individual acting as a representative of a corporation or other legal entity that wishes to use the Cliqset Application, then your individual Cliqset Site account, or that of another employee of such entity will be deemed to satisfy this requirement. Cliqset Application accounts are associated with one or more public key/private key pairs, which you must use to access the Cliqset Application. Examples include a Cliqset -issued Access Key ID string (as a public key) and a Cliqset -issued Secret Access Key string (as a private key). When you complete the account creation process, you will be issued unique account identifiers, and may add a public key to your account. Account identifiers (i) identify your account and (ii) allow Your Developed Applications to make Calls to the Cliqset Application. Account identifiers are immutable and will always uniquely identify Your Developed Application account. Public key/private key pairs are unique to your account and are subject to change. Private keys are for your personal use only. You may use your public key in the open in requests to the Cliqset Application; however, you are responsible for maintaining the secrecy of your private key. You are fully responsible for all activities that occur under your account identifiers. You should contact Cliqset immediately if you believe a third party may be using your private key, or if your private key is otherwise lost or stolen. You are responsible for maintaining up-to-date and accurate information (including without limitation valid contact information) with respect to Your Developed Application account. Cliqset and its affiliates are not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any data which you submit in connection with your account.

Section 8: Beta Testing

From time to time Cliqset may conduct open beta tests (each a "Beta") of new features or versions of the Cliqset Application (each a "Beta Product"). If you choose to register for a Beta, your participation is subject to the following additional terms:

• You understand that the overall design of the Beta Product could change throughout the course of the Beta and that Cliqset reserves the right to change or withdraw the Beta Product, discontinue the Beta, revoke your license to the Beta, or release the Beta Product as a final version at any time in its sole discretion.
• You agree to record and report all problems, issues, ideas, feedback and suggestions for enhancements to the Beta Product ("Beta Test Results") to Cliqset on a timely basis to the email address that will be provided to you along with the beta testing materials, and during the Beta period, you will not speak to the press (including Internet press, e.g., blogs) regarding the Beta or the Beta Product, without our prior written consent.

Section 9: DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE CLIQSET APPLICATION (INCLUDING, WITHOUT LIMITATION, ANY CLIQSET PROPERTIES) AND CLIQSET APPLICATION DOCUMENTATION ARE PROVIDED BY CLIQSET ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS, DEFECTS AND ERRORS" BASIS. CLIQSET MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE CLIQSET APPLICATION OR THE CLIQSET APPLICATION DOCUMENTATION. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE CLIQSET APPLICATION IS AT YOUR SOLE RISK. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, CLIQSET DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY IMPLIED WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. CLIQSET DOES NOT WARRANT THAT THE CLIQSET APPLICATION (INCLUDING, WITHOUT LIMITATION ANY CLIQSET PROPERTIES OR CLIQSET USER PROPERTY) IS FREE OF VIRUSES, WORMS, TROJANS, SPYWARE OR OTHER HARMFUL COMPONENTS, OR THAT THEY WILL BE ACCESSIBLE ON A PERMANENT BASIS OR WITHOUT INTERRUPTION.

CLIQSET WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF, OR INABILITY TO USE, CLIQSET, THE CLIQSET APPLICATION OR THE CLIQSET APPLICATION DOCUMENTATION, FROM ANY TERMINATION OF THIS AGREEMENT OR YOUR ABILITY TO USE OR PARTICIPATE IN THE CLIQSET APPLICATION FOR ANY REASON, FROM DISABLING OR REMOVING ANY APPLICATIONS HOSTED BY CLIQSET, OR FROM ANY USE OR MISUSE OF THE CLIQSET APPLICATION OR YOUR DEVELOPED APPLICATION OR OF YOUR DEVELOPED APPLICATION CONTENT BY ANY CLIQSET USER OR ANY OTHER THIRD PARTY, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST DATA, BUSINESS OR ANTICIPATED PROFITS, WHETHER OR NOT CLIQSET WAS AWARE OF OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, AND SO SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU.

THIS LIMITATION OF LIABILITY DOES NOT APPLY TO LIMIT CLIQSET'S LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT ONLY THAT IT ARISES AS A RESULT OF THE NEGLIGENCE OR WILLFUL MISCONDUCT OF CLIQSET OR OF ITS EMPLOYEES, AGENTS OR AUTHORIZED REPRESENTATIVES.

Section 10: Release and Indemnification

A) You hereby irrevocably and unconditionally release and covenant not to sue or pursue any other claim against Cliqset, or any of its licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims: (i) pertaining to Your Developed Applications or Your Developed Application Content, or any intellectual property you develop that is based on, uses, or relates to the Cliqset Application or any portion thereof; and/or (ii) which otherwise may arise in connection with your use of, reliance on, or reference to the Cliqset Application or the Cliqset Documentation.

B) You will indemnify, and hold harmless Cliqset, its customers and users, all third-party advertisers, technology providers and service providers, and each of their respective employees, directors and representatives, from and against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claims, actions or proceedings (any and all of which are "Claims") which in any way arise out of or are related to: (i) your use of the Cliqset Application (including, without limitation, any of the Cliqset Properties or Cliqset User Property) or the Cliqset Application Documentation; or (ii) Your Developed Application or the Your Developed Application Content, including but not limited to any infringement of any third-party rights; and (iii) your violation of any term or condition of this Agreement (including the Cliqset Site Terms of Use, the Cliqset Privacy Policy,or the Cliqset Application Documentation). At Cliqset 's option, you will assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, Cliqset may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you may not settle any such Claim without Cliqset 's prior written consent). Third party advertisers, technology providers and service providers are express and intended third-party beneficiaries of this Section 10 and as such will be entitled to directly enforce their rights hereunder.

Section 11: Applicable Law; Venue

The laws of the State of Florida, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Cliqset or any of our affiliates related to the subject matter hereof. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of Florida located in Duval County, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Florida located in Duval County.

Section 12: Arbitration

YOU AND CLIQSET AGREE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT, YOUR USE OF OR INABILITY TO USE THE CLIQSET APPLICATION, OR YOUR DEVELOPED APPLICATION(S) AND ANY OF YOUR DEVELOPED APPLICATION CONTENT SHALL BE CONFIDENTIAL, FINAL AND BINDING ARBITRATION IN JACKSONVILLE, FLORIDA, except that, to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark, trade secret rights or other intellectual property rights, or you have otherwise violated any provisions set forth in Section 2 ("Conditions of Use") above or any of the user conduct rules set forth in the Cliqset Site Terms of Use, then the parties acknowledge that injunctive or other appropriate relief may be sought in any court of competent jurisdiction.

Arbitration under this Agreement shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules (the "AAA Rules"). The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE CLIQSET APPLICATION, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the Cliqset Application, the Cliqset Site, Your Developed Application and/or any of Your Developed Application Content be instituted more than three (3) years after the cause of action arose. The provisions of this Section 12 will control over any inconsistent provisions of the Cliqset Site Terms of Use, solely in regard to disputes and claims of the types described above in this Section 12. The parties agree that each provision of this Section 12 is fundamental to this Agreement and that if any provision of this Section 12 is held to be invalid or unenforceable, the entire Section 12 shall be eliminated entirely.

Section 13: Termination

You may terminate this Agreement at any time by ceasing to use the Cliqset Application. You acknowledge and agree that Cliqset may at any time in its sole discretion, without liability, with or without cause and with or without notice: (a) terminate this Agreement; (b) terminate or suspend your access to the Cliqset Application, Cliqset Properties, Cliqset User Property (subject to the permission settings selected by the Cliqset User) and/or the Cliqset Site or any portion or feature of any of them; and/or (c) remove, block, delete or disable access to Your Developed Applications and/or or any of Your Developed Application Content, including without limitation if we determine, in our sole discretion, that Your Developed Application or any of Your Developed Application Content is unsuitable for the Cliqset Application, Cliqset Site or Cliqset Users. We further reserve the right, without liability, with or without notice and with or without cause, to discontinue the Cliqset Application and/or any portion or feature thereof for any reason and at any time in our sole discretion. Upon any termination or notice of any discontinuance, you must immediately stop your use of the Cliqset Application, and delete all Cliqset Properties in your possession or control (including from Your Developed Applications and your servers). Sections which by their nature are necessary to effect the purpose of this Agreement, together with any accrued but unpaid payment obligations you may have hereunder and any definitions that are necessary to give effect to the foregoing provisions, will survive any termination of this Agreement and will continue to bind you and us in accordance with their terms.

Section 14: Certain General Provisions

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the Cliqset Site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO STOP USING THE CLIQSET APPLICATION. YOUR CONTINUED USE OF THE CLIQSET APPLICATION FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE. No amendment or modification of this Agreement other than as provided above will be binding on Cliqset unless set forth in a writing signed by an authorized representative of both parties. Except as specifically provided herein, if any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and, upon Cliqset 's request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement and the rest of the Agreement shall remain in full force and effect. The failure by Cliqset to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of Cliqset to enforce such provision thereafter. This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns. This Agreement constitutes the entire agreement between you and Cliqset regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement or communication between you and Cliqset, whether written or oral, regarding such subject matter. You and Cliqset are independent contractors, and nothing in this Agreement is intended to or does create any type of joint venture, partnership or employer/employee relationship between you and Cliqset or its affiliates. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall not be binding on the parties hereto. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.

Section 15: Contact Information

If you have any questions regarding this Agreement or the Cliqset Application, please contact us at support@cliqset.com.   If you wish to send us a communication in writing, please send it to Cliqset, Inc., 1450 Suite #3, Jacksonville, FL 32207.