Terms of Use

Clude Inc. Terms of Use or Terms of Service

TERMS OF USE

Clude, Inc. (“we”, “our” or “us”) operates the app and website Clude (collectively, the “App”) which allows you to connect with others in real time so you can include them in an unlimited number of situations, and provides certain other features, content, contests, or applications offered from time to time (collectively, the “Services”).

This Terms of Use Agreement (“Agreement”) includes our policy for acceptable use of the Services and governs your rights, obligations and restrictions regarding your use of the Services and the App. You are only authorized to use the Services and/or App if you agree to abide by all applicable laws and this Agreement. By using the Services and/or App, you agree to be bound by this Agreement.

Because your privacy is important to us, this Agreement also incorporates, by this reference, our Privacy Policy which explains how we collect and use your content and information. Please read the Privacy Policy.

In order to participate in certain Services, you may be notified that you are required to agree to additional terms and conditions and such additional terms are hereby incorporated into this Agreement by this reference.

We may modify this Agreement from time to time and such modification shall be effective upon posting on the App. You will be deemed to have agreed to any such modifications by your further use of the App or Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. If you do not agree with the modifications, please leave the App and discontinue use of the Services immediately.

I.          YOUR ACCOUNT / PASSWORD SECURITY / SUSPENSION, TERMINATION

In order to access some features of the App or to use certain of the Services, you may be required to register an account to make use of the Services (an "Account").  When creating or updating an Account, you are required to provide us with certain personal information, which may include your name, birth date, e-mail address, and, in some cases, payment information. This information will be held and used in accordance with our Privacy Policy.

You may never use another's Account without permission or permit another to use your Account. You may not create more than one Account. You are prohibited from registering a new Account if you have previously had an Account terminated.

You are responsible for (i) keeping confidential any password that you created to use any aspect of the App requiring registration and (ii) restricting access to your computer. You agree to accept full responsibility for all activities that occur within your Account. You must notify us immediately of any breach of security or unauthorized use of any of your Account.

Although we will not be liable for your losses caused by any unauthorized use of your Account, whether with or without your knowledge, you may be liable for our losses or the losses of our third-party content providers, merchants, advertisers, sponsors, service providers and licensors  (collectively, "Clude Providers") due to such unauthorized use. 

Without limiting anything in this Agreement, we reserve the right, in our sole discretion, to restrict, suspend, or terminate your Account and/or your access to all or any part of the App or Services at any time, for any or no reason, with or without prior notice, and without liability, including in the event we stop offering the Services. We expressly reserve the right to restrict, suspend and/or terminate your access to any part of the App or Services if we determine, in our sole discretion, that you have violated any of the terms of this Agreement. 

II.        ONLINE CONDUCT

You, as a user, agree to use the App only for lawful purposes. Specific prohibited activities include, but are not limited to:

Any conduct by you in violation of the foregoing prohibitions may result in the suspension or termination of your Account and your access to the App or Services.

III.       CONTENT

A.         Proprietary Rights

With the exception of Content posted by users of the App (“User Submissions”), all materials contained on the App, including all aspects of the Services and the software, graphics, text and look and feel of the sites, and all trademarks (including CLUDETM), copyrights, patents and other intellectual property rights related thereto (“Proprietary Materials”), are owned or controlled by Clude, Inc., our subsidiaries or affiliated companies, our third party licensors, and/or our advertising partners.  You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any Proprietary Materials, or any other protectable aspects of the App, in whole or in part.  Subject to your compliance with this Agreement and any other relevant policies related to the App or Services, we grant you a non-exclusive, non-transferable, revocable limited license subject to the limitations herein to access the App and use the Services and Proprietary Materials for your own non-commercial entertainment purposes in connection with the Game. You agree not to use the Service for any other purpose.

B.         Distribution/Uploading Of Content

You are prohibited from posting on or transmitting through the App (e.g., through uploaded content, an author chat or user forum, online review or comment posted on the App) any Content that infringes upon a third party’s intellectual property rights or is defamatory, damaging, illegal, or offensive.  

Without limiting the foregoing, you may not post, modify, distribute, or reproduce in any way on the App any copyrighted material, trademarks, or other proprietary information belonging to others unless you have first obtained the prior written consent of the owner of such proprietary rights. It is our policy to terminate the account of anyone who repeatedly infringes the copyright rights of others upon our receipt of proper notification from the copyright owner or the copyright owner’s legal agent.

By submitting Content (“Your Content”) to any user-submission areas of the App, including, without limitation, uploading any materials or participation in any chats or forums, you automatically grant us, or warrant that the owner of such Content has expressly granted us, the royalty-free, irrevocable, sublicensable and transferable, non-exclusive right and license to use, reproduce, publish, translate, prepare derivative works of, copy, perform and distribute Your Content, including all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content, in whole or in part worldwide. You also hereby grant each user of the App a non-exclusive license to access Your Content through the App, and to use, reproduce, distribute, display and perform Your Content as permitted through the functionality of the App and under this Agreement.  The above licenses granted by you in Your Content are perpetual and will only terminate if you’ve requested the removal or deletion of Your Content from the App (such license will terminate within a commercially reasonable time after your request to remove or delete Your Content).  You understand and agree, however, that we may retain, but not display, distribute, or perform, server copies of Your Content that have been removed or deleted.

Subject to these grants, you retain any and all rights which may exist in Your Content.

We may disclose any of Your Content or electronic communication of any kind (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate our App; (iii) to protect the rights or property of Clude, Inc. and our officers, directors, employees and agents; or (iv) to protect the Clude Providers and any other user.

C.         Representations and Warranties

You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all of Your Content and to enable inclusion and use of Your Content in the manner contemplated by the App and this Agreement.  You further represent and warrant Your Content will not defame any third party and that the use of Your Content on the App will not violate or infringe upon the intellectual property rights, or the rights of privacy or publicity, of any third party.

D.        Third-Party Content & User Submissions

You acknowledge that Clude, Inc. is an online service provider that may post content supplied by third parties and users. We have no more editorial control over the Content posted by such third parties (including User Submissions) than does a public library or newsstand. Any opinions, advice, statements, judgments, services, offers, or other information that constitutes part of the Content expressed or made available by third parties, including User Submissions, are those of the respective authors or distributors and not of Clude, Inc. or its affiliates or any of their officers, directors, employees, or agents. While we retain the right to filter or reject User Submissions and other Content posted by third parties, we review User Submissions and other third party Content in a limited gate-keeper fashion and have no obligation to investigate whether any Content or other User Submissions violate any term of this Agreement and will not do so in most cases.  We neither endorse nor are responsible for the User Submissions or any other Content posted to the App by anyone other than Clude, Inc..  

Just as you retain complete ownership of Your Content (subject to the license to us granted above), all other users of the App retain ownership of their User Submissions.  You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any User Submissions in whole or in part.

IV.       NOTICE OF INFRINGEMENT

Without limiting the foregoing, if you believe that any Content, including User Submissions, or other materials, posted on the App constitutes an infringement of your copyrights, we will respond promptly to any properly submitted notice containing the information detailed below.  Pursuant to Title 17, United States Code, Section 512(c)(2), written notifications of claimed copyright infringement should be sent to our Designated Agent at the following contact information: info@cludeme.com.

To be effective, the notification must be a written communication that includes the following:

1.          A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

2.          Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

3.          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;

4.          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;

5.          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;

6.          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.

V.         NON-COMMERCIAL USE

The App is for your personal use only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. Any use of the App or Services in violation of this provision, including communicating any advertisement or solicitation, or collecting usernames and/or email addresses of account holders by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the App, is prohibited.


VI.       AGE OF USERS

We do not intend the App to be used by minors under the age of 13.  Furthermore, we do not market the App for use by minors under the age of 13.  If you are between the ages of 13 and 17, you must obtain your parent or legal guardian’s permission before establishing an Account or making use of the Services.  By doing either, you represent that your legal guardian has reviewed and agreed to this Agreement.

VII.      ELECTRONIC COMMUNICATIONS

When you visit the App or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications be in writing.

VIII.    LINKS

The App may contain links to websites operated by third parties. We do not monitor or control the linked sites and make no representations regarding, and are not liable or responsible for the accuracy, completeness, timeliness, reliability or availability of, any of the content uploaded, displayed, or distributed, or products, or services available at these sites. If you choose to access any third party site, you do so at your own risk. The presence of a link to a third party site does not constitute or imply our endorsement, sponsorship, or recommendation of the third party or of the content, products, or services contained on, or available through, the third party site.

We reserve the right to disable links from or to third party sites.

IX.       THIRD-PARTY MERCHANTS / PROVIDERS

The App may enable you to order and receive products, information and services from businesses that are not owned or operated by us. The purchase, payment, warranty, guarantee, delivery, maintenance, and all other matters concerning the merchandise, services or information, opinion or advice ordered or received from such businesses are solely between you and such businesses. We do not endorse, warrant, or guarantee such products, information, or services, and is not liable for the accuracy, completeness, or usefulness of such information or the quality of availability of such products or services. We will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of such products, services, or information, or for ensuring the confidentiality of your credit card information. Any separate charges or obligations you incur in your dealings with these third parties are your responsibility and are not part of the fee, if any, charged for the Services.

In addition, the App may require that you establish an account with a third party service provider not owned or operated by us.  Your agreement and understanding with any such third party service provider is solely between you and such service provider. We will not be a party to or in any way be responsible for your agreement with such third-party service provider.  Any disputes you may encounter with such third party service provider shall be settled solely between you and the service provider.

X.         DISCLAIMERS AND LIMITATION OF LIABILITY

THE APP IS PROVIDED BY US AND OUR WEBHOST ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANY CLUDE PROVIDER MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OF THE APP, OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED THEREON; (II) THAT USE OF THE APP WILL BE 100% SECURE, UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION, CONTENT, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE APP; OR (IV) THAT THE APP, ITS SERVERS, OR EMAIL SENT FROM OR ON BEHALF OF CLUDE, INC. ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNDER NO CIRCUMSTANCES SHALL WE OR ANY CLUDE PROVIDER BE LIABLE FOR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE APP, INCLUDING BUT NOT LIMITED TO RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM THE APP OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO CLUDE, INC.’S RECORDS, PROGRAMS, OR SERVICES. YOU HEREBY ACKNOWLEDGES THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, AND SERVICES AVAILABLE THROUGH THE APP.

NEITHER WE NOR ANY CLUDE PROVIDER WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF THE APP OR THE PURCHASE OF ANY PRODUCT THEREFROM, EVEN IF WE OR SUCH CLUDE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  UNDER NO CIRCUMSTANCES WILL CLUDE, INC. BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID CLUDE, INC. IN THE ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM AND IF YOU HAVE NOT PAID ANY AMOUNTS DURING THAT TIME PERIOD, YOU ACKNOWLEDGE THAT YOUR SOLE REMEDY SHALL BE TO CEASE USING THE SERVICES AND TERMINATE YOUR ACCOUNT.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO A USER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO SUCH USER, AND SUCH USER MAY HAVE ADDITIONAL RIGHTS.

XI.       INTERNATIONAL USE

The App is intended solely for users within the United States of America.  Accessing materials on the App by persons in certain countries other than the U.S. may not be lawful, and we make no representation that materials on the App is appropriate or available for use in locations outside the United States. If you choose to access the App from outside the United States, you do so at your own risk and initiative, and are responsible for compliance with any applicable laws.

XII.      APPLICABLE LAW; JURISDICTION 

The App is created and controlled by us in the State of California. As such, the laws of the State of California will govern these Terms of Use, without giving effect to any provisions of California law that direct the choice of another state’s laws.

You hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of California and of the United States of America located in the State of California for any litigation arising out of or relating to use of or purchase made through the App (and agree not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation in the California Courts and agree not to plead or claim in any California Court that such litigation brought therein has been brought in an inconvenient forum.

XIII.    BINDING ARBITRATION

Any controversy or claim arising out of or relating to this Agreement or any related agreement, their enforcement or interpretation, or because of an alleged breach, default or misrepresentation in connection with any of their provisions, shall be determined by binding arbitration.  The arbitration proceedings shall be held and conducted by a single arbitrator in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (the “JAMS Rules”), as modified by this Agreement.  Such arbitration shall occur in Los Angeles, California, and be initiated by any party in accordance with the JAMS Rules.  The demand for arbitration shall be made by any party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceeding, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations.  Discovery issues shall be decided by the arbitrator.  Post-hearing briefs shall be permitted.  The arbitrator shall render a decision within twenty (20) days after the conclusion of the hearing(s).  In reaching a decision, the arbitrator shall have no authority to change, extend, modify or suspend any of the terms of this Agreement, or to grant an award or remedy any greater than that which would be available from a court under the statutory or common law theory asserted.  The arbitrator shall issue a written opinion that includes the factual and legal basis for any decision and award.  The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of California or federal law, or any of them, as applicable to the claim(s) asserted.  Judgment on the award may be entered in any court of competent jurisdiction.  The parties may seek, from a court of competent jurisdiction, provisional remedies or injunctive relief in support of their respective rights and remedies hereunder without waiving any right to arbitration.  However, the merits of any action that involves such provisional remedies or injunctive relief, including, without limitation, the terms of any permanent injunction, shall be determined by arbitration under this paragraph.  Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The arbitrator shall allocate all costs and expenses of the arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses).

XIV. INDEMNITY

You agree to indemnify and hold Clude, Inc., the Clude Providers, our subsidiaries, and affiliates, and our respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the App or Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the App or through the Services causes us to be liable to another. 

XV.    SEVERABILITY

The provisions of this Agreement are intended to be severable. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

XVI.   OTHER

This Agreement is deemed accepted upon any use of the App or any of the Services. This Agreement constitutes the entire agreement between you and us regarding the use of the App and Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

XVII.   APPLE AND OTHER THIRD PARTY APP MARKETPLACES

These Terms of Use are between you and Clude, Inc. only, not with Apple or any other third party through which you may have purchased the App (“Marketplaces”). The Marketplaces are not responsible for the App or our Services. The Marketplaces have no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, then you may notify the applicable Marketplace and it may refund the purchase price for the App to you. To the maximum extent permitted by applicable law, the Marketplace has no other warranty obligation whatsoever with respect to the App. The Marketplaces are not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation or (iv) claims that the App infringes upon a third party’s intellectual property rights.

MODIFICATION

We reserve the right to make changes to the App, posted policies and these Terms of Use at any time without notice.

Please contact us at info@cludeme.com with any questions regarding this Agreement.