Last updated: October 14, 2025
Welcome to the GiaNina Media App (the "Application")! The Application is powered by GiaNina Media, LLC, a subsidiary of Clique Apps (individually and collectively "We," "Us," or "Our"), which has engaged with GiaNina (the "Artist") for the purpose of facilitating the delivery by the Artist of content and other Artist branded or endorsed materials to his/her Registered Fans (as defined below) through the Application. For purposes of these Terms of Service (these "Terms"), "Services" means, collectively, (i) the Application, (ii) any Application website and its related domains, (iii) any email notifications or other mediums, or portions of such mediums, through which you have accessed these Terms, and (v) any information, data, and content viewable on, contained in or downloadable from any of the foregoing ("Content"). "Content", unless indicated otherwise in these Terms, does not include "Technology" (as defined below) for purposes of these Terms. Capitalized but undefined terms in these Terms will have the meanings ascribed to them in our Privacy Policy.
We update these Terms from time to time. If you are an Artist or, if you are not an Artist but have an active subscription to the Application (i.e. if you are a "Registered Fan"), then we will alert you of any material changes via a pop-up prior to or while you are accessing your Application account, or by email, in our discretion. In all cases, your continued use of any Services after we make changes is deemed to be acceptance of all changes.
Please read these Terms carefully. You accept these Terms by clicking to accept or agree to these Terms (when this option is made available to you), through use of the Services, or by continuing to use the Services after a change to these Terms.If you do not agree with these Terms, or any portion of these Terms (including any portion of Our Privacy Policy), you must not access or use the Services.
DISCLAIMER: As further described in Sections 5, 6 and 18 below, all Content is made available to you on an "AS IS" basis without warranties of any kind, express or implied. We make no guarantee that any Content will be provided, and/or if provided, that it will done so in any particular manner or timeframe or that it will meet your requirements or otherwise be appropriate and unobjectionable. Additionally, Content and/or the scheduling of Content may be modified, postponed or canceled at any time for any or no reason (whether by or as the result of Us or the Artist) with or without notice. Content may not be accurate or complete and, due to changing circumstances or other causes, may change or ultimately prove to be inaccurate or incomplete. You acknowledge that We do not control or direct a large portion of the Content available on the Services, and as a result you agree that we will not be responsible for the same, whether offensive, inappropriate, obscene, unlawful, or otherwise objectionable.
PLEASE BE ADVISED THAT THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE ALL CLAIMS AND DISCLAIMERS OF WARRANTIES AND LIABILITY. THESE TERMS ALSO ALLOW YOU TO PURSUE CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. AS A RESULT, YOU MAY SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY ON AN INDIVIDUAL BASIS.
WE MAY IMMEDIATELY TERMINATE YOUR ACCESS TO THE SERVICES (IN WHOLE OR IN PART) IF YOU FAIL TO COMPLY WITH ANY PROVISION OF THESE TERMS, IF WE BELIEVE YOUR USE OF ALL OR ANY PORTION OF THE SERVICES WILL REFLECT POORLY ON US OR THE ARTIST, THE SERVICES OR OUR OR HIS/HER GOODWILL, OR IF WE OTHERWISE DEEM YOUR USE OF THE SERVICES TO BE ILLEGAL OR OTHERWISE INAPPROPRIATE, IN EACH CASE, IN OUR SOLE AND ABSOLUTE DISCRETION.
These Terms apply to all persons using or otherwise accessing the Services (in whole or in part), including Artists and Registered Fans. However, if you have entered into a separate written agreement with Us, such as in the case of the Artist, a Clique Apps App Development Agreement (an "Existing Agreement"), then these Terms only apply to you to the extent that they do not conflict with that Existing Agreement or to the extent that these Terms cover subject matter outside the scope of that Existing Agreement.
We are a technology services provider engaged by the Artist to power the Application and related materials for the purpose of the Artist's offering and provision of Content to Registered Fans. By using the Services, in whole or in part, you acknowledge and agree that: (a) We make no guaranty regarding or otherwise in respect of the Artist or any Registered Fans, including the Content to be offered and provided by the Artist (if any), or the number of Registered Fans (if any) that will purchase subscriptions to or otherwise make other purchases on, the Application or other portions of the Services; (b) We do not endorse, and make no representations or warranties regarding, the Artist, any Registered Fan or any Content including, without limitation, in the case of Content, the nature, timing or delivery thereof, or in the case of the Artist or any Registered Fan, the integrity, responsibility or actions of the Artist or any Registered Fan, whether in public, private or offline interactions; (c) your use and access to the Services (including any Content) is at your sole and exclusive risk, and you can and should conduct due diligence you deem necessary or appropriate before doing so; and (d) We are not and will not be responsible or liable for any acts or omissions of the Artist or any Registered Fan with which you engage on or through the Services, in whole or in part (as applicable). We do not employ the Artist or any Registered Fan and thus are not responsible for the conduct, whether online or offline, via the Application or otherwise, of the Artist or any Registered Fan. Content available on the Services is primarily user generated. We do not control or regularly vet any Content for accuracy. We do not assume and expressly disclaim any responsibility for the accuracy or reliability of any Content, and any liability that may result from any use of consumption thereof.
As an individual interacting with the Services in your individual capacity or on behalf of an entity, you represent and warrant that you have all right, power and authority to enter into these Terms on your own or such entity's behalf and bind yourself or such entity, as applicable, to these Terms. If you are entering these Terms on behalf of an entity, all references in these Terms to "you" and "your" will mean such entity.
You acknowledge that these Terms are supported by reasonable and valuable consideration, which you have received, and which is adequate. Such consideration includes your ability to access, use or interact with the Services. You represent and warrant that you have the capacity to be bound by these Terms.
The Services are intended to be accessed and used only by adults and are not directed to minors. If you are below the age of 18, you may access and participate in the Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms and our Privacy Policy.
You will access and use the Services solely in accordance with the conditions and limitations set forth in these Terms ("Permitted Use"). The Artist may have one or more "Authorized Users," which means collectively, the Artist and those persons expressly authorized by the Artist to access the Services on the Artist's behalf. Authorized Users must be subject to confidentiality, use restrictions and intellectual property provisions at least as restrictive and protective of Us as those set forth in these Terms.
You will not, and will not permit others to, directly or indirectly: (i) reverse engineer, decompile, disassemble, decode, adapt, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services and/or any underlying or related software, documentation or data (collectively, "Technology"); (ii) modify, translate, or create derivative works of, from or otherwise based on the Services or any Technology, in whole or in part; (iii) access and/or use the Services for timesharing or reselling purposes or otherwise for the benefit of a third party (except that Authorized Users may use the Services for the benefit of the Artist as expressly authorized by the Artist); (iv) upload to or otherwise use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or material in violation of third-party rights, including privacy rights; (v) upload to or otherwise use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example (but not by way of limitation), viruses, worms, time bombs and Trojan horses); (vi) interfere with or disrupt the integrity or performance of the Services or any Technology or Content (in whole or in part); (vii) attempt to gain unauthorized access to the Services, the Technology or any Content or any of their related systems or networks, or access or use the Services other than by an Authorized User through the use of his or her own then valid Access Credentials (as defined below); (viii) permit direct or indirect access to or use of the Services or any Content in a way that circumvents a contractual usage limit; (ix) frame or mirror the whole or any part of the Services (including any Technology or Content); (x) access the Services and/or the Technology (in whole or in part) in order to build a competitive product or service or forbenchmarking or competitive analysis; (xi) remove any proprietary notices or labels of or from the Services, the Technology or any Content; (xii) access or use the Services in any way that violates these Terms, any third-party rights (including those of the Artist, as applicable), or any appliable rules, regulations or orders having the force of law ("Laws"), including, without limitation, anti-spam, export control, privacy, or anti-terrorism laws and regulations; (xiii) use the Services (in whole or in part), or any information contained therein in any way that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise harassing, abusive, objectionable or offensive; (xiv) provide false or inaccurate information when registering an account on Us, using the Services or communicating with other registered users; (xiv) attempt to re-register with Us if we have terminated your account for any or no reason or terminate your registration and re-register in order to prevent a review from being associated with your account; (xv) disrupt the normal flow of communication or otherwise act in a manner that negatively affects other users' ability to engage in real-time exchanges; (xvi) claim a relationship with or to speak for any individual, business, association, institution, or other organization for which you are not authorized to claim such a relationship; or (xvii) collect or store personal data about other users.
Without limiting the generality of Section 4(b), except as expressly authorized by us or the Artist, you may not copy, reproduce, publish, distribute, modify, create derivative works of, rent, lease, sell, transfer, display, transmit, compile or collect, or in any manner commercially exploit any part of any Content, in whole or in part. You may not store any significant portion of any Content, whether archival files, computer-readable files, or any other medium. You also may not "mirror" any Content on any other server, except with our prior written consent. You may NOT download or print any number of copies of Content. No modifications of any of the Content are made except as may be expressly approved by us. You acknowledge the applicable Content contributor (or his or her licensors) are and will remain the owners of all Content and that you do not acquire any intellectual property rights in such Content by downloading or printing such Content. Any rights to or in any Content that are not expressly granted by these Terms are reserved by the applicable Content contributor (or his or her licensors).
To access the Services or parts thereof (such as the Application), you will be asked to provide certain registration details and other information. It is a condition of your use of the Services that all the information you provide on or via the Services is correct, current, and complete. You understand that our collection, use and disclosure of all such information is governed by our Privacy Policy, and you consent to all actions we take with respect to such information consistent with our Privacy Policy. We may (but are not obligated to) directly or through third parties, make any inquiries we consider necessary to validate your identity or other information provided by you to us.
You may be issued a username, identification number, password, link, or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual's identity and authorization to access and use the Services ("Access Credentials"). We encourage you to use strong Access Credentials (i.e., in the case of a password, one that is long, uses a mix of letters (upper and lower case), numbers and symbols, has no ties to your personal information, and no dictionary words) even if the Services permit simple Access Credentials. You have and will retain sole responsibility for the security and use of all Access Credentials, including for any losses that you or any third party may suffer as a result of the authorized or unauthorized use of any Access Credentials by any third party. We reserve the right to disable any Access Credentials at any time in Our discretion for any or no reason, including (without limitation) if, in Our opinion, you have violated any provision of these Terms.
We reserve the right to withdraw or amend all or any portion of the Services, and any service or material provided on the Services (including any Content), in our sole discretion with or without notice to you. Furthermore, your access and use of the Services or any Content may be interrupted from time to time for any of several reasons, including the malfunction of equipment, periodic updating, maintenance or repair of the Services or other actions that we or the Artist may, in our or his or her (as applicable) sole discretion, elect to take. We may also suspend or discontinue the availability of the Services or any portion or feature of the Services (including any Content) at any time in our sole discretion and without prior notice to you. From time to time, we may restrict access to some parts of the Services, or all of the Services, to users. We will not be liable if for any reason all or any part of the Services (including any Content) is unavailable at any time or for any period or at all. FOR THE AVOIDANCE OF DOUBT, CONTENT DELIVERY IS NOT GUARANTEED, AND WE OR THE ARTIST MAY POSTPONE, CANCEL OR OTHERWISE MODIFY ANY CONTENT (EVEN IF SCHEDULED) AT ANY TIME FROM TIME TO TIME AND FOR ANY OR NO REASON WITH OR WITHOUT NOTICE.
Some or a large portion of Content available on or through the Services is generated by our users (collectively, "User Generated Content"), including Artists and Registered Fans. "User Generated Content" includes, without limitation, Artist content and other Artist branded or endorsed materials made available by or on the Artist's behalf to Registered Fans, as well as text and other content contributed by non-Artist users to the Application, such as by Registered Fans during one or more chats and/or super chats. You acknowledge that We do not control or direct User Generated Content, and as a result agree that will not be responsible or liable to you in respect of the same, even if offensive, inappropriate, obscene, unlawful, or otherwise objectionable.
i. If you submit User Generated Content, then you acknowledge and agree that, once published or otherwise used by Us in accordance with our Privacy Policy, it cannot always be withdrawn. You assume all risks associated with any User Generated Content that you submit on or through the Services, including anyone's reliance on its quality, accuracy, or reliability, or any disclosure by you of information in such User Generated Content that makes you personally identifiable. By submitting such User Generated Content on or through the Services, you represent and warrant that you own, or have the necessary permissions to use and authorize the use of such User Generated Content as described in these Terms and our Privacy Policy and that such User Generated Content will complies with these Terms. You may not imply that such User Generated Content is in any way sponsored or endorsed by Us.
ii. You acknowledge that any User Generated Content that you submit on or through the Services may expose you to liability. For example, but not by way of limitation, you may be exposed to liability if such User Generated Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any Laws.
We are not involved in the preparation or actual transmission of User Generated Content. As a result, We do not approve or endorse User Generated Content, and you acknowledge and agree that we: (i) have no control over the quality, correctness, timeliness, safety, truth, accuracy or legality of any User Generated Content posted by you or any other person or entity; and (ii) will have no liability to you as a result of your submission or posting, access or use of, or reliance on, such User Generated Content. User Generated Content posted by other users may be inaccurate. Additionally, you may find User Generated Content posted by other users to be offensive, harmful, indecent, or deceptive. Please use caution and common sense, and do not rely solely on User Generated Content. Although We do not regularly review User Generated Content, We may, in our sole discretion and at any time, remove or edit any User Generated Content. You acknowledge and understand that We are under no obligation to enforce these Terms on your behalf against another user. Opinions, advice, statements, offers, or other information included in any User Generated Content, but not directly by Us, are those of their respective authors, who/which are solely responsible for such User Generated Content.
Except as expressly set forth in an Existing Agreement applicable to you and excluding personally identifiable information of users provided to us during the registration process, all User Generated Content will be treated as non-confidential and non-proprietary. Additionally, we may use User Generated Content as set forth in Our Privacy Policy. We have no obligation to retain or provide you with copies of any User Generated Content submitted by you on or through the Services, nor do We guarantee any confidentiality with respect to such User Generated Content. Accordingly, once you submit User Generated Content to Us, you thereby irrevocably grant us a world-wide, perpetual, non-exclusive, royalty-free, assignable, sub-licensable, transferable license and right to use the same as set forth in this Section. Please note that, by submitting User Generated Content then: (A) you also irrevocably grant other Services users the license and right to access and use such User Generated Content as determined by Us in our sole discretion; and (b) waive, and cause to be waived, against us, and users and providers of the Services any claims and assertions of moral rights or attribution with respect to the same.
You acknowledge and agree that we may delete any or all User Generated Content at any time in our sole discretion, and that copies of such User Generated Content may not be accessible, viewable or downloadable by you or any other user following such deletion. Accordingly, you must retain a copy of any User Generated Content uploaded by you if you want to access or use such User Generated Content in the future. We are not required to provide any notice of any such deletion, and will not liable for any failure to do so or otherwise in connection with any deletion of User Generated Content.
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable Law.
i. Notification. If you believe any materials accessible on or from the Services infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (the "DMCA"), Your written notice (the "DMCA Notice") must include substantially the following:
If you fail to comply with all of the requirements of the DMCA, your DMCA Notice may not be effective. Additionally, please be aware that, if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
ii. Counter Notification Procedures. If you believe that material you posted on the Services was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with Us (a "Counter-Notice") by submitting written notification to our Copyright Agent. Pursuant to the DMCA, a Counter-Notice must include substantially the following:
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.
iii. Copyright Agent. Our designated Copyright Agent to receive DMCA Notices and Counter-Notices is:
GiaNina Media, LLC Legal Department 401 E. California Ave. Suite 201OKC, OK 73104 support@cliqueapps.com
You may terminate your use of the Services at any time (in whole or in part), provided that if you are a Registered Fan that has purchased a paid subscription, any fees prepaid by you will be non-refundable as set forth below. We and the Artist reserve the right, in Our or his or her (as applicable) sole discretion, to immediately terminate your access to all or part of the Services (including to any Content), to remove your profile and/or any User Generated Content posted by or about you from the Services, and/or to terminate your account, with or without notice for any reason or no reason in Our (or the Artist's, as applicable) sole discretion, including, without limitation, if We determine that you are not eligible to use the Services, have violated these Terms, are not suitable for participation as a Registered Fan, have mis-used or mis-appropriated the Services or any Content (in whole or in part, and including any content made available thereon), including, but not limited to, use on a "mirrored," competitive, or third-party site, or have otherwise violated any provision of these Terms. On termination, We will be under no obligation to provide you with a copy of any Content. If we terminate your use of the Services, we have no obligation to notify you of the reason, if any, for your termination.
In order to utilize certain portions of the Services, you may be required to pay a recurring subscription, one-time, or other fees. You will be responsible for any state or local sales taxes associated with purchases made by you on or through the Services. The Artist, and not us, sets the fees and availability for the applicable Content to be delivered to Registered Fans. We take a fee as consideration for facilitating the Artist's delivery of content to Registered Fans through the Services. Unless otherwise stated, all fees and pricing are stated in U.S. Dollars. Any rights purchased by you on or through the Services are personal to you and may not be transferred under any circumstances.
You agree to pay Us all charges associated with the subscription or Content you choose, as applicable, and as described on the Services at the time you submit your payment information. You also authorize Us, or a third-party payment processor that works on Our behalf, to charge your chosen payment method according to the terms of your chosen subscription or Content, as applicable. We reserve the right to correct any errors or mistakes even if we have already requested or received payment. By making any purchase on or through the Service, you represent and warrant that you are authorized to use the payment card provided and are capable of entering into a contract under applicable Law.
i. ALL PAID MEMBERSHIP SUBSCRIPTIONS AND RECURRING FEE-BASED PURCHASES WILL CONTINUE INDEFINITELY UNTIL CANCELED BY THE USER. FOR PAID MEMBERSHIP SUBSCRIPTIONS, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF YOUR CHOSEN TERM PERIOD FOR AN ADDITIONAL EQUIVALENT PERIOD AT THE SUBSCRIPTION RATE AND FREQUENCY DISCLOSED TO YOU WHEN YOU ORIGINALLY SUBSCRIBED, UNLESS OTHERWISE PROVIDED AT THE TIME YOU SUBSCRIBED. IF YOU CHOOSE AN ANNUAL SUBSCRIPTION TERM, THEN YOU ACKNOWLEDGE AND AGREE THAT WE WILL BILL YOU (AND YOU WILL PAY) THE FULL AMOUNT OF THE MONTHLY FEE FOR THE ENTIRE SUBSCRIPTION TERM AT THE TIME YOU PURCHASE YOUR SUBSCRIPTION. ANNUAL SUBSCRIPTIONS MAY BE OFFERED AT A DISCOUNT, IN WHICH CASE YOU ACKNOWLEDGE AND AGREE THAT ANY PREPAID FEES ARE NON-REFUNDABLE AND NOTWITHSTANDING TERMINATION OF YOUR SUBSCRIPTION FOR ANY REASON. FOR OTHER PURCHASES WITH RECURRING FEES, YOU WILL BE CHARGED THE FEE ASSOCIATED WITH SUCH PURCHASE AT THE INTERVAL SPECIFIED AT THE TIME OF PURCHASE, UNTIL YOU EXPRESSLY CANCEL.
ii. You may cancel our update your paid membership subscription at any time [by following the instructions on your account settings page]. If you cancel a paid subscription, you typically will be permitted to use your subscription until the end of your then-current subscription term. Your paid subscription will not be renewed after your then-current term expires.
We or the Artist may from time to time make all or certain portions of the Services available at no charge ("Freemium Subscriptions"). If you register for one or more Freemium Subscriptions, you acknowledge and agree that you may have limited access to the Services and/or features thereof.
Except as We may otherwise agree in writing, all payments for subscriptions, services or products made on or through the Services are non-refundable, and there are no refunds or credits for unused or partially used subscriptions, services or products, even if you cancel your membership or a subscription, service, or product in the middle of a term.
The Services include access and other capabilities in connection with the mobile Application (collectively, "App Services"). Currently, we expect to make Our App Services available only to Artists and Registered Fans. Please note that App Services may not contain or permit all features and/or functionalities associated with other parts of the Services.
By using App Services, you: (i) acknowledge that these Terms are between you and Us and not with Apple, Inc., Google, Inc. or any other third-party; (ii) agree not to use or manipulate App Services on your mobile device while driving or operating any other heavy machinery; (iii) acknowledge that certain parts of App Services may require phone service, data access or text messaging capability. Except as otherwise noted, carrier rates for phone, data and text messaging will apply; and (iv) acknowledge that We may, in our sole discretion and at any time, change, suspend, remove or disable access to Content or other materials comprising part of App Services at any time without notice. In no event will We be liable for making these changes. We may also impose limits on the use or access of certain features or portions of App Services, in any case without notice or liability.
Any App Services made available are licensed, not sold, to you. Your license to the App Services is subject to your prior acceptance of these Terms and you agree that these Terms will apply to the App Services that you license. We reserve all rights in and to any App Services not expressly granted to you under these Terms. The license granted to you for any App Services is a limited, non-exclusive and nontransferable license to: (i) download, install and use the App Services for your personal, non-commercial use on a single, compatible mobile device that you own or control ("Mobile Device"), as permitted by these Terms and subject to any additional rules and restrictions imposed upon you by third parties, such as rules and restrictions imposed by your mobile device provider and your mobile application store provider ("Third-Party Rules"); and (ii) access, stream, download and use on such Mobile Device and the Content made available in or otherwise accessible through the App Services, strictly in accordance with these Terms. For the avoidance of doubt, this license does not allow you to use any App Services on any Mobile Device that you do not own or control, and you may not distribute or make any App Services available over a network where it could be used by multiple devices at the same time. If you sell or otherwise transfer your Mobile Device to a third party, you must remove any App Services from the Mobile Device before doing so.
We may, at any time and from time to time with or without notice to you, in our sole discretion develop and provide App Services updates, which may include upgrades, bug fixes, patches and other error corrections or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. We have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either: (i) the Application will automatically download and install all available Updates; or (ii) you may receive notice of or be prompted to download and install available Updates. You must promptly download and install all Updates and acknowledge and agree that the App Services or portions of such App Services may not properly operate should you fail to do so. The terms of this license will govern any Updates, unless such Update is accompanied by a separate license in which case the terms of that license will govern.
You acknowledge and agree that: (i) one or more of the functionalities, services or merchandise available on or via the Services may made available by third parties ("Third-Party Service Providers" and such functionalities, services or merchandise, "Third-Party Materials"); (ii) certain aspects of the Services rely on API integration for certain features and functions, but that API integration has its own inherent level of unpredictability and inconsistency that is out of Our control, and that as such We will have no liability for downtime of any Services caused by API integration failures; (iii) Third-Party Service Providers may impose restrictions on purchase and/or use of the particular Third-Party Material, in addition to other terms and conditions, including without limitation, those set forth in any applicable terms and conditions agreed to by or otherwise made available to you (collectively, "Third-Party Requirements"); (iv) you are solely responsible for compliance with, and will ensure that you and all Authorized Users comply with, all Third-Party Requirements; and (v) We may at any time terminate and/or discontinue any Third-Party Materials, including as a result of termination of Our relationship with the applicable Third-Party Service Provider. ALL THIRD PARTY MATERIALS ARE MADE AVAILABLE VIA THE SERVICES "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED OR OTHER.
Links from the Services to external sites or inclusion of advertisements and other third-party content on the Services (including User Generated Content), do not constitute an endorsement by Us of such sites or the content, products, advertising and other materials presented on such sites or of the products and services that are the subject of such third-party content, but are for Our users' reference and convenience. We do not control third-party sites or content, and as a result are not and will not be responsible for them. Such sites and content are governed by their respective owners' terms of use and privacy policies, and not these Terms (including Our Privacy Policy). We expressly disclaim any liability derived from the use and/or viewing of such links or content that may appear on the Services, and you hereby agree to hold Us harmless from any liability that may result from the use of such links or content.
As between you and Us, you will own all right, title and interest in and to content, materials or data provided by you or your Authorized Users to Us or via the Services, including any User Generated Content submitted by you to us (collectively, "Your Materials"). We or Our licensors will own and retain all right, title and interest in and to the following (collectively, "Our Property"): (i) the Services, including the Application, the Technology, and all improvements, enhancements or modifications to any of the foregoing; (ii) any work product, including any software, applications, inventions or other technology or intellectual property developed, authored and/or reduced to practice in connection with the Services ("Results"); (iii) the "Clique Apps" and "GiaNina Media" names, brands, marks and other similar intellectual property; (iv) any suggestion, enhancement request, recommendation, correction or other feedback provided by you or your Authorized Users relating to the subject matter of these Terms (collectively, "Feedback"); (v) any and all performance data, test or evaluation results, or other metrics derived from the Services, including the Application and Aggregated Data (as defined below); and (f) all intellectual property rights related to any of the foregoing. We expressly reserve all other rights in and to the foregoing. During and after the term of your use of the Services, each of you and We will cooperate with the other to do any and all things which reasonably necessary or desirable to establish, maintain, protect and enforce Our or your exclusive ownership of the property identified in this Section.
Notwithstanding anything to the contrary, and to the extent not prohibited by Law, We will have the right to collect and analyze Your Materials and other information relating to the provision, use and performance of various aspects of the Services (including the Application and Technology, and including, without limitation, Your Materials and data derived therefrom), and will be free (during and after the term of your use of the Services) to: (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services, including the Application, the Technology and/or Our other product or service offerings; and (ii) use and disclose such information and data solely in aggregate or other de- identified form in connection with Our business without disclosing your identity, or the identity of any of your individual Authorized Users ("Aggregated Data"). No rights or licenses are granted except as expressly set forth herein.
Any improvements, enhancements or other modifications created, prepared, produced, authored, edited, amended, conceived or reduced to practice by Us (whether alone or together with you or any other third party or parties) arising out of or relating to Feedback are and will remain Our sole and exclusive property.
We use Your Information as set forth in our Privacy Policy. Our Privacy Policy is hereby incorporated into these Terms by reference.
By using the Services, you agree to allow Us to communicate with you electronically, and you consent to electronic delivery of notices, documents, and other materials from Us or the Services, via the Application or e-mail. If you are an Artist or a Registered Fan, you also agree to check your account for alerts and messages, and the e-mail account reflected on your account on a reasonably regular basis to stay apprised of important notices and information about your account.
The Services are controlled, operated and administered by us from our offices within the United States of America. We make no representations that the Services or any Content are permissible, appropriate or available for use in other jurisdictions. If you use the Services or any Content from a location outside the United States, then you do so by your own volition and you are solely responsible for compliance with all applicable Laws (including local laws and any applicable United States export control laws). You must not access or use the Services or any Content in a manner prohibited by any applicable Laws.
You may link to certain portions of the Services, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on Our part without Our prior written consent.
The Services may provide certain social media features that enable you to: link from your own or certain third-party websites to certain content available on the Services; send e-mails or other communications with certain content, or links to certain content available on the Services; or cause limited portions of Content to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by Us, solely with respect to the content with which they are displayed, and otherwise in accordance with these Terms and any additional terms and conditions that We may provide with respect to such features. Subject to the foregoing, you must not: (i) establish a link from any website that is not owned by you; (ii) use the Services or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any website; or (iii) otherwise take any action with respect to the materials on available on the Services that is inconsistent with any other provision of these Terms.
Any website from which you are linking, or on which you make certain Content accessible, must comply in all respects with these Terms. You agree to cooperate with Us in causing any unauthorized framing or linking to immediately cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice at our discretion.
You will indemnify, defend and hold Us harmless from and against any and all claims, losses, damages, judgments, liabilities costs, and expenses (including attorneys' fees and the costs of enforcing this provision and of pursuing any insurance providers) arising from or relating to: (i) any of Your Materials, including any use, disclosure or storage of the same by Us or on Our behalf in accordance with these Terms; (ii) your failure to comply with any applicable Laws, or any of your other obligations, covenants, representations and warranties set forth in these Terms; or (iii) your access or use of the Services or any Content, in whole or in part.
THE SERVICES (INCLUDING THE TECHNOLOGY AND ALL CONTENT) ARE PROVIDED "AS IS" AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE WITH RESPECT TO THE SAME. Without limiting the generality of the foregoing:
You acknowledge that all or a portion of the Services and any Content may be temporarily unavailable for any reason, including scheduled maintenance, unscheduled emergency maintenance, force majeure or for other reasons affecting us, the Artist (as applicable) or our other applicable Third Party Service Providers, or because of other causes beyond Our or the Artist's control. WE DO NOT WARRANT THAT ACCESS TO THE SERVICES OR ANY CONTENT WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY THAT THE SERVICES, ANY CONTENT (IN WHOLE OR IN PART) WILL BE PROVIDED AT ANY PARTICULAR INTERVALS OR AT ALL, OR IF PROVIDED, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, ACHIEVE ANY PARTICULAR RESULT, INCLUDING YOUR COMPLIANCE WITH ANY APPLICABLE LAWS, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE, OR BE AGE APPROPRIATE OR UNOFFENSIVE.
WE DO NOT: (i) WARRANT THE ACCURACY, ADEQUACY, COMPLETENESS OR APPROPRIATENESS OF ANY CONTENT AVAILABLE ON, THROUGH OR AS A RESULT OF THE SERVICES AND HEREBY EXPRESSLY DISCLAIM ANY LIABILITY FOR THE SAME, INCLUDING ANY ERRORS OR OMISSIONS OR UNLAWFUL OR OTHERWISE OFFENSIVE ACTIVITIES DEPICTED IN THE SAME; OR (ii) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN US (INCLUDING THE ARTIST). ALL CONTENT AVAILABLE ON, THROUGH OR AS A RESULT OF THE SERVICES IS PROVIDED FOR YOUR INFORMATIONAL PURPOSES ONLY. THIS INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. IN NO EVENT WILL WE BE LIABLE IN ANY WAY WITH REGARD TO SUCH CONTENT. YOUR CONSUMPTION OR OTHER USE OF ANY SUCH CONTENT IS AT YOUR SOLE AND EXCLUSIVE RISK.
NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR THE CONTENT (INCLUDING AN USER GENERATED CONTENT), WILL CREATE ANY WARRANTY REGARDING US OR ANY OF THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU USE THE SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN THE CONTENT (INCLUDING ALL USER GENERATED CONTENT AND OR OTHER CONTENT AVAILABLE THROUGH THE SERVICES), AT YOUR OWN DISCRETION AND RISK. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES OR ANY CONTENT, YOUR DEALINGS WITH ANY THIRD PARTY, AND YOUR CONSUMPTION OR OTHER USE OF ANY CONTENT (INCLUDING ALL USER GENERATED CONTENT OR OTHER CONTENT AVAILABLE THROUGH THE SERVICES). YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PERSON OR PROPERTY, OR THE LOSS THEREOF OR OF ANY DATA THAT MAY RESULT FROM THE USE OF THE SERVICES OR THE USE OF ANY CONTENT (INCLUDING USER GENERATED CONTENT OR OTHER CONTENT AVAILABLE THROUGH THE SERVICES). We do not control or direct User Generated Content, and as a result will not be responsible for the same, whether offensive, inappropriate, obscene, unlawful, or otherwise objectionable.
ALL THIRD-PARTY MATERIALS INCLUDED IN OR OTHERWISE MADE AVAILABLE VIA THE SERVICES ARE PROVIDED "AS IS" AND SUBJECT TO ANY APPLICABLE THIRD-PARTY SERVICE PROVIDER TERMS AND CONDITIONS. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY SERVICES IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY SERVICE PROVIDER.
IN NO EVENT WILL WE OR ANY OF OUR LICENSORS (INCLUDING THE ARTIST), SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR THE PROVISION OF THE SERVICES OR ANY CONTENT TO UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (ii) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES OR ANY CONTENT (IN WHOLE OR IN PART); (iii) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF YOUR DATA, OR A BREACH OF DATA OR SYSTEM SECURITY; OR (iv) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL WE OR ANY OF OUR LICENSORS (INCLUDING THE ARTIST) BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, OR OTHERWISE, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE CONSUMPTION OR USE OF THE SERVICES OR ANY CONTENT, INCLUDING WITHOUT LIMITATION, FINANCIAL LOSS, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM ANYONE'S CONSUMPTION OF OR RELIANCE ON CONTENT AVAILABLE BY OR AS A RESULT OF THE SERVICES.
IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF OURS AND OUR LICENSORS (INCLUDING THE ARTIST_, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU TO US UNDER THESE TERMS DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR, IF YOU HAVE NOT PAID US FOR THE USE OF ANY SERVICES, THE AMOUNT OF $25.00. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these state laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you. In the event that the foregoing is determined or held to be inapplicable or unenforceable by any court, arbitration panel or other tribunal, then the statute of limitations for the State of Florida, including Chapter 95, Florida Statutes, will apply to any such action, claim, dispute or proceeding referred to final or binding arbitration.
You acknowledge that We may be irreparably damaged if these Terms are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of these Terms by you, We will be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, or to a decree for specific performance of the provisions of these Terms. You agree that (notwithstanding Section 20 below) we may bring any action or proceeding with regard to such injunction restraining such breach or threatened breach in the courts of record of Palm Beach County, Florida, or the United States District Court, Southern District of Florida, West Palm Beach Division. You consent to personal jurisdiction over you by such court and to the exclusive jurisdiction of such court, and waive any objection to the laying of venue of any such action or proceeding in such court.
These Terms are governed by and construed in accordance with the internal laws of the State of Florida, without regard to conflicts of law principles. You agree that the Services will be deemed: (i) based solely in the State of Florida; and (ii) a passive service that does not give rise to personal jurisdiction over us and our assigns, either specific or general, in jurisdictions other than the State of Florida.
Any civil action, claim, dispute or proceeding arising out of or relating to this or any previous version of these Terms, your use of or access to the Services, including any Content (except for an injunctive action regarding a breach or threatened breach of any provision of these Terms by you as provided above) will be resolved exclusively through final and binding arbitration, before a single arbitrator, rather than in court.
i. Before initiating arbitration, you acknowledge and agree that you will first give us an opportunity to resolve your problem or dispute. This includes sending a written description of your problem or dispute to us including, but not limited to, information or representations related to the Services and upon which you rely to support@cliqueapps.com Attn: Legal Dispute. You agree to negotiate with us in good faith about your problem or dispute.
ii. Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. You and We agree that the arbitrator will apply the terms of these Terms as a court would.
iii. The arbitrator, and not any federal, state or local court or agency, will have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, and to arbitrate any part of these Terms, including any claim that all or any part of this section or these Terms is void or voidable.
iv. The arbitration will be conducted by the American Arbitration Association (the "AAA") exclusively in Palm Beach County, Florida, under the AAA's rules and procedures, including the AAA's Consumer Arbitration Rules (as applicable), as modified by this section. The AAA's rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA's site at http://www.adr.org.
v. You and We will select the arbitrator, and if you and We are unable to reach agreement on selection of the arbitrator within 30 days after the notice of arbitration is served, then the AAA will select the arbitrator. Arbitration will not commence until the party requesting arbitration has deposited U.S. $1,000 with the arbitrator for the arbitrator's fees and costs. Subject to the foregoing, payment of all filing, administration and arbitrator fees will be governed by the AAA's applicable consumer rules. The parties shall be responsible for their own attorneys' fees and costs in arbitration, unless they are authorized by law or the arbitrator determines that a claim was frivolous or brought for an improper purpose or in bad faith.
vi. The arbitration hearing will commence within sixty (60) days after the appointment of the arbitrator and the hearing will be completed and an award rendered in writing within sixty (60) days after the commencement of the hearing. Prior to the hearing, each party will have the right to take up to four (4) evidentiary depositions, and exchange two (2) sets of document production requests and two sets, each, of not more than ten (10) interrogatories.
vii. The arbitrator will decide the substance of all claims exclusively in accordance with the laws of the State of Florida, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator will not be bound by rulings in prior arbitrations involving our other users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law.
viii. Judgment on any award rendered by the arbitrator is final, binding and conclusive on you and us and your and our respective administrators, executors, legal representatives, successors and assigns, and may only be entered in the state or federal courts of record for Palm Beach County, Florida.
ix. With the exception of disclosures to affiliates and legal counsel, all negotiations and arbitration proceedings related to a dispute (including a settlement, award, or the documents and briefs exchanged or produced during arbitration) are confidential and may not be disclosed by the parties except to the extent necessary for interim measures or conservatory relief, the enforcement of an arbitration award, or as required by law.
YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. THEREFORE, YOU DO NOT HAVE THE OPPORTUNITY TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS AND YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. BY USING THE SERVICES, YOU CONSENT TO THESE RESTRICTIONS.
Unless you and we agree otherwise in writing, in the event that any provision of this section is found not to apply to you or to a particular claim or dispute as a result of a decision by the arbitrator or a court order, any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in Palm Beach County, Florida. You and we will submit to the personal jurisdiction of the courts located within Palm Beach County, Florida for the purpose of litigating all such claims or disputes.
You may not assign these Terms or your rights to use all or any portion of the Services without Our prior written consent. No delay or omission by Us to exercise any right or power under these Terms will impair any such right or power or be construed as a waiver thereof. A waiver by Us in any one instance of any of the covenants, conditions or agreements to be performed by you will not be construed as a waiver with respect to any succeeding instance in which the same provision may apply. We may update, amend or change these Terms at any time, provided that, if you are an Artist or a Registered Fan, then we will alert you of any material changes via a pop-up prior to or while you are accessing your Application account, or by email, in our discretion. In all cases, your continued use of the Services after we make changes is deemed to be acceptance of all changes. The headings contained in these Terms are for convenience of reference only, are not to be considered a part of these Terms and will not limit or otherwise affect in any way its meaning or interpretation. These Terms are for the sole benefit of the parties and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of these Terms. If any provision of these Terms is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of these Terms, which will remain in full force and effect. These Terms represent the entire understanding and agreement between Us and you with respect to the subject matter hereof, and supersede all other negotiations, understandings and representations (if any) made by and between such parties, whether orally or in writing.
If you have any questions or need further information as to the Services, please contact us via email at: support@cliqueapps.com.
