1 Chapter 1 | Splikity Terms of Use

BY DOWNLOADING OR USING ANY PORTION OF THE SPLIKITY WEBSITE AND/OR SPLIKITY APPLICATIONS OR WHITE LABELED VERSION OF ANY SPLIKITY PRODUCT (“SPLIKITY APPLICATIONS”) YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS.

These Terms of Use (“Terms”) contain the terms and conditions that govern your access to and use of the Splikity Applications, white labeled software, other software, maintenance, and any other service related to the Website or Splikity Applications (collectively, the “Services”) and is an agreement between Clarcore, LLC (“Splikity”, “we”, “us”, or “our”) and you. If you disagree with any of the terms below, we do not grant you the right to use the Services and you should immediately discontinue all use of the Services.

1. Registration

2. The Splikity Applications

3. Subscription Fees, Payment Terms, and Refund Policy

4. Your Account, Restrictions, and Responsibilities

5. Rights to Disable Access

6. Service Interruptions

7. Third Party Service Providers

8. Splikity’s Proprietary Rights

9. Indemnification

10. Warramties, Disclaimers, and Limitation of Liability

11. Miscellaneous

1. Registration

Access to and use of the Services and the download of the Splikity Applications on hardware devices (computer or mobile device/smartphone/tablet) is open to all users. Different Services will be made available to you depending on whether you use the Services via the Website only, extensions or if you download the Splikity Applications or other software.

In order to register and use the Services, you must provide truthful and accurate account information, including but not limited to a username, master password, name and valid email address (collectively, your “Account Information”).

You are responsible for updating your Account Information as necessary to keep it accurate.

2. The Splikity Applications

a. Features. Through its Services, the Splikity Applications offers access to the following features:

i. While you are logged in to the Splikity Applications, your passwords will be automatically detected while you browse and these passwords will be encrypted on your device with your master password so that they can be saved with Splikity.

ii. When the Splikity Applications is open it will automatically fill in, on the web pages you are visiting, the username and password of the online accounts you have stored in Splikity for that web page. The Splikity Applications will also automatically log you in when you navigate to the web pages after logging in with your master password to the Splikity Applications.

iii. When the Splikity Applications is open, you can digitally manage your passwords and credentials for frequently visited websites. Your passwords will be encrypted on your device using a master password that only you know. You only need to remember this master password to access your Splikity account and decrypt your encrypted passwords on your device.

3. Subscription Fees, Payment Terms, and Refund Policy

a. Subscription Fees for the Splikity Applications. The fees charged by Splikity are referred to as Subscription Fees. When you upgrade from the free version of the Splikity Applications (Splikity Premium), you will be subject to monthly or annual Subscription Fees in accordance with the Fee Schedule made available by Splikity on its website. Subscription Fees will be billed and collected monthly or annually, in advance of the Services being offered, based on your subscription plan. If Splikity is for any reason unable to effect automatic payment via your credit card, Splikity will attempt to notify you via email and your Splikity account will be disabled until payment is received. Since the Services are delivered in full at the beginning of the subscription period, amounts paid for the Services under this subscription plan are not refundable.

b. Fee Schedule. You are responsible for reviewing the Fee Schedule from time to time and remaining aware of the fees charged by Splikity. The Fee Schedule, including subscription quantities and pricing, is subject to change at any time in Splikity’s sole discretion. Splikity will use good faith efforts to notify you via email prior to effectuating any change to the Fee Schedule.

c. Payment. As a condition for using the Splikity Applications, you must provide us with payment. Payment for Services offered by the Splikity Applications must be made by a valid credit card or debit card (collectively referred to as “credit card”) as accepted by Splikity and having sufficient payment to cover the Subscription Fee, as charged to you. Other forms of payment including cash, check, wire transfer, or other trade format will not be accepted as payment for the Services. You are responsible for paying amounts billed by Splikity to your credit card for Subscription Fees. All fees are payable in U.S. dollars. Any payments made by credit card are subject to the approval of the financial institution that issued the credit card.

d. Automatic Renewal. Once the initial term of service you have subscribed to has expired, your contract will be renewed automatically for the same term at the rates then in effect. In order to maintain the Services, you hereby agree that we may continue to process your payments on the credit card you provided for your latest payment. If, before the end of the initial term of service you do not wish to continue to renew your contract, you must advise us in writing within 30 days.

4. Your Account Restrictions and Responsibilities

a. Permitted Use of the Splikity Applications. The Splikity Applications can be used for your own personal purposes only.

b. Your Master Password. You are solely responsible for maintaining the security of your Master Password. Splikity has no knowledge of your Master Password and will not ask or be permitted to ask for your Master Password. You agree not to issue your Master Password to any third parties and shall not, under any circumstances, issue your Master Password to any customer support representative of Splikity in the event you contact Splikity for assistance with the Splikity Applications. Splikity will not be responsible for the actions of any individuals who misuse or misappropriate your Personal Information or any of your assets using your Master Password or the information stored in the Splikity Applications.

c. Prohibited Uses of the Splikity Applications. To ensure that the Splikity Applications and the Services are available for all users to enjoy, you represent, warrant, and covenant that you will not permit or enable a third party to:

i. Violate the Terms of Service;

ii. Make commercial use of the Services that is designed to monetize the login process, the collection and use of Personal Information (as defined in “Privacy Policy”);

iii. Use the Splikity Applications for any purpose that is unlawful, infringing, harmful, threatening, tortious, defamatory, libelous, abusive, obscene, invasive of another’s privacy, hateful, fraudulent or malicious;

iv. Harass or advocate harassment of another person;

v. Transmit “junk mail”, “chain letters”, or unsolicited mass mailing or “spamming”;

vi. Involves the sending of any virus, Trojan horse, worm, harmful code, shutdown mechanism or similar mechanism;

vii. Promote information that you know is false, misleading, or promotes illegal activities or conduct;

viii. Solicit passwords, or personal identifying information for commercial or unlawful purposes from other users;

ix. Interfere with or disrupt the Splikity Applications, the Services or any server or network involved with the operation of the Splikity Applications or the Services;

x. Collect or harvest from the Splikity Applications the names of other users for the purpose of transmitting to those other users unsolicited commercial messages;

xi. Access or attempt to access any of the Services by any means other than through the Splikity Applications or use automated tools to operate the Services (i.e. scripts, robots, etc.);

xii. Resell, rent, loan, or sublicense the Services; or

xiii. Otherwise violates any local, national or other applicable law or regulation.

d. Notifying Splikity of Unauthorized Use. If you become aware of any unauthorized use of the Services, you must immediately notify Splikity in writing at [email protected]. In the event that the unauthorized use occurred through your account by a third-party, you will take all steps necessary to terminate such unauthorized use and cooperate with Splikity as may be reasonably requested to stop the unauthorized use.

e. Acceptance of Privacy Policy. Your access and use of the Splikity Applications indicates your assent to the terms of the Privacy Policy, which may be modified by Splikity from time to time.

f. Sanctions. ANY USE OF THE SPLIKITY Applications, OR THE SERVICES NOT SPECIFICALLY PERMITTED UNDER THE TERMS OF USE IS STRICTLY PROHIBITED AND MAY RESULT, AT SPLIKITY’S DISCRETION, IN THE SUSPENSION OR TERMINATION OF YOUR ACCOUNT.

5. Right to Disable Access to Splikity, at its own discretion, may immediately disable your access to the Splikity Applications and Services without refund if Splikity believes in its sole discretion that you have violated any of the policies listed above or elsewhere in this Agreement.

6. Service Interruptions

a. Interruptions. You acknowledge that:

i. Your access to and use of the Splikity Applications and/or the provision of Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Splikity Applications and/or Services for any reason, including as a result of power outages, system failures or other interruptions; and

ii. We shall be entitled, without any liability to you, to suspend access to any portion or all of the Splikity Applications and/or Services at any time

1. For scheduled downtime to permit us to conduct maintenance or make modifications to any service;

2. In the event of a denial of service attack or other attack on the Splikity Applications or the occurrence of any other event that we determine, in our sole discretion, would constitute a risk to the applicable Service or the Splikity Applications, to you or to any of the other users; or

3. In the event we determine that any Service is prohibited by law or we otherwise determine that it is necessary or advisable to do so for legal or regulatory reasons (collectively, “Service Interruptions”).

b. No Liability. Splikity has no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Interruptions.

c. Notice of Interruption. To the extent possible, we will endeavor to post updates on the Website and/or our social media accounts regarding any Service Interruption and resumption of the Services following any suspension, but do not have any liability for the manner in which we may do so or if we fail to do so.

d. System Requirements. Your use of the Services and of the Splikity Applications may be affected by the performance and compatibility of your hardware, software, and Internet access. Meeting system requirements is solely your responsibility.

e. Hosting. Splikity will use reasonable commercial efforts to ensure that the servers are linked to the Internet on an ongoing basis, subject to the provisions of this Agreement, including without limitation, provisions dealing with maintenance, backups and system availability.

f. System Availability. Splikity will use reasonable commercial efforts to make the Services available online to end-users 24 hours a day and 7 days a week, through a link to the servers with maximum uptime availability in accordance with the service agreements with our service provider.

7. Third Party Service Providers

All transactions using the Services are between the transacting parties only. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third-party content, directories, servers, networks, systems, information and databases, applications, software, programs, services, and the Internet as a whole. You acknowledge that we are not responsible for such content or services. Similarly, we are not responsible for any third-party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. You are solely responsible for your dealings with any third-party related to the Services, including the delivery of and payment for third-party services. Should you have any problems resulting from your use of any third-party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible.

8. Splikity’s Proprietary Rights

a. Services License. This is an Agreement for you to use the Splikity Applications. We own all right, title and interest in and to the Splikity Applications and the Services, including without limitation all intellectual property rights (the SPLIKITY trademark and all source code, object code, from the Splikity Applications protected by copyright laws). Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services solely in accordance with these Terms. You are not granted any further license to any software or intellectual property rights by this Agreement.

b. License Restrictions. You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, found at or through the Splikity Applications, documentation, or data related to the Splikity Applications; remove any proprietary notices or labels from the Splikity Applications; modify, translate, or create derivative works based on the Splikity Applications; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Splikity Applications. Except in connection with your own personal use pursuant to this Agreement, you are not authorized to display, copy, reproduce, or distribute the Splikity Applications, any component thereof, any documentation provided in connection with the Splikity Applications, or any content distributed to you by Splikity in connection with the Splikity Applications. Violation of these terms may result in the termination of this Agreement.

c. Suggestions and Feedback. If you provide any suggestions to us, including suggestions for enhancements or improvements, we will own all right, title, and interest in and to the suggestions, even if you have designated the suggestions as confidential. We will be entitled to use the suggestions without restriction. You irrevocably assign to us all right, title, and interest in and to the suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the suggestions.

9. Indemnification

You will defend, indemnify, and hold Splikity harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning:

a. Your use of the Services; or

b. Breach of these Terms or violation of applicable law by you.

10.Warranties, Disclaimers, and Limitation of Liability

a. “AS IS” BASIS. THE SPLIKITY APPLICATIONS AND THE SERVICES (INCLUDING ALL THEIR CONTENT) ARE PROVIDED TO YOU "AS IS." THE DOWNLOAD OF THE SPLIKITY APPLICATION AND/OR ANY USE OF THE SPLIKITY APPLICATIONS AND THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR HARDWARE DEVICE, LOSS OF DATA OR ANY OTHER LOSS THAT RESULTS FROM THE DOWNLOAD OF THE SPLIKITY APPLICATIONS AND/OR USE OF THE SPLIKITY APPLICATIONS AND THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPLIKITY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT. SPLIKITY MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT THE SPLIKITY APPLICATIONS AND THE SERVICES WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND SPLIKITY DISCLAIMS ANY LIABILITY RELATING THERETO. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU.

b. Warranty Disclaimer. SPLIKITY MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT THE USE OR THE RESULTS OF THE USE OF THE SPLIKITY APPLICATIONS AND THE PROVISION OF THE SERVICES ARE OR WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR ERROR-FREE. WITHOUT PRIOR NOTICE, SPLIKITY MAY MODIFY, SUSPEND, OR DISCONTINUE ANY ASPECT OR FEATURE OF THE SPLIKITY APPLICATIONS AND/OR THE SERVICES OR YOUR USE OF THE SPLIKITY APPLICATIONS AND/OR THE SERVICES. IF SPLIKITY ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE ANY PART OF OR ALL OF THE SPLIKITY APPLICATIONS AND/OR THE SERVICES, IT WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY.

c. Your Information. YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY INFORMATION VIA THE SPLIKITY APPLICATIONS (INCLUDING BUT NOT LIMITED TO USER GENERATED CONTENT) IS AT YOUR OWN RISK. SPLIKITY DOES NOT ASSUME ANY LIABILITY TO YOU WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

d. Third Party Content. SOME OF THE CONTENT DISPLAYED THROUGH THE SPLIKITY APPLICATIONS MAY INCLUDE MATERIALS THAT BELONG TO OR ARE PROVIDED BY THIRD PARTIES (INCLUDING, BUT NOT LIMITED TO USER GENERATED CONTENT). YOU ACKNOWLEDGE THAT SPLIKITY ASSUMES NO RESPONSIBILITY FOR SUCH CONTENT, PRODUCTS AND/OR SERVICES.

e. Limitation of Liability. IN NO CASE WILL SPLIKITY, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, PARTNERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE DAMAGES OR OTHER DAMAGES, OR FOR ANY LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES ARISING OUT OF OR RELATING TO (I) YOUR USE, MISUSE OR INABILITY TO USE THE SPLIKITY APPLICATIONS OR THE SERVICES OR, (II) THE INTERRUPTION, SUSPENSION OR TERMINATION OF ANY PART OF OR ALL THE SPLIKITY APPLICATIONS AND/OR THE SERVICES, OR (III) RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTING OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS THROUGH THE SPLIKITY APPLICATIONS, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY) AND EVEN IF SPLIKITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF SERVICE, IN NO EVENT WILL SPLIKITY'S AGGREGATE LIABILITY FOR ANY CLAIMS IN CONNECTION WITH YOUR USE OF THE SPLIKITY APPLICATIONS AND THE SERVICES EXCEED $500.00. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU.

11. Miscellaneous

a. Changes. Splikity reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Splikity Applications following the posting of any changes to this Agreement constitutes acceptance of those changes. Splikity may also, in the future, offer new services and/or features through the Splikity Applications (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

b. Entire Agreement. This Agreement constitutes the entire agreement between Splikity and you concerning the Services.

c. Notice. We may give notice to you by email, a posting on the Website, or other reasonable means. You must give notice to us in writing via email to [email protected] or as otherwise expressly provided. Please report any violations of these Terms to [email protected].

d. Assignment. You may not assign or otherwise transfer any of your rights and obligations under these Terms without our prior written approval.

e. Severability. These Terms are contractual and not a mere recital. If any portion of these Terms are held to be invalid or unenforceable, the remaining portions of the Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms but the rest of the Terms will remain in full force and effect.

f. Governing Law. The laws of the state of Arizona, without reference to conflict of law rules, govern these Terms and any dispute of any sort that might arise between Splikity and you. Any dispute relating in any way to the Services or these Terms must only be adjudicated in a state or federal court located in Maricopa County, Arizona. Each party consents to exclusive jurisdiction and venue in these courts. Notwithstanding the foregoing, either party may seek injunctive relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of that party’s or any third party’s intellectual property or other proprietary rights.

g. Arbitration Agreement and Jury Trial Waiver. All controversies, disputes, demands, counts, claims, or causes of action between you and Splikity arising out of, under, or related to this Agreement or our Privacy Policy shall be settled exclusively through binding arbitration.

i. Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by this Agreement, unless agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).

ii. By agreeing to these Terms, you are GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED than rules applicable in court. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW by a court.

iii. The language of the arbitration will be in English.