PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SITES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SITES IN ANY MANNER.

Important: SECTION 40 BELOW HAS A MANDATORY ARBITRATION PROVISION AND WAIVER OF CLASS ACTION RIGHTS. BY AGREEING TO THESE TERMS, YOU AGREE TO THOSE PROVISIONS.

These Terms and Conditions (the “Terms”) are a legal and binding document between you (“you”, “your”) and Clique Inc. (“Clique”, “Clique ,” “we” “our”, or “us”) a Delaware corporation and the owner and operator of the Sites.

Clique may provide products and services via our websites and mobile applications (collectively hereto referenced as “Sites”) to you subject to these Terms. Please ensure you read these Terms carefully before using the Sites. By using the Sites, you explicitly agree to comply with and be bound by the Terms and all terms, policies, and guidelines incorporated and referenced herein. If you do not agree to all provisions of these Terms, do not use the Sites.

1. Your Interaction with Our Partners. The Clique  Sites allow you to engage with our Partners which may include brands, marketing companies, data analytics or research firms to provide you cashback and/or other bonus options when you purchase products and provide Qualifying Proof of Purchase. By using our Sites, you are instructing Clique  to share your personal information which you provide to us when you register and use different parts of the Sites and earn  cashback from certain Partners as displayed in the Sites. The value you receive from the use of our Sites varies from Partner to Partner and is calculated by multiplying the Rebate Percentage against the cost of the Partner’s products purchased before tax and after any promotional reduction to the purchase. When you upload receipts or provide information to a Partner, you are using Clique  to intentionally interact with our Partners who may provide cashback through our Sites. Our Partners may communicate with you by sending you emails, text message or direct mail using your personal information according to their respective privacy policies. You understand that Clique does not influence, control or govern their policies and is not responsible for such engagement or policies of our Partners. If you are a California consumer and want to learn more about how Clique  shares your personal information when you purposefully interact with our Partners, please review our Clique California Consumer Privacy Act. If you are a member of the European Union or  are covered by the General Data Protection Regulation, see our Clique GDPR Privacy Policy. If you want to stop sharing your personal information with our Partners, please stop using the Sites and delete your account immediately.

1. The Clique Sites are for your own use only, and you may not resell, lease, or provide them in any other way to anyone else. You must be of the minimum age of 21-years old to use our Sites. The Sites are not directed at children under 21 years old, and Clique does not knowingly collect or maintain personal information from children under 21 years of age.

1. You may register for only one (1) account with Clique. If you have been previously suspended or removed from using the Sites, you may not create or register another account to use the Sites. You agree to:

1. Provide accurate, current and complete information about you as may be prompted by any registration forms on the Sites (“Registration Data”);
2. Maintain and promptly update the Registration Data, and any other information you provide to Clique , and to keep it accurate, current and complete. 

Clique is not responsible for any loss you suffer as a result of you not keeping your Registration Data current. 

1. When you create and register your account with Clique, you choose a username and password or may choose an alternate authentication method. You are solely responsible for maintaining the security of your password and device and to supervise use of your account. You must notify us immediately via [email protected] if you suspect any unauthorized use of or access to your account. You will not share or transfer your account or password with or to anyone. We assume that anyone using the Sites or transacting through your account is you.
2. Your account will be deemed inactive, and your then currently existing unredeemed Cash will be forfeited if you, at any time, close your account, request to stop using the Sites as set forth in Section 1 above or if you do not perform either of the following actions in any ninety (90) day period:
   1. Scan, submit, and fully process a receipt for Cashback using the Sites;
   2. Redeem any Cashback. 

After sixty (60) days of inactivity, Clique may provide you thirty (30) days’ notice by sending an email or text message to the email address or phone number provided in your Registration Data that your account will be considered inactive, and your Cash will be forfeited. Prior to this occurrence, you may prevent your account from becoming inactive and your then currently existing unredeemed Cash from being forfeited by doing either of the following:

1. Logging in to your account and successfully scanning and fully processing a valid Qualified Proof of Purchase for Cashback through the Clique  mobile application;
2. Redeeming your Cashback for a Reward. 

Cash forfeited due to a suspended, removed or deactivated account cannot be recovered, however, a deactivated account may be reactivated by logging into your account via the Clique mobile application and submitting a receipt. Reactivation of your account indicates you agree to all the Terms and policies in effect as of the date of reactivation. If you requested your account, be removed under the CCPA, GDPR or other policies, you may create a new account. 

6. Clique’s Sites allow you to earn cash and redeem that cash as a rebate(“Cashback”) from Partners for purchasing qualifying brands. For more information on earning cashback, please review the document “Qualifying Proof Of Purchase”.

In order to earn cashback, any receipt you scan must contain a description of the product specific enough to confirm that the purchase was made. When you provide Clique a receipt, by uploading or using other methods to submit receipts, you allow Clique to process the information and identify the details printed on that receipt. If you purchased a product qualifying for Cashback and the receipt clearly describes a qualifying product, we will provide you Cashback on behalf of the participating brand. We may not be able to accept or process receipts from some organizations such as those outside the United States resulting in a rejected receipt. Clique does not accept receipts and will not award Cashback for purchases for transactions that are older than 30 calendar days. Although generally, there is no limit to the number of receipts a user can scan or receive cash for in any given time period, Clique reserves the right to limit the number of receipts that can be processed by you in a period of time at its own discretion for purposes of investigating potential fraud, to comply with legal orders or to coordinate with Partners for any reason. .

7. Clique requires you to reach a Minimum Redemption Balance before it can be redeemed as noted in the Clique mobile application. Your balance must meet or exceed this amount in order for you to redeem. Clique retains the right to change this amount at any time at its own discretion without advanced notice. When you redeem, you will automatically redeem your entire account balance. There is no automatic redemption of Cashback. You do not accrue interest on Cashback that has not yet been redeemed. Clique does not guarantee that any particular Partner will be available for earning Cashback for any specific user at any moment in time. Furthermore, not all  Partners may be available to all users at all times, and different Partners may be available only to certain users. Partners availability for you to earn from are subject to change without notice. Clique reserves the right to change, remove, discontinue or otherwise alter the available Partners at any time.

8. When you make a request to redeem Cashback, you will redeem 100% of the available cashback. Once a redemption request is received, by us, your Cashback balance will be reduced by the amount of Cashback designated to the Redemption. All Redemptions are non-refundable and may not be returned or cancelled. We are not responsible or liable for any loss or delay of any Redemption once you have redeemed your Cashback. If you have any questions or concerns with the redemption process, you may contact us at [email protected] .

9. Clique  users have no property rights in Cashback. Your Cashback balance or any part of it is not transferable, cannot be divided as part of a settlement, legal proceeding or death, and cannot be combined with Cashback of any other Clique user. Cashback may not be brokered, bartered, attached, pledged, gifted, or sold. Forfeited Cashback cannot be redeemed or recovered, and you must be an active user of Clique in order to redeem Cashback.

10. Scanning technology is not perfect, accurate or consistent. If a receipt is improperly processed, an item is not identified or you receive a receipt rejection message, please see our Clique Contesting A Receipt  for instructions  on how to resubmit. Remember to review the Clique Qualified Proof of Purchase terms to understand what an acceptable receipt is. You are responsible for reviewing your scanned receipt to confirm accuracy prior to uploading it to Clique. Be aware that there are timelines for both submitting and resubmitting a receipt as noted in the referenced terms. Clique or any other affiliated business, Partners, and/or retailers are not responsible for any inaccuracies in this process, and resolution through our support team is your sole remedy. Ultimately, Clique will accept a receipt at its sole discretion.

11. Use of the Sites and specifically the Clique mobile application is the only way to earn cashback. In order to receive Cashback , you must provide your banking details and your valid email to the Clique Sites through the Clique mobile application. By you providing this information, you agree that we can use this information for processing redemptions and communicating about those transactions. You represent and agree that in providing any email or bank account information to Clique that you are an authorized user of those accounts and that you have the authority to provide Clique with those account details. Clique holds your security with the utmost importance and stores those banking details on your device and not on our systems. Clique is not responsible for the security of your devices.

12. When redeeming Cashback, you are agreeing to receive the funds into your bank account via an ACH transaction.  This transaction is facilitated by your entering the bank account information including ACH routing number into the Clique mobile application.  Failing to provide this information will prevent you from receiving your Cashback. No other form of receiving the Cashback is permitted. Clique is not responsible for correcting or refunding any Cashback that is successfully processed by the ACH information you entered even if you entered erroneous information.13.

13. When redeeming Cashback, you agree to pay a $1.00 fee. This fee is charged each time you redeem your Cashback, not each time you upload a receipt. Clique reserves the right to change this fee without notice and at its sole discretion.

14. In the event you need to change your bank details for the ACH, you can do it in the Clique mobile application, but it will only apply to the next redemption request. Redemption requests already in progress will not be updated and you may need to wait for the transaction to fail in which case the redemption amount is added back to your account for later redemption.

15. Clique will endeavor to process redemption requests within 3-business days. Once Clique processes the request, there may be further delays before you receive your Cashback based on the ACH banking rules and systems. You acknowledge hat the ACH banking rules and systems performance are beyond the control of Clique and that it can take up to 30-days to complete a redemption process even though it often takes much less.

16. When Clique has received your redemption request and has processed it, you will receive a notification. Processing of the redemption request des not mean it is available in your bank account but means Clique has processed your request and has sent it to the banking system for processing. In the event there is a failure to properly process your request, you will receive a notification of this failure. These notifications may come in the form of push notifications via the Clique mobile application, text messages to your phone or emails. It is your responsibility to make sure you can receive notifications in these ways to be sure of timely communications. It is not Clique’s responsibility to make sure you can receive these notifications and Clique bares no responsibility for any loss of any kind from a failure of your ability to receive a communication.

17. You agree that Clique  may send transactional emails, text and/or SMS messages, including important account notices, such as account inactivity warnings and account security notices to the email address or phone number you used to register your account or any email or phone number you provide to us in updating that information.

21. You can cancel the SMS service at any time. Just text “STOP” to the short code. After you send the SMS message “STOP” to us, we will remove you from the text messaging list within 3-business days. After this, you will no longer receive SMS messages from us with the exception of those necessary to complete the fulfillment of a service you requested. If you want to join again, just sign up as you did the first time, and we will start sending SMS messages to you again.

19. You can stop receiving emails by clicking the opt-out link at the bottom of the email or by emailing [email protected] indicating you want to stop receiving emails. Clique will remove you from the email marketing lists within 3-business days. Please be aware that Clique will continue to send you emails regarding your transaction or account information as they are necessary to fulfill the service you requested. You can opt back in o email at any time by alerting us at [email protected].

20. If you are experiencing issues with the messaging program you can get help directly at [email protected].

21. You acknowledge that Carriers are not liable for delayed or undelivered messages. Message and data rates may apply for any messages sent to you from us and to us from you. Message frequency varies. If you have any questions about your text plan or data plan, please contact your wireless provider. Clique is not responsible for these fees.

22. We will obtain your consent for marketing emails, text and/or SMS messages separately and will provide you any necessary or required information relating to marketing emails, text and/or SMS messages at that time.

23. You agree not to do the following when using our Sites:

• Use or attempt to use another user’s account or information;
• Attempt to access or acquire information relating to other users of our Sites for any reason;
• Impersonate any person or entity;
• Misrepresent your relationship with a person or entity;
• Engage in any harassing, threatening, intimidating, predatory or stalking conduct; 
• Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Sites;
• Attempt to circumvent any security, content-filtering or other techniques we employ or attempt to access any feature or area of our Sites that you are not authorized to access;
• Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
• Manipulate or submit receipts that are not yours or hat are not Qualified Proof of Purchase or duplicates;
• Violate any applicable law, contract, intellectual property right, third party right, or commit a tort.

24. Fraudulent Activity. Any form of fraudulent activity is a violation of these Terms. Clique may take any action in its sole discretion against any activity it deems fraudulent, including deducting some or all of your Cashback, terminating your account, and taking any other legal or equitable action which may be available to us. Fraudulent activity includes any action that is deceptive or an attempt to gain Cashback not in accordance with these Terms and includes but is not limited to, creating fake receipts, fake accounts, submitting altered receipts, submitting receipts for purchases not made by you, and/or buying products and returning them. You may dispute an action that Clique deems fraudulent by contacting Clique at [email protected]   within ten days of Cashback deduction, account deactivation or other action as a result of fraud. After 10 days, you waive any right to future claim or dispute to the deactivation decision by Clique. Final decisions are made at Clique’s sole discretion.

25. We send notices to the email address you maintain in your Registration Data. As part of the Sites, you may receive push notifications, text messages, alerts, emails or other types of messages directly sent to you from Clique or our Partners (which may include service providers) outside or inside the Sites (“Messages”). You have control over the Messages settings and can opt in or out of these Messages through the features available for each specific means of Messaging, such as through the Sites or through your devices’ operating system. Some Messages are transactional in nature, and you cannot unsubscribe from them. Please be aware that messaging fees may apply depending on the message plan you have with your wireless carrier. You are responsible for keeping your Registration Data current to avoid missing notices about your account or changes to our Terms or a notice regarding termination of the Program.

26. Please refer to Clique’s Privacy Policy for information on how Clique collects, uses and discloses personally identifiable information from its users. By agreeing to these Terms or using the Sites, you agree to our collection, use and disclosure of your personally identifiable information and that we have provided you notification of our privacy practices in our Privacy Policy available on our Sites.

27. The Sites, and all text, images, marks, logos and other content contained in or communicated using the Sites, including, without limitation, the Clique  name, logo and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, the “Content”) are the property of Clique  or its licensors and are protected by United States and international copyright or trademark laws. All rights to the Content are expressly reserved by Clique. Nothing contained in the Sites may be construed as granting, by implication, estoppel or otherwise, any license or right to use any patent, trademark, copyright or other proprietary right of Clique  or any third party without the prior written permission of Clique  or such other party that may own such patent, trademark, copyright or other proprietary right(s).

28. Clique  grants you a personal, non-commercial, limited, non-exclusive, non-transferable and non-sublicensable license to access and use the Sites and to view, copy and print portions of the Content. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print portions of the Content for your own informational, personal and non-commercial use in accordance with the Terms; (ii) you may not modify or otherwise make derivative uses of the Sites or the Content, or any portion thereof; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; (v) you may not use the Sites or the Content other than for their intended purpose; and (vi) you may not reproduce, prepare derivative works from, distribute or display the Sites or any Content (except for page cacheing), except as provided herein. Except as expressly permitted above, any use of any portion of the Sites or Content without the prior written permission of Clique  is strictly prohibited and will terminate the license granted herein. This license is revocable at any time, and for any reason, or for no reason. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. You may contact Clique  at [email protected] to request permission for uses of Content not included in the license.

29. Your Warranties. You represent and warrant that you will be personally responsible for your use of the Sites and that your use of the Sites and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties or violate any applicable law.

30. Copyright Policy and Complaints. Clique takes claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our App infringes any copyright that you own or control, you may notify Clique’s designated agent using the address at the end of these terms. Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Sites is infringing, you may be liable to Clique for certain costs and damages which you agree Clique is free to pursue without restriction or limitation.

31. Clique  may, at any time and at any interval, run advertisements and promotions of behalf of third parties on the Sites. Your business dealings or correspondence with, or participation in promotions of, parties other than Clique , and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. All third party content, including without limitation, any descriptions and images of, and references to, third-party products or services available in connection with the Sites, advice, recommendation or opinion, Offer, promotion or coupon, is provided on or through the Sites should not be construed to indicate that any such third party content is endorsed by us, nor is there any representation or warranty by us that the third party content is reliable, accurate, timely, complete, effective, or safe for your use. All third-party content, including without limitation, any descriptions, images, references, features, content, specifications, products and prices of products and services and values of any coupon, Offer or promotion featured through the Sites are subject to change at any time without notice.

32. We take reasonable steps to provide the Sites in a secure, timely, accurate and complete manner. However, it is possible that information provided through the Sites may be incorrect or not current. Further, the Internet has inherent risks, and we cannot guarantee that your access to and use of the Sites will be uninterrupted or error free or that the Sites, or sites to which they may link, will be free from loss, corruption, attack, interference, hacking or other security intrusion. You are responsible for implementing sufficient procedures and checks to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our sites for reconstruction of any of your lost data. You are responsible for making sure your Registration Data is correct and current. The Partners that you purchase from for Cashback are not sold or endorsed by us, and we have no responsibility for them or for any loss or damage you may suffer from purchasing or using them. Clique  is not responsible for typographical errors or omissions relating to pricing, text or photography. Clique  is not responsible or liable for any loss or damage of any sort incurred as the result of third-party promotions or as the result of the presence of third-party advertisers on the Sites. YOUR USE OF THE SITES AND THE CONTENT PROVIDED ON THE SITES IS AT YOUR OWN RISK. THE SITES AND THE CONTENT PROVIDED THROUGH THE SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NO WARRANTY OF ANY KIND, IMPLIED, EXPRESSED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREEDOM FROM COMPUTER VIRUS, IS GIVEN WITH RESPECT TO THE SITES OR ANY HYPERLINKS TO OTHER INTERNET RESOURCES.

33. CLIQUE , ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS (THE “CLIQUE  PARTIES”) SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY OR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL DAMAGES, OR ANY LOSS OR DAMAGES WHATSOEVER INCLUDING BUT NOT LIMITED TO: LOSS OF USE, DATA, REVENUE, OR PROFITS, WHETHER IN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS, USE OF, OR YOUR INABILITY TO ACCESS OR USE THE SITES, CONTENT, OR APP. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY FOR ANY CLAIM THAT YOU MAY HAVE RELATING TO THE SITES OR MATERIALS IS YOUR RIGHT TO CEASE USE OF THE SITES AND MATERIALS.

34. You agree to defend, indemnify and hold harmless Clique, its affiliates, officers, Directors, employees, and partners arising from or in any way related to any third party claims relating to from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms and Conditions or your use of the Sites other than as expressly authorized in these Terms and Conditions, your violation of the rights of a third party, or any negligent acts, omissions or intentional wrongdoing by you. Any such indemnification shall be conditioned on the indemnified party: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. The indemnified party shall be entitled to participate in such defense at its own cost and expense. The foregoing Disclaimer of Warranties, Limitation of Liability and Indemnification provisions shall apply to the fullest extent permitted by law.

35. You may be able to provide responses, comments, reviews, recommendations, information, or suggestions and submit questions through the Sites or through third-party services (collectively, “User-Generated Content”). To the extent you publicly post User-Generated Content, you agree that it will not be harassing or otherwise inappropriate or unrelated to the Sites. We are not responsible for the content of User-Generated Content, including its accuracy or quality, but we may monitor the submission of User-Generated Content in our sole discretion. We cannot control and have no responsibility to take any action regarding how you may interpret third party User-Generated Content, and you hereby release us from any and all liability relating thereto. You are responsible for all your own activity in connection with the Sites and User-Generated Content. User-Generated Content will become Clique’s property and may, at Clique’s sole discretion, be licensed to, transferred to, or shared with any third-party. You hereby relinquish and assign to Clique the worldwide, royalty free, right, title, and sublicensable license to run, use, re-use, implement, copy, display, transfer, share, and create derivative works from User-Generated Content in whole or in part, in any form (including for commercial, promotional, or marketing purposes) including any opinions, ideas, concepts, know-how, or techniques contained therein for any purpose.

36. The Sites may contain links or connections to third party websites or services that are not owned or controlled by Clique. When you access third party websites or use third party services, you accept that there are risks in doing so, and that Clique is not responsible or liable for your use of such third-party websites or third-party services. We encourage you to be aware when you leave the Sites and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. Your interactions with third-party organizations and/or individuals found on or through the Sites, including payment and delivery of goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals.

37. It is at your convenience and sole discretion as to whether you continue to use Clique Sites. You can stop using our Sites at any time by contacting us at [email protected], or if you stop using the App for 90 days or more, your account will automatically become inactive, as set forth above. Clique may also terminate (or suspend access to) your use of the Sites or your account, for any reason in our sole discretion, including if you violate any of these Terms. Clique has the sole discretion to determine whether you are in violation of these Terms. Account termination may result in removal of any Content associated with your account. We will endeavor to provide advance notice to you prior to our terminating your account, but we may not do so if we determine it would be impractical, illegal, not in the best interest of someone’s safety or security, is otherwise harmful to the rights or property of Clique, or for any other reason deemed reasonable by us. Clique may also stop providing the Sites at any time. If we cease providing the Sites, we will endeavor to notify you at the email address you provide in your Registration Data, and if practical, we will provide you thirty (30) days’ notice to make a redemption request (subject to our Minimum Redemption Amount requirement described above). If you do not make a redemption request within such thirty (30) day period, your entire Cashback balance will be forfeited. If you cancel or inactivate your account, any then currently existing Cashback will automatically be forfeited upon cancellation or inactivation. It is your responsibility to make a redemption request (subject to our Minimum Redemption Amount requirement described above) before cancellation or inactivation.

38. Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Sites account, in any way (by operation of law or otherwise) without Clique’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations at our sole discretion.

39. Subject to Section 40 below, these Terms are governed by and will be construed under the laws of the State of California, without regard to the conflict of law’s provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in a court of competent jurisdiction in the State of California, Orange County. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in California.

40. You agree that all claims or disputes arising out of the Terms will be decided by an arbitrator through arbitration and not by a judge or jury (“Arbitration Agreement”). This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) and evidences a transaction involving commerce. The arbitration will be conducted before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), which are available at www.adr.org. The arbitrator’s fees and the costs will be shared equally by the parties, unless prohibited by law. Parties are responsible for their own attorneys’ fees. The arbitration proceeding will take place in Orange County, California, unless otherwise agreed. A court of competent jurisdiction will have the authority to enter judgment on the arbitrator’s decision and award. The parties agree to bring any claim or dispute in arbitration on an individual basis only, and not as a class or collective action, and there will be no right or authority for any claim or dispute to be brought, heard or arbitrated as a class or collective action (“Class Action Waiver”). Regardless of anything herein and/or the applicable AAA Rules, the interpretation, applicability or enforceability of the Class Action Waiver and/or the arbitrability of a claim or dispute may only be determined by an arbitrator. The following claims are excluded from this Arbitration Agreement: (a) claims in small claims court; (b) claims to enforce or to prevent the actual or threatened violation of a party’s intellectual property rights; (c) claims for temporary relief in connection with an arbitrable controversy; and (d) claims that are non-arbitrable per the applicable federal statute.

41. In an attempt to find the quickest and most efficient resolution of our issues, you and we agree to first discuss any issue informally for at least 30 days, except as provided below. To do that, please send your full name, your email and/or mailing address, your concern, and your proposed solution by certified mail to us at the address at the bottom of these terms. If we would like to discuss an issue with you, we will contact you using an email or mailing address we have on file for you. IF WE DO NOT REACH AN AGREED UPON SOLUTION AFTER OUR DISCUSSIONS FOR AT LEAST 30 DAYS, YOU AND WE AGREE THAT ANY CLAIM THAT EITHER OF US MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR SERVICE IS SUBJECT TO SECTION 40 ABOVE.

42. YOU AND WE AGREE TO BEGIN ANY CLAIM AND/OR ARBITRATION WITHIN ONE YEAR AFTER A CLAIM ARISES; OTHERWISE, THE CLAIM IS WAIVED.

43. YOU WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Clique are instead electing to have claims and disputes resolved by arbitration, except as specified in Section 40 above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.

44. You agree that you are solely responsible for all applicable federal, state, local or provincial withholding, taxes, and government fees or costs associated with Cashback or  and any exchanges and distributions.

45. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms that relate to any disputes between you and Clique.

46. If any provision of the Terms is for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of the Terms shall be unimpaired and shall remain in full force and effect.

47. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Clique agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Clique, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all modifications to these Terms must be in a writing signed by both parties (except as otherwise provided herein). You agree that Clique has not made, and you have not relied on, any representation by Clique relating to, the Sites other than those expressly set forth in these Terms. No agency, partnership, joint venture, or employment is created as a result of these Terms, and you do not have any authority of any kind to bind Clique in any respect whatsoever. You and Clique agree there are no third-party beneficiaries intended under these Terms.

48. Clique may make changes to or update these Terms and Conditions for business, legal, or other reasons, and will indicate those changes by updating the Last Revised date below. Clique reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline relating to the Sites (including, without limitation, the Privacy Policy at any time and in its sole discretion, including terminating the Sites in part or in whole which may result in forfeiture of any Cashback accumulated. From time to time, you should review the Terms and Conditions and any changes in policies, guidelines and documents incorporated in them to understand the terms and conditions that apply to your use of the Sites. The Terms are always available to you and will show the “Last Revised date” at the bottom of the page to let you know when they were last changed. We offer our Sites only in accordance with our Terms. If you do not agree to any Terms at any time, you must immediately stop using the Sites and any balance of Cashback in your account will be forfeited according to Section 5. If you have any questions about the Terms, please submit a request at [email protected]. Unless otherwise specified, and subject to applicable law, any changes or modifications to our Terms will be effective immediately upon posting of the revisions through the Sites that are changed or modified, and your continued use of the Sites after such time will constitute your acceptance of such changes or modifications.

49. Questions. If you have any questions regarding these Terms or your use of the Sites, please submit a support request to  [email protected] , or contact us at:

Clique Inc.

Last Revised 2022-09-27