Terms & Conditions

Effective as of April 15, 2021

Clueby Inc. ("Clueby,", "Company", "we," "us," or "our") welcomes you. Thank you for choosing to access and use our service (the "Service") made available to you through our websites located at clueby.com, clueby.app and clue.by (the "Website") or through our mobile application (the "App").

Clueby is an online platform that enables registered users ("User", "Users", "Content Makers") to use its available functionality in order to communicate with other users, which share with their stories ("Content Makers"). Clueby enables Users to make donations ("Donations") to Content Makers and to communicate with them by any means available through the Clueby including sending of text messages.

Except as expressly specified in these Terms as the Company does not own, create, sell, resell, control, manage any contents generated by its User and/or Content Makers (the "Content", "User Data") and does not participate in any communications between Users. Users, which generate Content, alone are responsible for their Content. Company is not and does not become a party to or other participant in any contractual relationship between users, nor is an insurer. We provide access to and use of Clueby subject to the following terms of service (the "Terms of Service"), which are effective as of the date stated above. By using Clueby, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Service and the terms and conditions of our Privacy Policy, which you can read on this link. Please take the time to review our Privacy Policy. If you do not agree to any terms in these Terms of Service or the Privacy Policy, then please do not use Clueby. You must be older 18 for using Clueby.

We may change these Terms of Service from time to time, and will post any changes on the Website or notify you via email, at our option, as soon as such changes are in effect.

Access and Use

Subject to the terms and conditions of this Agreement, Clueby will provide access to and use of the Service to you or the entity, which you have authority to bind to this Agreement. We will also provide access to and use of the Service to any employee of User or other individual authorized by User (each, an "Authorized User"). User acknowledges that each Authorized User must agree to these Terms of Service and the Privacy Policy prior to use and that User shall be responsible for ensuring compliance by each Authorized User with these Terms of Service and for any breach of these Terms of Service by any Authorized User.

User is solely responsible for any data or content uploaded or stored on the Service by User or any Authorized User. In no event shall Clueby be responsible for the use or misuse of any User Data by User or any Authorized User or other third party. User warrants and represents that it either owns or has the right to provide all User Data. User hereby grants Clueby a non-exclusive, transferable, royalty-free license to use the User Data to provide the Service and as otherwise described in herein or in our Privacy Policy. As stated in the Privacy Policy, we take reasonable steps to protect the User Data from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. All right, title, and interest in and to the Service, the Website, the App, and any information, data, software, graphics, and interactive features contained therein, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all proprietary rights in any of the foregoing (collectively, "Clueby Property"), shall be and remain the sole and exclusive property of Clueby.

User will not, and will not permit any Authorized User or other third party to: (i) allow anyone other than an Authorized User to access or use the Service; (ii) use the Service in any way that is not expressly permitted by this Agreement, including, without limitation, reverse engineering, modifying, copying, distributing, or sublicensing the Service, or introducing into the Service any software, virus, or code; or (iii) use the Service in violation of any applicable law or regulation.

Registration

Prior to using the Service, Users will be required to register for an account. During the registration process, User will select logon credentials for each Authorized User. Logon credentials can only be used by the Authorized User to whom they are assigned and cannot be shared among Authorized Users or with third parties. User is solely responsible for the confidentiality and use of all logon credentials for its account and those assigned to Authorized Users, as well as for any use or misuse of the Service using User's or any Authorized User's logon credentials. User shall notify us immediately if it becomes aware of any loss, theft or unauthorized use of any logon credentials, and we reserve the right to delete or change them at any time and for any reason.

User may register his/her cell phone number in his/her account. Such registration shall mean full consent to SMS receiving from Company.

Code of Conduct

Users are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Clueby. In connection with your use of the Clueby, Users will not and will not assist or enable others to:

  • use the Clueby for any purposes except to access the Clueby and use it in accordance herewith;

  • post, upload, or distribute any defamatory, libelous, or inaccurate content;

  • impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Clueby accounts of others without permission, forge another persons' digital signature, misrepresent the source, identity, or content of information transmitted via the Clueby, or perform any other similar fraudulent activity;

  • make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Clueby, including, without limitation, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, petitions for signatures, or any of the preceding things related to promotional give aways (such as raffles and contests), and other similar activities;

  • harvest or collect the email addresses or other contact information of other Users from the Clueby for the purpose of sending spam or other commercial messages;

  • use the Clueby for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;

  • defame, harass, abuse, threaten or defraud Users of the Clueby, or collect, or attempt to collect, personal information about Users or third parties without their consent;

  • remove, circumvent, disable, damage or otherwise interfere with security-related features of the Clueby, features that prevent or restrict use or copying of any content accessible through the Clueby;

  • modify, adapt, translate or create derivative works based upon the Clueby or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

  • intentionally interfere with or damage operation of the Clueby or any User's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;

  • relay email from a third party's mail servers without the permission of that third party;

  • use any robot, spider, scraper, crawler or other automated means to access the Clueby for any purpose or bypass any measures Company may use to prevent or restrict access to the Clueby;

  • use the Clueby in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Clueby, or that could damage, disable, overburden or impair the functioning of the Clueby in any manner;

  • use or attempt to use another User's account without authorization from that User and Company;

  • attempt to circumvent any content filtering techniques Company employs, or attempt to access any service or area of the Clueby that you are not authorized to access;

  • attempt to indicate in any manner that you have a relationship with us or that Company have endorsed you or any products or services for any purpose.

Agency Agreement

he Content Makers collecting Donations from Users via Clueby hereby appoints the Company as the Content Makers’ commercial bill collection agent with the instruction and authorization to act as an intermediary for the purpose of collecting Donations from Users and remit them to Content Makers in accordance with these Terms of Service ("Agency Agreement"). This Agency Agreement is entered into for an indefinite period of time.

The Content Makers and the Company, shall act dutifully and in good faith towards each other. For its services, the Company charges an agency fee to the Content Makers ("Agency Fee"), further specified in the Payment Terms, which can be found on the following page: https://clueby.com/#how-you-earn. The Payment Terms form an integral part of this Agency Agreement.

The Content Makers is responsible for paying any Agency Fee that he/she owes to the Company. Except as otherwise provided on the Website, Agency Fees are non-refundable.

Upon request of the Company, the Content Makers shall provide the Company with the information necessary for the performance of this Agency Agreement and/or which the Company requires to verify the amounts of Agency Fees due. The Company's Privacy Policy is applicable to any personal data provided by the Content Makers to the Company in the context of this Agency Agreement.

The Content Makers understands that the Company’s obligation to remit any Donations to the Content Makers is subject to and conditional upon successful receipt of the associated Donations from Users. The Company guarantees remittances to Content Makers only for such amounts that have been successfully received by the Company from Users in accordance with the Payment Terms.

The Company reserves the right to change the Agency Fee at any time.

The Company or the Content Makers may at any time terminate this Agency Agreement by notice in writing or in electronic form.

In no event will the Company be liable to the Content Makers for any direct, indirect or consequential damages arising from or relating to this Agreement.

In no event shall the Company be liable to any third parties (meaning: anyone not party to this Agency Agreement) for any direct, indirect or consequential damages caused by or arising out of any acts or omissions of the Content Makers.

In the event of any conflict or inconsistency between the terms of this Agency Agreement and other terms contained in the Terms of Service or the Payment Terms, the terms of this Agency Agreement shall prevail.

Promotions on Clueby

Users may promote, administer or conduct a promotion on, through or utilizing App/Website ("Promotion") only according to separate agreements between Company and Users.

Publicity

Each User is permitted to identify itself as a user of the Services for promotional and marketing purposes. User grants Clueby a non-exclusive, non-transferrable, non-sublicensable, and royalty-free license to use and reproduce User’s name, logos, and trademarks for promotional and marketing purposes including on Clueby's customer lists, advertising, and Website. User may opt out of the provisions in this Section by emailing a request to support@clueby.com.

Term and Termination

Clueby may suspend or terminate your access to and use of the Service, in whole or in part, at any time and for any reason. You may terminate your account at any time upon notice to us. In the event of suspension or termination (other than cases where Clueby locks your account due to fraudulent activities or other potential harm to Clueby or third parties), Clueby will provide you with access to your User Data for at least 30 days following such termination. It is your responsibility to keep backup copies of the User Data. Clueby may terminate this agreement upon written notice if Clueby determines, in its sole and absolute discretion, that User has engaged in or permitted behavior that Clueby considers to be immoral, racist, or discriminatory on the basis of race, ethnicity, national origin, caste, sexual orientation, gender, gender identity, religious affiliation, age, disability, or serious disease.

DISCLAIMERS; LIMITED WARRANTY

THE CLUEBY PROPERTY IS PROVIDED "AS IS" AND "AS AVAILABLE," AND CLUEBY DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THESE TERMS OF SERVICE AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT CLUEBY MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

LIMITATION OF LIABILITY

IN NO EVENT WILL CLUEBY BE LIABLE TO USER OR ANY OTHER PARTY, INCLUDING, WITHOUT LIMITATION, ANY AUTHORIZED USER, FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THE CLUEBY PROPERTY OR OTHERWISE RELATING TO THESE TERMS OF SERVICE, REGARDLESS OF WHETHER CLUEBY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. CLUEBY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THESE TERMS OF SERVICE WILL NOT EXCEED THE TOTAL FEES PAID BY USER HEREUNDER DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

Indemnification

User will defend, indemnify, and hold harmless Clueby and its officers, directors, managers, and employees from any and all liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) in connection with any third-party claim that any of the User Data: (i) infringes or misappropriates any third-party intellectual property rights, privacy or publicity rights, or any other rights; or (ii) violates any applicable laws, rules, or regulations. Clueby shall promptly notify User of the claim, provided, however, that failure to provide such notice shall not relieve User of its indemnity obligations unless it is materially prejudiced thereby. User shall have control over the defense of the claim, provided that (i) User does not make any admission of liability on behalf of Clueby or agree to any settlement that imposes a financial burden on Clueby without Clueby's prior written consent; and (ii) Clueby shall have the right to participate in the defense of any such claim, at its own cost, with counsel of its choice.

General Provisions

User shall not assign these Terms of Service or any of its rights hereunder without the prior, written consent of Clueby. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns. These Terms of Service and performance hereunder shall be construed and governed by the laws of the State of New York without giving effect to conflicts of laws principles. The parties consent and agree that any and all litigation between them arising from these Terms of Service or the business relationship created hereby shall take place in the state or federal courts located in New York, New York. Each Party irrevocably consents and submits to the jurisdiction and venue of any such courts. If any provision of these Terms of Service is deemed invalid or unenforceable, it shall be amended or replaced in the way that best reflects the original intention of the parties, and the remainder of these Terms of Service shall remain in full force and effect. These Terms of Service, together with the Privacy Policy and any pricing information made known to you at registration, constitute the final and complete agreement between the parties regarding the subject matter hereof, and supersedes any prior or contemporaneous communications, representations, or agreements between the parties, whether oral or written.

Claims

If you disagree with the above, we encourage you contact us as soon as possible after you start using the Clueby at legal@clueby.com otherwise they will be binding on you after a reasonable time period(usually 30 days unless there are exceptional circumstances).

YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISINGOUT OF OR RELATED TO THE CLUEBY MUST COMMENCE WITHINONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.