PARTNER DASHBOARD TERMS OF USE Welcome to www.clipix.com/partnerdashboard (the “Partner Dashboard”). The Partner Dashboard is owned and operated by Clipix, LLC (“Clipix,” “we,” or “us”). This Partner Dashboard provides you information regarding Visitor use of the Clipix Widget on your website, and provides you communication tools which allow you to communicate with such Visitors. These Terms of Use constitute a binding agreement between you and Clipix and govern your use of the Partner Dashboard, which includes any information, data, tools, products, Partner Dashboard, software, text, graphics, images, and other content provided by or on behalf of Clipix (together, "Content") available on or through the Partner Dashboard. You may contact Clipix with questions about the terms and conditions of these Terms of Use. If you are entering into these Terms of Use on your own behalf, you represent that you have entered into a Clipix Partner Agreement and that you are a Clipix partner (a “Partner”). If you are entering into these Terms of Use on behalf of a legal entity, you represent that you have the authority to bind such entity to these Terms of Use, in which case the terms “you” or “your” refers to such entity, that such entity has entered into a Clipix Partner Agreement, and that such entity is Partner. Unless otherwise stated herein, all defined terms shall have the meaning set forth in Clipix Partner Agreement. Please read these Terms of Use carefully before using the Partner Dashboard. Your selection of the acceptance check box here, and your use of the Partner Dashboard each time you use them hereafter, indicates your full acceptance of and agreement to abide by these Terms of Use in their then current form. If you do not accept the terms and conditions stated in these Terms of Use, do not access or use of the Partner Dashboard. 1. ELIGIBILITY Only existing Partners who have been given usernames by Clipix, and their authorized employees, may access and use the Partner Dashboard. We are under no obligation to provide any partner or other individual access to the Partner Dashboard. The Partner Dashboard and all of its Content are currently provided to such Partners for free. However, Clipix reserves the right to begin charging fees at any time for use of the Partner Dashboard or any of its Content upon notice to you. By agreeing to these Terms of Use and accessing and using the Partner Dashboard, you make certain representations and warranties regarding your use of the Partner Dashboard. You represent and warrant that: (i) you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms of Use; (ii) you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of these Terms of Use; and (iii) your use of the Partner Dashboard and the Content will comply with the terms and conditions detailed in these Terms of Use. Each username provided to, and any corresponding password you select can only be used by you and your authorized employees; the sharing of usernames and/or passwords is strictly forbidden. You are solely responsible for the confidentiality and use of your username and password, as well as for any use, misuse, or communications entered through the Partner Dashboard using one or more of them. You will promptly inform us of any need to deactivate a username. We are not obligated to inquire as to the authority or propriety of any use of or action taken using your password. We reserve the right to delete or change your username at any time and for any reason. Clipix will not be liable for any loss or damage caused by any unauthorized use of your account. 2. RESTRICTIONS ON USE Clipix grants you a limited right to access and use the Partner Dashboard as set forth in these Terms of Use. Clipix may grant you Limited Access or Full Access to the Partner Dashboard. Your right to use the Partner Dashboard is subject to your agreement to abide by these Terms of Use in their entirety and the terms and conditions set forth in the Clipix Partner Agreement, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Partner Dashboard. At any time and for any reason we may revoke your right to use all or any portion of the Partner Dashboard. By accessing and/or using the Partner Dashboard, you hereby agree that: • You will not access or use the Partner Dashboard to collect any market research for a competitor of Clipix; • You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Partner Dashboard, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file; • You will not use the Partner Dashboard for any unlawful purpose or malicious activity, including the violation of the security of the Partner Dashboard, as determined by Clipix in its sole and absolute discretion; • You will not interfere with or attempt to interrupt the proper operation of the Dashboard through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Dashboard through hacking, password or data mining, or any other means; • You will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure; and • You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Dashboard. Clipix has the right but not the obligation to monitor and record activity on the Dashboard and to respond as it deems appropriate. We may monitor and record activity on the Dashboard for any reason or for no reason. We may investigate any complaint or reported violation of our policies. We may report any activity that we suspect may violate any law or regulation to regulators, law enforcement officials or other persons or entities that we deem appropriate. We may issue warnings, suspend or terminate use of the Partner Dashboard, in whole or in part, or take any other action that we deem appropriate. We reserve the right, in our sole and absolute discretion, to deny you access to the Partner Dashboard, or any portion of the Partner Dashboard, without notice, and to remove any comments that do not adhere to these guidelines. 3. ADDITIONAL TERMS FOR FULL ACCESS USE If Clipix has granted you Full Access to the Partner Dashboard, you are required to fulfill the obligations and comply with the restrictions set forth in this Section 3, in addition to all other obligations and restrictions set forth in these Terms of Use. With Full Access, you may communicate with, and provide promotions and offers to, Visitors (such communication, promotions, and offers, collectively, “Visitor Communication”) through the Partner Dashboard, when such functionality is made available to you. All Visitor Communication must be submitted by you to Clipix for approval and approved by Clipix in advance of execution. Clipix shall provide to you the approval decision of such requests by the next business day; provided, however, that Clipix may expedite such approval decision upon your request. Such approval shall not be unreasonably withheld. You acknowledge and agree that Visitors will have the option to opt-out of receiving any Visitor Communication from you through the Partner Dashboard and that you shall not communicate with any particular Visitor through the Dashboard more than twice per month. From time to time, Clipix may approve more frequent communication by you to a particular Visitor upon your request. 4. INTELLECTUAL PROPERTY The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under these Terms of Use. No other use is permitted without prior written consent from us. You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Partner Dashboard. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, publish, broadcast, retransmit, reproduce, repackage, frame, commercially exploit, create any derivative of or otherwise redistribute all or any portion of the Partner Dashboard or any Content except as explicitly permitted in these Terms of Use or as otherwise approved in writing by Clipix. You may print Content from the Partner Dashboard solely for internal business purposes, but you may not remove any copyright, trademark or other proprietary notice or legend contained on any Content that you print from the Partner Dashboard. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of these Terms of Use, your permission to access and/or use the Content and the Partner Dashboard automatically terminates and you must immediately destroy any copies you have made of the Content. The trademarks, Partner Dashboard marks, and logos of Clipix (“Clipix Trademarks”) used and displayed on the Partner Dashboard are registered and unregistered trademarks or Partner Dashboard marks of Clipix. Other company, product, and website names located on the Partner Dashboard may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Clipix Trademarks, the “Trademarks”). Nothing on the Partner Dashboard should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Clipix Trademarks inures to our benefit. Elements of the Content, the Partner Dashboard are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance. 5. COMMUNICATIONS TO US Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails you send to us, including but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and Partner Dashboard that incorporate such information. 6. NO WARRANTIES/LIMITATION OF LIABILITY WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENTS OF THE PARTNER DASHBOARD. WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE PARTNER DASHBOARD FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE CONTENT AND THE PARTNER DASHBOARD AT YOUR OWN RISK AND THAT YOU WILL NOT RELY ON THE OPERATION OF THE PARTNER DASHBOARD IN ANY WAY. WE DO NOT WARRANT THAT THE PARTNER DASHBOARD WILL OPERATE ERROR-FREE OR THAT THE PARTNER DASHBOARD, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE CONTENT OR THE PARTNER DASHBOARD RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS. THE CONTENT AND THE PARTNER DASHBOARD ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, FITNESS FOR PARTICULAR PURPOSE, AND WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF GOODWILL OR REPUTATION, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE CONTENT, THE PARTNER DASHBOARD, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THE PARTNER DASHBOARD MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH ERRORS LISTED ON THE PARTNER DASHBOARD. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE PARTNER DASHBOARD AT ANY TIME WITHOUT NOTICE AND TO SUSPEND, REMOVE OR REVOKE ACCESS TO THE PARTNER DASHBOARD AT ANY TIME. 7. EXTERNAL SITES The Partner Dashboard may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk. 8. INDEMNIFICATION You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms of Use or your access to, use, or misuse of the Content or the Partner Dashboard. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter. 9. COMPLIANCE WITH APPLICABLE LAWS The Partner Dashboard is based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Partner Dashboard or the Content from outside of the United States, you do so at your own risk. Whether you are inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. 10. TERMINATION OF THE TERMS OF USE We reserve the right, in our sole discretion, to restrict, suspend, or terminate these Terms of Use and your access to all or any part of the Content or the Partner Dashboard, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Partner Dashboard or the Content at any time without prior notice or liability. 11. MISCELLANEOUS We reserve the right to amend these Terms of Use at any time. Modifications will be effective immediately upon posting unless we indicate otherwise. Your use of the Partner Dashboard indicates your full acceptance of these Terms of Use in their then-current form each time you use the Partner Dashboard. These Terms of Use are governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of New York. Any suit or action must be brought no later than one (1) year from the date on which the cause of action arose. The parties expressly waive any right to a jury trial regarding disputes related to these Terms of Use. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction or terminated in accordance with the Termination provision above, the invalidity or termination of such provision shall not affect the validity of the following provisions of these Terms of Use, which shall remain in full force and effect: “Intellectual Property,” “Communications to Us,” “No Warranties/Limitation of Liability,” “Indemnification,” “Termination of the Terms of Use,” and “Miscellaneous.” Our failure to act on or enforce any provision of the Terms of Use shall not be construed as a waiver of that provision or any other provision in these Terms of Use. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, the Clipix Partner Agreement and these Terms of Use constitute the entire agreement between you and us with respect to the subject matter, and supersede all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. These Terms of Use will inure to the benefit of our successors, assigns, licensees, and sublicensees. Copyright 2023 Clipix, LLC. All rights reserved.