Legal
Terms of service
How Lickly handles your information, and the terms that apply when you use it.
Legal
How Lickly handles your information, and the terms that apply when you use it.
Rad Technologies, Inc.
TERMS OF SERVICE
These Terms and Conditions (the “Terms”) form a legally binding agreement between Lickly, Inc., a Delaware corporation (“Lickly,” “Company,” “we,” “us,” or “our”), and you, the user, organization, or other legal entity (“you” or “Customer”) that accesses or uses the Lickly platform, including the website located at https://www.lickly.com and any related sub-domains, applications, software, tools, dashboards, features, application programming interfaces, integrations, content, and other services made available by Lickly (collectively, the “Platform” or the “Services”).
The Platform is organized around shared collaborative environments called “Workspaces.” Each Workspace is created by, and contractually associated with, a single “Workspace Owner,” who is responsible for the Workspace and for the conduct of all Affiliated Users (as defined below) within it. These Terms apply to the Workspace Owner, all Affiliated Users, and any other person or entity that accesses or uses the Platform in any manner, whether as a paid subscriber, free trial user, or unregistered visitor.
By creating a Workspace, registering for an Account, accessing or using the Platform, or executing an Order Form that references these Terms, you acknowledge that you have read, understood, and agreed to be bound by these Terms and by our Privacy Policy, which is incorporated herein by reference. If you are entering into these Terms on behalf of a company, brand, agency, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and “you” and “Customer” shall refer to that entity.
If you do not agree to these Terms, you must not create a Workspace, register for an Account, or access or use the Platform.
Capitalized terms used in these Terms have the meanings set forth in this Section 2 or where otherwise defined. The word “including” means “including without limitation.” Headings are for convenience only and do not affect interpretation.
“Account” means the individual user credential used by an Affiliated User to access a Workspace.
“Admin” means an Affiliated User who has been granted administrative rights within a Workspace by the Workspace Owner, including the ability to add, deactivate, or otherwise manage Accounts and User Content within that Workspace, but who does not control billing or termination of the Workspace itself.
“Affiliated User” means any individual who accesses or uses a Workspace under credentials issued, authorized, or controlled by the Workspace Owner, including Admins and Standard Users.
“AI Outputs” means content, recommendations, analyses, summaries, or other materials generated by automated, machine-learning, or artificial-intelligence features of the Platform.
“Campaign” means any marketing, influencer, promotional, advertising, content, or other initiative that is created, managed, generated, analyzed, or executed using the Platform.
“Influencer” means any individual, creator, publisher, or third party participating in or featured in a Campaign through the Platform.
“Order Form” means any ordering document, quote, online checkout flow, or similar instrument referencing these Terms and signed or otherwise accepted by the Workspace Owner that sets forth the Subscription Plan, fees, Subscription Term, and other commercial terms applicable to a Workspace.
“PII” means personally identifiable information collected by Lickly from an Affiliated User in connection with the Platform, including names, email addresses, phone numbers, login credentials, billing contact information, and any other information that directly identifies a natural person, as further described in the Privacy Policy.
“Social Media Assets” means social media accounts, pages, profiles, channels, or other digital properties associated with a Campaign or Influencer.
“Standard User” means an Affiliated User of a Workspace who is neither the Workspace Owner nor an Admin.
“Subscription Plan” means the subscription tier, feature set, and usage limits selected in an Order Form or on the Lickly website.
“Subscription Term” means the term of a paid subscription as set forth in the applicable Order Form. Unless otherwise specified in an Order Form, the Subscription Term is annual.
“Third-Party Services” means any third-party platforms, websites, services, application programming interfaces, or tools not owned or controlled by Lickly.
“User Content” means any data, text, images, videos, prompts, inputs, audience lists, Campaign data, Social Media Asset references, or other materials submitted to, uploaded to, or generated through the Platform by or on behalf of you or any Affiliated User.
“Workspace” means a collaborative environment within the Platform created by and associated with a single Workspace Owner, within which Affiliated Users may access shared User Content, Campaigns, and features.
“Workspace Owner” means the individual or legal entity that creates a Workspace, accepts these Terms in connection with that Workspace, and is the contracting counterparty under any Order Form for that Workspace.
Lickly provides a software-as-a-service platform designed to help marketing teams, brands, agencies, and similar organizations build, manage, analyze, and optimize Campaigns. Features may include audience analysis, influencer and creator discovery and scoring, content generation, cohort segmentation, workflow automation, performance dashboards, reporting, and related functionality. Specific features, capabilities, and limits may vary by Subscription Plan and may evolve over time.
The Platform is provided on an “as available” basis and is intended for business and professional use. Lickly reserves the right, in its sole discretion, to add, modify, enhance, limit, suspend, or discontinue any aspect of the Platform, including features, functionality, or integrations, at any time and without liability, provided that material reductions in functionality for a paid Workspace during a Subscription Term will be reasonably communicated to the Workspace Owner.
Lickly may from time to time make experimental, preview, or beta features (“Beta Features”) available. Beta Features are provided “as is,” may be incomplete or unstable, are not subject to any service-level commitments, and may be modified, suspended, or discontinued at any time without notice.
To access or use the Platform, you must be at least eighteen (18) years of age and capable of forming a legally binding agreement. By creating a Workspace or registering for an Account, you represent and warrant that you meet these eligibility requirements and that your use of the Platform does not violate any applicable law, regulation, or contractual obligation.
When creating a Workspace or registering for an Account, you agree to provide accurate, current, and complete information and to update such information promptly when it changes. Lickly may, in its sole discretion, refuse registration, suspend access, or terminate Accounts where eligibility requirements are not met, information is inaccurate or misleading, or use of the Platform presents legal, regulatory, security, or operational risk.
The Platform is organized around Workspaces. Each Workspace is created by and contractually associated with a single Workspace Owner. The Workspace Owner is the contracting counterparty under these Terms with respect to that Workspace and is ultimately responsible for the Workspace, including all User Content stored in it, all Affiliated Users with access to it, and all activity that occurs within it.
The Workspace Owner has, or may delegate, the exclusive authority within a Workspace to: (a) accept these Terms and any applicable Order Form; (b) select, change, or cancel the Subscription Plan; (c) manage billing and payment information and approve charges; (d) terminate the Workspace; and (e) assign or revoke Admin status for other Affiliated Users. The Workspace Owner is responsible for ensuring that all Affiliated Users comply with these Terms and for all acts and omissions of Affiliated Users in connection with the Workspace.
Admins are Affiliated Users who have been granted administrative rights by the Workspace Owner. Admins may add, remove, deactivate, or otherwise manage Accounts and User Content within the Workspace as enabled by the Platform from time to time. Admins do not have authority to bind the Workspace Owner to additional fees, modify these Terms, terminate the Workspace, or change billing arrangements, except to the extent expressly authorized by the Workspace Owner.
Standard Users are Affiliated Users who access the Workspace under credentials issued or authorized by the Workspace Owner or an Admin and who do not hold Admin or Workspace Owner status. Standard Users may access, create, and modify User Content within the scope of the permissions granted by the Workspace Owner or an Admin. Standard Users may not terminate the Workspace, modify the Subscription Plan, or take any other action reserved to the Workspace Owner or an Admin.
Lickly may rely on instructions, requests, and consents received from the Workspace Owner (and from Admins acting within the scope of their authority) as authoritative with respect to the Workspace, including with respect to provisioning, deprovisioning, configuration, data deletion, restoration, and data access requests. The Workspace Owner agrees that Lickly is not required to obtain confirmation from individual Affiliated Users prior to acting on such instructions. As between Lickly and the Workspace Owner, the Workspace Owner is responsible for any internal disputes among Affiliated Users.
Lickly reserves the right to modify the roles, permissions, capabilities, and naming conventions associated with Workspaces, Workspace Owners, Admins, and Standard Users from time to time as the Platform evolves, provided that the general allocation of responsibility described in this Section 5 will continue to apply: the Workspace Owner is ultimately responsible for the Workspace, including billing and termination; administrative actions over Affiliated Users and User Content within a Workspace are reserved to roles authorized by the Workspace Owner; and Standard Users are limited to the scope of permissions granted to them.
Paid access to the Platform requires a Subscription Plan. The Subscription Plan, Subscription Term, fees, and other commercial terms applicable to a Workspace will be set forth in an Order Form or on the Lickly website at the time of purchase. Unless otherwise specified in an Order Form, the Subscription Term is annual. Lickly may change its pricing, plans, and feature allocations from time to time; changes will not affect a Workspace during its then-current Subscription Term.
Except as expressly provided in the applicable Order Form or as required by applicable law, a Workspace Owner may not cancel a paid Subscription mid-term. Arequest to terminate the Workspace, the Subscription, or to delete the Account during a Subscription Term will be honored effective as of the expiration of the then-current Subscription Term. The Workspace Owner remains responsible for all fees through the end of the Subscription Term.
Renewal terms, including whether a Subscription auto-renews, will be set forth in the applicable Order Form. Unless an Order Form provides otherwise, the Workspace Owner may elect not to renew by providing written notice (including notice through the Platform or by email to support@lickly.com) no later than thirty (30) days prior to the end of the then-current Subscription Term. Failure to provide timely notice will result in renewal on terms set forth in the applicable Order Form or, if none, on Lickly’s then-current standard terms and pricing.
Lickly may offer free trial access, promotional pricing, or other promotional programs (collectively, “Trials”). The duration, eligibility, and other terms of a Trial will be communicated at the time of sign-up. Trials are provided “as is” and may be modified or terminated by Lickly at any time. A Trial confers no right to continued access after expiration of the Trial unless the Workspace Owner converts the Trial to a paid Subscription. Trial Workspaces and Accounts that are not converted may be deactivated, archived, and have their PII deleted after a reasonable period of inactivity following expiration of the Trial.
The Workspace Owner is responsible for all fees, taxes, duties, and governmental charges associated with a Workspace (excluding taxes based on Lickly’s net income). Payment processing may be handled by third-party payment processors, and the Workspace Owner agrees to comply with their terms. If a payment is declined, reversed, or otherwise unsuccessful, Lickly may suspend access to the Workspace until the payment issue is resolved.
Except as expressly required by applicable law or expressly agreed in writing by Lickly, all fees paid to Lickly are non-refundable. No refund or credit is provided for unused portions of a Subscription Term, downgrades, deactivations, account closures, or for periods during which a Workspace is suspended due to your breach of these Terms.
You agree to use the Platform only for lawful business purposes and in compliance with these Terms and all applicable laws and regulations. You agree not to (and not to permit any Affiliated User or third party to):
Lickly may monitor use of the Platform to verify compliance with these Terms. If Lickly determines, in its reasonable discretion, that you have breached these Terms, Lickly may suspend or terminate your access to the Platform and pursue any other available remedies.
As between you and Lickly, you retain ownership of all User Content. You grant Lickly a worldwide, royalty-free, non-exclusive, sublicensable (to Lickly’s service providers) license to host, store, copy, process, transmit, display, and otherwise use User Content as necessary to operate, provide, maintain, support, and improve the Platform; to comply with legal obligations; and to enforce these Terms.
You further agree that Lickly may create de-identified, aggregated, or otherwise anonymized data derived from User Content (“Anonymized Data”) and may use Anonymized Data for any lawful business purpose, including to operate, secure, improve, benchmark, and develop the Platform and Lickly’s other products and services. Anonymized Data shall not identify you, any Affiliated User, or any individual.
You represent and warrant that you have all rights necessary to grant the rights granted in this Section 8 and that User Content does not infringe or violate the intellectual property, privacy, publicity, contractual, or other rights of any third party. You are solely responsible for the legality, accuracy, completeness, and appropriateness of User Content.
If you provide Lickly with any feedback, ideas, suggestions, or recommendations regarding the Platform (“Feedback”), you grant Lickly a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, and otherwise exploit such Feedback for any purpose, without obligation or compensation to you.
You and the Affiliated Users in your Workspace are solely responsible for the design, content, execution, compliance, and outcomes of Campaigns. Analytics, performance metrics, estimates, recommendations, and other insights provided through the Platform are for informational purposes only and do not guarantee performance, reach, engagement, or results.
If you use the Platform to create, manage, generate, or support a Campaign, you agree to link all relevant Social Media Assets associated with that Campaign to the Platform in accordance with Lickly’s technical and operational requirements. You acknowledge that Influencer compensation, performance tracking, analytics, reporting, and Campaign validation may depend on proper linking of Social Media Assets, and Lickly has no responsibility or liability for outcomes that result from a failure to link required Social Media Assets.
Lickly is not a party to any agreement between you and an Influencer. You are solely responsible for ensuring that payment terms with Influencers are lawful, clearly communicated, and honored, and that Campaigns comply with applicable advertising, consumer-protection, intellectual-property, and disclosure laws and with the terms of any third-party platforms involved.
Certain features of the Platform generate AI Outputs based on User Content, prompts, or other inputs. AI Outputs are generated automatically and may be inaccurate, incomplete, biased, or unsuitable for your intended purpose. AI Outputs are provided for informational and assistive purposes only and do not constitute professional, legal, marketing, or compliance advice.
You are solely responsible for reviewing, validating, editing, and determining the suitability, legality, and appropriateness of AI Outputs before publishing, distributing, or relying on them. You acknowledge that AI Outputs may not be unique and may be similar to outputs generated for other users. Lickly does not guarantee the originality, accuracy, or non-infringement of AI Outputs and disclaims liability for any claims or losses arising from your use of AI Outputs.
All right, title, and interest in and to the Platform, including all software, technology, designs, text, graphics, interfaces, visual elements, logos, trademarks, service marks, trade dress, and documentation (collectively, “Company Materials”), are and remain the exclusive property of Lickly or its licensors. Subject to your compliance with these Terms, Lickly grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for your internal business purposes during the applicable Subscription Term or Trial.
All rights not expressly granted in these Terms are reserved by Lickly. Nothing in these Terms grants you any right or license to use any Company trademark, service mark, or trade name without Lickly’s prior written consent.
The Platform may integrate with or enable connections to Third-Party Services, including social media platforms, advertising platforms, analytics tools, cloud storage providers, and payment processors. Your use of any Third-Party Service is governed solely by the terms and privacy policies of that Third-Party Service. Lickly does not control or endorse Third-Party Services and is not responsible for their availability, security, accuracy, or content.
If a Third-Party Service ceases operation, changes its terms, or restricts or discontinues access, Lickly is not obligated to maintain compatibility or continuity of any feature that depends on that Third-Party Service.
By using the Platform, you consent to receive communications from Lickly electronically, including notices, disclosures, agreements, account-related notifications, billing communications, security notices, and other transactional or service-related messages. You agree that electronic communications satisfy any legal requirement that such communications be in writing. Notices may be delivered by email, through the Platform, or by other reasonable electronic means using the contact information associated with your Account or Workspace, and shall be deemed received when sent.
Lickly may send marketing or promotional communications about the Platform or other Lickly products and services to Affiliated Users who have opted in to receive such communications, in accordance with the Privacy Policy. You may opt out of marketing communications at any time using the unsubscribe mechanism included in those communications or by contacting support@lickly.com. Opting out of marketing communications does not affect transactional or service-related communications, which are necessary for your use of the Platform.
Lickly does not place automated or pre-recorded marketing telephone calls or send marketing text messages to Affiliated Users who have not provided express prior consent. Manual, human-initiated outreach by Lickly personnel for sales or service purposes may occur without express consent where permitted by applicable law and is not an automated marketing call. If you do not wish to receive such outreach, you may notify Lickly at support@lickly.com and Lickly will honor reasonable requests to discontinue such outreach to your contact information.
You are responsible for maintaining accurate, current contact information for the Workspace Owner and Affiliated Users and for monitoring communications from Lickly. Lickly is not responsible for any failure of notice arising from outdated or incorrect contact information or from your failure to review electronic communications.
Your use of the Platform is subject to the Lickly Privacy Policy, which describes how Lickly collects, uses, processes, stores, shares, and protects PII and other information in connection with the Platform. By accessing or using the Platform, you acknowledge that you have reviewed the Privacy Policy and consent to the data practices described therein.
Lickly implements reasonable administrative, technical, and organizational measures designed to protect data processed through the Platform. No system, however, can be guaranteed to be completely secure, and you acknowledge that you submit data to the Platform at your own risk. Lickly will respond to verifiable individual rights requests received under applicable privacy laws (including GDPR and the CCPA/CPRA) in accordance with the Privacy Policy and applicable law.
Termination of a Workspace, cancellation of a Subscription, and deletion of the Workspace are reserved to the Workspace Owner. Addition, deactivation, and removal of individual Accounts within a Workspace are reserved to the Workspace Owner and Admins. Standard Users may not terminate the Workspace, cancel the Subscription, or delete other Accounts. Lickly may, in its discretion, act on instructions from the Workspace Owner or an authorized Admin without separate confirmation from individual Affiliated Users.
Subject to Section 6.2, a Workspace Owner may request termination of a Workspace at any time. Except as expressly provided in the applicable Order Form or required by applicable law, termination requests made during a paid Subscription Term will be honored effective at the end of the then-current Subscription Term, at which point the Workspace will enter the archival period described in Section 15.5.
Lickly may, in its sole discretion and without liability, suspend, limit, or terminate a Workspace, an Account, or your access to the Platform, in whole or in part, with or without notice, if Lickly determines that (a) you have materially breached these Terms; (b) your use of the Platform presents a legal, regulatory, security, or reputational risk; (c) required fees are unpaid; or (d) continued provision of the Platform is no longer commercially or legally feasible. Lickly will provide reasonable notice where practicable and where the cause is curable.
Trial Workspaces and Accounts that are not converted to a paid Subscription may be deactivated and archived after a reasonable period of inactivity following expiration of the Trial, after which PII associated with the Workspace and its Affiliated Users will be deleted and the remaining content will be anonymized in accordance with Section 15.6. Lickly will use reasonable efforts to provide advance email notice prior to such deactivation.
Following the Termination Effective Date for a Workspace, the Workspace will be placed into an archived state for thirty (30) days (the "Archival Period"). The "Termination Effective Date" means: (a) for a paid Workspace terminated under Section 15.2, the last day of the then-current Subscription Term; (b) for a Workspace terminated by Lickly under Section 15.3, the date stated in Lickly's notice or, if none, the effective date of termination; and (c) for a Trial Workspace under Section 15.4, the date the Trial expires or, if later, the date of deactivation under Section 15.4. During the Archival Period, the Workspace is not accessible for ongoing operations, but the Workspace Owner may request restoration by contacting support@lickly.com. Restoration is at Lickly’s discretion and may require reactivation of a Subscription and re-verification of identity. After the Archival Period, the Workspace becomes non-restorable.
Upon expiration of the Archival Period, Lickly will delete the PII associated with the Workspace and its Affiliated Users from active production systems. Non-PII data (such as Campaign data, audience data, performance data, and Influencer-list data) may be retained in anonymized form and used by Lickly as Anonymized Data in accordance with Section 9. Lickly may retain limited information, including basic Account identifiers, for audit, accounting, dispute-resolution, tax, regulatory, fraud-prevention, and similar purposes to the extent permitted or required by applicable law.
Lickly takes regular system backups of the Platform for disaster-recovery and business-continuity purposes. Backup snapshots are retained for no more than fourteen (14) days, after which they are overwritten or otherwise expire in the ordinary course. As a result, PII deleted from production systems will be eliminated from Lickly’s backup systems within fourteen (14) days following such deletion. Lickly is not obligated to selectively scrub backup snapshots in response to individual deletion requests; deletion will instead occur through the ordinary backup-cycle process described in this Section 16.7.
Subject to applicable law and the Privacy Policy, an Affiliated User may submit a verifiable request to delete PII or to exercise other applicable individual rights. Lickly will process such requests in accordance with the Privacy Policy. Where the Workspace Owner has a continuing contractual basis for the processing of PII (for example, to provide Services to that Workspace Owner during an active Subscription Term), Lickly may continue to process limited PII as necessary to perform its contractual obligations and may defer full deletion until the end of the applicable Subscription Term or Archival Period.
You are responsible for exporting any User Content you wish to retain prior to the end of the applicable Subscription Term or Trial. The Platform provides export tools for certain categories of User Content; you are encouraged to use these tools while your Subscription or Trial remains active. As a courtesy and at Lickly’s discretion, Lickly may, upon written request received within fourteen (14) days following the end of the Subscription Term or Trial, provide a one-time export of User Content of the kinds that were available for export through the Platform while the Subscription or Trial was active. After the Archival Period, no further export is available.
Upon termination or expiration of your access to the Platform, your right to access and use the Platform immediately ceases, and you must discontinue all use of the Platform. The following provisions survive termination or expiration of these Terms: Sections 2 (Definitions), 8 (User Content and License Grant), 10 (AI Outputs), 11 (Intellectual Property), 13 (Communications), 15 (Termination, Data Retention, Restoration, and Export), 16 (Suspension), 17 (Disclaimers), 18 (Limitation of Liability), 19 (Indemnification), 20 (Governing Law and Dispute Resolution), 22 (Assignment), 23 (Force Majeure), 25 (Severability, Waiver, and Entire Agreement), and any other provision that by its nature is intended to survive.
In addition to Lickly’s termination rights under Section 16, Lickly may suspend or limit your access to the Platform, in whole or in part, where Lickly reasonably determines that suspension is necessary to (a) prevent material harm to the Platform, other users, or third parties; (b) comply with applicable law or third-party requirements; (c) address suspected fraud, abuse, or unauthorized access; or (d) address non-payment. Lickly will use commercially reasonable efforts to provide notice and to limit the scope and duration of any suspension to what is reasonably necessary.
THE PLATFORM, ALL FEATURES, ALL AI OUTPUTS, ALL CAMPAIGNS, AND ALL OTHER MATERIALS, SERVICES, AND INFORMATION PROVIDED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICKLY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND AVAILABILITY. LICKLY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF DEFECTS, OR THAT CAMPAIGNS, PAYMENTS, AI OUTPUTS, OR ANY OTHER RESULTS WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS.
Some jurisdictions do not permit the disclaimer of certain warranties, in which case some of the foregoing disclaimers may not apply to you to the extent prohibited by law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICKLY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “LICKLY PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE LICKLY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE LICKLY PARTIES ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY THE WORKSPACE OWNER TO LICKLY FOR THE APPLICABLE WORKSPACE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100). THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
Some jurisdictions do not permit the limitation or exclusion of liability for certain damages, in which case some of the foregoing limitations may not apply to you to the extent prohibited by law.
You agree to defend, indemnify, and hold harmless the Lickly Parties from and against any and all third-party claims, demands, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your or any Affiliated User’s access to or use of the Platform; (b) any breach of these Terms by you or any Affiliated User; (c) User Content, including any claim that User Content infringes or violates the rights of a third party; (d) any Campaign, including disputes with Influencers, regulators, or third-party platforms; (e) your use or distribution of AI Outputs; and (f) any failure to link required Social Media Assets.
Lickly reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with Lickly in asserting any available defenses. You will not settle any matter affecting Lickly without Lickly’s prior written consent.
These Terms and any disputes arising out of or relating to these Terms or the Platform are governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before initiating arbitration or any legal proceeding, you agree to first notify Lickly in writing at support@lickly.com describing the dispute in reasonable detail and attempt in good faith to resolve the dispute informally for a period of at least thirty (30) days.
To the extent permitted by applicable law, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform that is not resolved informally shall be submitted to final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted in Los Angeles County, California, unless the parties agree otherwise. The arbitrator’s award shall be final and binding and may be entered in any court of competent jurisdiction. Each party waives any right to participate in a class action, class arbitration, or other representative proceeding. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in court to prevent the unauthorized use or disclosure of intellectual property or confidential information.
Any claim or cause of action arising out of or relating to these Terms or the Platform must be filed within one (1) year after the claim arose; otherwise, the claim is permanently waived, to the extent permitted by applicable law.
Lickly may modify these Terms from time to time. When Lickly does so, it will update the “Effective Date” at the top of these Terms and, for material changes, will use commercially reasonable efforts to notify the Workspace Owner by email or through the Platform. Material changes will not take effect with respect to a Workspace during its then-current paid Subscription Term unless required by law. Your continued access to or use of the Platform after the effective date of any change constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Platform and, if applicable, request termination in accordance with Section 15.
You may not assign, transfer, or delegate these Terms, in whole or in part, whether by operation of law or otherwise, without Lickly’s prior written consent, and any attempted assignment in violation of this Section 22 is null and void. Lickly may freely assign or transfer these Terms, in whole or in part, including in connection with a merger, acquisition, reorganization, sale of assets, or change of control. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their respective permitted successors and assigns.
Lickly is not liable for any failure or delay in performance under these Terms to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, pandemics, labor disputes, acts of government, war, terrorism, civil unrest, internet or telecommunications failures, power failures, cyberattacks, or failures of Third-Party Services. Lickly will use reasonable efforts to resume performance as soon as practicable. This Section 23 does not excuse your obligation to pay fees accrued prior to the force-majeure event.
You may not access or use the Platform if you are located in, ordinarily resident in, or organized under the laws of any country or territory subject to comprehensive U.S. trade sanctions, or if you are designated on any list of prohibited or restricted parties maintained by the U.S. government or other applicable authority. You agree to comply with all applicable U.S. and international export-control, sanctions, anti-boycott, and similar laws when using the Platform, and you will not use the Platform for any prohibited purpose, including the development or proliferation of weapons of mass destruction or unlawful surveillance.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable or, if it cannot be modified, will be severed from these Terms, and the remaining provisions will remain in full force and effect. Lickly’s failure to enforce any right or provision of these Terms is not a waiver of that right or provision, and no waiver is effective unless in writing and signed by an authorized representative of Lickly.
These Terms, together with the Privacy Policy, any applicable Order Form, and any other policies, guidelines, or documents expressly incorporated by reference, constitute the entire agreement between you and Lickly regarding your access to and use of the Platform and supersede all prior or contemporaneous agreements, proposals, communications, or understandings, whether written or oral, relating to the subject matter hereof. In the event of a conflict between these Terms and an Order Form executed by both parties, the Order Form controls solely with respect to the conflicting provision and solely as to the Workspace covered by that Order Form.
Lickly respects the intellectual property rights of others and complies with the Digital Millennium Copyright Act. If you believe that any content available on or through the Platform infringes your copyright, please notify Lickly’s designated agent at support@lickly.com with: (a) a description of the copyrighted work claimed to be infringed; (b) the URL or location of the allegedly infringing material; (c) your contact information, including name, address, telephone number, and email; (d) a statement that you have a good-faith belief that the use is not authorized by the copyright owner or the law; (e) a statement that the information in the notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner; and (f) your electronic or physical signature. Upon receipt of a valid notice, Lickly may remove or disable access to the allegedly infringing material and, in appropriate circumstances, terminate the accounts of repeat infringers.
Questions, comments, or concerns regarding these Terms or the Platform may be directed to:
Lickly, Inc. Website: https://www.lickly.com Email: support@lickly.com