TERMS OF SERVICE

These Terms of Service (“Terms”) govern access to and use of the Lickly platform and related services.

1. Acceptance of Terms

These Terms constitute a legally binding agreement between you and RAD Technologies, Inc., doing business as Lickly, governing your access to and use of the Lickly platform, including all software, websites, applications, tools, features, and related services (collectively, the “Platform”).

By accessing, registering for, or using the Platform in any manner, including creating an account, generating content, creating or managing campaigns, or otherwise interacting with the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are using the Platform 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 all references to “you” or “your” shall refer to that entity.

If you do not agree to these Terms, you must not access or use the Platform. Continued use of the Platform following any modification to these Terms constitutes acceptance of the revised Terms, and it is your responsibility to review the Terms periodically.

2. Definitions and Interpretation

For purposes of these Terms, the following capitalized terms shall have the meanings set forth below. Additional capitalized terms may be defined elsewhere in these Terms.

 “AI Outputs” means any content, recommendations, analyses, or materials generated by automated systems or artificial intelligence features of the Platform.

“Campaign” means any marketing, influencer, promotional, advertising, or content-related initiative created, managed, generated, analyzed, or executed using the Platform.

“Company,” “Lickly,” “we,” “us,” or “our” means RAD Technologies, Inc., doing business as Lickly.

“Influencer” means any individual, creator, publisher, or third party participating in a Campaign through the Platform.

“Platform” means the Lickly software-as-a-service platform, including all websites, applications, tools, dashboards, features, integrations, and related services provided by the Company.

“Social Media Assets” means social media accounts, pages, profiles, channels, or other digital properties associated with a Campaign or Influencer.

“Third-Party Services” means any third-party platforms, websites, services, APIs, or tools not owned or controlled by the Company.

“User,” “you,” or “your” means any individual or legal entity that accesses or uses the Platform.

“User Content” means any data, text, images, videos, prompts, inputs, materials, or information submitted to, uploaded to, or generated through the Platform by or on behalf of a User.

Headings are for convenience only and do not affect interpretation. The word “including” shall be interpreted without limitation, and the singular includes the plural and vice versa where the context permits.

3. Description of the Platform and Services

(a) Lickly provides a self-service software-as-a-service platform designed to support campaign creation, influencer collaboration, content generation, analytics, performance tracking, and related marketing workflows. Certain features of the Platform may utilize automated processes or artificial intelligence technologies to assist Users in generating content, insights, or recommendations.

(b) The Platform is provided on an “as available” basis and may evolve over time. The Company reserves the right to modify, enhance, limit, suspend, or discontinue any aspect of the Platform, including features, functionality, or integrations, at any time and in its sole discretion.

(c) The Platform is a tool intended to facilitate workflows and campaigns. The Company does not guarantee outcomes, performance, compliance, accuracy, or results, and responsibility for the use of the Platform and any Campaigns created through it rests solely with the User.

4. Eligibility and Account Registration

(a) To access or use the Platform, you must be at least eighteen (18) years of age and capable of entering into a legally binding agreement. By registering for an account or otherwise using the Platform, you represent and warrant that you meet these eligibility requirements and that your use of the Platform does not violate any applicable law or contractual obligation.

(b) When creating an account, you agree to provide accurate, current, and complete information, including information required to identify you or the entity you represent. You agree to maintain and promptly update such information to ensure it remains accurate and complete at all times.

(c) The Company reserves the right, in its sole discretion, to 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, or operational risk. Account registration is personal to you or the entity you represent, and you may not permit unauthorized persons to access or use the Platform under your account.

5. User Accounts and Security

(a) You are responsible for maintaining the confidentiality and security of your account credentials, including usernames, passwords, authentication keys, and any other access mechanisms associated with your account. You are solely responsible for all activities that occur under your account, whether authorized by you or not.

(b) You agree to notify the Company promptly of any actual or suspected unauthorized use of your account, security breach, or compromise of credentials. Failure to do so may result in increased risk or liability for which the Company shall not be responsible.

(c) While the Company may implement reasonable administrative, technical, and organizational safeguards, the Company does not guarantee that unauthorized access or security breaches will never occur. You agree that the Company shall not be liable for any loss, damage, or claims arising from your failure to safeguard account credentials or from unauthorized access resulting from your acts or omissions.

6. Subscription Plans, Fees, and Billing

(a) Certain features or functionality of the Platform may be offered on a subscription basis or otherwise require payment of fees. You agree to pay all applicable fees in accordance with the pricing, billing terms, and payment methods presented to you at the time of purchase, upgrade, or renewal.

(b) Unless expressly stated otherwise, subscriptions automatically renew for successive billing periods until cancelled in accordance with the Platform’s cancellation procedures. All fees are non-refundable except as required by applicable law or expressly agreed to in writing by the Company.

(c) You are responsible for all applicable taxes, duties, or governmental charges associated with your use of the Platform, excluding taxes based on the Company’s income. The Company reserves the right to change pricing, fees, or billing practices upon reasonable notice, and failure to pay applicable fees may result in suspension or termination of access to the Platform.

7. User Responsibilities and Acceptable Use

(a) You agree to use the Platform solely for lawful purposes and in accordance with these Terms. You are responsible for ensuring that your use of the Platform complies with all applicable laws, regulations, advertising standards, disclosure obligations, and third-party terms, including those imposed by social media platforms and payment providers.

(b) You may not use the Platform in a manner that is fraudulent, deceptive, misleading, infringing, abusive, harmful, or otherwise objectionable, nor may you interfere with or disrupt the operation, security, or integrity of the Platform or its underlying systems.

(c) You are solely responsible for all User Content, Campaigns, communications, and activities conducted through your account. The Company does not monitor or pre-approve User Content or Campaigns and disclaims responsibility for any claims, disputes, or losses arising from your use of the Platform. The Company reserves the right to suspend or terminate access for violations of this clause or conduct that poses legal, regulatory, or reputational risk.

8. Campaign Creation and Management

(a) The Platform enables Users to create, manage, generate, and analyze Campaigns, including influencer-based and content-driven initiatives. All Campaigns are initiated, controlled, and executed at your direction, and you retain sole responsibility for their structure, content, compliance, and outcomes.

(b) Any analytics, performance metrics, estimates, recommendations, or insights provided through the Platform are for informational purposes only and do not constitute guarantees of performance, reach, engagement, or results. You acknowledge that Campaign outcomes may be affected by factors outside the Company’s control, including third-party platform policies and user behavior.

(c) You are responsible for ensuring that Campaigns comply with advertising, consumer protection, intellectual property, and disclosure laws, as well as contractual obligations with Influencers and third parties. The Company shall not be responsible for disputes, enforcement actions, payment disagreements, or regulatory issues arising from Campaigns.

9. Mandatory Social Media Asset Linking

(a) If you use the Platform in any manner to create, manage, generate, or support a Campaign, you are required to link all relevant Social Media Assets associated with that Campaign to the Platform in accordance with the Company’s technical and operational requirements. This requirement applies regardless of whether the Platform workflow technically enforces asset linking at the time of use.

(b) You acknowledge and agree that Influencer compensation, performance tracking, analytics, reporting, and Campaign validation are dependent on proper Social Media Asset linking. Failure to link required Social Media Assets may result in the inability to track Campaign activity, process payments, or otherwise support the Campaign, and the Company shall have no responsibility or liability for such outcomes.

(c) This requirement is necessary to protect the Company’s contractual relationships with third-party social media platforms and to ensure compliant access to their APIs and data. Failure to link required Social Media Assets may constitute a material breach of these Terms and may result in suspension or termination of access to the Platform.

10. Influencer Payments and Eligibility

(a) All Influencer compensation obligations, including payment amounts, timing, methods, taxes, reporting, and compliance with applicable law, are the sole responsibility of the User. 

(b) The Company does not guarantee that any Influencer will be paid unless Campaign activity is properly tracked and verified through the Platform. If Social Media Assets are not linked, data is unavailable, or third-party platform access is restricted, payment processing may be delayed, reduced, or not occur, and the Company shall have no liability for such outcomes. The Company does not process, fund, guarantee, escrow, advance, or otherwise assume responsibility for any Influencer payments, regardless of Platform functionality or representations.

(c) You are responsible for ensuring that payment terms with Influencers are lawful, clearly communicated, and honored in accordance with applicable laws. The Company is not a party to any agreement between you and an Influencer and disclaims responsibility for disputes, claims, or liabilities arising from Influencer relationships. Without limitation, the Company shall have no liability for unpaid amounts, payment disputes, chargebacks, penalties, withholding obligations, or claims asserted by Influencers against you.

11. User Content and Inputs

(a) You retain ownership of User Content you submit to the Platform, subject to the rights granted to the Company under these Terms. By submitting User Content, you grant the Company a non-exclusive, worldwide, royalty-free right to use, process, store, reproduce, modify, and display such User Content solely for the purpose of operating, providing, and improving the Platform and related services.

(b) You represent and warrant that you have all necessary rights, permissions, and authority to submit User Content and that such content does not infringe or violate the rights of any third party. You are solely responsible for the accuracy, legality, and appropriateness of User Content.

(c) The Company does not review or endorse User Content and shall not be liable for any claims, damages, or losses arising from User Content or your reliance on it.

12. AI Generated Content and Outputs

(a) Certain features of the Platform generate AI Outputs based on User Content, prompts, or other inputs. You acknowledge that AI Outputs are generated automatically and may be inaccurate, incomplete, or unsuitable for your intended purpose.

(b) 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, and determining the appropriateness of any AI Outputs before use.

(c) The Company does not guarantee originality, accuracy, or non-infringement of AI Outputs and disclaims liability for any claims or losses arising from their use.

13. Use of AI Outputs

(a) You may use AI Outputs generated through the Platform solely at your own discretion and risk. You acknowledge that AI Outputs may not be unique, may be similar to content generated for other users, and may be influenced by limitations inherent in automated and artificial intelligence systems.

(b) You are solely responsible for reviewing, editing, verifying, and determining the suitability, legality, and compliance of any AI Outputs before publishing, distributing, or relying on them in connection with a Campaign or any other activity.

(c) The Company disclaims responsibility for how AI Outputs are used and shall not be liable for any claims, damages, or losses arising from your reliance on or use of AI Outputs, including claims related to accuracy, infringement, or regulatory compliance.

14. Intellectual Property Rights

(a) The Platform, including all software, technology, designs, text, graphics, interfaces, and other materials provided by the Company, is owned by or licensed to the Company and is protected by intellectual property and proprietary rights laws. Except as expressly permitted under these Terms, no rights are granted to you in or to the Platform.

(b) You may not copy, modify, distribute, sell, lease, sublicense, reverse engineer, or otherwise exploit the Platform or any portion thereof without the Company’s prior written consent.

(c) All rights not expressly granted to you are reserved by the Company. Use of the Platform does not transfer any ownership or proprietary rights to you or any third party.

15. Third-Party Services and APIs

(a) The Platform may integrate with or rely on Third-Party Services, including social media platforms, APIs, payment processors, and data providers. Your use of such Third-Party Services is subject to their respective terms and policies, and the Company does not control or endorse them.

(b) Access to certain Platform features may depend on continued availability of Third-Party Services and compliance with their requirements. The Company does not guarantee uninterrupted access to Third-Party Services or data.

(c) The Company shall not be liable for disruptions, limitations, data loss, or changes resulting from Third-Party Services, including changes to APIs, access permissions, or platform policies.

16. Disclaimers of Warranties

(a) THE PLATFORM AND ALL SERVICES, FEATURES, CONTENT, AND AI OUTPUTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND AVAILABILITY.

(c) THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF DEFECTS, OR THAT CAMPAIGNS, PAYMENTS, AI OUTPUTS, OR RESULTS WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS.

17. Limitation of Liability

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM.

(b) THE COMPANY’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO THE COMPANY FOR USE OF THE PLATFORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(c) THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. Indemnification

(a) You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, contractors, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses arising out of or related to your use of the Platform.

(b) This includes claims arising from your Campaigns, User Content, AI Output usage, failure to link Social Media Assets, violations of applicable law, or breach of these Terms.

(c) The Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate fully in such defense.

19. Suspension and Termination

(a) The Company reserves the right, in its sole discretion, to suspend or terminate your access to the Platform, in whole or in part, at any time and with or without notice, if the Company determines that you have violated these Terms, failed to comply with applicable laws or third-party requirements, posed a legal, regulatory, or security risk, or engaged in conduct that could harm the Company, the Platform, or other users.

(b) Suspension or termination may include disabling access to accounts, Campaigns, data, features, or Social Media Asset integrations. The Company is not obligated to provide refunds or credits for any unused subscription periods following suspension or termination, except as required by applicable law.

(c) Termination of access does not limit the Company’s right to pursue any other remedies available under law or equity.

20. Effect of Termination

(a) Upon termination or expiration of your access to the Platform for any reason, your right to use the Platform will immediately cease, and you must discontinue all use of the Platform.

(b) Any provisions of these Terms that by their nature should survive termination shall survive, including provisions relating to intellectual property, disclaimers of warranties, limitation of liability, indemnification, dispute resolution, and governing law.

(c) The Company may retain or delete User Content, account data, or Campaign information in accordance with its data retention practices and applicable law, and shall have no obligation to retain such information following termination.

21. Governing Law and Venue

(a) These Terms and any disputes arising out of or relating to them or the Platform shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

(b) Subject to any arbitration requirements set forth in these Terms, you agree that any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located within Los Angeles County, California, and you consent to the personal jurisdiction and venue of such courts.

(c) You waive any objection to such jurisdiction or venue, including any claim that such forum is inconvenient.

22. Dispute Resolution and Arbitration

(a) To the extent permitted by applicable law, you agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be resolved through binding arbitration on an individual basis, rather than in court, except that either party may seek injunctive or equitable relief for misuse of intellectual property or unauthorized access to the Platform.

(b) Arbitration shall be conducted in accordance with commercially reasonable arbitration rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. You waive any right to participate in a class action, class arbitration, or representative proceeding.

(c) You acknowledge that arbitration limits certain rights, including the right to a jury trial, and that arbitration decisions are generally final and binding.

23. Changes to the Terms

(a) The Company reserves the right to modify, update, or replace these Terms at any time in its sole discretion. Changes will become effective upon posting to the Platform or as otherwise communicated to you.

(b) Your continued use of the Platform after any changes to the Terms constitutes acceptance of the revised Terms. If you do not agree to the updated Terms, you must discontinue use of the Platform.

(c) It is your responsibility to review the Terms periodically to stay informed of any updates.

24. Privacy and Data Protection

(a) Your use of the Platform is subject to the Company’s Privacy Policy, which describes how personal data, account information, Campaign data, and other information are collected, used, processed, stored, and shared. By accessing or using the Platform, you acknowledge that you have reviewed the Privacy Policy and consent to the data practices described therein.

(b) You acknowledge that the Platform may process data related to Campaigns, Influencers, Social Media Assets, and Third-Party Services, including data obtained through integrations with third-party platforms. Such data processing may be subject to additional terms, permissions, or privacy practices imposed by those third parties, and the Company does not control or assume responsibility for their data handling practices.

(c) While the Company implements reasonable administrative, technical, and organizational measures designed to protect data processed through the Platform, no system can be guaranteed to be completely secure. You acknowledge and agree that you use the Platform and submit data at your own risk, and the Company shall not be liable for unauthorized access, loss, or alteration of data except to the extent required by applicable law.

25. Communications and Notices

(a) By using the Platform, you consent to receive communications from the Company electronically, including notices, disclosures, agreements, updates, and other information related to your account or use of the Platform. You agree that electronic communications satisfy any legal requirement that such communications be in writing.

(b) The Company may provide notices to you by email, through the Platform, or by other reasonable electronic means using the contact information associated with your account. Notices shall be deemed received when sent, regardless of whether you actually review or read them.

(c) You are responsible for maintaining accurate, current contact information in your account and for monitoring communications from the Company. The Company shall not be responsible for any failure to notify you resulting from outdated or incorrect contact information or from your failure to review electronic communications

26. Assignment

(a) You may not assign, transfer, or delegate these Terms, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the Company. Any attempted assignment in violation of this clause shall be null and void.

(b) The Company may freely assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, reorganization, sale of assets, or change of control.

(c) Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

27. Force Majeure

(a) The Company shall not be 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, labor disputes, acts of government, war, terrorism, internet outages, power failures, or failures of Third-Party Services.

(b) Performance under these Terms shall be excused for the duration of the force majeure event, and the Company shall use reasonable efforts to resume performance as soon as practicable once the event has ceased.

(c) This clause does not excuse your obligation to pay fees accrued prior to the occurrence of the force majeure event or to comply with other obligations that are not affected by such event.

28. Severability

(a) If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be enforced to the maximum extent permitted by law.

(b) The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.

(c) Any invalid or unenforceable provision shall be deemed modified to reflect the original intent of the parties as closely as possible while remaining enforceable.

29. Waiver

(a) The failure of the Company to enforce any right, remedy, or provision of these Terms shall not constitute a waiver of such right, remedy, or provision.

(b) Any waiver of a breach of these Terms must be in writing and signed by an authorized representative of the Company to be effective.

(c) A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default, whether of the same or a different nature.

30. Entire Agreement

(a) These Terms, together with any policies, guidelines, or documents expressly incorporated by reference, constitute the entire agreement between you and the Company regarding your access to and use of the Platform.

(b) These Terms supersede all prior or contemporaneous agreements, proposals, communications, or understandings, whether written or oral, relating to the subject matter hereof.

(c) No modification, amendment, or waiver of these Terms shall be effective unless made in accordance with Clause 23, and no reliance shall be placed on any representations not expressly set forth in these Terms.