TERMS OF SERVICE AGREEMENT

Acceptance of Terms

These are our Terms of Service (TOS) to legally bind you and Clever Moe into an agreement for your use of the Clever Moe service. Please correspond with Clever Moe at 2248 Montezuma Drive, Campbell, California, 95008, by email at info@clevermoe.com, or use the contact form at www.clevermoe.com.

Clever Moe is an Artificial Intelligence (AI) service for marketers. We provide a Web site home page to explain what Clever Moe does. We provide an application (app) to target digital advertisements to prospective customers of your product, service, event, and organization.

PRIVACY POLICY

Clever Moe has a Web site and an app. For the Web site Clever Moe uses Google Analytics to track clicks between pages. Tracking data shows where people visiting the Web site are coming from and what they find interesting. We use this to improve the Web site with relevant information and to participate in referring sites. We do not use your tracking data individually - we only look at the group activity. The Web site does not use cookies.

The Web site has Web page forms for you to request information and support. We use your request information to respond to your inquiries and needs. We store your request message in our database. We store the data by first encrypting it in another form, or code, so that only people with access to a secret key (formally called a decryption key) or password can read it. You may instruct us to delete your request message by sending email to info@clevermoe.com. We offer no portability service for your request messages. We never share your request message, email address, and contact information with anyone outside of Clever Moe. Only our Account Service people and IT Managers have access.

The Clever Moe app requires a user account to log-in and access its features. Registration requires your name, email address, organization name, phone number, and identification of a password. We require passwords to be 16 characters or more. The app stores your information in encrypted message form in our database. We use your information as a validation credential on our central system and to contact at your email address. Only our Account Services team members and IT Managers have access to your account data. Only you have access to set and change your password. We offer no portability service for your account data. We never share any of your account data with anyone outside of Clever Moe.

The Clever Moe app allows you to create campaigns. In each campaign the app enables you to enter source URLs and these are stored in our database with your account data. The app records to your account data your selection of targets and your preferences of 'more' and 'less' of each target. The app records budgets, schedules, adsets, ads, and results for each campaign and stores these in your account data. You are responsible for your advertising campaign accounts on Facebook Ad Network, Twitter Ads, and all other advertising networks. You are responsible for paying for the advertisements created by Clever Moe. The Clever Moe app integrates with advertising networks (for example, Facebook Ad Network and Twitter Ads) using OAuth protocol. This protocol allows third-party applications to grant limited access to an HTTP service, either on behalf of a resource owner or by allowing the third-party application to obtain access on its own behalf. You may disable the OAuth access in the Clever Moe app and in the advertising network at any time. Clever Moe offers no portability service for OAuth access. No one at Clever Moe has access to your OAuth access settings.

For each campaign you run, the Clever Moe app registers a fee to your account based on the campaign budget amount. You have access to all fees, payments, and credits in Account Services in the app. The app requires you get approval from a Clever Moe Account Services team member to receive invoices for payment of the fee. Or, the app requires you to register credit card or merchant services information for direct payment. Clever Moe uses multiple merchant service companies. At the time you register your credit card Clever Moe may ask you to approve additional privacy policy terms for us to comply with the merchant service company terms of service. You may un-register a credit card at any time. Only you, our Account Services team and IT Managers have access to your data. Clever Moe offers no portability service for your data.

The Clever Moe app integrates with Salesforce and Adobe Marketo. The app uses API authentication. You must provide an API key and password given by the Salesforce and Marketo services. Clever Moe stores these credentials in its database in an encrypted form. Only you, our Account Services team and IT Managers have access to your data. You may terminate the integration at any time using the Account Services feature in the app. Clever Moe offers no portability service for your integration data with Salesforce and Adobe Marketo. You agree to comply with the terms of service of Salesforce and Adobe Marketo when using Clever Moe. Occasionally and infrequently we may update you on progress towards new app features and services and news relevant to marketing technology. We will send this to your email address. The email message will contain a link to an unsubscribe feature in the app. You may unsubscribe at anytime.

We may offer you additional app features and services from time to time. These may require you to accept changes and additions to our privacy policy and terms of service.

You may deactivate your account in the app at any time. Deactivation causes your account to no longer function, no longer track campaigns, and no longer log-in. You may re-activate your account sending email to info@clevermoc.com. After 60 days Clever Moe app deletes all your account data. Clever Moe offers no portability service for your data.

We protect your data in the Website and app by first encrypting it in another form, or code, so that only people with access to a secret key (formally called a decryption key) or password can read it. You may instruct us to delete your data by sending email to info@clevermoe.com. Your data is kept behind our secured networks and is only accessible to a limited number of Clever Moe persons who have special access rights to such systems, and are required to keep the information confidential. Every page of our Website and app is communicated over encrypted Secure Socket Layer (SSL) technology. Our database and app code is on a secured Virtual Private Network (VPN) and not available to the general Internet.

California Online Privacy Protection Act (CalOPPA)

CalOPPA is the first state law in the nation to require commercial websites and online services to post a privacy policy. The law's reach stretches well beyond California to require a person or company in the United States (and conceivably the world) that operates websites collecting personally identifiable information from California consumers to post a conspicuous privacy policy on its website stating exactly the information being collected and those individuals with whom it is being shared, and to comply with this policy.-See more at: http://consumercal.org/california-online-privacy-protection-act-caloppa/#sthash.0FdRbT51.dpuf

Users can visit our Web site anonymously. Users are required to have an active Clever Moe account to access the Clever Moe app. Our Privacy Policy link includes the word 'Privacy', and can be easily be found on the page specified above. Users will be notified of any privacy policy changes on our Privacy Policy Page. Users may change their personal information by logging-in to the app or sending email to info@clevermoe.com. Our Web site does not use cookies. Our Web site uses Google Analytics to track aggregate user behavior to help us deliver better services.

Children Online Privacy Protection Act (COPPA)

When it comes to the collection of personal information from children under 13, the Children's Online Privacy Protection Act (COPPA) puts parents in control. The Federal Trade Commission, the nation's consumer protection agency, enforces the COPPA Rule, which spells out what operators of websites and online services must do to protect children's privacy and safety online. You must be 18 years or older to use Clever Moe Web site and app. We do not market to children under 13.

Fair Information Practices

The Fair Information Practices Principles form the backbone of privacy law in the United States and the concepts they include have played a significant role in the development of data protection laws around the globe. Understanding the Fair Information Practice Principles and how they should be implemented is critical to comply with the various privacy laws that protect personal information. In order to be in line with Fair Information Practices we will take the following responsive action, should a data breach occur. We will notify the users via email within 7 days. We will notify the users via in site notification within 7 days.

We also agree to the individual redress principle, which requires that individuals have a right to pursue legally enforceable rights against data collectors and processors who fail to adhere to the law. This principle requires not only that individuals have enforceable rights against data users, but also that individuals have recourse to courts or a government agency to investigate and prosecute non-compliance by data processors.

Can Spam Act

The CAN-SPAM Act is a law that sets the rules for commercial email, establishes requirements for commercial messages, gives recipients the right to have emails stopped from being sent to them, and spells out tough penalties for violations. We collect your email address in order to: Send information, respond to inquiries, and/or other requests or questions. And, market to our mailing list or continue to send emails to our clients after the original transaction has occurred.

To be in accordance with CANSPAM we agree to the following: NOT use false, or misleading subjects or email addresses, Identify the message as an advertisement in some reasonable way, Include the physical address of our business or site headquarters, Monitor third party email marketing services for compliance, if one is used, Honor opt-out/unsubscribe requests quickly, and Allow users to unsubscribe by using the link at the bottom of each email. If at any time you would like to unsubscribe from receiving future emails, you can follow the instructions at the bottom of each email or send us an unsubscribe email to info@clevermoe.com and we will promptly remove you from all correspondence.

USE OF THE CLEVER MOE APP

The Clever Moe app is available to everyone at https://app.clevermoe.com. The app requires a validated user log-in credential. You must provide your first and last name, company or organization name, phone number, and email address. You must create a password that meets our criteria for secure passwords being a minimum of 16 characters, containing at least one letter, one number, and one special character. The app will send a message to your email address. The app requires you to click a verify link in the email message to confirm your email address.

The app optionally lets you enable the Google Authenticator service. This is an added level of security to your account. Follow the directions in the app to enable the service.

You may use the app at any time to log-in and change your account information.

The Clever Moe administrator will assign you rights and privileges to your account, including the ability to start new ad campaigns.

Appropriate Use

Clever Moe app is appropriate to identify target audiences interested in your company or organization's products, services, and events. The app is appropriate to use your existing Facebook, Twitter, Google and other ad network accounts to create ad campaigns. You agree to the appropriate use in these ad networks according to the Terms of Service for each ad network.

Standards and Ethics

While using the app to target audiences it is possible to cross an ethical, moral, or value boundary that Clever Moe Inc. would consider bad or wrong. We do not have a list of boundaries for you. Instead, please consider that we are a California, USA based company with an inclusive, optimistic, politically liberal, and beneficial outlook on the human experience. Our administrators have the right to terminate your campaigns, remove targets, terminate your account, and refuse your application for an account without any cause, reason, or justification. We use this right rarely and usually after discussion with you about the issue. To help you under our efforts consider Clever Moe operates under a set of values, including the following:

- Reward the authentic voice and conversation an influencer has with their audience.

- Enable influencers to provide their audience members with knowledge and discussion that leads them to truth.

- Reduce bigotry, racism, ego centric behavior, spread of false knowledge, and unscientific opinion.

- Connect people with the brands that benefit their lives through saving them time and money.

- Reward actions, statements, and opinions that bring people together. Reject and remove support from actions, statements, and opinions that alienate people.

- Do things to make a friendly environment to help people reach their full potential.

- Be transparent in what we do, and give yourself permission to learn through failed efforts.

- Value truth and respect among the people over expediency and favoritism.

- Value integrity over all, respect other's ideas.

We are open to your ideas, updates, and changes to these values. Please contact us at info@clevermoe.com.

Maximum target audiences, sources, campaigns

Each Clever Moe app account starts with a certain number of campaigns, sources, and target audiences. The app will warn you when you reach the limit. You may request an increase at any time. Our administrators will consider your use of the app, the size of your campaigns and targets to accept or reject your request. Clever Moe's administrator decisions are the final word on your request.

Use of your ad network accounts

Clever Moe app creates advertising campaigns in the target ad networks using your ad network account. For example, by choosing a Clever Moe proposed target audience on Facebook, your use of the app creates a Facebook Ad Network ad campaign. Once the ad campaign is created in the ad network you are free to use the ad network features - outside of the Clever Moe app - to improve your ad campaign. You pay for your ads through your ad network account and not to Clever Moe. Use the app to connect to your ad network accounts. Doing this requires you to agree and follow the ad network's Terms of Service agreement. You may disconnect your ad network account from the Clever Moe app at an time by logging-in and clicking Account Services.

Fee for creating and targeting campaigns

Clever Moe is free to use. And Clever Moe charges a fee of 8% of the ad campaigns you create in the app. The fee is assessed at the launch of a campaign. When you make changes to an ad campaign budget then the app re-assess the fee. The app also re-assesses the fee when you change the ad budget in the campaign in the ad network. Clever Moe offers plans on the level of the fee to meet your budget needs, contact info@clevermoe.com for details.

Payment methods, refunds, and schedule

Clever Moe app offers two ways to pay the fee for creating and targeting ad campaigns: credit card or invoice. Credit card is the default. You must set-up a credit card account or request an invoice payment method approval prior to launching your first ad campaign. When you choose credit card the app charges your credit card for the fee amount at the time you launch your campaign. The app at its decision may group multiple fees into one charge.

When you choose invoice payment method, the app sends a request to the Clever Moe administrator for approval. The administrator approves your account up to a limit of fees. The app sends your business or organization an invoice for fees to your email address. You have until the payment due date on the invoice to make a payment - typically 7 days. The invoice indicates the address to mail your check and wire details for a bank transfer. The app will prevent you from launching new campaigns when your payment is not received by the due date. Use the app's Account Services feature to learn the history of fees, charges, and payments. Use Account Services to request refunds or adjustments to fees. Clever Moe's administrator decisions are the final word on your requests.

Connect to your Salesforce, Marketo and other external apps

At your option use Account Services in the app to connect your Clever Moe account to your Salesforce or Adobe Marketo account. Using this service requires you to accept Salesforce and Adobe terms of service. Use the app's Account Services feature to disconnect your account at any time. Clever Moe assumes no liability to additions and data changes the app may make to your Salesforce and Adobe Marketo accounts.

Administrator privileges

Clever Moe's administrator may delay, freeze, or terminate your account, campaigns, and connections to ad networks and Salesforce and Adobe Marketo to enforce the terms of service. Clever Moe's administrator may change values in your campaigns to improve ad effectiveness.

Limited liability for campaigns that do not perform to your expectations

Clever Moe's MatchAI™ technology offers targets based on your input to the sources of a campaign in the app. Clever Moe makes no guarantees to the effectiveness, engagement, and results of your ad campaigns. Clever Moe offers no refunds should a campaign not perform to your expectations. Clever Moe's administrator may offer assistance in targeting a campaign, including offering service credits for future campaigns. Clever Moe's administrator decisions are the final word on your requests.

Additional Terms of Service

You agree Clever Moe shall not be held liable for any such updates, modifications, revisions, suspensions or discontinuance of any of our app. Your continued use of the app provided, after such posting of any updates, changes, and modifications shall constitute your acceptance of such updates, changes and modifications, and as such, frequent review of this Agreement and any and all applicable terms and policies should be made by you to ensure you are aware of all terms and policies currently in effect. Should you not agree to the updated, revised or modified terms, you must stop using the app.

You understand, acknowledge and agree that the Clever Moe app is offered "AS IS" and as such Clever Moe shall not assume any responsibility or obligation for the timeliness, missed delivery, deletion and any failure to store user content, communication or personalization settings.

Global Use and Export and Import Compliance

Due to the global nature of the Internet, through the use of our network you hereby agree to comply with all local rules relating to online conduct and that which is considered acceptable. Creating ad campaigns after the US Mueller Report and US scrutiny of advertising networks may be subject to changing export and import laws of the United States and possibly other countries. Through the use of our network, you thus agree to comply with all applicable export and import laws, statutes and regulations, including, but not limited to, the Export Administration Regulations (http://www.access.gpo.gov/bis/ear/ear_data.html), as well as the sanctions control program of the United States (http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx).

Content

You are responsible for the advertising content - photos, videos, headlines, content, and link URLs - you use in campaign adsets. You must have the rights to use this content. You are solely responsible for people's reactions to your advertising content.

Indemnity

You agree to insure and hold Clever Moe, our subsidiaries, affiliates, agents, employees, officers, partners and/or licensors blameless or not liable for any claim or demand, which may include, but is not limited to, reasonable attorney fees made by any third party which may arise from any content a user of our site may submit, post, modify, transmit or otherwise make available through our Services, the use of the Clever Moe app or your connection with these app services, your violations of the Terms of Service and/or your violation of any such rights of another person.

Modifications

You agree Clever Moe shall reserve the right at any time it may deem fit, to modify, alter and or discontinue, whether temporarily or permanently, our app, or any part thereof, with or without prior notice. In addition, we shall not be held liable to you or to any third party for any such alteration, modification, suspension and/or discontinuance of our app, or any part thereof.

Warranty Disclaimers

You agree the use of Clever Moe app is at the sole risk by you. Our app shall be provided on an "as is" and/or "as available" basis. Clever Moe and our subsidiaries, affiliates, officers, employees, agents, partners and licensors expressly disclaim any and all warranties of any kind whether expressed or implied, including, but not limited to any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

You agree that Clever Moe and our subsidiaries, officers, employees, agents, partners and licensors make no such warranties that (i) Clever Moe app will meet your requirements; (ii) Clever Moe app shall be uninterrupted, timely, secure or error-free; (iii) that such results which may be obtained from the use of the Clever Moe app will be accurate or reliable; (iv) quality of any products, services, any information or other material which may be purchased or obtained by you through our app will meet your expectations; and (v) that any such errors contained in the app shall be corrected.

Limitation of Liability

You explicitly acknowledge, understand and agree that Clever Moe and our subsidiaries, affiliates, officers, employees, agents, partners and licensors shall not be liable to you for any punitive, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages which may be related to the loss of any profits, goodwill, use, data and/or other intangible losses, even though we may have been advised of such possibility that said damages may occur, and result from:

- The use or inability to use our app;

- The cost of procuring substitute goods and services;

- Unauthorized access to or the alteration of your transmissions and/or data;

- Statements or conduct of any such third party on our service;

- And any other matter which may be related to our app.

Release

In the event you have a dispute, you agree to release Clever Moe and its officers, directors, employees, agents, parent subsidiaries, affiliates, co-branders, partners and any other third parties from claims, demands and damages, actual and consequential, of every kind and nature, known and unknown, suspected or unsuspected, disclosed and undisclosed, arising out of or in any way connected to such dispute.

Exclusion and Limitations

There are some jurisdictions which do not allow the exclusion of certain warranties or the limitation of exclusion of liability for incidental or consequential damages. Therefore, some of the above limitations of sections warranty disclaimers and limitation of liability may not apply to you.

Discussions not lawsuits

We would much prefer to have a discussion about our privacy policy and terms of service over a lawsuit. Our goal for a discussion with you is to create a better policy and app. Please correspond with Clever Moe at 2248 Montezuma Drive, Campbell, California, 95008, by email at info@clevermoe.com, or use the contact form at www.clevermoe.com.