Terms of Use

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

Effective date: January 8, 2014

Please read on to learn the rules and restrictions that govern your use of our website(s), products, services, applications, and Dashboard (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at legal@exposely.com, +1 323-920-5032 or 7083 Hollywood Blvd, 4th Floor, Los Angeles, CA 90028.

Exposely helps both Advertisers and Publishers (each as defined below) by providing a way for Advertisers to expose audiences to their products and brands by making their advertisement available on the Services. Publishers are able generate revenue and/or expand audience engagement by incorporating Advertiser Submissions into their social media accounts, stored, and/or distributed through those accounts.

These Terms of Use (the “Terms”) are a binding contract between you and Exposely, Inc. (“Exposely,” “we” and “us”). You must agree to and accept all of the Terms, or you don’t have the right to use the Services. Your using the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document, as well as those in the Privacy Policy and Copyright Dispute Policy.

If you’re agreeing to these Terms of Use on behalf of an organization, entity, or other individual, you represent and warrant that you are authorized to agree to these Terms of Use on that organization, entity, or other individual’s behalf and bind them to these Terms of Use (in which case, the references to “you” and “your” in these Terms of Use, except for in this sentence, refer to that organization, entity, or individual). If you’re using the Services to help promote your Brand, the term “Advertiser” also refers to you; if you’re using the Services to use post advertisements or links on your social media accounts, the term “Publisher” also refers to you.

Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms will need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the website or by sending you an email.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

What about my privacy?

Exposely takes the privacy of its users very seriously. For the current Exposely Privacy Policy, please click here.

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at legal@exposely.com.

What are the basics of using Exposely?

You may be required to sign up for an account, and select a password and user name (“Exposely User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Exposely User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf).

Except as provided below, you will only use the Services for your own, personal use, and not on behalf of any third party and only in a manner that complies with all laws that apply to you. If you have the express authorization from a third party to do so, you may use the Services on behalf of such third party, in which case you represent and warrant that you have all rights and authorizations from such third party that are necessary for you to use the Services on their behalf. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

You must protect the security of your account and your password. You’re responsible for any activity associated with your account.

Your use of the Services is subject to the following additional restrictions:

You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:

  1. Infringes or violates the intellectual property rights or any other rights of anyone else (including Exposely);
  2. Violates any law or regulation;
  3. Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
  4. Jeopardizes the security of your Exposely account or anyone else’s (such as allowing someone else to log in to the Services as you);
  5. Attempts, in any manner, to obtain the password, account, or other security information from any other user;
  6. Violates the security of any computer network, or cracks any passwords or security encryption codes;
  7. Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
  8. “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
  9. Copies or stores any significant portion of the Content;
  10. Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

What are my rights in Exposely?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, Advertiser Submissions (as defined below), illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit (each of the foregoing, a “Use” and collectively “Uses”) for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content (including by purchasing the ability to Use such Content in a specific manner, or for a specific purpose, through Exposely) or (ii) in a way that violates someone else’s (including Exposely’s) rights.

You understand that Exposely owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), creative derivative works based on, or otherwise exploit any of the Services.

The Services may allow you to copy or download certain Content for specific purposes; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!

Do I have to grant any licenses to Exposely or to other users?

Exposely does not endorse and has no control over any User Submission or Advertiser Submission. Exposely cannot guarantee the authenticity of any data which users (including Advertisers or Publishers) may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

Except for Advertiser Submissions, anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission.” Some User Submissions are accessible by other users. In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.

For all User Submissions, you hereby grant Exposely a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.

If you store a User Submission in your own personal Exposely account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant Exposely the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.

If you share a User Submission only in a manner that only certain specified users can view (for example, a private message to one or more other users) (a “Limited Audience User Submission”), then you grant Exposely the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant Exposely the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all Exposely users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.]

You agree that the licenses you grant are royalty-free, perpetual, sublicenseable, irrevocable, and worldwide, provided that when you delete your Exposely account, we will stop displaying your User Submissions (other than Public User Submissions, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from Exposely’s records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users.

Finally, you understand and agree that Exposely, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

Intellectual Property Rights – Advertisers.

The Services provide you with the ability upload your advertisement to the site (“Advertiser Submission”). Exposely will not have any ownership rights in your Advertiser Submissions, however, Exposely needs the following license to perform the Services. You hereby grant to Exposely the worldwide, non-exclusive, royalty-free, perpetual, sublicensable right to (and to allow others acting on its behalf to), in each case, solely for the purpose of allowing Publishers to preview the Advertiser Submission and (upon approval, if applicable), incorporate the Advertiser Submission into a social media post or link, (i) use, host, display, and otherwise perform the Advertiser Submissions on your behalf (e.g., use, host, stream, transmit, playback, transcode, copy, display, feature, market, sell, distribute and otherwise exploit (“Host”) the Advertiser Submission, along with all associated copyrightable works or metadata, including without limitation photographs, graphics, and descriptive text (“Artworks”) in connection with the Services); (ii) (and to allow others to) transmit, link, display, feature, distribute and otherwise use and exploit the Advertiser Submission and Artworks in compliance with, and to the extent required by, the Terms of Service of the third party website.

To enable Exposely to Host your Advertiser Submission pursuant to the above provisions, you hereby grant to Exposely the worldwide, non-exclusive, royalty-free, sublicensable and transferable right to use, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the “Trademarks”) solely in connection with the Services.

You are entirely responsible for all of your Advertiser Submissions, Artworks, and Trademarks (collectively, “Advertiser IP”). By uploading any Advertiser Submission or Artworks to the Services:

  • you represent and warrant, and can demonstrate to Exposely’s full satisfaction upon request, that (i) you own or otherwise control all rights to all content in such Advertiser IP, (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in such Advertiser IP, (iii) you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within the Advertiser IP, and to use such individual’s identifying or personal information (to the extent such information is used or contained in the Advertiser IP) as contemplated by these Terms, and (iv) you are authorized to grant all of the aforementioned rights to the Advertiser IP to Exposely and all users of the Service.
  • you represent and warrant that the use or other exploitation of such Advertiser IP by Exposely and/or by users of the Site as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

What if I see something on the Services that infringes my copyright?

You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like Exposely, being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to review our complete Copyright Dispute Policy and learn how to report potentially infringing content, view our Copyright Dispute Policy. To learn more about the DMCA, click here http://www.copyright.gov/legislation/dmca.pdf (PDF).

Who is responsible for what I see and do on the Services?

Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.

Exposely does not guarantee that any Content or User Submissions will be made available on the site or through the Services. Exposely has no obligation to monitor its site(s), the Services, Content, or User Submissions. However, Exposely reserves the right to (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions or Advertiser Submissions, from the Services at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims of allegations from third parties or authorities relating to such Content or if Exposely is concerned that you may have violated the Terms of Use), or for no reason at all and (ii) to remove or block any User Submission or Advertiser Submission from the Services.

The Services may contain links or connections to third party websites or services that are not owned or controlled by Exposely. When you access third party websites or use third party services, you accept that there are risks in doing so, and that Exposely is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.

Exposely has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, Exposely will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Exposely shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site, or between users and any third party, you agree that Exposely is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Exposely, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

Will Exposely ever change the Services?

We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

What do I need to know about paying or being paid by Exposely?

Fees – Advertisers.

Through the Services, you can purchase and manage each of your “Campaigns” for the incorporation of your Advertiser Submission into a Publisher’s social media. For each Campaign, you can approve the Publisher’s use of your Advertiser Submission before a license to the Advertiser Submission is granted (a “Custom Campaign”) or you can allow any Publisher to immediately obtain a license to your Advertiser Submission through the Services (a “Public Campaign”). You can choose the price you are willing to pay for each Campaign (“Campaign Budget”) and Exposely will retain a 25% share of the Campaign Budget; Publishers will be paid a flat fee per click for links incorporating your Advertiser Submission, up to an aggregate maximum of your Campaign Budget (less Exposely’s share) or a flat fee for each post incorporating your Advertiser Submission, up to an aggregate maximum of your Campaign Budget (less Exposely’s share).

You must submit pre-payment in full of the Campaign Budget through wire transfer or, on a case-by-case basis, a pre-approved Third Party Payment Service (as defined below) before any Publisher will be able to view or access each Campaign.

Exposely retains the right, but does not have the obligation, to immediately halt the offering of any Campaign, prevent or restrict access to the Services or take any other action in case of technical problems, objectionable material, inaccurate information, or actions otherwise prohibited by the procedures and guidelines contained on the Services, or for any other reason in the sole and absolute discretion of Exposely, and to correct any inaccurate listing or technical problems on the Site.

Unless otherwise expressly agreed in writing by Exposely, as between you and Exposely, you are solely responsible for and shall pay all royalties, fees and other monies owed to any person or entity arising out of the use, sale, distribution or other exploitation of any Advertiser IP on, through or in connection with the Services.

Fees – Publishers and other users.

As a Publisher, you can browse, and preview Advertiser Submissions through the Services for free before participating in a Campaign. Depending on the Campaign, you may have to wait for the Advertiser to approve your participation in the Campaign. Once your participation in a Campaign is approved, you will have a limited license as described above to use the Advertiser Submission in your social media accounts linked to your Exposely account (an “Integration” or to “Integrate”).

You warrant that if you choose to participate in a Campaign, you will Integrate the Advertiser Submission from such Campaign within fifteen (15) days from when you download the Advertiser Submission. Failure to comply with the foregoing will result in the immediate termination of any license granted to you for such Advertiser Submission; you will not be entitled to use any such Advertiser Submission, nor will you receive any revenue from any unauthorized use of such Advertiser Submission.

Upon successful Integration of a Advertiser Submission, you will earn a “Credit” of $0.0075 per view of the Integration. Notwithstanding the foregoing, in no event shall your total Credit for each successful Integration exceed the lesser of the Campaign Budget or the specific amount approved for your Integration.

Credits and Payment.

Publishers: When, and only when, the total aggregate value of unpaid Credit in your Exposely account exceeds $100.00, but in no event more frequently than once a month, a payment will be sent. Exposely may use Stripe, Google Wallet, PayPal, or a similar service (each a “Third Party Payment Service”), or wire transfer or similar means, to send payments to you.

Exposely is not responsible for any additional fees Publishers or Advertisers may incur in receiving, collecting, or otherwise redeeming, or sending or otherwise transmitting Credits or payments from or to a Third Party Payment Service. Whether you are using Exposely as a Publisher or a Advertiser, you are solely responsible for any additional taxes or third party fees (including, but not limited to, all third party license and service fees) you incur as a result of or in connection with your use of the Services.

What if I want to stop using Exposely?

You’re free to do that at any time, by contacting us at support@exposely.com; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information and User Submissions you provide to us after you have stopped using our Services.

Exposely is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Exposely has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

What else do I need to know?

Warranty Disclaimer. Exposely does not make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Exposely or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product).

THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL EXPOSELY BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $1000 OR (II) THE AMOUNTS PAID (IN THE CASE OF ADVERTISERS) BY YOU TO EXPOSELY OR (IN THE CASE OF PUBLISHERS) BY EXPOSELY TO YOU IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold Exposely, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Exposely’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Los Angeles County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Los Angeles County, California, or the Central District of California.

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Exposely may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Exposely agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Exposely, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all modifications to these Terms must be in a writing signed by both parties (except as otherwise provided herein). No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Exposely in any respect whatsoever. You and Exposely agree there are no third party beneficiaries intended under these Terms.