- 1. GENERAL:
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The following are the terms and conditions ("Terms") that govern the access and
use of the Service, provided by ClearSaleing, Inc. ("CSI") through its web site
at www.clearsaleing.com ("Site"). All information and content,
together with the design, layout and organization and the underlying source HTML
files that implement the hypertext features, hereinafter referred to as the "Site"
may be used solely under the following Terms. By accessing, browsing or using the
information or services on the Site, you (the "User") expressly agree to and consent
to be bound by the Terms in full. If the following Terms are not acceptable in full,
User must immediately terminate its use of the Site. Users accessing or using the
Site do so at their own initiative and are responsible for compliance with all local
laws.
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The Site and these Terms may be changed by CSI, in its sole discretion, at any time
without notice. User understands and agrees that CSI may alter, suspend or discontinue
the Site and/or the Services and may change any information, features and functions
of the Site and/or the Service at any time for any reason, without notice, cost
or liability. Use of the Site subsequent to any change constitutes User's acceptance
of the change. Users are advised to read these Terms each time they access the Site
for any changes to these Terms.
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User agrees that any of its agents, representatives, employees, or any person or
entity acting on its behalf with respect to the use of the Service, shall be bound
by, and shall abide by, these Terms. User further agrees that it is bound by these
Terms and Conditions whether User is acting on its own behalf or on behalf of a
third party.
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User agrees that it will not use any device, software or routine to interfere with
the proper working of the Site or the Services. Without limitation to the foregoing,
User further agrees that it will not take any action that imposes an unreasonable
or disproportionately large load on CSI's infrastructure, as determined by CSI.
User agrees that it will not use any automated means, including, without limitation,
agents, robots, scripts or spiders, to access, monitor or copy the Site or the Services
except those automated means expressly made available by CSI, if any, or authorized
in advance and in writing by CSI.
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CSI is not responsible for anything regarding User's web site(s), advertisements,
search listings, and/or keywords, including, but not limited to, placement of User
advertisements or search listings, click traffic, thank you or landing pages, payments,
maintenance of User web site(s), order entry, contact service, payment processing,
shipping, cancellations or returns.
- 2. GRANT OF NON-EXCLUSIVE LICENSE:
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Subject to User's full compliance with these Terms, User is hereby granted a non-exclusive,
nontransferable, revocable, limited license to view, download, print and use information
retrieved from the Site, provided that: (i) it is solely for User's own lawful,
personal, informational, non-commercial purposes: (ii) User does not remove or obscure
the copyright notice or other notices; (iii) the Content, or any part thereof, is
not modified; and (iv) it is automatically done through User's browser software
incidentally to using the Site and/or the Service. User may not: (1) modify, translate,
or create derivative works based on the Service, or permit other individuals to
so; (2) rent, lease or otherwise transfer rights to the Service; (3) use a single
account for multiple business entities; (4) provide third parties with access to
User's account, except for third parties specifically authorized by CSI; and/or
(5) reverse engineer or disassemble the Service.
- 3. PROPRIETARY RIGHTS:
-
As between CSI and Users, all rights, title and interest in the Site and all information
it contains, or may contain in the future, including, without limitation, all copyrights,
trademarks, service marks and other intellectual property rights (collectively referred
to as the "Content"), is the property of CSI or its licensors and is protected by
intellectual property laws and international intellectual property treaties. Except
as expressly provided below, nothing contained in the Site shall be construed as
conferring any license or right, by implication, estoppel or otherwise, under copyright
or other intellectual property rights, to use the Site or the Content displayed
on the Site, through the use of framing or otherwise, without the prior written
permission of CSI or any third party that may own the trademark or copyright of
material displayed on the Site.
- 4. TERM:
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The term of this Agreement shall begin upon User acceptance of this Agreement and
shall continue until User cancels use of the Service.
- 5. SERVICE AVAILABILITY:
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User understands and agrees that from time to time the Site and/or the Service may
be inaccessible, unavailable or inoperable for any reason. While CSI will attempt
to provide the Site and the Services on a continuous basis, User acknowledges and
agrees that CSI has no control of the availability of the Site or the Services.
User also understands and agrees that CSI is not responsible for the functionality,
interface, availability, or operability of any Third Party Provider. User, at its
sole cost and expense, shall be solely responsible for providing, maintaining and
ensuring that all hardware, software, electrical and other physical requirements
for User's use of the Site and the Services, including, without limitation, telecommunications
and Internet access connections and links, web browsers, bandwidth or other equipment,
programs and services required to access and use the Site and the Service, are compatible
with the Site and the Service.
- 6. PRIVACY POLICY:
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CSI's Privacy Policy may change from time to time and is posted in full on the Site.
- 7. SECURITY:
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The User is responsible for all activities that occur under the User's password
or account, and it is the User's responsibility to keep its password(s) and/or account
information confidential. User shall be solely responsible for the security, confidentiality
and integrity of all messages and the content that User receives, transmits through
or stores on the Site or Service. User shall be solely responsible for any authorized
or unauthorized access to User's account by any person, including, without limitation,
any charges to User's account with any Third Party Provider. If any unauthorized
use of User's account or password occurs, User must notify CSI via phone and/or
email immediately, and CSI will suspend use of the account and password until a
new password is in place.
- 8. RIGHTS AND OWNERSHIP:
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- CSI reserves the right to approve or reject any User for any reason at any time.
- CSI compiles statistics across the websites it services. These statistics are limited
to certain broad categories. This information is presented only in aggregate form,
and in no event will CSI present specific site data without permission. User grants
CSI the right to use, distribute, and/or sell aggregate, non-personally identifiable
data resulting from User's use of the Services.
- User grants to CSI the non-exclusive right to access User's accounts with Third
Party Provider(s) and alter the data within those accounts using User's account
information for the purpose of providing the Services. Third Party Provider(s) may
include, but are not limited to website publishers, pay-per-click search engines,
advertising networks, email providers, and/or any other third party with which User
maintains an account and is using the Service to manage such account.
- As part of use of the Service, CSI collects information about marketing activities
and visitors' behavior on Users' website(s) (collectively "webSite Data"). CSI shall
not use the Web Site Data except directly in furtherance of the purposes of this
Agreement. CSI shall not disclose the Web Site Data to any third party unless directed
by User, unless (a) such disclosure is made by CSI in response to a court order,
and provided that CSI has given User reasonable notice of such court order, or (b)
is in aggregate non-personally identifiable form as described in Section 9b. CSI
agrees that User will own all Web Site Data.
- 9. PAYMENT:
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CSI fees, billing and cancellation policies are available at http://www.clearsaleing.com/pricing
and are incorporated herein by reference. User agrees to pay to CSI all applicable
charges to User account in accordance with the CSI billing policy in United States
dollars.
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- Billing Schedule. If User is participating in a trial period, unless
User cancels Service on or before the trial period ends, billing will begin immediately
once the trial period has ended. User's account will be charged in accordance with
CSI's fees and billing policies contained at http://www.clearsaleing.com/pricing.
- Payment Method. User agrees and represents that all information
it provides for the purpose of enrolling as a User will be accurate, complete, and
current. User expressly authorizes CSI to charge User's credit card, charge card,
or debit card for any and all applicable Account Charges associated with its account
hereunder. If payment cannot be charged to its credit/charge/debit card, for whatever
reason, or if there is a charge-back for any reason, CSI reserves the right to either
suspend or terminate immediately User's account with CSI. If User provides CSI with
a credit card, charge card, or debit card that expires during the term of this Agreement,
CSI reserves the right to charge any renewal card issued to User as a replacement.
- Failure to Make Payment. In the event of any failure by User to
make payment, or if User initiates a charge-back, User will be responsible for all
reasonable expenses (including attorneys' fees) incurred by CSI in collecting such
amounts plus interest at the rate of 12% per annum or the maximum amount permitted
by law, whichever is less.
- Refunds. 100% of all Account Charges are NON-REFUNDABLE unless
a money back guarantee applies in which case the terms for the money back guarantee
listed on the Site when User first signed up for its account will govern.
- Pricing Changes. CSI reserves the right to change the rates for
its Services in its sole discretion.
- 10. LINKS TO THIRD PARTY SITES:
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The Site contains hyperlinks to third-party websites. The linked sites are not under
the control of CSI, and CSI is not responsible for, and makes no representations
or warranties with respect to, the contents or privacy policies or practices of
any linked sites or any link contained in a linked site. The inclusion of a linked
site is for User's convenience only and is not intended as and should not be construed
as an endorsement or recommendation by CSI of the linked site or its content.
- 11. NO ASSIGNMENT OR RESALE:
-
Except as otherwise indicated herein, User may not resell, assign, or transfer any
of its rights under this Agreement, and if User attempts to resell, assign, or transfer
its rights, CSI may immediately terminate this Agreement without liability.
- 12. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES.
-
- Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL A "COVERED
PARTY" (AS DEFINED BELOW) BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY DIRECT,
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE OR PUNITIVE DAMAGES OF ANY
KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ECONOMIC LOSS, PENALTIES OR ATTORNEYS'
FEES, FOR ANY MATTER ARISING FROM OR RELATING TO THE SITE, INCLUDING ITS CONTENT,
THE SERVICES, OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION: (i) USER'S
USE OR INABILITY TO USE THE SITE OR THE SERVICES; (ii) ANY CHANGES TO OR INACCESSIBILITY
OF THE SITE OR THE SERVICES; (iii) DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION
OF ANY TRANSMISSION OR DATA; (iv) ANY MATERIAL OR DATA STORED, SENT OR RECEIVED
OR NOT STORED, SENT OR RECEIVED; (v) ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH
THE SITE OR THE SERVICE; OR (vi) ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED
ON OR THROUGH THE SERVICES; WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT,
TORT OR OTHERWISE, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY. SOME STATES
PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS
THIS LIMITATION OF LIABILITY MAY NOT APPLY TO USER. IF USER IS DISSATISFIED WITH
THE SITE, USER'S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR USER TO DISCONTINUE USE
OF THE SITE. A "COVERED PARTY" MEANS CSI, ITS AFFILIATES, AND ANY OFFICER, DIRECTOR,
SHAREHOLDER, PARTNER, EMPLOYEE, SUBCONTRACTOR, REPRESENTATIVE, AGENT, SUCCESSOR
OR ASSIGNEE OF CSI OR ITS AFFILIATES.
- Exclusive Remedy. CSI's cumulative liability to User or any other
party for any loss or damages, regardless of the form of action, shall not exceed
an amount equal to all amounts actually realized and received by CSI from Client
during the one (1) month period immediately preceding any such liability.
- Disclaimer of Warranties. THE SITE AND THE SERVICES ARE PROVIDED
ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND, TO THE FULLEST EXTENT PERMISSABLE PURSUANT
TO APPLICABLE LAW, CSI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SITE AND THE
SERVICES IS AT USER'S SOLE RISK. SPECIFICALLY, BUT WITHOUT LIMITATION, CSI DOES
NOT REPRESENT OR WARRANT, AND DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY LOSS,
INJURY, CLAIM, LIABILITY, PENALTY OR DAMAGE OF ANY KIND WHATSOEVER RESULTING FROM,
ARISING OUT OF OR IN ANY WAY RELATED TO: (i) ANY ERRORS IN OR OMISSIONS FROM THE
SITE AND ITS CONTENT, INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES OR TYPOGRAPHICAL
ERRORS; (ii) THE UNAVAILABILITY OR UNINTERRUPTED USE OF THE SITE OR THE SERVICES
OR ANY PORTION THEREOF; (iii) DEFECTS, VIRUSES OR OTHER HARMFUL COMPONENTS ON THE
SITE OR THE SERVER THAT MAINTAINS THE SITE; (iv) ANY THIRD PARTY WEBSITES OR CONTENT
THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH HYPERLINKS CONTAINED IN THE SITE,
INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS THEREFROM; (v) USER'S USE
OF THE SITE OR THE SERVICES OR ANY RELATIONSHIP BETWEEN USER AND A LINKED SITE OR
ANY SERVICES, PRODUCTS OR ADVICE PROVIDED OR PERFORMED BY A LINKED SITE FOR USER;
AND (vi) USER'S USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SITE OR
THE SERVICES. FURTHER, CSI DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO ANY
RESULTS THAT MAY BE OBTAINED BY USE OF THE SITE OR THE SERVICES.
- Exclusion of Consequential and Other Damages. CSI will not be liable
to User or any third-party claimant for any direct, indirect, special, punitive,
consequential, or incidental damages (including, without limitation, damages for
loss of business profits, business interruption, loss of business information, or
any other pecuniary loss) arising out of this Agreement and/or the use of or inability
to use the Service and/or Site, regardless of the form of action whether in contract,
tort, warranty, negligence, strict liability, breach of any statutory duty, indemnity
or contribution, or otherwise, even if CSI has been advised of the possibility of
such damages. The exclusion contained in this paragraph shall apply regardless of
the failure of the exclusive remedy provided in the foregoing paragraph.
- The foregoing exclusions and disclaimers are an essential part of this agreement
and formed the basis for determining the price charged for the products.
- 13. USER REPRESENTATIONS:
-
User represents and warrants (i) that User has sufficient authority to enter into
this Agreement; (ii) that User has the right to provide CSI with access to its accounts
with Third Party Providers; (iii) that User is in compliance with all applicable
laws; (iv) that User shall not be in violation of any obligation, contract or agreement
by entering into this Agreement, by performing its obligations under these terms
or by authorizing and permitting CSI to perform the Services hereunder; (v) that
User shall comply with all of the terms and conditions of this Agreement, as amended
from time to time; (vi) that all information provided by User is truthful, accurate,
and complete, and is not misleading in any way; (vii) that CSI is hereby authorized
by User to perform the Services on its behalf with each Third Party Provider, including
without limitation changes to User's account with each Third Party Provider, and
that if requested by CSI, User will provide CSI with written authorization; (viii)
that User is legally bound to each Third Party Provider for any and all charges
to User's account with each such Third Party Provider as a result of CSI's actions
on User's behalf hereunder, pursuant to such terms and conditions applicable to
User from time to time with each Third Party Provider; and (ix) that User shall
be solely liable and responsible for, and CSI shall have no liability for, and User
shall pay when and as due, any and all charges to User's account with each applicable
Third Party Provider related to the Services performed for User hereunder.
- 14. INDEMNIFICATION:
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User agrees to indemnify and hold CSI (and its directors, officers, employees and
agents) harmless against any and all expenses and losses of any kind (including
reasonable attorneys' fees and costs) incurred by CSI (and its directors, officers,
employees and agents) in connection with any claims of any kind made by a third
party arising out of User's use of the Site and/or Services, User's accounts with
and/or use of the services provided by Third Party Providers, User's Goods and Services,
and/or a breach of User's representations or warranties.
- 15. TERMINATION; CANCELLATION:
-
- User Termination Rights. User may terminate this Agreement and
its account at any time by sending notice to CSI at: info@clearsaleing.com.
- CSI Termination Rights. Notwithstanding anything contained in this
Agreement to the contrary, CSI may, in its sole discretion, terminate User's account,
and discontinue User's participation in the Service. Reasons for CSI's determination
to so terminate or discontinue Users account or participation as provided for above
include, but are not limited to, failure to make payment in accordance with CSI's
terms, and/or if CSI believes that User violated this Agreement or other policies
or guidelines of CSI or of a Third Party Provider, or if CSI believes User's conduct
may be harmful to consumers, advertisers, or Users who participate in the Service.
All decisions made by CSI in this matter will be final and neither CSI nor its licensees
(or distributors) shall have any liability with respect to such decisions.
- Effect of Termination. Upon termination, User will be able to access
its account to review historical reports for a period of six (6) months. After six
(6) months, CSI reserves the right to remove access and delete historical reports
and account information at its sole discretion. Regardless of which party terminates
this Agreement, User will be responsible for all charges incurred up to and through
the date of termination and such charges will be due and payable immediately.
- Survival. Sections 3, 6, 8, 12, 14, 15, 16, 17, 18, 21 and 23 shall
survive any termination of this Agreement.
- 16. TRADEMARKS:
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Without the prior written consent of CSI, User shall not display or use in any manner
any CSI Marks.
- 17. MARKETING:
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User grants to CSI a non-exclusive license as long as this Agreement is in effect
to use, reproduce, publicly and digitally display and perform, transmit and broadcast
User's name, logos, trademarks, trade names, service marks, URLs and slogans to
advertise, market, promote and publicize the Service, including the inclusion of
User in CSI's marketing materials and on CSI's "partners' and testimonial page".
- 18. CONFIDENTIALITY:
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"Confidential Information" means any information disclosed to one party to this
agreement by the other party, either directly or indirectly, in writing, orally
or by inspection of tangible objects, other than information that the receiving
party can establish (i) was publicly known and made generally available in the public
domain prior to the time of disclosure to the receiving party; (ii) becomes publicly
known and made generally available after disclosure to the receiving party by the
disclosing party other than through its action or inaction; or (iii) is in the receiving
party's possession, without confidentiality restrictions, at the time of disclosure
by the disclosing party as shown by receiving party's files and records immediately
prior to the time of disclosure. Receiving party shall not at any time (a) disclose,
sell, license, transfer or otherwise make available to any person or entity any
Confidential Information, (b) use any Confidential Information, or (c) reproduce
or otherwise copy any Confidential Information, except as necessary in connection
with the purpose for which such Confidential Information is disclosed to User or
as required by applicable law. Receiving party agrees to take all reasonable measures
to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential
Information. All Confidential Information shall at all times remain the disclosing
party's personal property and all documents, electronic media and other tangible
items containing or relating to any Confidential Information shall be delivered
to the disclosing party immediately upon the disclosing party's request.
- 19. NON-BINDING:
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No conditions other than those set forth in this Agreement shall be binding on CSI
unless CSI expressly agrees in writing signed by an authorized representative of
CSI. CSI reserves the right to discontinue offering the Service and/or Site at any
time.
- 20. FORCE MAJEUR:
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If the performance of any part of these Terms by CSI is prevented, hindered, delayed
or otherwise made impracticable by reason of any flood, fire, judicial or governmental
action, labor dispute, war, insurrection, technical failure, act of God or any other
causes beyond the control of CSI, including, without limitation, any actions or
reactions by a Third Party Provider, CSI shall be excused from such performance
to the extent that it is prevented, hindered or delayed by such causes.
- 21. NOTICES:
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CSI will provide all notices to User to the contact person and at the address, email
address, or fax number identified on User's account. User must send all notices
to CSI at: info@clearsaleing.com, or such other address as provided on the Site
from time to time.
- 22. NO AGENCY:
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The parties to this Agreement are independent contractors and this Agreement does
not create and shall not be construed to create an agency, partnership, joint venture
or other association relationship between the parties.
- 23. APPLICABLE LAW:
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These Terms shall be governed by the laws of the State of Ohio, as they apply to
agreements made and solely performed therein, without regard for conflicts of law.
All actions, claims or disputes arising hereunder or relating to the Site and/or
Service shall be exclusively subject to the jurisdiction of the federal and state
courts in Franklin County, State of Ohio.
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