1. ACCEPTANCE OF TERMS AND CONDITIONS.
Welcome to REVIEWS.io (including all other country code domains) owned and operated by AppHub, LLC dba Clearer! These terms and conditions (“Terms” or “Agreement”) shall constitute a binding contract between Clearer and its parent, subsidiaries and affiliates (collectively referred to herein as “We” or “Us”) and the individuals or the business entity You are authorized to represent (collectively referred to as “You”, “Your”, “Customer”, or “Customer”) that access the REVIEWS.io website or purchase, install, sign-up, order or use the REVIEWS.io application (the “App”).
These Terms, as well as our Privacy Policy, available at https://www.clearer.io/privacy-policy, shall govern all services provided by the REVIEWS.io website and Apps (including all software, templates, graphics, and other content and information they include and produce), and related services, including installation, configuration, consulting, maintenance, and other support (collectively the “Services”). These Terms may not be modified or amended by any oral agreement, course of performance, trade usage, or course of dealing. Any conflicting term in any other document or communication shall be deemed rejected, unless such terms are approved in writing by Us. By accessing, purchasing, or using the Services, You agree to be bound by these Terms. If You do not accept all applicable Terms and the Privacy Policy, then You may not use the Services.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION TO RESOLVE DISPUTES ON AN INDIVIDUAL CLAIM BASIS ONLY, NOT AS A CLASS ACTION, REPRESENTATIVE OR CONSOLIDATED BASIS, AND WITHOUT A JURY TRIAL.
2. YOUR RIGHTS TO USE THE SERVICES.
Subject to Your compliance with all applicable Terms, We grant You a limited, non-exclusive, non-transferable right and license to access the public portions of the REVIEWS.io website and if You make a purchase, to access and use the REVIEWS.io App and other related Services for the duration of Your Subscription in accordance with the service bundle selected (each, a “Plan”), solely for Your own business purposes and not for any personal, household, or family purpose or other Unauthorized Use (the “Limited License”). Except for this Limited License to use the Services, this Agreement conveys no right or interest in the Services.
2.1 Unauthorized Uses. You May Not Misuse the Services. You agree that You and anyone acting on Your behalf will not use or encourage or allow any other person or entity to use the Services in prohibited manners or for prohibited purposes, including but not limited to the following: (i) sell, rent, lease, lend, sublicense, or otherwise transfer rights to use the Services to any third party; (ii) test or reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, vulnerabilities or evade filtering capabilities of the Services; (iii) remove or alter without authorization any logos, trademarks, links, copyright or other notices, legends, templates, graphics, or markings from the Services; (iv) attempt to bypass, break, or tamper with the security, operation, or access control technology of the Services; (v) attempt to access the accounts or data of any other customer or third party; (vi) use the Services to misappropriate trade secrets or confidential information, or to copy proprietary features in breach of applicable laws, for the purpose of developing competing services; (vii) use the Services in violation of applicable export control laws; (viii) use the Services in a manner that interferes with the use or enjoyment of it by others, such as placing unreasonable demands on the systems or using the Services to create, use, send, store, or run viruses or other harmful computer code; (ix) use the Services in violation of any applicable acceptable use policy posted; (x) use the Services in a way that violates applicable law or the legal rights of others, such as transmitting any material that is libelous, defamatory, tortious, harassing, threatening, discriminatory, obscene, illegal, or infringes the Intellectual Property Rights, trade secrets, or data privacy rights of third parties, including but not limited to trademarks, copyrights or rights of publicity or privacy, or otherwise violating, infringing or misappropriating the rights of any third party, (xi) use the Services to transmit any material that contains viruses, trojan horses, worms or any other malicious, harmful, or deleterious programs or codes or in any other manner that adversely impacts the availability, reliability or stability of the Services, or (xii) launching or facilitating, whether intentionally or unintentionally, a denial of service attack on Us or any third-party, (xiii) share user accounts among multiple individuals, disclose access Credentials to any other person, or fail to make a reasonable effort to protect Your passwords and to secure resources against unauthorized use or access (including without limitation configuring Your hardware and software in a way that reasonably prevents unauthorized users from accessing Your account), (xiv) use the Services in any manner that violates any applicable third party policies or requirements communicated to You, (xv) use the Services or Your account to engage in any fraudulent or illegal activity or other conduct that violates or facilitates the violation of any local, state, federal, or foreign law or regulation, including, without limitation, (where applicable) the UK GDPR and Data Protection Act 2018; (xvi) use the Services to harvest or otherwise collect information about others without their express consent, (xvii) interfere with or disrupt networks connected to the Services or violate the regulations, policies, or procedures of such networks, (xviii) register for the Services with an email of a throw-away email address provider or any other publicly accessible email address, (xix) use the Services to process personal data, other than personal data that You have the right to process, or any regulated data (which may include data such as health, medical, or financial data), (xx) use the Services or a component of the Services in a manner not authorized by Us, or (xxii) use the Services in any manner that may subject Us to any third-party liability, damages or danger. In the event of a violation of this Section, then in addition to any other remedies We may have, We reserve the right to immediately suspend Your access to the Services until the violation of this section is cured.
2.2 Usage Limits. Your use of the Services may be subject to certain limitations as stated in the Order and our published specifications and documentation. Limitations vary by App and may include restrictions on things like the number of supported stores or domains, storage limits, and the number of transactions included with Your subscription (“Usage Limits”). If You exceed Usage Limits for an App during Your subscription, the App may cease to work, or You may be charged additional fees for the excess use at then-current prices. In some instances, You may be using a “free trial” or other no-charge version of an App, in which case Usage Limits may also include a limited period of trial use, or limited functionality, or both. Use of such versions is still subject to these Terms.
2.3 Account Creation. To use Services other than the portions of our website available to the public, You will be required to create an account. As part of the account creation process, You will be asked to provide Your email address and create a password. When registering an account, You must provide true, accurate, current and complete information about Yourself as requested during the account creation process. You must also keep that information up to date. You will be responsible for all uses of the Services under Your account (whether or not authorized by You). You shall use commercially reasonable efforts to prevent: (i) unauthorized access to or use of Your account; and (ii) loss of account data by separately and regularly backing up any data and information used in conjunction with the Services at intervals that are reasonable in view of the nature and criticality of the information. You will be solely responsible for Your failure to maintain such equipment, software and services or to use the current version of the interfaces and APIs made available by Us to access the Services. We may log into user accounts to provide technical and customer support, conduct security controls and audits, comply with regulatory requirements, and other lawful purposes necessary to provide the Services. We reserve the right to delete any account that is being used in any manner that violates these Terms or any applicable laws, rules or regulations. Any reviews solicited outside the REVIEWS.io ecosystem may be flagged and moderated.
3. SCOPE OF SERVICES.
3.1 Subscriptions and Orders. Subscriptions may be initiated by selecting one of the Plans at www.reviews.io/front/pricingplans and providing all information to complete the order and create an account, including, without limitation providing a Payment Account as described in Section 7.1. The particular Services included in the selected Plan and duration of an order are referred to herein as a “Subscription”.
3.2 Registration. To get access to, and make full use of, the Services You must register as a user on the REVIEWS.io website by providing an email address and selecting a password (collectively, “Credentials”). Your Credentials are unique to Your account and should be protected in accordance with the Security Measures described in Section 5.
3.3 Contributions from Registered Users. Notwithstanding anything herein to the contrary, You warrant and represent that (i) all material, information, reviews, comments and any other form of communication (collectively, “Contributions”) You provide to Us via the REVIEWS.io website or Apps are to be regarded for all purposes as non-confidential, and will not entitle the reviewer to royalties or any form of compensation; (ii) that You have all rights necessary in the Contributions in order to grant licenses and make warranties and representations in respect of the Contributions to Us and any of our users; and (iii) that all Contributions will comply with all terms of our Fake Review Policy available at https://www.reviews.io/legal/fake-review-policy. You grant an exclusive, perpetual, irrevocable, and royalty-free license to Us to publish, edit, display and exploit such content in all media for all purposes in all territories and waive such moral rights as You may have in connection with it.
3.4 Prohibited Contributions. In addition to the Unauthorized Uses described in Section 2.1, You are prohibited from posting Contributions on the REVIEWS.io website or App which have content that: (a) is sexist, racist, condescending, offensive, plagiaristic, misleading, libelous, defamatory or includes personal data (including any personally identifiable information or contact details); (b) infringes the Intellectual Property Rights of third-parties; (c) is a shill or fake review, such that it is motivated by an attempt to sell products or services, redirect traffic to another website by including a link, or otherwise dissuade potential customers from purchasing the products or services of others; (d) conceals the fact that the reviewer has been incentivized to provide a review; (e) contains personal names or data including personal descriptions or contact details; or (f) is otherwise unlawful or unethical.
YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE LAWFULNESS AND ANY LEGAL RAMIFICATIONS (INCLUDING CLAIMS, PENALTIES, LAWSUITS, OR DAMAGES) ARISING FROM OR CONNECTED WITH THE CONTENT OF YOUR CONTRIBUTION. REVIEWS AND OTHER CONTRIBUTIONS ARE POSTED IN REAL TIME WITHOUT BEING CENSORED OR EDITED. THEREFORE, ALTHOUGH WE EMPLOY COMMERCIALLY REASONABLE MEASURES TO DETECT AND REMOVE ANY PROFANE OR INAPPROPRIATE CONTENT, WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY REVIEWS OR OTHER CONTRIBUTIONS, THAT ARE INCONSISTENT WITH OUR FAKE REVIEW POLICY, INCLUDING, WITHOUT LIMITATION, THE ACCURACY, COMPLETENESS OR LAWFULNESS OF THE CONTENT, EXCEPT TO THE EXTENT SUCH DISCLAIMER IS PROHIBITED BY APPLICABLE LAW.
Although We are not responsible to detect or identify Prohibited Contributions, if a violation of this Section 3.4 is found or suspected, the Contribution will be immediately deleted, without warning, notice, or penalty, and the Contributor may be banned from making any future Contributions. We reserve the right to send a review request email on Your behalf if requested by a genuine customer (who demonstrates proof of purchase) of Your products or services.
3.5 Moderation System. Information on moderation and management of reviews related to Your business, including review collection and buyer verification processes, is available at Verified reviews and moderation FAQs | REVIEWS.io Support Centre . We also add review badges to denote whether a reviewer is a verified customer or buyer or has been incentivized to provide a review. We also operate a procedure for allowing reviews to be revised if an issue complained about has been rectified to the satisfaction of the reviewer here.
3.6 Data Processing. If You have a Subscription and send invitations to Your customers inviting them to review Your company via REVIEWS.io’s website or Apps, You are classed as the data controller and We are classed as the data processor for purposes of data security and privacy regulations. Once a review has been written, We become the data controller as the reviewer must agree to our User Privacy Policy at https://www.reviews.io/legal/user-privacy-policy, prior to providing a review. With respect to the processing of any personal data where We are a processor, our Data Processing Addendum shall apply to any such processing, available here and here.
3.7 No Endorsements or Recommendations. Any endorsement, recommendation, or reference to any third-party business on any REVIEWS.io website or App is provided for reference only and shall not be regarded as being approved, endorsed, recommended, guaranteed or warranted by Us. Nor shall any posted opinion be regarded as the opinion of Clearer or REVIEWS.io or any of its affiliated companies, officers, directors, employees, contractors, or shareholders. We do not monitor, control, endorse, or approve any Contributions. You shall not market or reference Yourself or the business You represent as having been endorsed, approved, or recommended by Us We further disclaim all responsibility if any recommendation, referral, opinion, review, or other Contribution posted on REVIEWS.io’s websites or Apps is inaccurate or if the products or services referred to are unavailable or unsatisfactory in any way.
3.8 Marketing; Promotional Announcements. You agree that We may identify You as a customer on any REVIEWS.io’s website or App unless You have expressly elected to remain anonymous when writing the review. Reviews written on any REVIEWS.io website or App may be displayed on any other REVIEWS.io website or App, Google, Bing, or other social media platforms. The business on which the review is based may also publish the review on their website for the duration of their Subscription.
3.9 No underage use. Access or use of the Services by anyone under the age of 18 is strictly prohibited. The collection of personal information from children under 13 is governed in the U.S. by the Children’s Online Privacy Protection Act, and Your failure to comply with that statute can subject You to severe penalties. Other laws and regulations applicable to certain states and countries can further regulate data collection from minors under 16, including that some jurisdictions have an age of majority higher than 18 years old. You are solely responsible for restricting data collection from, and participation by, any under-age participants.
4. FEEDBACK.
We Have the Right to Use Feedback and Reviews. We encourage You to provide suggestions, proposals, ideas, recommendations, or other feedback regarding the Services (collectively, “Feedback”). To the extent You provide such Feedback, all rights, title, and interest in such Feedback shall vest solely with REVIEWS.io and therefore, REVIEWS.io shall have an unrestricted and perpetual right to incorporate that Feedback into its Services and use it for any lawful purpose. We will not, however, use Your name or identify You when using Feedback for marketing or promotional purposes unless We have asked for and received Your consent.
5. PASSWORDS AND UNIQUE CREDENTIALS.
You are responsible for protecting Your Credentials, including selecting secure account and user passwords, changing passwords frequently, maintaining the confidentiality of user logins and passwords, and restricting access to these and any other unique Credentials You are assigned (collectively, “Security Measures”). Sharing of unique Credentials or passwords with any other person is strictly prohibited. We assume no responsibility for damage or loss arising from unauthorized access to the Services or Your failure to employ proper Security Measures.
6. DATA SECURITY AND PRIVACY.
We will maintain administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of the data You provide to Us through the Services, in accordance with our Privacy Policy available here and here.
7. FEES.
If You have a Subscription, You agree to pay all fees when due in accordance with Your Purchase Plan (“Fees”). Fees are due in advance each month, and any variable charges based on exceeding Usage Limits or other usage metrics, as defined in the applicable Payment Plan are due within five (5) days of the end of each month. Fees accrued are non-cancellable and non-refundable. You agree to pay applicable sales, use, value added or similar taxes, if any, that We may be required to collect related to Your Subscription. All payments must be in U.S. dollars unless otherwise stated in Your Subscription.
7.1 Automatic Payments. At the time of making a purchase, You will be required to provide credit card information to Us or a third-party processor, or use an intermediate payment system, such as those associated with e-commerce platforms (collectively, a “Payment Account”). You hereby authorize Us or a third-party processor to charge Your Payment Account for all Fees when due in accordance with Your Subscription.
7.2 Late Payments. If Your payment is late or declined for any reason, including an expired Payment Account, in addition to any other rights and remedies available, We may suspend the Services until You establish a new Payment Account and pay all amounts due. You are responsible for keeping all Payment Account information accurate and up to date, including information needed by Us to charge Your Payment Account. If Your payment is past due You will also be charged interest at the rate of one percent (1%) per month on the past due balance (or if lower, the highest rate permitted by law) prorated daily until payment is received.
7.3 Disputed Charges. In the event You dispute all or part of the charges to Your Payment Account, You agree to notify Us within thirty (30) days of the due date for the disputed charge, and work with Us in good faith to resolve the issue before seeking a refund through Your Payment Account. If We agree a refund is due, We will promptly refund the disputed amount. You agree that for any variable charges, our system reports on usage are the system of record for billing purposes.
8. TERM.
These Terms are effective upon accessing, installing, signing up, ordering, or otherwise using our Services. If You make a purchase, the Terms applicable to purchases shall remain in full force and effect for the duration of Your Subscription, unless earlier terminated in accordance with Section 9. If You have more than one Subscription with Us, the termination of one Subscription will not affect other Subscriptions.
9. TERMINATION.
9.1 Unless otherwise specified in Your Plan, You may terminate one or more Subscriptions at any time, for any reason or no reason, by contacting Us at support@reviews.io. To the extent a fourteen (14) day cooling off period is required by applicable law, You may cancel within the first fourteen (14) days of the Subscription for any reason and We will provide a prorated refund of any fees paid in advance. In all other cases, the termination will be effective no more than thirty (30) days from the date notification is received. However You will not be entitled to a refund of any pre-paid Fees, and any unbilled charges accrued through the date of termination (such as variable Fees) will become immediately due and payable and charged to Your Payment Account. Be sure to download and store any of Your data available from our Services before You terminate since Your account and related data may be deleted and no longer available after termination.
9.2 We may terminate this any Order or this entire Agreement, by giving You notice if You violate any provision of this Agreement and do not remedy it, if it can be remedied, within ten (10) business days of our notice. Your access to Services may be suspended during this time. We may also terminate any or all Subscriptions at any time and for any reason or no reason by giving You thirty (30) days’ prior notice. All such notices will be provided through the Apps included in Your Subscription or the contact information You have provided Us. We may also terminate this Agreement immediately in the event You become the subject of a petition of bankruptcy, or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Be sure to download and store any of Your data available from our Services before the termination effective date since Your account and related data may be deleted and no longer available after termination. If You do not have a Subscription, notice of termination or modification to this Agreement will not be provided.
9.3 We reserve the right to continue to commercially exploit and display reviews written on REVIEWS.io or Reviews.co.uk notwithstanding Your cancelled subscription and any license granted with respect to such reviews shall survive termination in perpetuity.
10. EFFECT OF TERMINATION.
Immediately upon any termination of a Subscription or this Agreement, You will cease use of the terminated Services, and You will be charged in full for all Fees due at the time of termination. You will no longer have access to Your account or Your data from our systems or applicable Apps, and You may no longer use the Services or any part of the Services (such as templates, graphics content, documentation, or other materials). All provisions of this Agreement which by their nature should survive termination of this Agreement shall survive termination.
11. INDEMNIFICATION.
11.1 If You have a Subscription, We will defend, indemnify, and hold You harmless from and against all loss, damage, fines, costs, expenses, liabilities, claims, lawsuits, and other actions (collectively, a “Claim”) brought by a third party against You or any finding or decision to the extent based on allegations that the subscribed Services infringe that third party’s patent, copyright, trademark, or trade secrets rights (collectively, “Intellectual Property Rights”). This indemnification right does not apply to the extent the allegations are based on Your data or any other materials You provided, modifications You made to the Services, Your Unauthorized Use of the Services, or Your combination of our Services with other goods or services We did not provide. If We believe that any portion of the Services may be subject to such an infringement claim, then We may, at our sole option and at no additional expense to You: (i) obtain for You the right to continue using the affected Service; (ii) modify or replace the infringing portions of the Service to allow for Your continued use; or (iii) if these alternatives are not commercially reasonable, refund to You any unused, prepaid Fees and terminate the affected Subscription(s). THIS SECTION CONTAINS OUR SOLE OBLIGATIONS AND YOUR SOLE REMEDIES IN THE EVENT OF THIRD-PARTY INFRINGEMENT CLAIMS.
11.2 You agree to defend, indemnify, and hold Clearer, its parents, subsidiaries, affiliates, directors, officers, and employees and our suppliers (any such Party seeking indemnification, a “Clearer Indemnified Party”) harmless from and against all Claims brought by a third party against a Clearer Indemnified Party or any finding or decision to the extent arising from or connected with Your, or anyone acting on Your behalf’s: (i) use of the Services; (ii) negligent or willful misconduct; (iii) breach of any representation, warranty, covenant, or obligation under this Agreement; or (iii) breach of any applicable law or regulation, including without limitation, data security and privacy laws.
12. LIMITED WARRANTY.
If You have a Subscription, We warrant for the duration of Your Subscription (the “Warranty Period”), that the applicable Services will operate and be performed in substantial conformance with the specifications and documentation We publish when the Services are used in normal operating conditions and not for any Unauthorized Use. Your exclusive remedy for breach of this warranty is to notify Us in writing in reasonable detail of the non-conforming aspect of the Services during the Warranty Period, and upon receipt of such notice, We, at our option, will either use commercially reasonable efforts to modify and provide an update to the Services so that they are in conformance with this warranty requirement, or provide a commercially reasonable work-around within a reasonable period of time, not to exceed thirty (30) days. If We are unable to remedy any warranted condition in accordance with this Limited Warranty, We will provide You with a refund of any pre-paid Fees that apply to the period following Your report of the non-conformity. THIS SECTION SETS FORTH YOUR EXCLUSIVE RIGHTS AND REMEDIES AND OUR SOLE LIABILITY IN CONNECTION WITH THIS LIMITED WARRANTY.
13. THIRD-PARTY PLATFORMS AND SERVICES.
You may choose to use our Services together with certain third-party platforms, add-ons, apps, integrations, websites, publishers, and services (collectively, “Third-Party Platforms”). Use of such Third-Party Platforms is subject to Your agreement with the applicable platform or service provider. We are not responsible for any Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with our Services or how such Third-Party Platforms or their providers use, retain, and share data. We are also not responsible for any improper disclosure, modification, damage, deletion, loss, or unauthorized use of Your account or data resulting from any such access by or operation of Third-Party Platforms. Nor are We responsible for any refund, credit, or other compensation relating to Third-Party Platforms, which You use at Your own risk.
By using such Third-Party Platforms, You are giving Us Your consent and instructions to share Your data and information (which may include personally identifiable information) as needed for the interoperation of our Services with the Third-Party Platform.
If You are redirected to linked sites and content in connection with Your use of any Third-Party Platform, We recommend that You carefully read and abide by the terms of use and privacy policies of such sites and content. Any opinions, advice, statements, content, services, offers or other information expressed or made available by a Third-Party Platform, are those of the respective authors or distributors and We accept no responsibility therefor.
14. DISCLAIMER OF WARRANTIES.
EXCEPT FOR THE LIMITED WARRANTY DESCRIBED IN SECTION 12, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS” BASIS SUCH THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES IS WITH THE BUYER AND THEREFORE, THE BUYER ASSUMES ALL COSTS SHOULD THE SERVICES PROVE DEFECTIVE. WE DISCLAIM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THAT THE SERVICES WILL BE FREE FROM ERRORS OR DEFECTS, AND ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE NO RESPONSIBILITY OF ANY KIND OR NATURE FOR ANY THIRD-PARTY PLATFORMS YOU MAY CHOOSE TO USE WHEN USING OUR SERVICES OR FOR ANY ERRORS, DEFECTS, LOSSES, OR HARM CAUSED BY YOUR USE OF THIRD-PARTY PLATFORMS. THIS DOES NOT LIMIT NON-WAIVABLE RIGHTS YOU MAY HAVE UNDER APPLICABLE LAW.
15. LIMITATION OF LIABILITY
IN ANY ACTION ARISING FROM THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, WHETHER OR NOT FORESEEABLE AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR YOUR PAYMENT OBLIGATIONS OR CLAIMS BROUGHT AGAINST US ARISING FROM YOUR UNAUTHORIZED USE OF THE SERVICES, TO WHICH NO LIMITATION SHALL APPLY, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING UNDER, OR IN CONNECTION WITH, THIS AGREEMENT EXCEED A SUM EQUAL TO THE GREATER OF: (A) ONE HUNDRED US DOLLARS ($100.00) OR (B) THE AMOUNTS PAID OR PAYABLE BY YOU FOR THE APPLICABLE SUBSCRIPTION IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
THE FOREGOING LIMITATIONS SHALL APPLY ONLY TO THE EXTENT SUCH LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.
16. MODIFICATIONS.
(a) Modifications to Terms and Services. We reserve the right, in our sole discretion, to update, change, or replace any part of these terms at any time by posting the updated version on our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website or app following the posting of any changes constitutes acceptance of those changes.
(b) Modifications to Website and App. We reserve the right to modify, suspend, or discontinue any part of the website, the Services, the App, or particular subscription plan, including without limitation, modifying, adding or removing features, content, functionality, or availability by providing written notice on the website or App and/or via e-mail if available. We shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the website, the app, or any part thereof.
17. MISCELLANEOUS.
17.1 Independent Contractor Relationship. The parties to this Agreement are independent contractors and nothing in this Agreement shall be construed to create an agency, partnership, joint venture, employment or similar relationship between You and Us or any of our parents, subsidiaries, affiliates or successors. Without the express written consent of the other party, neither party has the authority to represent itself to be an agent, employee or representative of the other party, enter into any agreement or commitment on the other party’s behalf, or bind the other party to any obligation in any manner whatsoever.
17.2 Entire Agreement. These Terms, the Privacy Policy, and terms specific to an applicable Subscription, form the entire contract and Agreement between the parties with respect to the subject matter described herein and supersedes all prior and contemporaneous agreements or understandings. Any different or conflicting terms added to Subscriptions or any other documents or proposals submitted to Us, are hereby rejected and do not apply unless documented in a writing signed by an authorized representative of Clearer.
17.3 Waiver. The failure of either party to enforce at any time any of the provisions contained herein or exercise any right or option hereunder shall not be construed to be a waiver of the right of such party thereafter to enforce any such provisions or exercise such right or option. Any consent by any party to, or waiver of, a breach by the other, shall be in writing signed by the waiving party and shall not constitute the consent to, waiver of, or excuse of any other different or subsequent breach.
17.4 Severability. In the event that any provision of this Agreement shall be prohibited by law, then the subject provision shall not be void, but rather shall be interpreted as operating to the fullest extent allowed by law, and in the event that any provision of this Agreement shall be partially or totally invalid or unenforceable, then the remaining provisions shall remain valid and binding.
17.5 Governing Law. If You are a resident or a business entity whose principal place of business is in the United States (collectively “U.S. Customers”): this Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to any conflicts of laws principles. If You, or the business entity You represent, reside or has a principal place of business outside the U.S. (collectively, “Rest of World Customers”): this Agreement shall be governed and construed in accordance with the laws of England and Wales Any dispute arising out of this Agreement may only be brought in accordance with Section 17.6, as applicable.
17.6 Mandatory Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES, WAIVES THE RIGHT TO A JURY TRIAL, AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. For any dispute with Us You agree to first contact Us and attempt to resolve the dispute with Us informally in good faith. In the unlikely event that We have not been able to resolve a dispute with You within thirty (30) days’ of such notice, then any controversy or claim arising out of or relating to this Agreement or the alleged breach hereof may be pursued on an individual basis only, and not on behalf of a class, and shall be settled by binding arbitration. For U.S. Customers, the arbitration will be governed by the American Arbitration Association (“AAA”) pursuant to their Commercial Arbitration Rules available at www.adr.org and shall take place in New York County, New York. For Rest of World Customers, the arbitration will be governed by the rules of the London Court of International Arbitration (“LCIA”) and shall take place in London, England. In all cases, the arbitration proceedings shall take place before a single arbitrator mutually agreed upon by the Parties. If the Parties cannot agree on the appointment of an arbitrator, an arbitrator shall be appointed by the AAA or LCIA, as applicable, in accordance with their respective rules. All communications, documents, and filings pertaining to the arbitration (including the fact that arbitration is pending) shall be maintained in strict confidence, except to the extent that disclosure is required by law. Except as provided herein, the arbitration shall not be brought or adjudicated on a class action, representative, or consolidated basis, provided; however, We shall be permitted, in our sole discretion, to join or consolidate any arbitration with third-parties arising out of the same claim or controversy. The arbitrator shall be bound to follow the laws of the applicable jurisdiction, decisional and statutory, including, without limitation, the rules of evidence, in reaching any decision. Each party shall bear their own arbitration fees, except that the arbitrator is empowered to award the prevailing party its reasonable attorneys’ fees and expert costs. Any award shall be final, binding, and conclusive. A judgment upon the award rendered may be entered in any court having jurisdiction thereof. Nothing in this Section shall be deemed as preventing either party from seeking a preliminary injunction or other preliminary equitable relief from a court of competent jurisdiction in appropriate cases. If You do not wish to be bound by this provision You must notify Us within thirty (30) days of the first acceptance date of any version of this Agreement containing an arbitration provision. Your notice must be submitted to info@clearer.io.
17.7 Confidentiality. “Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, Confidential Information will not include any information which: (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement, and as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the terms of this Agreement to any third party other than advisors bound by a professional secret (such as lawyers and tax advisors), except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the Limited License restrictions (Section 2), the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
17.8 Assignment. Neither party may assign, transfer, or delegate this Agreement or any Subscription without the written consent of the other party, which may not be unreasonably withheld or delayed, except that We may assign, transfer, or delegate any of our rights or obligations under this Agreement without Your consent or notice, to any parent, subsidiary, or affiliate or a successor in the event of a listing of our securities on a public stock exchange or a merger, acquisition or other consolidation, including without limitation the sale of all or substantially all of our assets, stock or business to which this Agreement relates. Subject to these restrictions, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. Any attempted assignment hat is not permitted by this Agreement shall be void and without effect.
17.9 Notices. All notices to Us hereunder shall be in writing and will be deemed given: (i) when delivered on a business day if delivered personally or by confirmed facsimile transmission during normal business hours at the place of receipt; (ii) on the next business day at the addressee’s offices after deposit with any overnight courier for next business day delivery; or (iii) the date of receipt if delivered by certified mail, return receipt requested, postage prepaid or e-mail with delivery receipt; all of which shall be addressed as follows or to such other address We may specify in accordance with this subparagraph:
116 Huntington Ave, 15th Fl, Boston, MA 02116
17.10 Force Majeure. We shall not be liable or responsible, nor be deemed to have defaulted or breached this Agreement, for any failure, delay, or interruption in performing the Services or any term of this Agreement to the extent such failure or delay is caused by or results from acts or circumstances beyond its reasonable control, including without limitation, acts of God, flood, fire, earthquake, war, embargo, invasion or hostilities, terrorist acts, riot, national emergency, revolution, epidemic, pandemics, strike, disruptions of telecommunications, power or other essential services (including external electrical work or problems) or unavailability or material change in any third party technologies or platforms or interruption or termination of service by an Internet access provider for reasons outside of its control including, without limitation, the actions of “hackers” or terrorists and infections by viruses, worms, or “Trojan horses” (collectively a “Force Majeure” event).
17.11 California Residents. The provider of the Services is: AppHub, LLC dba Clearer. If You are a California resident, in accordance with Cal. Civ. Code §1789.3, You may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.