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Terms of Service Agreement
Last updated March 12, 2016
Subject to the terms set forth in this Agreement, Clickvoyant grants to Customer a limited, non-exclusive, non-transferable license to use the Application Services (as defined herein) for Customer’s internal use and not for resale or further distribution. Customer’s right to use the Application Services is limited by all terms and conditions set forth in this Agreement.
Except for your pre-existing rights and this license granted to you, we and our licensors retain all right, title and interest in and to our Application, Site or Services, including all related intellectual property rights. Our Application, Site or Services are protected by applicable intellectual property laws, including United States copyright law and international treaties.
Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Application, Site or Services; (ii) rent, lease or sublicense access to any of our Application, Site or Services; or (iii) circumvent or disable any security or technological features or measures of our Application, Site or Services.
We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of our Application, Site or Services without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of all or any portion of our Application, Site or Services. Refunds will be applied where applicable if services are discontinued.
Free Trial Services
You must comply with all applicable laws when using our Application, Site or Services. Except as may be expressly permitted by applicable law, or as Clickvoyant may authorize expressly in writing, you will not, and will not permit anyone else to: (i) store, copy, modify, distribute, or resell any of the information; audio, visual, and audiovisual works, or other content made available on our Application, Site or Services (collectively, “Service Content”) or compile or collect any Service Content as part of a database or other work; (ii) use any automated tool (e.g., robots, spiders) to access or use our Application, Site or Services or to store, copy, modify, distribute, or resell any Service Content; (iii) rent, lease, or sublicense your access to our Application, Site or Services to another person; (iv) use any Application, Site or Services or Service Content for any purpose except for your own personal use; (v) circumvent or disable any digital rights management, usage rules, or other security features of our Application, Site or Services; (vi) use our Application, Site or Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, our Application, Site or Services; or (vii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of our Application, Site or Services or any Service Content.
Links and Third Party Content
Our Application, Site or Services may display, or contain links to, third party products, services, and Web sites. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed, authored, or made available by other users or other third parties on our Application, Site or Services, or which is accessible through or may be located using our Application, Site or Services (collectively, “Third Party Content”) are those of the respective authors or producers and not of us or our shareholders, directors, officers, employees, agents, or representatives.
We do not control Third Party Content and do not guarantee the accuracy, integrity or quality of such Third Party Content. We are not responsible for the performance of, we do not endorse, and we are not responsible or liable for, any Third Party Content or any information or materials advertised in any Third Party Content. By using our Application, Site or Services, you may be exposed to content that is offensive, indecent, or objectionable. We are not be responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods, services, or information available on or through any third party service or Third Party Content. It is your responsibility to evaluate the information, opinion, advice, or other content available on and through our Application, Site or Services.
You are solely responsible for any content and other material that you submit, publish, transmit, or display on, through, or with our Application, Site or Services.
You will not use our Application, Site or Services to: (i) upload, post, email, or otherwise transmit any Submission that contains unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm us or third parties in any way; (iii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (iv) upload, post, email, or otherwise transmit any Submission that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (v) upload, post, email or otherwise transmit any Submission that infringes any patent, trademark, trade secret, copyright, or other right of any party; (vi) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other forms of solicitation; (vii) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (viii) interfere with or disrupt the Application, Site or Services or servers or networks connected to the Application, Site or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Application, Site or Services; (ix) intentionally or unintentionally violate any applicable local, state, national or international law or regulation; (x) “stalk” or otherwise harass another; or (xi) collect or store personal data about other users.
We may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about our Application, Site or Services (“Feedback”). You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future enhancements and modifications to our Application, Site or Services. You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sub licensable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner any for any purpose, without in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.
Disclaimer of Warranties
YOUR USE OF THE APPLICATION, SITE OR SERVICES AND THE SERVICE CONTENT IS AT YOUR SOLE RISK. THE APPLICATION, SITE OR SERVICES AND THE SERVICE CONTENT EACH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE APPLICATION, SITE OR SERVICES OR ANY SERVICE CONTENT, AND YOU RELY ON THE APPLICATION, SITE OR SERVICES AND SERVICE CONTENT AT YOUR OWN RISK. ANY MATERIAL THAT YOU ACCESS OR OBTAIN THROUGH OUR APPLICATION, SITE OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH OUR APPLICATION, SITE OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR APPLICATION, SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
Limitation of Liability
WE AND OUR SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF OUR APPLICATION, SITE OR SERVICES AND SERVICE CONTENT. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF US AND OUR SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE APPLICATION, SITE OR SERVICES AND SERVICE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT YOU HAVE PAID TO US FOR YOUR USE OF THE APPLICATION, SITE OR SERVICES AND SERVICE CONTENT. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You will indemnify and hold us, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from any costs, damages, expenses, and liability caused by your use of the Application, Site or Services and Service Content, your violation of these Terms, or your violation of any rights of a third party through use of the Application, Site or Services or Service Content.
You agree to defend, indemnify and hold Company and its affiliates, and its and their directors, employees and agents harmless from any and all liabilities, costs and expenses, including reasonable attorney fees related to or arising from (a) negligent acts or omissions by you in connection with the installations, use or maintenance of the Software, Informational Databases or Site; (b) claims for infringement of patents arising from the use of the Software, Informational Databases or Site by you other than for its intended purpose, and (c) claims of copyright infringement resulting from the use of the Software, Informational Databases or Site by you other than for its intended purpose.
Enforcement of these Terms will be governed by the laws of the State of California, excluding its conflict and choice of law principles. The exclusive jurisdiction and venue for any claims arising out of or related to these Terms or your use of the Application, Site or Services or Service Content will lie in the state and federal courts located within the State of California, and you irrevocably agree to submit to the jurisdiction of such courts. Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
If you have any questions or concerns about our Application, Site or Services or these Terms, you may contact us at:
Clickvoyant, Inc. 2358 University Ave # 857 San Diego, CA 92104 or by email at email@example.com.