Your Agreement to these Terms of Service.
We’re excited to welcome you as a user of the Clearbrief software services, provided by Clearbrief, Inc. (“Clearbrief” or “We”). These Terms of Service govern your use of the Clearbrief web site, as well as any other web sites, subdomains, or services owned or controlled by Clearbrief (collectively, the “Clearbrief Services”). To access the Clearbrief Services, users must at all times agree to and abide by these Terms. The Clearbrief Services allow you to submit, store, and access your business data, technology, and other development and/or Clearbrief-related information (collectively, “Information”).
This Terms of Service for the Clearbrief Services is a legal contract between you, either an individual subscriber, customer, member, or user of at least 18 years of age or a single Clearbrief, organization, or entity (“You” or, collectively, “Users”), and Clearbrief regarding your use of the Clearbrief Services. The services hereunder are offered by Clearbrief, Inc. located at: 113 Cherry St, PMB 53885, Seattle, Washington 98104-2205 US,email: firstname.lastname@example.org.
Please read carefully the following terms of service. By registering for and/or accessing, browsing, using or subscribing to the Clearbrief services, you acknowledge that you have read, understood, and agree to be bound by the following terms, including any additional guidelines and any future modifications (collectively, the “terms”). If at any time you do not agree to these terms, then please terminate your use of the Clearbrief services.
If you are using or opening an account with Clearbrief on behalf of a company, entity, or organization (collectively, the “Subscribing Organization”) then you represent and warrant that you: (i) are an authorized representative of that entity with the authority to bind such entity to these terms; (ii) have read these terms; (iii) understand these terms, and (iv) agree to these terms on behalf of such Subscribing Organization.
1. License Grant. Subject to the terms and conditions of this Agreement, Clearbrief hereby grants to you a limited, personal, non-transferable license to use the Clearbrief Services in the manner contemplated by this Agreement solely for the purposes of developing your company’s business data. Users shall have no right to sub-license or resell the Clearbrief Services or any component thereof.
3. Individual Features and Services. When using the Clearbrief Services, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into the Terms.
4. Modification of the Terms. Clearbrief reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time. You agree to review these Terms and any Guidelines periodically for changes. Your continued use of the Clearbrief Services after the posting of changes constitutes your binding acceptance of such changes. If any such revision is unacceptable to you, your only remedy is to terminate your Clearbrief User Account. For any material changes to these Terms, such amended terms will automatically be effective thirty days after they are initially posted on the Clearbrief Services.
5. Customer Service; Customer Communications and Notice. Please email email@example.com with any customer service questions. Under these Terms, you consent to receive communications from Clearbrief electronically. We will communicate with you by email or by posting notices on the Clearbrief Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
6. Eligibility. THE CLEARBRIEF SERVICES ARE NOT AVAILABLE TO PERSONS UNDER 18 YEARS OF AGE OR TO ANY USERS WHOM CLEARBRIEF HAS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICES. Clearbrief may terminate your account, delete any Information or Content (defined below) that you have posted on the Clearbrief Services (subject to the data return policies discussed herein), and/or prohibit you from using or accessing the Services (or any portion, aspect or feature of the Services) for any reason or no reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 18. By clicking the “I Agree” button or by otherwise subscribing to or using the Clearbrief Services, you represent that you are at least 18 years of age.
7. Account Activity Responsibility.
7.1 User Accounts. In order to use certain aspects of the Clearbrief Services, you will have to register and create an account (“User Account”). When creating your account for the Clearbrief Services, you agree to provide true, accurate, current, and complete information. Clearbrief will provide each User Account with a unique identifier to access and use the Clearbrief Services (“Username”), which shall only be used by that individual, and shall not be shared with or used by any other users. You further agree to maintain and update your personal information as needed to keep it true, accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your ID, password, or any credit, debit or charge card number), you agree to immediately notify Clearbrief at firstname.lastname@example.org. You may be liable for the losses incurred by Clearbrief or others due to any unauthorized use of your account. All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.
7.2 Administrator Accounts. The person who first completes the Clearbrief Services registration on behalf of any Subscribing Organization is the initial “Administrator” for purposes of such Subscribing Organization’s use of the Clearbrief Services, and exercises certain options to initially determine the level of access, privacy, and security for the Clearbrief Services related to the Subscribing Organization (“Administrator Account”). For example, the Administrator will determine who can be a User of the Clearbrief Services under the organization associated with that Administrator and Subscribing Organization and the level of privileges that such Users will possess, and whether an individual Username should be terminated. Once initial registration has been completed, each Subscribing Organization will be able to register additional Administrators. Each Administrator may designate other Users as additional and/or successor Administrators, and is responsible for confirming that those person(s) accept such responsibility. Upon becoming an Administrator, each person will be deemed to agree to the obligations hereunder. In addition, any person designated as the billing contact in the Clearbrief Services billing record for a Subscribing Organization will be deemed to assume the rights and obligations of an Administrator. Administrator accounts must comply with the User requirements described in this Agreement. ADMINISTRATORS ARE FULLY AND SOLELY RESPONSIBLE FOR ALL ACTIVITY OCCURRING UNDER THE APPLICABLE SUBSCRIBING ORGANIZATION ACCOUNT.
7.3 Any content (“Content”) uploaded to the Services by a User remains the property of the User. In this Agreement, “Content” means any information a User uploads to the Services and any information provided by you to Clearbrief in connection with the Service, including, without limitation, information created by or about other Users or Administrators you authorize to access your Subscribing Organization’s account.
7.4 Upon Cancellation or Termination of Service as discussed in this Agreement, Clearbrief is only responsible for returning Content directly to the Administrator or a designated authorized User in the event that the Administrator is unable to be reached. Following any Cancellation or Termination of the Clearbrief Services for any reason, a User shall have ninety days to retrieve any and all Content.
7.5 Branding. By uploading any brand logo or trademarks to the Clearbrief Service, you hereby grant to Clearbrief a limited, non-exclusive, non-transferable license (except as expressly provided herein), with no right to sub-license, to display your branding, logos, and trademarks on the Clearbrief Services. Unless otherwise approved in writing by you, Clearbrief will not remove, obscure, or alter any such marks incorporated within your account on the Clearbrief Services. You fully and solely control the placement of your brand logo or other marks on the Clearbrief Services. Clearbrief acknowledges that all goodwill generated through Clearbrief’s use of such brand logos or trademarks will inure to your benefit and Clearbrief hereby assigns and will assign to you any and all goodwill generated through Clearbrief’s use of such marks, without any payment or other consideration of any kind to Clearbrief. Notwithstanding the foregoing, Clearbrief and its designees reserve the right, in their sole and absolute discretion, to remove branding, logos, and trademarks that may violate third-party rights.
7.6 System Access. You may choose to allow Clearbrief to automatically retrieve data from your system(s) account on your behalf. You hereby represent and warrant that you have the permission, authority, and rights to allow Clearbrief to so automatically access such system(s) and you hereby grant Clearbrief permission to access your system(s) and retrieve information therefrom by indicating the same within your Clearbrief Services User Account. Clearbrief disclaims any and all liability associated with accessing and retrieving Information from your system(s) on your or your Subscribing Organization’s behalf. IF AT ANYTIME YOU DO NOT HAVE THE RIGHT AND AUTHORITY TO ALLOW CLEARBRIEF AUTOMATIC ACCESS TO YOUR SYSTEM(S), THEN YOU HEREBY AGREE TO IMMEDIATELY DISABLE SUCH FUNCTIONALITY WITHIN YOUR SUBSCRIBER, ADMINISTRATOR, AND/OR SUBSCRIBING ORGANIZATION ACCOUNT.
7.7 Account Information. You acknowledge and agree that Clearbrief may access, preserve and disclose your account information and related contents if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Information violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Clearbrief, its users, or the public.
8. Payment Terms; Charges and Taxes.
Clearbrief bills for fees in accordance with your subscription to the Clearbrief Services as described in the Pricing section of the Sites. Failure to pay fees by the invoice due date will result in a suspension or termination of all Clearbrief Services.
8.1 You are responsible for paying any applicable fees and applicable taxes associated with the Clearbrief Services in a timely manner with a valid payment method. Unless otherwise stated, all fees are quoted in U.S. Dollars. All payments must be made electronically by the methods specified within the Clearbrief Services. We do not accept cash or checks. You agree to pay for all services that you purchase through the Clearbrief Services, and we may charge your selected payment method for any such fees owed. You are required to keep your billing information current, complete, and accurate (e.g., a change in billing address, credit card number, or expiration date) and to notify Clearbrief if your selected payment method is cancelled (e.g., for loss or theft).
8.2 You are responsible for all charges incurred under your account made by you or anyone who uses your account (including your co-workers, colleagues, team-members, etc.). If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. You are also responsible for paying any governmental taxes imposed on your purchase from or use of the Clearbrief Services, including, but not limited to, sales, use, or value-added taxes, unless You provide Clearbrief with a valid tax exemption certificate authorized by the appropriate taxing authority. To the extent Clearbrief is obligated to collect such taxes, the applicable tax will be added to your billing account.
8.3 Authorization to charge your chosen payment method account will remain in effect until you cancel or modify your preferences within the Clearbrief Services; provided, however, that such notice will not affect charges submitted before Clearbrief could reasonably act. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you ordered the applicable service. You agree that charges may be accumulated as incurred and may be submitted as one or more aggregate charges during or at the end of the applicable billing cycle.
8.4 Clearbrief reserves the right to change the amount of, or basis for determining, any fees or charges for the Clearbrief Services we provide, and to institute new fees, charges, or terms effective upon prior notice to our Users. Such notice may be provided by an e-mail message, or in the form of an announcement on the Clearbrief Services. You will receive notice of any fee change at least five days before the scheduled date of the transaction and failure to cancel your account as set forth herein will constitute acceptance of such fee change. Any changes to fees will apply only on a prospective basis. If you do not agree to any such changes to fees, charges, or terms, your sole remedy is to cancel your subscription. Fees paid for any subscription term are paid in advance and are not refundable in whole or in part. If you have a balance due on any Clearbrief Services account, you agree that Clearbrief can charge these unpaid fees to any payment method that you have previously provided.
8.5 Your Clearbrief Services will be automatically renewed and your credit card account (or other payment method account) will be charged upon the expiration of any applicable free trial period as follows without further authorization from you: (i) every month for monthly subscriptions, charged in advance each 30 days; (ii) upon every one year anniversary for annual subscriptions; (iii) such other periodic rate you have selected from among the options offered on the Clearbrief Services. Subscriptions cancelled prior to the expiration of any trial period will not be charged. All charges are final and non-refundable.
8.6 For annual subscriptions, you will have thirty days after the date that any renewal fee is posted to your account to give notice that you want to cancel your subscription, and the subscription will be cancelled upon receipt of such notification and a credit will be posted to your account equal to the latest renewal fee charged. For monthly accounts or other accounts with a periodic subscription cycle of less than one year, there are no charges for cancelling a subscription. Monthly subscriptions cancelled prior to the end of their current billing cycle will not be charged again in the following cycle.
8.7 Adding additional subscriptions or subscription upgrades will trigger prorated charges in the current billing cycle. You authorize Clearbrief to apply updated charge amounts, and understand that subscription changes, including downgrades, may result in your losing access to certain Content or features.a
9. Users’ Rights. Upon any termination of a User’s account, and upon request by the User, Clearbrief will provide the ability for the User to download all data that the User previously input into their account on the Clearbrief Services. Upon termination of a User’s account, Clearbrief may also provide the User the option to maintain on the Clearbrief Service certain public-facing Content that User previously chose to make publicly available.
10. Restrictions. When using the Clearbrief Services you agree not to:
10.1 Upload or transmit via the Clearbrief Services pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content;
10.2 Use the Clearbrief Services for any purpose that is unlawful or is otherwise prohibited by these Terms;
10.3 Use the Clearbrief Services in any manner that in our sole discretion could damage, disable, overburden, or impair the services;
10.4 Attempt to gain unauthorized access to the Clearbrief Services, or any part of them, other accounts, computer systems or networks connected to the Clearbrief Services, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Clearbrief Services or any activities conducted on the Clearbrief Services;
10.5 Modify the Clearbrief Services in any manner or form, or use modified versions of the Clearbrief Services, including (without limitation) for the purpose of obtaining unauthorized access to the Clearbrief Services;
10.6 Use any robot, spider, scraper, or other automated means to access the Clearbrief Services for any purpose without our express written permission, or bypass any measures we may use to prevent or restrict access to the Clearbrief Services;
10.7 Impersonate another person or access another User’s account without that person’s permission or to violate any contractual or fiduciary relationships;
10.8 Share Clearbrief-issued passwords with any third party or encourage any other User to do so;
10.9 Misrepresent the source, identity, or content of Information transmitted via the Clearbrief Services;
10.10 Modify, adapt, translate or create derivative works based upon the Clearbrief Services;
10.11 Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Clearbrief Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
10.12 Rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Clearbrief Services to any third party; provide time sharing or similar services for any third party; or use the Clearbrief Services for any purpose other than your own internal personal or business use;
10.13 Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Clearbrief Services, features that prevent or restrict use or copying of any content accessible through the Clearbrief Services or Clearbrief Services, or features that enforce limitations on use of the Clearbrief Services or Clearbrief Services;
10.14 Access the Clearbrief Services if you are a direct competitor of Clearbrief, except with Clearbrief’s prior written consent, or for any other competitive purposes; or
10.15 Collect or harvest any personally identifiable information, including account names, from the Clearbrief Services.
11. Communications. You acknowledge that you are solely responsible for the use of electronic mail and Short Message Service (SMS) in connection with the Clearbrief Services. You represent and warrant that you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in your use of the Clearbrief Services.
12. Violations; Termination. You agree that Clearbrief, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with Clearbrief. In addition, Clearbrief reserves the right to discontinue any aspect of the Clearbrief Services at any time, including the right to discontinue the display of any Information. You agree that any termination of your access to the Clearbrief Services or any account you may have or portion thereof may be affected without prior notice, and you agree that Clearbrief will not be liable to you or any third-party for such termination. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Clearbrief Services may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Clearbrief may have at law or in equity.
13. User Provided Information.
13.1 Definition of User Provided Information; Ownership. Clearbrief may now or in the future permit the uploading of public-facing information and/or information accessible to a limited group of other Users through the Clearbrief Services (“User Provided Information”), and the hosting, sharing, display and/or analysis of such User Provided Information. Users may use their account settings to control other Users’ access to their User Provided Information (“User Permissions”). Clearbrief will use its commercially reasonable efforts to apply User Permissions. Clearbrief takes no responsibility and assumes no liability for any User Provided Information that you or any other Users or third parties post or send over the Clearbrief Services. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Provided Information that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Clearbrief Services is solely your responsibility. If you want Clearbrief to remove your User Provided Information from the Clearbrief Services, please delete it as specified in the Clearbrief Services.Users retain all right, title, and interest in and to all User Provided Information.
13.2 Confidentiality. Both You and Clearbrief may each encounter the other party’s confidential information (“Confidential Information”) in using the Clearbrief Services. Confidential information includes any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party’s premises. Confidential Information does not include information which
Confidential Information shall not include information or material that (i) is publicly available or becomes publicly available through no action or fault of the recipient party, (ii) was already in the recipient party’s possession or known to the recipient party prior to being disclosed or provided to the recipient party by or on behalf of the other party, provided, that, the source of such information or material was not bound by a contractual, legal or fiduciary obligation of confidentiality to the non-disclosing party or any other party regarding that information or material, (iii) was or is obtained by the recipient party from a third party, provided, that, such third party was not bound by a contractual, legal or fiduciary obligation of confidentiality to the non-disclosing party or any other party with respect to such information or material, or (iv) is independently developed by the recipient party without reference to the Confidential Information.
You and Clearbrief agree to treat all Confidential Information as confidential, and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement. Clearbrief and any third party vendors it utilizes to provide the Services shall likewise adhere to these confidentiality obligations.
13.3 Limited License Grant to Clearbrief for Internal Functionality Improvements. By submitting User Provided Information to Clearbrief Services, you hereby grant to Clearbrief a worldwide, non-exclusive, sublicensable, transferable, perpetual, irrevocable, fully paid-up, and royalty-free license to use, your User Provided Information within the Clearbrief Services for the purposes of providing the applicable features and functionality of the Clearbrief Services and improving the way the Clearbrief Services work and look, and to create new features and functionality. This license does not grant Clearbrief the right to disclose your User Provided Information, or use your User Provided Information for any other commercial purposes.
13.4 Limited License Grant to other Clearbrief Users. By submitting User Provided Information to Clearbrief Services, in cases where you display your User Provided Information for other Users to view or when you directly exchange or otherwise provide your User Provided Information to other Users as permitted by certain Clearbrief Services functionality and these Terms, you hereby grant to such Users of the Clearbrief Services a non-exclusive license to use, display, and reproduce such User Provided Information as necessary for such Users to use the relevant Clearbrief Services functionality or features.
13.5 License Termination. The foregoing licenses granted by you terminate as to specific User Provided Information once you remove or delete such User Provided Information from the Clearbrief Services; except for Clearbrief’s right to archive such User Provided Information in accordance with its standard policies and to use such Information in aggregate form to improve the way the Clearbrief Services work and look, and to create new features and functionality.
13.6 Required Rights. You shall be solely responsible for your own User Provided Information and the consequences of posting or publishing it. In connection with User Provided Information, you affirm, covenant, represent and warrant that you own, or have the necessary licenses, rights, consents, and permissions to use and to authorize Clearbrief and Clearbrief’s Users to use the User Provided Information uploaded by you as necessary to exercise the licenses granted by you in this Section, and otherwise in the manner contemplated by Clearbrief and these Terms.
13.7 User Provided Information Representations. You agree not to submit User Provided Information that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or content that is illegal; (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information or content that you know is not correct and current. You agree that any User Provided Information that you post does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights, rights of publicity and privacy. Clearbrief reserves the right, but is not obligated, to reject and/or remove any User Provided Information that Clearbrief believes, in its sole discretion, violates these provisions.
13.8 User Provided Information Disclaimer. You understand that when using Clearbrief Services you will be exposed to User Provided Information from a variety of sources, and that Clearbrief is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Provided Information. You further understand and acknowledge that you may be exposed to User Provided Information that is inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Clearbrief with respect thereto, and agree to indemnify and hold Clearbrief, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of User Provided Information. Clearbrief does not endorse any User Provided Information or any opinion, recommendation or advice expressed therein or based upon such User Provided Information, and Clearbrief expressly disclaims any and all liability in connection with User Provided Information. If notified by a User or a content owner of User Provided Information that allegedly does not conform to these Terms, Clearbrief may investigate the allegation and determine in good faith and in its sole discretion whether to remove the User Provided Information, which it reserves the right to do at any time. Clearbrief does not permit copyright infringing activities on Clearbrief Services.
14. Ownership; Proprietary Rights. The Clearbrief Services are owned and operated by Clearbrief. The visual interfaces, graphics, design, compilation, information, computer code, products, software, services, and all other elements of the Clearbrief Services provided by Clearbrief, but expressly excluding any of the foregoing owned or licensed by and posted to the Clearbrief Services at the direction of Users (including without limitation User Provided Information) (“Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any technology licensed by Clearbrief, which is owned by and provided by our third-party licensors, all Materials contained in the Clearbrief Services, including without limitation the intellectual property rights therein and thereto, are the property of Clearbrief or its subsidiaries or affiliated companies. All trademarks, service marks, and trade names are proprietary to Clearbrief or its affiliates and/or third-party licensors. Except as expressly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Materials or the intellectual property rights therein or thereto, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
15. Third-Party Sites, Third-party Information.
15.1 The Clearbrief Services may call the servers of other web sites or services solely at the direction of and as a convenience to Users (“Third-party Sites”). Clearbrief makes no express or implied warranties with regard to the Information, or other material, products, or services that are contained on or accessible through Third-party Sites. Access and use of Third-Party Sites, including the information, material, products, and services on such sites or available through such sites, is solely at your own risk.
15.2 YOU ACKNOWLEDGE THAT CLEARBRIEF DOES NOT MANAGE OR CONTROL THE USER PROVIDED INFORMATION THAT YOU ACCESS, STORE OR DISTRIBUTE THROUGH THE CLEARBRIEF SERVICES, AND ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR THAT INFORMATION REGARDLESS OF WHETHER SUCH USER PROVIDED INFORMATION IS TRANSMITTED TO OR BY YOU IN BREACH OF THESE TERMS. CLEARBRIEF MAKES NO WARRANTY WITH RESPECT TO SUCH USER PROVIDED INFORMATION YOU MAY ACCESS, STORE OR DISTRIBUTE THROUGH THE CLEARBRIEF SERVICES. IN PARTICULAR, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CLEARBRIEF MAKES NO WARRANTY THAT SUCH USER PROVIDED INFORMATION WILL BE FREE OF ANY VIRUS, WORM, TROJAN HORSE, EASTER EGG, TIME BOMB, CANCELBOT, OR OTHER DESTRUCTIVE OR MALICIOUS CODE OR PROGRAMS. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Clearbrief with respect TO THIRD-PARTY AND/OR USER PROVIDED INFORMATION THAT YOU CHOOSE TO ACCESS, STORE OR DISTRIBUTE, THROUGH THE CLEARBRIEF SERVICES.
16. Security and Privacy Settings. Clearbrief strives to maintain the strongest security protocols and takes User security and privacy extremely seriously. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You understand that internet technologies have the inherent potential for disclosure. You acknowledge that you are under no obligation to provide personal or sensitive information in order to use the Clearbrief Services, and that you provide any personal or sensitive information at your own risk.
17. Disclaimers; No Warranties.
17.1 THE CLEARBRIEF SERVICES AND ANY THIRD-PARTY OR USER PROVIDED INFORMATION, SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH CLEARBRIEF SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CLEARBRIEF, ITS SUPPLIERS, LICENSORS, AND PARTNERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
17.2 CLEARBRIEF, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN CLEARBRIEF SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE (INCLUDING WITHOUT LIMITATION ANY FORECASTS OR PREDICTIONS RELATED TO THE PROJECT MANAGEMENT FUNCTIONALITY AND BASED UPON USER PROVIDED INFORMATION THEREIN), THAT THE CLEARBRIEF SERVICES WILL MEET YOUR REQUIREMENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT CLEARBRIEF SERVICES OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
17.3 CLEARBRIEF, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF CLEARBRIEF SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT CLEARBRIEF NOR ITS SUPPLIERS, LICENSOR OR PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THIRD-PARTY OR USER PROVIDED INFORMATION, MATERIAL, OR DATA THROUGH THE USE OF CLEARBRIEF SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH THIRD-PARTY OR SUBSCRIBER PROVIDED INFORMATION, MATERIAL, OR DATA. CLEARBRIEF WILL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE OR MAINTAIN ANY THIRD-PARTY OR USER PROVIDED INFORMATION.
17.4 CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
18. Limitation of Liability.
18.1 UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL CLEARBRIEF OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSSES OR LIABILITY RESULTING FROM LOSS OF DATA, LOSS OF REVENUE, ANTICIPATED PROFITS, OR LOSS OF BUSINESS OPPORTUNITY) THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE INFORMATION OR MATERIALS ON CLEARBRIEF SERVICES, OR ANY OTHER INTERACTIONS WITH CLEARBRIEF, EVEN IF CLEARBRIEF OR A CLEARBRIEF AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, CLEARBRIEF’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
18.2 IN NO EVENT WILL CLEARBRIEF’S OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, OR THIRD-PARTY PARTNERS’, LICENSOR’S, OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF CLEARBRIEF SERVICES, INCLUDING WITHOUT LIMITATION YOUR INTERACTIONS WITH OTHER USERS, (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING CLEARBRIEF SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
18.3 YOU ACKNOWLEDGE AND AGREE THAT CLEARBRIEF HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND CLEARBRIEF.
19. Location of the Clearbrief Services. The Clearbrief Services are controlled and operated from our facilities in the United States. Clearbrief makes no representations that the Clearbrief Services are appropriate or available for use in other locations. Those who access or use the Clearbrief Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. You may not use the Clearbrief Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Clearbrief Services are solely directed to individuals, companies, or other entities located in the U.S. By using the Clearbrief Services, you are consenting to have your personal data transferred to and processed in the United States.
20. Indemnification; Hold Harmless. You agree to defend, indemnify and hold harmless Clearbrief and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Clearbrief Services, including any data or work transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Provided Information or any other data that are submitted via your account; or (vi) any other party's access and use of the Service with your unique username, password or other appropriate security code. Clearbrief will have the right to control the defense, settlement, adjustment or compromise of any such claims, actions or proceedings by using counsel selected by Clearbrief. Clearbrief will use reasonable efforts to notify you of any such claims, actions, or proceedings upon becoming aware of the same.
21.1 Notice. Clearbrief may provide you with notices, including those regarding changes to Clearbrief’s terms and conditions, by email or postings on the Clearbrief Services. Notice will be deemed given twenty-four hours after email is sent, unless Clearbrief is notified that the email address is invalid. Notice posted on the Clearbrief Services is deemed given 5 days following the initial posting.
21.2 Waiver. The failure of Clearbrief to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Clearbrief.
21.3 Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of Washington, without giving effect to any principles of conflicts of law.
21.4 Jurisdiction. You agree that any action at law or in equity arising out of or relating to these Terms or Clearbrief will be filed only in the state or federal courts in and for King County, Washington, and you hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
21.5 Severability. If any provision of these Terms or any Guideline is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
21.6 Assignment. These Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Clearbrief without restriction.
21.7 Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, shall survive such termination or expiration, including, but not limited to, Sections 2, 4, 8, 9, and 12 through 23 herein.
21.8 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
21.9 Entire Agreement. This is the entire agreement between you and Clearbrief relating to the subject matter herein and will not be modified except in a writing, signed by both parties, or by a change to these Terms or Guidelines made by Clearbrief as set forth above.
21.10 Claims. YOU AND CLEARBRIEF AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE CLEARBRIEF SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
21.11 Disclosures. The services hereunder are offered by Clearbrief, Inc., located at: 113 Cherry St, PMB 53885, Seattle, Washington 98104-2205 US and email: email@example.com. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.