PLEASE READ THESE TERMS CAREFULLY: The Terms of Service (“TOS”) is a legal Agreement between you (either an individual or a single entity) and Claritysoft LLC (“Claritysoft”). This agreement governs your acquisition and use of our software and services (“Service”) which include (a) all Claritysoft Web Sites (“Site”), (b) all online and offline Claritysoft business productivity systems, tools and services and (c) all software, data, text, images, documents, sounds, video, and content made available by Claritysoft. Any new feature added to or augmenting the Service is also subject to this TOS.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM OR QUOTATION THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
1. General Conditions, Access and Use of the Service.
1.1 Subject to the terms and conditions of this TOS, You may access and use the Service only for your internal business purposes as contemplated by this Agreement. You shall not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by this TOS; (b) use the Service to process data on behalf of any third party, or (c) use the Service in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Service and its components.
1.2You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
1.3 Services are subject to usage limits; (a) services may not be accessed by more than the number of Users specified in the Order Form(s), (b) a User’s password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Services promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 2.
1.4 You will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Us promptly of any such unauthorized access or use, (d) use Services only in accordance with the Documentation and applicable laws and government regulations.
1.5 You are responsible for all information, data, text, messages or other materials that You post or otherwise transmit via the Service. You are responsible for maintaining the confidentiality of your login and account and are fully responsible for any and all activities that occur under your login or account. Claritysoft reserves the right to access any or all your accounts in order to respond to your requests for technical support.
1.6 All data created or transmitted by You and stored on Claritysoft’s servers as part of the Service shall at all times be owned by You. Upon termination or cancellation of this Agreement for any reason, We will make Your Data available to You for export or download as provided in the Documentation. Claritysoft will have no obligation to maintain or provide Your data after 15 days of the Termination of the this agreement.
1.7Claritysoft shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your data. In providing the Services, Claritysoft shall not (a) modify Customer’s Data, (b) disclose Customer’s Data except as compelled by law or process, or as expressly permitted herein, or otherwise, in writing by Customer, or (c) access Customer’s Data except to provide the Services or prevent or address service or technical problems, or at Customer’s request in connection with customer support matters.
1.8 Subject only to the limited right to access and use the Service expressly granted to You under this TOS, all rights, title and interest in and to the Service and its components will remain with and belong exclusively to Claritysoft. You shall not modify, adapt or hack the Service to falsely imply any sponsorship or association with Claritysoft, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
1.9 You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Claritysoft’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service.
1.10 The failure of Claritysoft to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between You and Claritysoft, even though it is electronic and is not physically signed by you and Claritysoft, and it governs your use of the Service and takes the place of any prior agreements between You and Claritysoft.
2. Payment and Refunds.
2.1 Fees. You will pay all fees specified in the Order Form (Quotations may be used as Order Forms). Except as otherwise specified herein or in an Order Form (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable.
2.2 Invoicing and Payment. You will provide Claritysoft with a signed Order Form and valid and updated credit card information, or a valid purchase order or alternative document reasonably acceptable to Claritysoft. If you provide credit card information to Claritysoft, You authorize Claritysoft to charge such credit card for all Purchased Services and any renewal term(s) as set forth in Section 3.1. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Claritysoft will invoice you in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due upon receipt. You are responsible for providing complete and accurate billing and contact information to Claritysoft and notifying Claritysoft of any changes to such information.
2.3 Overdue Charges. If any amount owing by You under this or any other agreement for Claritysoft services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, suspend our services to you until such amounts are paid in full.
2.4 Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Claritysoft regarding future functionality or features.
3. Term and Termination.
3.1 This Agreement commences on the date Customer signs the Order Form and Agreement shall continue for a period of (1) year thereafter “Initial Term.” Upon expiration of an Initial Term, this Agreement shall automatically renew for additional terms of one (1) year each (“Renewal Term”), unless either party provides the other with written notice of its intent not to renew no later than sixty (60) days prior to the end of the Initial Term or then-current Renewal Term. Payment for the Renewal Term shall be made by You prior to expiration of the current Term. In addition, Claritysoft shall have the right to terminate this Agreement immediately, if You are in material breach of this Agreement.
3.2 Claritysoft reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of your content in the Service, if Claritysoft believes that You have violated the TOS. Claritysoft will use best efforts to publish on the Site or notify You about any planned downtime of the Service, and will use all reasonable efforts to contact you directly via email to warn you prior to suspension or termination of your account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Claritysoft shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.
4. DISCLAIMER OF WARRANTIES.
THE SERVICE, INCLUDING THE SITE, SOFTWARE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW AND CLARITYSOFT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT CLARITYSOFT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM CLARITYSOFT OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
5. LIMITATION OF LIABILITY.
5.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL CLARITYSOFT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION, CLARITYSOFT SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE MONTHLY SERVICE FEE PAID OR PAYABLE BY YOU FOR THE ONE MONTH PRECEDING THE TIME OF ANY CLAIM FOR MONETARY DAMAGES OR ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
5.2 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, CLARITYSOFT’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
“CLARITYSOFT” and Claritysoft’s various logos used or displayed on the Service are trademarks of Claritysoft and you may only use these trademarks or logos for promotional purposes to identify yourself as a customer or user of the Claritysoft products and services, provided you do not attempt to claim ownership of the marks by incorporating any of them within your names or offerings.
Claritysoft may assign or transfer this TOS, in whole or in part, without restriction.
8. Export Compliance.
You are responsible for complying with any applicable laws, rules, or regulations governing the export of the Service or any of its components.
9. Professional Services
9.1 Services. If you authorize a Statement of Work (SOW) from Claritysoft, You hereby engage Claritysoft to render the Services set forth on each SOW referencing this Agreement. The Services and each SOW are governed by this Agreement. Changes to the scope of the Services or any SOW may be made only in a writing signed by authorized representatives of both parties.
9.2 Acceptance of Deliverables. Promptly upon Claritysoft’s notice that it has implemented or completed a Deliverable, You will test and evaluate each such Deliverable to determine whether each Deliverable conforms to the specifications for such Deliverable, as provided in the applicable SOW (the “Acceptance Test”). You may deliver a notice of rejection to Claritysoft if a Deliverable fails the Acceptance Test, advising Claritysoft as to which aspects of the Deliverable failed, with sufficient detail to allow Claritysoft to reproduce such failure. Claritysoft shall, at no cost to You, promptly remedy such failure and deliver the corrected Deliverable to You. In the event that Claritysoft does not receive a notice of rejection from You within two (2) business days (or such other period as may be expressly provided for in the applicable SOW) after delivery of a Deliverable, such Deliverable shall be deemed “Accepted” and the Acceptance Test for such deliverable shall be deemed completed pursuant to any applicable requirements of the relevant SOW or otherwise.
9.3 Your Responsibilities. You shall provide suitable equipment, information, and site and system access and facilities as are appropriate and reasonably necessary to enable Claritysoft to perform the Services or which are specified in the applicable SOW. You acknowledge and agree that Claritysoft’s performance is dependent on and subject to such performance by You or third parties of their responsibilities in a timely manner and subject to any assumptions regarding the Services referred to in the applicable SOW. Claritysoft shall be entitled to rely on, and You shall be responsible for, all decisions, instructions and approvals of Your project administrative and other personnel in connection with the Services. You shall procure all consents, licenses, approvals or permissions as may be necessary to enable Claritysoft to perform the Services, with such assistance from Claritysoft as You may reasonably request.
10. Service Trials
Service Trials (free and paid) are subject to the terms of this TOS. If at the end of a trial period, you choose not to purchase Claritysoft services; Claritysoft will have no obligation to maintain Your data after the last day of the trial period.
11. Beta Services
Beta Service. From time to time, We may invite You to try Beta Services at no charge. You may accept or decline any such trial in Your sole discretion. Beta Services, are subject to the terms of this TOS and not intended for production use. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.
In the event that one or more of the provisions of this Agreement shall be found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired.
13. Governing Law.
This Agreement and any disputes arising out of or in connection with this Agreement shall be governed by Ohio law without reference to conflict of laws principles. The parties hereby consent to the courts located in Franklin County, Ohio as having exclusive jurisdiction and venue for resolution of any and all disputes arising under or related to this Agreement.
14. Entire Agreement
This TOS is the entire agreement between you and Claritysoft and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Service or any other subject matter covered by this TOS.