Welcome to Boost Commerce owned by AppHub, LLC and operated by its international affiliates according to geographic location, including: Feedback Group, Inc. in North America; Clearer.io UK Ltd. and Reviews.io 2020 GmbH in the United Kingdom and European Union; Reviews Pty. Ltd. and Boost Solutions, LLC in the Pacific Basin; and Conversion Bear in Israel, collectively doing business as “Clearer”. These terms and conditions (“Terms”or “Agreement”) shall constitute a binding contract between Clearer(referred to herein as “Clearer”, “We” or “Us”)and the individuals or the business entity you are authorized to represent(collectively referred to as “You”, “Your”, or “Customer”) thataccess the Boost Commerce website or purchase, install, sign-up, order or use theProduct Filter & Search application (the “App”).
These Terms, as well as the followingpolicies, which are incorporated herein by reference, shall govern all servicesprovided by the Boost Commerce website and App (including all software,templates, graphics, and other content and information they include andproduce), and related services, including installation, configuration,consulting, maintenance, and other support provided by Clearer (collectively the“Services”):
These Terms may not be modifiedor amended by any oral agreement, course of performance, trade usage, or courseof dealing. Any conflicting term in anyother document or communication shall be deemed rejected, unless such terms areapproved 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 andthe Privacy Policy, then You may not use the Services.
PLEASE READ THIS AGREEMENTCAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINSA MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION TORESOLVE DISPUTES ON AN INDIVIDUAL CLAIM BASIS ONLY, NOT AS A CLASS ACTION, REPRESENTATIVEOR CONSOLIDATED BASIS, AND WITHOUT A JURY TRIAL.
Subject to Your compliance withall applicable Terms, We grant You a limited, non-exclusive, non-transferableright and license to access the public portions of the Boost Commerce websiteand if You make a purchase, to access and use the App and other related Servicesfor the duration of Your subscription in accordance with the service bundle selected(each, a “Plan”), solely for Your own business purposes and notfor any personal, household, or family purpose or other Prohibited Use,described in Sections 2.1 and 3 (the “Limited License”). Exceptfor this Limited License to use the Services, this Agreement conveys no rightor interest in the Services.
2.1 Prohibited Uses. In addition to anyApp-specific prohibitions described in Section 3, You may not use any ClearerServices for, or in furtherance of, any unlawful purpose. This includes, without limitation, selling,marketing, distributing, or facilitating the sale of products or services thatare illegal under the laws applicable to You, Your customers, or the locationof sale or delivery. Without limitingthe foregoing, You and anyone acting on Your behalf shall not use or encourageor allow any other person or entity to use the Services in prohibited mannersor for prohibited purposes, including, without limitation, the following (collectivelyreferred to “Prohibited Uses”):
2.2 Compliance with Law; Disclaimer ofLegality Evaluation. We are a neutralplatform provider that does not evaluate the legality of, or activelyparticipate in, any of Your transactions. Therefore, We make no representationor warranty regarding the legality of your use of the Services in anyjurisdiction. You are solely responsiblefor ensuring that Your use of the Services is legal in the location(s) whereyou operate and complies with all applicable laws, regulations, and ordinances,including, but not limited to, those governing trade practices, advertising,consumer protection, data privacy, and the sale of specific categories of goods(such as alcohol, tobacco, cannabis, firearms or pharmaceuticals).
2.3 Usage Limits. Your use of theServices may be subject to certain limitations as stated in our publishedspecifications and documentation. Limitations vary by App and may includerestrictions on things like the number of supported stores or domains, storagelimits, and the number of transactions included with Your Subscription(“Usage Limits”). If You exceed Usage Limits for an App during YourSubscription,the App may cease to work, or You may be charged additional fees for the excessuse 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 alsoinclude a limited period of trial use, or limited functionality, or both. Useof such versions is still subject to these Terms.
2.4 Account Creation. Touse 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 creationprocess, You will be asked to provide Your email address and create a password. When registering an account, You must providetrue, accurate, current and complete information about Yourself as requestedduring the account creation process. Youmust 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). Youshall use commercially reasonable efforts to prevent: (i) unauthorized accessto or use of Your account; and (ii) loss of account data by separately andregularly backing up any data and information used in conjunction with theServices at intervals that are reasonable in view of the nature and criticalityof the information. You will be solelyresponsible for Your failure to maintain such equipment, software and servicesor to use the current version of the interfaces and APIs made available by Us to access the Services. We may log into user accounts toprovide technical and customer support, conduct security controls and audits,comply with regulatory requirements, and other lawful purposes necessary toprovide 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.
3.1 Subscriptions and Orders. Subscriptions may be initiated byselecting one of the Plans at https://boostcommerce.net/platform/pricingand providing all information to complete the order and create an account,including, without limitation providing a Payment Account as described inSection 7.1. The particular Servicesincluded in the selected Plan and duration of an order are referred to hereinas a “Subscription”. Technical support is only available for userswith a Subscription and shall be provided via email only.
3.2 Content. Boost Commerce does not claim any Intellectual Property Rights over the information, data, photos, images, videos,graphics, written content, audio files, code, or data uploaded, collected,generated, stored, displayed, distributed, transmitted or exhibited on or inconnection with the Services (collectively, “Content”).
3.3 Prohibited Contributions. In addition to the Unauthorized Usesdescribed in Section 2.1, You are prohibited from using the Boost CommerceWebsite or App to provide or upload Content that is: (a) is sexist, racist,condescending, offensive, plagiaristic, libelous, defamatory or includespersonal data (including any personally identifiable information or contactdetails); (b) infringes the Intellectual Property Rights of third-parties; or (c) is otherwise unlawful orunethical.
YOU ACKNOWLEDGE AND AGREE THAT YOUARE SOLELY RESPONSIBLE FOR THE LAWFULNESS AND ANY LEGAL RAMIFICATIONS(INCLUDING CLAIMS, PENALTIES, LAWSUITS, OR DAMAGES) ARISING FROM OR CONNECTEDWITH ANY CONTENT YOU PROVIDE OR UPLOAD.
Although Clearer is notresponsible to detect or identify Prohibited Content, if a violation of thisSection 3.3 is found or suspected, the Content will be immediately deleted,without warning, notice, or penalty, and the contributor may be banned from providingany future Content. Boost Commercefurther reserves the right to remove any Content from the Boost Commercewebsite or App at any time and for any reason or no reason, without penalty orliability.
3.4 Marketing; PromotionalAnnouncements. You agree that BoostCommerce shall have the non-exclusive right and license to use the names,trademarks, service marks, and logos associated with Your store or businessto promote the Services.
3.5 No underage use. Access or use of the Services by anyoneunder the age of 18 is strictly prohibited. The collection of personalinformation from children under 13 is governed in the U.S. by the Children’sOnline Privacy Protection Act, and Your failure to comply with that statute cansubject You to severe penalties. Other laws and regulations applicable tocertain states and countries can further regulate data collection from minorsunder 16, including that some jurisdictions have an age of majority higher than18 years old. You are solely responsible for restricting data collection from,and participation by, any under-age participants.
We have the right to Use Feedbackand 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 insuch Feedback shall vest solely with Clearer and therefore, Clearer shall havean unrestricted and perpetual right to incorporate that Feedback into itsServices and use it for any lawful purpose. We will not, however, use Your nameor identify You when using Feedback for marketing or promotional purposes unlessWe have asked for andreceived Your consent.
You are responsible for protectingYour Credentials, including selecting secure account and user passwords,changing passwords frequently, maintaining the confidentiality of user loginsand passwords, and restricting access to these and any other unique Credentials You are assigned (collectively, “SecurityMeasures”). Sharing of unique Credentials or passwords with any otherperson is strictly prohibited. We assume no responsibility for damage or lossarising from unauthorized access to the Services or Your failure to employ properSecurity Measures (including without limitation configuring Your hardware andsoftware in a way that reasonably prevents unauthorized users from accessingYour account).
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 accordancewith our Privacy Policy and Data Privacy Addendum, available here and here .
If You have a Subscription, You agree to pay all feeswhen due in accordance with Your Purchase Plan (“Subscription Fees”)and any other applicable fees, including but not limited to fees relating tothe processing of transactions under Your Account (“Transaction Fees”),and any fees relating to Your purchase of any products or services such ascustomization requests (“Additional Fees” and together withSubscription and Transactional Fees, “Fees”). Fees are due in advance each month, and anyvariable charges based on exceeding Usage Limits or other usage metrics, asdefined in the applicable payment Plan are due withinfive (5) days of the end of each month. Fees accrued are non-cancellable andnon-refundable. You agree to pay applicable sales, use, value added or similartaxes, if any, that Clearer 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 willbe required to provide credit card information to Clearer, its third-partyprocessor, or use an intermediate payment system, such as those associated withe-commerce platforms (collectively, a “Payment Account”). You herebyauthorize Clearer or its third-party processor to charge Your Payment Account forall Fees when due in accordance with Your Subscription.
7.2 Late Payments. If Your payment islate or declined for any reason, including an expired Payment Account, inaddition to any other rights and remedies available, We may suspend theServices until You establish a new Payment Account and pay all amounts due. Youare responsible for keeping all Payment Account information accurate and up todate, including information needed by Us to charge Your Payment Account. If Yourpayment is past due You will also be charged interest at the rate of onepercent (1%) per month on the past due balance (or if lower, the highest ratepermitted by law) prorated daily until payment is received.
7.3 Disputed Charges. In the event You dispute all or part ofthe 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 toresolve the issue before seeking a refund through Your Payment Account. If We agree a refund isdue, Wewill promptly refund the disputed amount. You agree that for any variablecharges, our system reports on usage are the system of record for billingpurposes.
These Terms are effective uponaccessing, installing, signing up, ordering, or otherwise using our Services. If You make a purchase, the Terms applicableto purchases shall remain in full force and effect for the duration of YourSubscription, 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.
9.1 Unless otherwise specified in Your Plan, Youmay terminate one or more Subscriptions at any time, for any reason or noreason, by Chatting with Us. 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, thetermination will be effective no more than thirty (30) days from the datenotification is received. However Youwill not be entitled to a refund of any pre-paid Fees, and any unbilled chargesaccrued through the date of termination (such as variable Fees) will becomeimmediately due and payable and charged to Your Payment Account. Be sure todownload and store any of Your data available from our Services before Youterminate since Your account and related data may be deleted and no longeravailable after termination.
9.2 We may terminate Your Subscription and/or this entire Agreement, if You violate any provision of this Agreementand do not remedy it, if it can be remedied, within ten (10) business days ofour notice of such violation; provided, however, we may also terminate YourSubscription and/or this entire Agreement without notice or opportunity to cureif: (1) the violation includes a Prohibited Use in violation of Section 2.1 orSection 3.3; or (2) You become the subject of a petition of bankruptcy, or anyother proceeding relating to insolvency, receivership, liquidation, orassignment for the benefit of creditors. Your access to Services may besuspended during any cure period. We may also terminate any or allSubscriptions at any time and for any reason or no reason by giving You thirty(30) days’ prior notice. All suchnotices will be provided through the Apps included in Your Subscription or thecontact information You have provided Us. Be sure to download and store any ofYour data available from our Services before the termination effective datesince Your account and related data may be deleted and no longer availableafter termination. If You do not have aSubscription, notice of termination or modification to this Agreement will notbe 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.
Immediately upon any terminationof a Subscription or this Agreement, You will cease use of the terminatedServices, and You will be charged in full for all Fees due at the time oftermination. You will no longer have access to Your account or Your data fromour systems or applicable Apps, and You may no longer use the Services or anypart of the Services (such as templates, graphics content, documentation, orother materials). All provisions of this Agreement which by their nature shouldsurvive termination of this Agreement shall survive termination.
11.1 IfYou have a Subscription, We willdefend, indemnify, and hold You harmless from and against all loss, damage, fines, costs, expenses, liabilities, claims, lawsuits, and other actions (collectively, a “Claim”) broughtby a third party against You or any finding or decision to the extent based on allegations that thesubscribed Services infringe that third party’s patent, copyright, trademark,or trade secrets rights (collectively, “Intellectual Property Rights”). Thisindemnification right does not apply to the extent the allegations are based onYour data or any other materials You provided, modifications You made to theServices, Your Unauthorized Use of the Services, or Your combination of ourServices with other goods or services We did not provide. If We believe that any portion ofthe Services may be subject to such an infringement claim, then We may, at oursole option and at no additional expense to You: (i) obtain for You the rightto continue using the affected Service; (ii) modify or replace the infringingportions of the Service to allow for Your continued use; or (iii) if thesealternatives are not commercially reasonable, refund to You any unused, prepaidFees and terminate the affected Subscription(s). THIS SECTION CONTAINS OUR SOLEOBLIGATIONS AND YOUR SOLE REMEDIES IN THE EVENT OF THIRD-PARTY INFRINGEMENTCLAIMS.
11.2 Youagree to defend, indemnify, and hold Clearer,its parents, subsidiaries, affiliates, directors, officers, and employees andour suppliers (any such Party seeking indemnification, a “Clearer Indemnified Party”)harmless from and against all Claims or any finding or decision to theextent arising from or connected with Your, or anyone acting on Your behalf’s:(i) use of the Services, including, but not limited to any Prohibited Uses;(ii) negligent or willful misconduct; (iii) breach of any representation,warranty, covenant, or obligation under this Agreement; or (iii) breach of anyapplicable law, regulation, or ordinance, including, without limitation, datasecurity and privacy laws.
IfYou have a Subscription, We warrantfor the duration of Your Subscription (the “Warranty Period”), thatthe applicable Services will operate and be performed in substantialconformance with the specifications and documentation We publish when theServices are used in normal operating conditions and not for any UnauthorizedUse. Your exclusive remedy for breach of this warranty is to notify Us in writing in reasonable detail of thenon-conforming aspect of the Services during the Warranty Period, and uponreceipt of such notice, We, at our option, will either use commerciallyreasonable efforts to modify and provide an update to the Services so that they are in conformance with this warranty requirement, orprovide a commercially reasonable work-around within a reasonable period oftime, not to exceed thirty (30) days. If We are unable to remedy any warranted condition inaccordance with this Limited Warranty, We will provide You with a refund of anypre-paid Fees that apply to the period following Your report of thenon-conformity. THIS SECTION SETS FORTH YOUR EXCLUSIVE RIGHTS AND REMEDIES AND OUR SOLE LIABILITY IN CONNECTION WITH THIS LIMITEDWARRANTY.
Youmay choose to use our Services together with certain third-party platforms,add-ons, apps, integrations, websites, publishers, and services, includingAPIs, data feeds, permissions, policies, ranking mechanisms, or pricing models(collectively, “Third-Party Platforms”). Use of such Third-Party Platforms is subjectto Your agreement with the applicable platform or service provider. We are not responsible for any Third-Party Platforms,including changes to or limitations imposed by Third-Party Platforms or their security,functionality, operation, availability, or interoperability with our Servicesor how such Third-Party Platforms or their providers use, retain, and sharedata. You acknowledge that changes byThird-Party Platforms may materially impact the functionality or availabilityof the Services, and such changes shall not constitute a breach of thisAgreement. We are also not responsible for anyimproper disclosure, modification, damage, deletion, loss, or unauthorized useof Your account or data resulting from any such access by or operation ofThird-Party Platforms. Nor are We responsible for anyrefund, credit, or other compensation relating to Third-Party Platforms, whichYou use at Your own risk.
Byusing such Third-Party Platforms, You are giving Us Your consent and instructions to share Your dataand information (which may include personally identifiable information) asneeded for the interoperation of our Services with the Third-Party Platform.
IfYou are redirected to linked sites and content in connection with Your use ofany Third-Party Platform, We recommend that You carefully read and abide by theterms 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 aThird-Party Platform, are those of the respective authors or distributors and We accept no responsibilitytherefor.
EXCEPTFOR THE LIMITED WARRANTY DESCRIBED IN SECTION 12, THE SERVICES ARE PROVIDED ONAN “AS IS” AND “WITH ALL FAULTS” BASIS SUCH THAT THE ENTIRE RISK AS TO THEQUALITY AND PERFORMANCE OF THE SERVICES IS WITH THE BUYER AND THEREFORE, THEBUYER ASSUMES ALL COSTS SHOULD THE SERVICES PROVE DEFECTIVE. WEDISCLAIM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL OTHERWARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THAT THESERVICES WILL BE FREE FROM ERRORS OR DEFECTS, AND ANY WARRANTIES OFMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREETHAT WE HAVENO RESPONSIBILITY OF ANY KIND OR NATURE FOR ANY THIRD-PARTY PLATFORMS YOU MAYCHOOSE TO USE WHEN USING OUR SERVICES OR FOR ANY ERRORS, DEFECTS, LOSSES, ORHARM CAUSED BY YOUR USE OF THIRD-PARTY PLATFORMS. THIS DOES NOT LIMITNON-WAIVABLE RIGHTS YOU MAY HAVE UNDER APPLICABLE LAW.
INANY ACTION ARISING FROM THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THEOTHER 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 THEPOSSIBILITY 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.
16.1 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.
16.2 Modifications to Website and App. We may, at any time and without notice, 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. 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.
We may use data, content, queries, events,configurations, metadata, and other information generated through or inconnection with the Services (“Service Data”) to develop, train,test, improve, and operate machine learning models, artificial intelligencesystems, algorithms, and related technologies that power and enhance theServices, provided that such use is in accordance with Clearer’s Privacy Policyand applicable data protection laws. Wewill not use Your Service Data in a manner that identifies You or Your endusers in externally available models or products, except where expresslypermitted by You or required by law.
We may collect,generate, and use aggregated, anonymized, and de-identified data derived fromthe operation and use of the Services for analytics, benchmarking, productimprovement, research, and commercial purposes. Such data will not identify Youor any individual and shall be owned exclusively by Clearer.
Certain features of the Services may generateautomated outputs, recommendations, rankings, or predictions using artificialintelligence or machine learning (“AI Outputs”). AI Outputs areprovided for informational and optimization purposes only and may beinaccurate, incomplete, or inappropriate for Your specific business needs andtherefore, should not be relied upon for any purpose. You remain solely responsible for reviewingand validating any AI Outputs, including compliance with applicable laws,pricing accuracy, merchandising decisions, and customer representations.
We do notcontrol and shall not be responsible for changes to, interruptions of,limitations imposed by, or termination of access to any Third-Party Platform,including APIs, data feeds, permissions, policies, ranking mechanisms, orpricing models. Customer acknowledges that changes by Third-Party Platforms maymaterially impact the functionality or availability of the Services, and suchchanges shall not constitute a breach of this Agreement.
21.1 IndependentContractor Relationship. The parties to this Agreement are independentcontractors and nothing in this Agreement shall be construed to create anagency, partnership, joint venture, employment or similar relationship betweenYou and Us or any of Our parents, subsidiaries, affiliates or successors. Without the express written consent of theother party, neither party has the authority to represent itself to be anagent, employee or representative of the other party, enter into any agreementor commitment on the other party’s behalf, or bind the other party to anyobligation in any manner whatsoever.
21.2 EntireAgreement. These Terms, the Privacy Policy, and terms specific to anapplicable Subscription, form the entire contract and Agreement between theparties with respect to the subject matter described herein and supersedes allprior and contemporaneous agreements or understandings. Any different or conflictingterms added to Subscriptions or any other documents or proposals submitted toUs, are hereby rejected and do not apply unless documented in a writing signedby an authorized representative of Clearer.
21.3 Waiver.The failure of either party to enforce at any time any of the provisionscontained herein or exercise any right or option hereunder shall not beconstrued to be a waiver of the right of such party thereafter to enforce anysuch provisions or exercise such right or option. Any consent by any party to, or waiver of, abreach by the other, shall be in writing signed by the waiving party and shallnot constitute the consent to, waiver of, or excuse of any other different orsubsequent breach.
21.4 Severability. In the event that any provision of thisAgreement shall be prohibited by law, then the subject provision shall not bevoid, but rather shall be interpreted as operating to the fullest extentallowed by law, and in the event that any provision of this Agreement shall bepartially or totally invalid or unenforceable, then the remaining provisionsshall remain valid and binding.
21.5 GoverningLaw. If You are a resident or a business entity whose principal place ofbusiness is in the United States (collectively “U.S. Customers”):this Agreement shall be governed and construed in accordance with the laws of theState of New York without regard to any conflicts of laws principles. If You, or the business entity You represent, resideor has a principal place of business outside the U.S. (collectively, “Restof World Customers”): this Agreement shall be governed and construed inaccordance with the laws of England and Wales Any dispute arising out of this Agreement mayonly be brought in accordance with Section 21.6, as applicable.
21.6 Mandatory Arbitration. READTHIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIRDISPUTES, WAIVES THE RIGHT TO A JURY TRIAL, AND LIMITS THE MANNER IN WHICH YOUCAN SEEK RELIEF FROM US. For any dispute with Us You agree to firstcontact 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 Youwithin thirty (30) days’ of such notice, then any controversy or claim arisingout of or relating to this Agreement or the alleged breach hereof may bepursued on an individual basis only, and not on behalf of a class, and shall besettled by binding arbitration. ForU.S. Customers, the arbitration will be governed by the American ArbitrationAssociation (“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, thearbitration will be governed by the rules ofthe London Court of International Arbitration (“LCIA”) and shall take place inLondon, England. In all cases, thearbitration proceedings shall take place before a single arbitrator mutually agreedupon by the Parties. If the Partiescannot agree, than an arbitration shall be appointed by AAA or LCIA, asapplicable. All communications,documents, and filings pertaining to the arbitration (including the fact thatarbitration is pending) shall be maintained in strict confidence, except to theextent that disclosure is required by law. Except as provided herein, the arbitration shall not be brought oradjudicated on a class action, representative, or consolidated basis, provided; however, We shall be permitted, in our sole discretion, to join or consolidate anyarbitration with third-parties arising out of the same claim or controversy.The arbitrator shall be bound to follow the laws of the applicablejurisdiction, decisional and statutory, including, without limitation, the rulesof evidence, in reaching any decision. Each party shall bear their own arbitration fees, except that thearbitrator is empowered to award the prevailing party its reasonable attorneys’fees and expert costs. Any award shall be final, binding, and conclusive. Ajudgment upon the award rendered may be entered in any court havingjurisdiction thereof. Nothing in this Section shall be deemed as preventingeither party from seeking a preliminary injunction or other preliminaryequitable relief from a court of competent jurisdiction in appropriatecases. If You do not wish to be bound bythis provision You must notify Us within thirty (30) days of the firstacceptance date of any version of this Agreement containing an arbitrationprovision. Your notice must be submittedto info@clearer.io.
21.7 Confidentiality. “Confidential Information”means any information or data disclosed byeither party that is marked or otherwise designated as confidential or proprietaryor that should otherwise be reasonably understood to be confidential in lightof 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 properlyknown to receiving party, without restriction, prior to disclosure by thedisclosing party; (c) was properly disclosed to receiving party, withoutrestriction, by another person with the legal authority to do so; or (d) isindependently developed by the receiving party without use of or reference tothe disclosing party’s Confidential Information. Each party agrees that it will use the Confidential Information of the other party solelyin 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 partywithout the other party’s prior written consent, except as otherwise permittedhereunder. However, either party may disclose Confidential Information to itsemployees, officers, directors, attorneys, auditors, financial advisors andother representatives who have a need to know and are legally bound to keepsuch information confidential by confidentiality obligations consistent withthose of this Agreement, and as required by law (in which case the receivingparty will provide the disclosing party with prior written notificationthereof, will provide the disclosing party with the opportunity to contest suchdisclosure, and will use its reasonable efforts to minimize such disclosure tothe extent permitted by applicable law). Neither party will disclose the termsof this Agreement to any third party other than advisors bound by aprofessional secret (such as lawyers and tax advisors), except that eitherparty may confidentially disclose such terms to actual or potential lenders,investors or acquirers. Each party agrees to exercise due care in protectingthe Confidential Information from unauthorized use and disclosure. In the eventof actual or threatened breach of the provisions of this Section or the LimitedLicense restrictions (Section 2), the non-breaching party will be entitled toseek immediate injunctive and other equitable relief, without waiving any otherrights or remedies available to it. Each party will promptly notify the otherin writing if it becomes aware of any violations of the confidentialityobligations set forth in this Agreement.
21.8 Assignment. Neither party may assign, transfer, or delegatethis Agreement or any Subscription without the written consent of the otherparty, which may not be unreasonably withheld or delayed, except that We may assign, transfer, or delegate any of our rights or obligations underthis Agreement without Your consent or notice, to anyparent, subsidiary, or affiliate or a successor in the event of a listingof our securities on apublic stock exchange or a merger, acquisition or other consolidation, includingwithout limitation the sale of all or substantially all of our assets, stock or businessto which this Agreement relates. Subject to these restrictions, the provisionsof this Agreement shall be binding upon and shall inure to the benefit of theparties, their successors and permitted assigns. Any attempted assignment hat is not permittedby this Agreement shall be void and without effect.
21.9 Notices. Allnotices to Us hereundershall be in writing and will be deemed given: (i) when delivered on a businessday if delivered personally or by confirmed facsimile transmission duringnormal business hours at the place of receipt; (ii) on the next business day atthe addressee’s offices after deposit with any overnight courier for nextbusiness day delivery; or (iii) the date of receipt if delivered by certifiedmail, return receipt requested, postage prepaid or e-mail with deliveryreceipt; 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
info@clearer.io
21.10 Force Majeure. Weshall not be liable or responsible, nor be deemed to have defaulted or breachedthis Agreement, for any failure, delay, or interruption in performing theServices or any term of this Agreementto the extent such failure or delay is caused by or results from acts orcircumstances beyond its reasonable control, including without limitation, actsof 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 materialchange in any third party technologies or platforms or interruption ortermination of service by an Internet access provider for reasons outside ofits control including, without limitation, the actions of “hackers” or terroristsand infections by viruses, worms, or “Trojan horses” (collectively a “ForceMajeure” event).
21.11 California Residents. The provider ofthe Services is: AppHub, LLC dba Clearer. If You are a California resident, inaccordance with Cal. Civ. Code §1789.3, You may report complaints to theComplaint Assistance Unit of the Division of Consumer Services of theCalifornia Department of Consumer Affairs by contacting them in writing at 1625North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800)952-5210 or (916) 445-1254.
