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 âClearerâ. These terms and conditions (âTermsâor âAgreementâ) shall constitute a binding contract between Clearer(referred to herein as âClearerâ, âWeâ or âUsâ)and the individuals or the business entity you are authorized to represent(collectively referred to as âYouâ, âYourâ, or âCustomerâ) that access the Boost Commerce website or purchase, install, sign-up, order or use theProduct Filter & Search application (the âAppâ).
These Terms, as well as the following policies, which are incorporated herein by reference, shall govern all services provided by the Boost Commerce website and App (including all software, templates, graphics, and other content and information they include and produce), and related services, including installation, configuration, consulting, maintenance, and other support provided by Clearer (collectively theâServicesâ):
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These Terms may not be modified or amended by any oral agreement, course of performance, trade usage, or course of dealing. Any conflicting term in any other document or communication shall be deemed rejected, unless such terms are approved in writing by Us. By accessing, purchasing, or using the Services, You agree to be bound by these Terms. If You do not accept all applicable Terms and the Privacy Policy, then You may not use the Services.
PLEASE READ THIS 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.
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Subject to Your compliance with all applicable Terms, We grant You a limited, non-exclusive, non-transferable right and license to access the public portions of the Boost Commerce website and if You make a purchase, to access and use the App and other related Services for the duration of Your subscription in accordance with the service bundle selected(each, a âPlanâ), solely for Your own business purposes and not for any personal, household, or family purpose or other Prohibited Use, described in Sections 2.1 and 3 (the âLimited Licenseâ). Except for this Limited License to use the Services, this Agreement conveys no right or interest in the Services.
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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 that are illegal under the laws applicable to You, Your customers, or the location of sale or delivery. Without limiting the foregoing, You and anyone acting on Your behalf shall not use or encourage or allow any other person or entity to use the Services in prohibited manners or for prohibited purposes, including, without limitation, the following (collectively referred to âProhibited Usesâ):
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2.2 Compliance with Law; Disclaimer ofLegality Evaluation. We are a neutral platform provider that does not evaluate the legality of, or actively participate in, any of Your transactions. Therefore, We make no representation or warranty regarding the legality of your use of the Services in any jurisdiction. You are solely responsible for ensuring that Your use of the Services is legal in the location(s) where you 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 the Services may be subject to certain limitations as stated in our published specifications and documentation. Limitations vary by App and may include restrictions on things like the number of supported stores or domains, storage limits, and the number of transactions included with Your Subscription (âUsage Limitsâ). If You exceed Usage Limits for an App during Your Subscription, the App may cease to work, or You may be charged additional fees for the excess use at then-current prices. In some instances, You may be using a âfree trialâ or other no-charge version of an App, in which case Usage Limits may also include a limited period of trial use, or limited functionality, or both. Use of such versions is still subject to these Terms.
2.4 Account Creation. To use Services other than the portions of our website available to the public, You will be required to create an account. As part of the account creation process, You will be asked to provide Your email address and create a password. When registering an account, You must provide true, accurate, current and complete information about Yourself as requested during the account creation process. You must also keep that information up to date. You will be responsible for all uses of the Services under Your account (whether or not authorized by You). You shall use commercially reasonable efforts to prevent: (i) unauthorized access to or use of Your account; and (ii) loss of account data by separately and regularly backing up any data and information used in conjunction with the Services at intervals that are reasonable in view of the nature and criticality of the information. You will be solely responsible for Your failure to maintain such equipment, software and services or to use the current version of the interfaces and APIs made available by Us to access the Services. We may log into user accounts to provide technical and customer support, conduct security controls and audits, comply with regulatory requirements, and other lawful purposes necessary to provide the Services. We reserve the right to delete any account that is being used in any manner that violates these Terms or any applicable laws, rules or regulations. Any reviews solicited outside the Reviews.io ecosystem may be flagged and moderated.
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3.1 Subscriptions and Orders. Subscriptions may be initiated by selecting one of the Plans at https://boostcommerce.net/platform/pricing and providing all information to complete the order and create an account, including, without limitation providing a Payment Account as described in Section 7.1. The particular Services included in the selected Plan and duration of an order are referred to herein as a âSubscriptionâ. Technical support is only available for users with 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 in connection with the Services (collectively, âContentâ).
3.3 Prohibited Contributions. In addition to the Unauthorized Uses described in Section 2.1, You are prohibited from using the Boost Commerce Website or App to provide or upload Content that is: (a) is sexist, racist, condescending, offensive, plagiaristic, libelous, defamatory or includes personal data (including any personally identifiable information or contact details); (b) infringes the Intellectual Property Rights of third-parties; or (c) is otherwise unlawful or unethical.
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 not responsible to detect or identify Prohibited Content, if a violation of this Section 3.3 is found or suspected, the Content will be immediately deleted, without warning, notice, or penalty, and the contributor may be banned from providing any future Content. Boost Commerce further reserves the right to remove any Content from the Boost Commerce website or App at any time and for any reason or no reason, without penalty or liability.
3.4 Marketing; PromotionalAnnouncements. You agree that Boost Commerce shall have the non-exclusive right and license to use the names, trademarks, service marks, and logos associated with Your store or business to promote the Services.
3.5 No underage use. Access or use of the Services by anyone under the age of 18 is strictly prohibited. The collection of personal information from children under 13 is governed in the U.S. by the Childrenâs Online Privacy Protection Act, and Your failure to comply with that statute can subject You to severe penalties. Other laws and regulations applicable to certain states and countries can further regulate data collection from minors under 16, including that some jurisdictions have an age of majority higher than 18 years old. You are solely responsible for restricting data collection from, and participation by, any under-age participants.
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We have the right to Use Feedback and Reviews. We encourage You to provide suggestions, proposals, ideas, recommendations, or other feedback regarding the Services (collectively, âFeedbackâ). To the extent You provide such Feedback, all rights, title, and interest in such Feedback shall vest solely with Clearer and therefore, Clearer shall have an unrestricted and perpetual right to incorporate that Feedback into its Services and use it for any lawful purpose. We will not, however, use Your name or identify You when using Feedback for marketing or promotional purposes unless We have asked for and received Your consent.
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You are responsible for protecting Your Credentials, including selecting secure account and user passwords, changing passwords frequently, maintaining the confidentiality of user logins and passwords, and restricting access to these and any other unique Credentials You are assigned (collectively, âSecurity Measuresâ). Sharing of unique Credentials or passwords with any other person is strictly prohibited. We assume no responsibility for damage or loss arising from unauthorized access to the Services or Your failure to employ proper Security Measures (including without limitation configuring Your hardware and software in a way that reasonably prevents unauthorized users from accessing Your account).
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We will maintain administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of the data You provide to Us through the Services, in accordance with our Privacy Policy and Data Privacy Addendum, available here and here .
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If You have a Subscription, You agree to pay all fees when due in accordance with Your Purchase Plan (âSubscription Feesâ) and any other applicable fees, including but not limited to fees relating to the processing of transactions under Your Account (âTransaction Feesâ), and any fees relating to Your purchase of any products or services such as customization requests (âAdditional Feesâ and together with Subscription and Transactional Fees, âFeesâ). Fees are due in advance each month, and any variable charges based on exceeding Usage Limits or other usage metrics, as defined in the applicable payment Plan are due within five (5) days of the end of each month. Fees accrued are non-cancellable and non-refundable. You agree to pay applicable sales, use, value added or similar taxes, if any, that Clearer may be required to collect related to Your Subscription. All payments must be in U.S. dollars unless otherwise stated in Your Subscription.
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7.1 Automatic Payments. Automatic Payments. At the time of making a purchase, You will be required to provide credit card information to Clearer, its third-party processor, or use an intermediate payment system, such as those associated with e-commerce platforms (collectively, a âPayment Accountâ). You hereby authorize Clearer or its third-party processor to charge Your Payment Account for all Fees when due in accordance with Your Subscription.
7.2 Late Payments. If Your payment is late or declined for any reason, including an expired Payment Account, in addition to any other rights and remedies available, We may suspend the Services until You establish a new Payment Account and pay all amounts due. You are responsible for keeping all Payment Account information accurate and up to date, including information needed by Us to charge Your Payment Account. If Your payment is past due You will also be charged interest at the rate of one percent (1%) per month on the past due balance (or if lower, the highest rate permitted by law) prorated daily until payment is received.â
7.3 Disputed Charges. In the event You dispute all or part of the charges to Your Payment Account, You agree to notify Us within thirty (30) days of the due date for the disputed charge, and work with Us in good faith to resolve the issue before seeking a refund through Your Payment Account. If We agree a refund is due, We will promptly refund the disputed amount. You agree that for any variable charges, our system reports on usage are the system of record for billing purposes.
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These Terms are effective upon accessing, installing, signing up, ordering, or otherwise using our Services. If You make a purchase, the Terms applicable to purchases shall remain in full force and effect for the duration of Your Subscription, unless earlier terminated in accordance with Section 9. If You have more than one Subscription with Us, the termination of one Subscription will not affect other Subscriptions.
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9.1 Unless otherwise specified in Your Plan, You may terminate one or more Subscriptions at any time, for any reason or no reason, by 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, the termination will be effective no more than thirty (30) days from the date notification is received. However You will not be entitled to a refund of any pre-paid Fees, and any unbilled charges accrued through the date of termination (such as variable Fees) will become immediately due and payable and charged to Your Payment Account. Be sure to download and store any of Your data available from our Services before You terminate since Your account and related data may be deleted and no longer available after termination.
9.2 We may terminate Your Subscription and/or this entire Agreement, if You violate any provision of this Agreement and do not remedy it, if it can be remedied, within ten (10) business days of our notice of such violation; provided, however, we may also terminate Your Subscription and/or this entire Agreement without notice or opportunity to cure if: (1) the violation includes a Prohibited Use in violation of Section 2.1 or Section 3.3; or (2) You become the subject of a petition of bankruptcy, or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Your access to Services may be suspended during any cure period. We may also terminate any or all Subscriptions at any time and for any reason or no reason by giving You thirty (30) daysâ prior notice. All such notices will be provided through the Apps included in Your Subscription or the contact information You have provided Us. Be sure to download and store any of Your data available from our Services before the termination effective date since Your account and related data may be deleted and no longer available after termination. If You do not have a Subscription, notice of termination or modification to this Agreement will not be provided.
9.3 We reserve the right to continue to commercially exploit and display reviews written on Reviews.io or Reviews.co.uk notwithstanding Your cancelled subscription and any license granted with respect to such reviews shall survive termination in perpetuity.
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Immediately upon any termination of a Subscription or this Agreement, You will cease use of the terminated Services, and You will be charged in full for all Fees due at the time of termination. You will no longer have access to Your account or Your data from our systems or applicable Apps, and You may no longer use the Services or any part of the Services (such as templates, graphics content, documentation, or other materials). All provisions of this Agreement which by their nature should survive termination of this Agreement shall survive termination.
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11.1 If You have a Subscription, We will defend, indemnify, and hold You harmless from and against all loss, damage, fines, costs, expenses, liabilities, claims, lawsuits, and other actions (collectively, a âClaimâ) brought by a third party against You or any finding or decision to the extent based on allegations that the subscribed Services infringe that third partyâs patent, copyright, trademark, or trade secrets rights (collectively, âIntellectual Property Rightsâ). This indemnification right does not apply to the extent the allegations are based on Your data or any other materials You provided, modifications You made to the Services, Your Unauthorized Use of the Services, or Your combination of our Services with other goods or services We did not provide. If We believe that any portion of the Services may be subject to such an infringement claim, then We may, at our sole option and at no additional expense to You: (i) obtain for You the right to continue using the affected Service; (ii) modify or replace the infringing portions of the Service to allow for Your continued use; or (iii) if these alternatives are not commercially reasonable, refund to You any unused, prepaid Fees and terminate the affected Subscription(s). THIS SECTION CONTAINS OUR SOLE OBLIGATIONS AND YOUR SOLE REMEDIES IN THE EVENT OF THIRD-PARTY INFRINGEMENT CLAIMS.
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11.2 You agree to defend, indemnify, and hold Clearer, its parents, subsidiaries, affiliates, directors, officers, and employees and our suppliers (any such Party seeking indemnification, a âClearer Indemnified Partyâ) harmless from and against all Claims or any finding or decision to the extent arising from or connected with Your, or anyone acting on Your behalfâs: (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 any applicable law, regulation, or ordinance, including, without limitation, data security and privacy laws.
If You have a Subscription, We warrant for the duration of Your Subscription (the âWarranty Periodâ), that the applicable Services will operate and be performed in substantial conformance with the specifications and documentation We publish when the Services are used in normal operating conditions and not for any Unauthorized Use. Your exclusive remedy for breach of this warranty is to notify Us in writing in reasonable detail of the non-conforming aspect of the Services during the Warranty Period, and upon receipt of such notice, We, at our option, will either use commercially reasonable efforts to modify and provide an update to the Services so that they are in conformance with this warranty requirement, or provide a commercially reasonable work-around within a reasonable period of time, not to exceed thirty (30) days. If We are unable to remedy any warranted condition in accordance with this Limited Warranty, We will provide You with a refund of any pre-paid Fees that apply to the period following Your report of the non-conformity. THIS SECTION SETS FORTH YOUR EXCLUSIVE RIGHTS AND REMEDIES AND OUR SOLE LIABILITY IN CONNECTION WITH THIS LIMITED WARRANTY.
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You may choose to use our Services together with certain third-party platforms, add-ons, apps, integrations, websites, publishers, and services, including APIs, data feeds, permissions, policies, ranking mechanisms, or pricing models (collectively, âThird-Party Platformsâ). Use of such Third-Party Platforms is subject to Your agreement with the applicable platform or service provider. We are not responsible for any Third-Party Platforms, including changes to or limitations imposed by Third-Party Platforms or their security, functionality, operation, availability, or interoperability with our Services or how such Third-Party Platforms or their providers use, retain, and share data. You acknowledge that changes by Third-Party Platforms may materially impact the functionality or availability of the Services, and such changes shall not constitute a breach of this Agreement. We are also not responsible for any improper disclosure, modification, damage, deletion, loss, or unauthorized use of Your account or data resulting from any such access by or operation of Third-Party Platforms. Nor are We responsible for any refund, credit, or other compensation relating to Third-Party Platforms, which You use at Your own risk.
By using such Third-Party Platforms, You are giving Us Your consent and instructions to share Your data and information (which may include personally identifiable information) as needed for the interoperation of our Services with the Third-Party Platform.
If You are redirected to linked sites and content in connection with Your use of any Third-Party Platform, We recommend that You carefully read and abide by the terms of use and privacy policies of such sites and content. Any opinions, advice, statements, content, services, offers or other information expressed or made available by a Third-Party Platform, are those of the respective authors or distributors and We accept no responsibility therefor.
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EXCEPTFOR THE LIMITED WARRANTY DESCRIBED IN SECTION 12, THE SERVICES ARE PROVIDED ONAN âAS ISâ AND âWITH ALL FAULTSâ 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.
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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 PARTYâS 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.
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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.
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We may use data, content, queries, events, configurations, metadata, and other information generated through or in connection with the Services (âService Dataâ) to develop, train, test, improve, and operate machine learning models, artificial intelligence systems, algorithms, and related technologies that power and enhance the Services, provided that such use is in accordance with Clearerâs Privacy Policy and applicable data protection laws. We will not use Your Service Data in a manner that identifies You or Your end users in externally available models or products, except where expressly permitted by You or required by law.
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We may collect, generate, and use aggregated, anonymized, and de-identified data derived from the operation and use of the Services for analytics, benchmarking, product improvement, research, and commercial purposes. Such data will not identify You or any individual and shall be owned exclusively by Clearer.
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Certain features of the Services may generate automated outputs, recommendations, rankings, or predictions using artificial intelligence or machine learning (âAI Outputsâ). AI Outputs are provided for informational and optimization purposes only and may be inaccurate, incomplete, or inappropriate for Your specific business needs and therefore, should not be relied upon for any purpose. You remain solely responsible for reviewing and validating any AI Outputs, including compliance with applicable laws, pricing accuracy, merchandising decisions, and customer representations.
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We do not control 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, or pricing models. Customer acknowledges that changes by Third-Party Platforms may materially impact the functionality or availability of the Services, and such changes shall not constitute a breach of this Agreement.
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21.1 IndependentContractor Relationship. The parties to this Agreement are independent contractors and nothing in this Agreement shall be construed to create an agency, partnership, joint venture, employment or similar relationship between You and Us or any of Our parents, subsidiaries, affiliates or successors. Without the express written consent of the other party, neither party has the authority to represent itself to be an agent, employee or representative of the other party, enter into any agreement or commitment on the other partyâs behalf, or bind the other party to any obligation in any manner whatsoever.
21.2 EntireAgreement. These Terms, the Privacy Policy, and terms specific to an applicable Subscription, form the entire contract and Agreement between the parties with respect to the subject matter described herein and supersedes all prior and contemporaneous agreements or understandings. Any different or conflicting terms added to Subscriptions or any other documents or proposals submitted to Us, are hereby rejected and do not apply unless documented in a writing signed by an authorized representative of Clearer.
21.3 Waiver. The failure of either party to enforce at any time any of the provisions contained herein or exercise any right or option hereunder shall not be construed to be a waiver of the right of such party thereafter to enforce any such provisions or exercise such right or option. Any consent by any party to, or waiver of, a breach by the other, shall be in writing signed by the waiving party and shall not constitute the consent to, waiver of, or excuse of any other different or subsequent breach.
21.4 Severability. In the event that any provision of this Agreement shall be prohibited by law, then the subject provision shall not be void, but rather shall be interpreted as operating to the fullest extent allowed by law, and in the event that any provision of this Agreement shall be partially or totally invalid or unenforceable, then the remaining provisions shall remain valid and binding.
21.5 GoverningLaw. If You are a resident or a business entity whose principal place of business is in the United States (collectively âU.S. Customersâ): this Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to any conflicts of laws principles. If You, or the business entity You represent, reside or has a principal place of business outside the U.S. (collectively, âRest of World Customersâ): this Agreement shall be governed and construed in accordance with the laws of England and Wales Any dispute arising out of this Agreement may only be brought in accordance with Section 21.6, as applicable.
21.6 Mandatory Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES, WAIVES THE RIGHT TO A JURY TRIAL, AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. For any dispute with Us You agree to first contact Us and attempt to resolve the dispute with Us informally in good faith. In the unlikely event that We have not been able to resolve a dispute with You within thirty (30) daysâ of such notice, then any controversy or claim arising out of or relating to this Agreement or the alleged breach hereof may be pursued on an individual basis only, and not on behalf of a class, and shall be settled by binding arbitration. For U.S. Customers, the arbitration will be governed by the American Arbitration Association (âAAAâ) pursuant to their Commercial Arbitration Rules available at www.adr.org and shall take place in New York County, New York. For Rest of World Customers, the arbitration will be governed by the rules of the London Court of International Arbitration (âLCIAâ) and shall take place in London, England. In all cases, the arbitration proceedings shall take place before a single arbitrator mutually agreed upon by the Parties. If the Parties cannot agree, than an arbitration shall be appointed by AAA or LCIA, as applicable. All communications, documents, and filings pertaining to the arbitration (including the fact that arbitration is pending) shall be maintained in strict confidence, except to the extent that disclosure is required by law. Except as provided herein, the arbitration shall not be brought or adjudicated on a class action, representative, or consolidated basis, provided; however, We shall be permitted, in our sole discretion, to join or consolidate any arbitration with third-parties arising out of the same claim or controversy. The arbitrator shall be bound to follow the laws of the applicable jurisdiction, decisional and statutory, including, without limitation, the rules of evidence, in reaching any decision. Each party shall bear their own arbitration fees, except that the arbitrator is empowered to award the prevailing party its reasonable attorneysâ fees and expert costs. Any award shall be final, binding, and conclusive. A judgment upon the award rendered may be entered in any court having jurisdiction thereof. Nothing in this Section shall be deemed as preventing either party from seeking a preliminary injunction or other preliminary equitable relief from a court of competent jurisdiction in appropriate cases. If You do not wish to be bound by this provision You must notify Us within thirty (30) days of the first acceptance date of any version of this Agreement containing an arbitration provision. Your notice must be submitted to info@clearer.io.
21.7 Confidentiality. âConfidential Informationâ means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, Confidential Information will not include any information which: (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing partyâs Confidential Information. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other partyâs prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement, and as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the terms of this Agreement to any third party other than advisors bound by a professional secret (such as lawyers and tax advisors), except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the Limited License restrictions (Section 2), the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
21.8 Assignment. Neither party may assign, transfer, or delegate this Agreement or any Subscription without the written consent of the other party, which may not be unreasonably withheld or delayed, except that We may assign, transfer, or delegate any of our rights or obligations under this Agreement without Your consent or notice, to any parent, subsidiary, or affiliate or a successor in the event of a listing of our securities on a public stock exchange or a merger, acquisition or other consolidation, including without limitation the sale of all or substantially all of our assets, stock or business to which this Agreement relates. Subject to these restrictions, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. Any attempted assignment hat is not permitted by this Agreement shall be void and without effect.
21.9 Notices. All notices to Us hereunder shall be in writing and will be deemed given: (i) when delivered on a business day if delivered personally or by confirmed facsimile transmission during normal business hours at the place of receipt; (ii) on the next business day at the addresseeâs offices after deposit with any overnight courier for next business day delivery; or (iii) the date of receipt if delivered by certified mail, return receipt requested, postage prepaid or e-mail with delivery receipt; all of which shall be addressed as follows or to such other address We may specify in accordance with this subparagraph:
21.10 Force Majeure. We shall not be liable or responsible, nor be deemed to have defaulted or breached this Agreement, for any failure, delay, or interruption in performing the Services or any term of this Agreement to the extent such failure or delay is caused by or results from acts or circumstances beyond its reasonable control, including without limitation, acts of God, flood, fire, earthquake, war, embargo, invasion or hostilities, terrorist acts, riot, national emergency, revolution, epidemic, pandemics, strike, disruptions of telecommunications, power or other essential services (including external electrical work or problems) or unavailability or material change in any third party technologies or platforms or interruption or termination of service by an Internet access provider for reasons outside of its control including, without limitation, the actions of âhackersâ or terrorists and infections by viruses, worms, or âTrojan horsesâ (collectively a âForce Majeureâ event).
21.11 California Residents. The provider of the Services is: AppHub, LLC dba Clearer. If You are a California resident, in accordance with Cal. Civ. Code §1789.3, You may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
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