1. Acknowledgement and Acceptance of Terms
Clearedin, Inc., a Delaware corporation (“Clearedin”, “Company”, “us” or “we”), provides websites under the clearedin.com domain (collectively, the “Sites”) and our SaaS application, tools, mobile applications and related services (together with the Sites, the “Service”) subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Service” or the “Agreement”). When using the Service, you shall be subject to any posted guidelines or rules applicable to the Service that may contain terms and conditions in addition to those in the Terms of Service.
We reserve the right to change the Terms of Service from time to time but if we do, we will bring it to your attention by placing a notice on the website and by sending you an email. Your continued use of the Service after the posting of any modifications shall constitute your agreement to be bound by such modified Terms of Service.
You (“you” or “User”) represent and warrant that you are at least 18 years of age. If you are under 18, then you may not, under any circumstances or for any reason, use the Service. We may, in our sole discretion, refuse to offer the Service to any person or entity and change the eligibility criteria for using the Service at any time. The right to access the Service is revoked where these Terms of Service or use of the Service is prohibited or to the extent offering, sale or provision of the Service conflicts with any applicable law, rule or regulation. Further, the Service is offered only for your use and not for the use or benefit of any third-party. For the avoidance of doubt, and as more fully described herein, you may not use the Service to the extent you provide, are developing, or plan to develop, an offering that is similar to or competitive with the Service.
3. Account Information
Clearedin requires you to enroll for an account (including providing payment information).
Clearedin accounts will give you access to the Service and functionality that we may establish and maintain from time to time and at our sole discretion. We may maintain different types of accounts for different types of users.
4. Organizational Usage
If you establish a Clearedin account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.
6. Billing and Payment
Users of the Service may be required to provide their credit card or bank account details to Company or the payment service provider retained by Company (the “PSP”). Users will be responsible for paying agreed-upon fees for the Service. Users of the Service will be liable for any taxes required to be paid on the Service provided under the Agreement (other than taxes on the Company’s income).
All paid plans must enter a valid payment account. Free accounts are not required to provide payment account information. An upgrade from the free plan to any paying plan will trigger a bill.
For monthly payment plans, the Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade / downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
7. Changes to the Service
Clearedin is constantly innovating and finding ways to provide our Users with new features and services. Therefore, we may, without prior notice, change the Service, add features, stop providing the Service or features of the Service, to you or to Users generally, or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if, in our sole determination, you violate any provision of this Agreement, or for no reason.
We cannot guarantee that unauthorized third parties will never be able to defeat our security measures. You acknowledge that you provide your information at your own risk.
9. Disclaimer of Warranties and Limitation of Liability
THE SERVICE AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENTNESS, FREEDOM FROM INTERRUPTION, VIRUSES OR OTHER DEFECT, AND NON-INFRINGEMENT.
YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE SERVICE OR ANY CONTENT IS TO STOP USING THE SERVICE OR ANY SUCH CONTENT. IN NO EVENT SHALL WE OR OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR CONTENT PROVIDERS (OUR “AFFILIATES”) BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE SERVICE OR THE CONTENT (INCLUDING WITHOUT LIMITATION THE COST OF PROCUREMENT OF REPLACEMENT SERVICES), WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE OR OUR AFFILIATES ARE ADVISED ON THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLEAREDIN ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL CLEAREDIN, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE LICENSE FEES PAID TO CLEAREDIN FOR THE PREVIOUS THREE MONTHS.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CLEAREDIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
10. Termination and Indemnity
You agree that we may, at any time, and at our sole discretion, terminate your account or suspend or prohibit your access to the Service without prior notice to you for violating any of the Terms of Service or for any other reason whatsoever.
You agree to defend, indemnify, and hold us and our Affiliates harmless from and against any demands, loss, liability, claims or expenses (including attorneys’ fees) made against us by any third party due to or arising out of your use of the Service or your violation of this Agreement.
Provisions that, by their nature, should survive termination of this Agreement shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
11. Notification Procedures and Changes to the Agreement
Clearedin may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, “push” mobile notification, written or hard copy notice, or through posting of such notice on our website, as determined by Clearedin in our sole discretion. Clearedin reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Your continued use of the Service after notice of any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service. Clearedin is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
12. Governing Law, International Use
The Terms of Service will be governed by and construed in accordance with the internal laws of the State of California, without regard to its conflicts of law provisions. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Santa Clara County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Santa Clara County, California, or the Northern District of California.
Although the Service may be accessible worldwide, we make no representation that materials on the Service are appropriate or available for use in locations outside the United States, and accessing the Service from territories where its use is illegal is prohibited.