ClearView SocialTM END USER AGREEMENT
By accepting this Agreement, you agree to be bound by and abide by its terms and conditions. Your use of ClearView Social (“Service”) indicates your continued acceptance of this Agreement. You agree that the electronic acceptance of this Agreement is intended to have the same force and effect as if this Agreement were physically signed. If you do not accept these terms and conditions, you should click the 'decline' button and promptly destroy or delete any materials in your possession relating to the Service. In this Agreement, the words "you" and "your" refer to the person accepting this Agreement, and "ClearView Social" refers to the ClearView Social product operated by ClearView Social, Inc. and its affiliates.
1.Explanation of Service
ClearView Social is a social sharing software that allows professionals to share website and internet content to their own social media platforms.
- a.Electronic Agreement. This Agreement is an electronic contract that sets out the legally binding terms of your use of the Service. This Agreement may be modified by ClearView Social from time to time, such modifications to be effective upon posting by ClearView Social through the Service. By utilizing the Service you accept this Agreement and agree to all of the terms, conditions and notices contained or referenced herein.
- b.Electronic Form. By utilizing the Service you consent to have this Agreement provided to you in electronic form.
- c.Non-electronic Copy. You have the right to receive this Agreement in non-electronic form. You may request a non-electronic copy of this Agreement either before or after you electronically sign the Agreement. To receive a non-electronic copy of this Agreement, please contact us online or send a letter and self-addressed stamped envelope to: ClearView Social, 77 Goodell Street Suite 430 Buffalo, NY 14203
- d.Withdrawing Your Consent. You have the right at any time to withdraw your consent to have this Agreement provided to you in electronic form.
- i.Effect. Should you choose to withdraw your consent to have this Agreement provided to you in electronic form, we will discontinue your then-current Service. This means that you will not have the right to use the Service unless, and until, we issue you credentials for a new Service. We only will issue you such after we receive a signed copy of a non-electronic version of this Agreement, which we will send upon request.
- ii.Notice. To withdraw your consent and/or request a non-electronic copy of this Agreement, please send a letter and self-addressed stamped envelope to: ClearView Social, 77 Goodell Street Suite 430 Buffalo, NY 14203.
- iii.Effective Timing. Your withdrawal of consent shall be effective within a reasonable time after we receive your withdrawal notice described above. Your withdrawal of consent will not affect the legal validity or enforceability of the Agreement provided to, and electronically signed by, you prior to the effective date of your withdrawal.
- e.Access and Retention.In order to access and retain this electronic Agreement, you must have access to the Service, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program. We will notify you of any changes in the hardware or software requirements needed to access and/or retain this Agreement that create a material risk that you will not be able to continue to access and/or retain this electronic Agreement.
- This Agreement will remain in full force and effect while you use the Service. You may terminate your Service at any time, for any reason, by sending written notice of termination to ClearView Social, 77 Goodell Street Suite 430 Buffalo, NY 14203. If ClearView Social terminates your Service because you have breached this Agreement, you will not be entitled to any refund. All decisions regarding the termination of accounts shall be made in the sole discretion of ClearView Social. ClearView Social is not required to provide you notice prior to terminating your Service. ClearView Social is not required, and may be prohibited, from disclosing a reason for the termination of your Service. After your Service is terminated, all terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.
- b.As a User, you are solely responsible for the Content that you publish or display (“post”) through the Service, or transmit or retransmit through social media or any other means. You will not post through the Service, or transmit or share, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). You will not publish any content through the Service in violation of any state or federal rules of professional responsibility and ethics..
- c.Reliance on Content, Advice, Etc. Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by ClearView Social, are those of their respective authors. Such authors are solely responsible for such content. ClearView Social does not: (i) guarantee the accuracy, completeness, or usefulness of any information through the Service, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party. Under no circumstances will ClearView Social or its affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on through the Service or transmitted to or by any user of the Service.
- 9.Prohibited Activities
ClearView Social reserves the right to investigate and terminate your membership if you have misused the Service, or behaved in a manner which could be regarded by ClearView Social as inappropriate, unlawful or illegal.
10.Modifications to Service
ClearView Social reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that ClearView Social shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights.
You acknowledge that the transmission or publication of data via the Service is subject to the likelihood of human and machine errors, omissions, delays, and losses (including but not limited to viruses or inadvertent loss of data or damage to media) that may give rise to loss or damage. ClearView Social will not be liable for any such errors, omissions, delays, or losses, except to the extent caused by its gross negligence or willful misconduct (and subject to all other terms and conditions of this Agreement).
The Service should only be used as a conduit for information, not as primary information storage. As a User, you are responsible for adopting reasonable measures to limit the impact of data loss (such as corruption or virus infection), including (a) keeping on your local computer backup copies of data you transmit via the Service in the event you have to re-transmit the data; (b) verifying the data in documents or other materials before transmitting them via the Service; and (c) verifying that documents and other information you have posted to the Service has been properly posted and have been permissioned to only those persons to whom you wish to grant access. You also understand that other individuals with appropriate access rights may have access to User data you transmit through the Service. You shall also run antivirus software on any computer you use to access the Service and shall ensure that documents and files transmitted through the Service have been scanned for viruses.
User consents to the receipt of email communications from ClearView Social relating to the Service, including, without limitation, alerts from ClearView Social regarding information posted to ClearView Social on which you participate.
14.Limitation on Liability
Except where expressly restricted by law, in no event will ClearView Social be liable to you or any third person for any indirect, consequential, exemplary, incidental, special or punitive damages, including, but not limited to, lost profits arising from your use of the Service, even if ClearView Social, has been advised of the possibility of such damages.
FURTHER, THE AGGREGATE LIABILITY OF CLEARVIEW SOCIAL (INCLUDING ITS CURRENT AND FORMER SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS) AND ANY THIRD PARTY PROVIDER TO YOU IN RELATION TO THIS AGREEMENT WILL NOT IN ANY EVENT EXCEED THE AGGREGATE AMOUNT OF ONE THOUSAND DOLLARS ($1,000.00). THE FOREGOING NOTWITHSTANDING, NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR OTHERWISE LIMIT ANY LIABILITY FOR (A) PERSONAL INJURY OR DEATH CAUSED DIRECTLY BY THE NEGLIGENCE OF CLEARVIEW SOCIAL OR A THIRD PARTY; OR (B) FRAUDULENT MISREPRESENTATION; OR (C) WILLFUL MISCONDUCT. THE FOREGOING LIMITATIONS ARE A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN HEREUNDER.
- 15.Arbitration and Governing Law
- a.Arbitration Agreement. The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof) or the Service shall be binding arbitration administered by the American Arbitration Association. Aside from Arbitration, you agree that under no circumstances will you commence or maintain any action of any kind against ClearView Social.
- b.Notice of Rights. By using the Service in any manner, you agree to the above arbitration agreement. In doing so, you expressly give up your right to any action in Court to asses or defend any claims between you and ClearView Social. Your rights will be determined by a neutral arbitrator, not a judge or jury. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials or other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
- c.Choice of forum.Any proceeding to enforce this arbitration agreement or relating to this arbitration agreement shall be brought in the courts of the State of New York, County of Erie, and User irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding shall be heard and determined only in any such court and agrees not to bring any Proceeding arising out of or relating to this arbitration agreement in any other court.
- d.Choice of Law. This Agreement, and any dispute between you and ClearView Social, shall be governed by the laws of the State of New York.
- 16.Indemnity by You
You agree to indemnify, defend and hold harmless, ClearView Social, its subsidiaries, affiliates, officers, agents, directors, partners, and employees, from any loss, liability, claim, or demand of any kind, including reasonable attorney’s fees, made by any third party due to or arising out of your use of the Service in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above.
17.No Third Party Beneficiaries
You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.
You may not assign, novate or otherwise transfer any rights or obligations under this Agreement without ClearView Social's prior written consent. Any attempted or purported assignment, delegation or other transfer by you without such consent shall be void.
You acknowledge that your breach of any of the provisions of this Agreement may cause immediate and irreparable harm to ClearView Social for which ClearView Social may not have an adequate remedy in money or damages. ClearView Social will therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request and will be entitled to recover from you the costs incurred in seeking such an injunction. ClearView Social's right to obtain injunctive relief will not limit its right to seek or obtain further remedies.
20.Other and Amendments
This Agreement contains the entire agreement between the Parties concerning the use of the Service. Any provision of this Agreement that may be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, but shall not invalidate or render unenforceable such provision in any other jurisdiction.To the extent permitted by law, the Parties hereby waive any provision of law that renders any provision of this Agreement prohibited or unenforceable in any respect.In addition, in the event of any such prohibition or unenforceability, the Parties agree that it is their intention and agreement that any such provision which is held or determined to be prohibited or unenforceable, as written, in any jurisdiction shall nonetheless be in force and binding to the fullest extent permitted by the law of such jurisdiction as though such provision had been written in such a manner and to such an extent as to be enforceable therein under the circumstances.If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. This Agreement is subject to change by ClearView Social at any time.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.