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.
ClearView Social may immediately suspend your access to the Service or any utility used by you to access or use the Service if your use of the Service or that utility (a) may, in our reasonable opinion, impair the ability of other users to access or use the Service, or (b) is, in our reasonable opinion, in violation of any federal, state, local, or foreign laws, rules, regulations, and ordinances.
Upon termination of this Agreement, you must immediately cease all access to and use of the Service through any means. Upon termination of this Agreement for any reason or upon discontinuance or abandonment of your use of the Service, you must promptly destroy all materials in your possession pertaining to the Service (including all copies thereof and any proprietary software ClearView Social provided to you, but not including any data which is rightfully in your possession). You agree to promptly provide ClearView Social with written certification of your compliance with the terms of this paragraph upon ClearView Social's request.
4. Ownership of ClearView Social Service
ClearView Social is only providing you with the right to access and use the Service. ClearView Social retains sole and exclusive ownership of and all right, title, and interest in and to the Service (including ownership of all trade secrets, trade dress, copyrights, and other intellectual property rights pertaining to the Service, and to all modifications and enhancements of the Service, subject only to the rights and privileges expressly granted to you by ClearView Social through this Agreement. In addition, the Service is presented with a distinctive "look and feel," and this "look and feel" is the proprietary property of ClearView Social. ClearView Social reserves all rights in and to the Service not expressly granted under this Agreement. You must not place any claims, liens, or encumbrances on the Service.
The Service is protected by U.S. copyright, patent and other U.S. and international laws and international treaty provisions. You may not use, copy, modify, or distribute the Service (electronically or otherwise), including the source code for any portion of the Service, or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by ClearView Social hereunder or otherwise in writing.
You may not modify, reverse engineer, disassemble, decompile, translate, create derivative works from, or otherwise alter the Service, except where such action is necessary to develop an independent interoperable program (and in such circumstances such action shall only be permitted on the prior written consent of ClearView Social, such consent not to be unreasonably withheld). You may not transfer, lease, assign, rent, or sublicense the rights granted to you under this Agreement, or make the Service available for the use of other persons through your license to use the Service. You may not use any portion of the Service or any standalone utility provided for use with the Service for any purpose other than its intended purpose.
You must not use the Service to harm others or the Service. For example, you must not use the Service to harm, threaten, or harass another person, organization, or ClearView Social. You must not: damage, disable, overburden, disrupt or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any automated process or service to access or use the Service. In addition, you promise that you will not and will not encourage or assist any third party to:
(a) remove, obscure or alter any proprietary rights notice pertaining to the Service;
(b) use the Service to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) store or transmit inappropriate data: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (iv) store or transmit any data that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;
(c) access or attempt to access ClearView Social's other accounts, computer systems or networks not covered by these Terms, through password mining or any other means;
(d) cause, as determined by ClearView Social’s in its sole discretion, inordinate burden on the Service or ClearView Social's system resources or capacity.
You hereby consent to, and will cooperate with, ClearView Social’s reasonable efforts to determine compliance with this Agreement.
You acknowledge that the Service (including without limitation standalone software utilities and documentation) has been developed by ClearView Social at great expenditure of time, resources, and money and are considered proprietary and confidential by ClearView Social. Therefore, you undertake that except as needed to use the Service, you will not disclose details about the Service to any third party and will exercise the highest reasonable degree of care to safeguard the confidentiality thereof.
ClearView Social is committed to maintaining the confidentiality of Users. ClearView Social will only access and process User date (a) upon the request of the ClearView Social client for whom the Service has been provided; (b) at the direction of a User granted access to that data (e.g., in furtherance of delivery of the Service or performance of related customer support functions); or (c) as otherwise required by applicable law. ClearView Social also may use and disclose statistical data regarding the use of the Service; however, no User, client or particular transaction shall be identified in connection with such statistics.
6. Limited Warranty
You acknowledge that neither ClearView Social nor any other third party partner or agent of ClearView Social involved in the provision of the Service (each such third party, a "Third Party Provider") can ensure that the operation of, performance of, and/or access to the Service will be uninterrupted or error-free. As your exclusive remedy for any material defect in the Service provided hereunder, ClearView Social will attempt through reasonable efforts to correct or cure any such reproducible and documented material defect. ClearView Social will not be obligated to correct, cure, or otherwise remedy any nonconformity or defect in the Service (a) if caused by software or other equipment used by you which has not been provided by ClearView Social; (b) if you have made any changes whatsoever to the Service; (c) if the Service has been misused or damaged in any respect; or (d) if you have not reported to ClearView Social the existence and nature of any such nonconformity or defect promptly upon discovering it.
ClearView Social does not and cannot control the flow of data and content to or from the Service, as such flow depends in large part on the User, the performance of computer hardware and Internet services and software provided or controlled by third parties (including you), on the public Intranet infrastructure, and on other events beyond the reasonable control of ClearView Social. At times, action or inaction of third parties, hardware/software problems with the public Internet infrastructure or with your computing equipment, or other events beyond the reasonable control of ClearView Social can impair or disrupt your connection to the Service. Save as specified in the foregoing paragraph, ClearView Social will not be liable for any such interruptions in your ability to access the Service resulting from or related to such services, software, or events.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS LICENSED TO YOU "AS-IS," AND CLEARVIEW SOCIAL DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED PROMISES, REPRESENTATIONS, AND WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE, INCLUDING BUT NOT LIMITED TO ITS CONDITION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, ITS COMPATIBILITY WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, WARRANTIES OF TITLE, AGAINST INFRINGEMENT, AND ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
7. Content through ClearView Social
a. You acknowledge and agree that ClearView Social shall not be responsible for the content published or disseminated by User or the modification, use or publication of data by you or any other User or third party (other than ClearView Social' agents and subcontractors). ClearView Social shall not be responsible for the accuracy, nature, content or completeness of information obtained by you from or through the Service (including, for example, from any ClearView Social Exchange).
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.
8. Compliance with Laws
You acknowledge and agree that your access to and use of the Service may be subject to applicable foreign, federal, state and/or local laws, ordinances, rules, and regulations, including without limitation, the rules and regulations of foreign, federal, state, and/or local agencies, such as the Federal Communications Commission (each such agency, a "Regulatory Agency"). You agree to comply with all laws, ordinances, rules, regulations, and/or requirements imposed by any government or Regulatory Agency on your use, transmission, and disclosure of any data or information via the Service. You also represent and warrant that any Posts, data, media, or other content you disseminate through the Service does not violate the intellectual property rights or other rights of any third party.
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.
11. Copyright Policy
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.
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