Terms of Service

Last updated June 2022

Thanks for signing up to use our software service (the “Service”) made available to you on www.clickvoyant.com or through any other website owned, operated, or controlled by us or our affiliates and subsidiaries (collectively, the “Site”). Please read these terms and conditions (the “Terms of Service”) carefully. By using the Service or signing up for an Account (as defined below), you are agreeing to these Terms of Service, which means you will be in a legal agreement with Clickvoyant, Inc. and its affiliates or subsidiaries (“we”, “us”, “our”, and similar expressions).

 

Account and Eligibility

  1. Account. To access and use the Service, you must register for an account with us through the registration process on our Site or through our authorized support personnel (an “Account”) by providing your full legal name, the name of the company on whose behalf you are creating an Account (if applicable), current address, phone number, a valid email address, and any other information we require. We may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
  2. Age requirements. If you are an individual, you must be the older of 18 years or the age of majority in the jurisdiction where you reside and from which you use the Service to open an Account.
  3. Subject to applicable laws. You may not sign up for, or have any access to, an Account if doing so would violate any applicable laws or regulations of the United States or the laws and regulations of any jurisdiction applicable to you.
  4. Your representations about your Account. By signing up for an Account, you represent and warrant that you meet the conditions for having an Account with us and acknowledge that we are relying on this representation and warranty. If you sign up for an Account on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms of Service on its behalf.
  5. Communications to you. You acknowledge that we will use the email address you provide when you open an Account or as updated by you from time to time as the primary method for communication with you and you consent to receiving messages from us regarding your Account and use of the Service. 
  6. Account security. You are responsible for keeping your Account secure. We cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account, including any password you use to access the Account or any account through which you access your Account.
  7. User materials. You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted, or exhibited on or in connection with your Account and use of the Service (including all materials and data you provide to us through your Google Analytics account or similar account that you have access to or control) (“User Materials”). We may, but have no obligation to, monitor or remove User Materials and suspend or terminate Accounts if we determine in our sole discretion that the User Materials violate these Terms of Service or any other terms and conditions applicable to your Account and the Service. We do not pre-screen User Materials and it is in our sole discretion to refuse or remove any User Materials from the Service at any time. We do not claim any intellectual property rights over User Materials. All User Materials you upload remain yours. You can remove your User Materials at any time by deleting your Account. By uploading User Materials, you agree to allow us to store them on our systems and use them in connection with the Service and use them for the other purposes described in our Privacy Policy, and that we can, at any time, review and delete all the User Materials submitted to the Service, although we are not obligated to do so. You are responsible for compliance of the User Materials with any applicable laws or regulations and these Terms of Service. You represent and warrant to us that you own or otherwise have lawful access to, and all rights and permissions required in connection with, the User Materials and their use with or by the Service.
  8. Inactivity and deletion of User Materials. If your Account is inactive for 12 or more months, we may terminate the Account. Once your Account is terminated, whether by you or us, you acknowledge and agree that we may permanently delete your Account and all the data associated with it, including your User Materials.
  9. Account ownership disputes. In the event of a dispute regarding Account ownership, we have the right to request documentation to determine the Account ownership. Documentation may include things such as a scanned copy of your business license, government issued photo identification, or the last four digits of the credit card associated with your Account. We have the right to determine, in our sole judgment, who the rightful Account owner is and transfer an Account to that person. If we are unable to reasonably determine the rightful owner of an Account, without prejudice to our other rights and remedies, we have the right to temporarily disable an Account until you and the other party in the dispute have resolved the question of who is the rightful owner of the Account.
  10. Technical support. Technical support regarding the Service is only provided to Account holders and their authorized representatives through the support tools and contact methods provided through the Service and on the Site.
 

Access to the Service is subject to these Terms of Service and other Terms and Conditions

  1. Additional terms applicable to you. You must read, agree with, and accept all of the terms and conditions contained or referenced in these Terms of Service including, our Privacy Policy, and any of our other applicable terms, conditions, or policies before you sign up for an Account or use our Service (collectively, the “Additional Terms”).
  2. Right to access. Subject to your compliance with your obligations under these Terms of Service and the payment of fees owed under these Terms of Service, we grant you and your Authorized Users (as defined below) a non-exclusive, non-transferable (except as permitted under these Terms of Service) right to access and use the Service and a non-exclusive, non-sublicensable, non-transferable license to use the documentation we provide with the Service for your internal business purposes until your access is cancelled by you or terminated by us in accordance with these Terms of Service.
  3. Authorized Users. Authorized Users” are the individuals, such as your employees, consultants, or contractors, using the Service on your behalf for your business purposes. Subject to these Terms of Service, you have the right to permit up to the number of Authorized Users allowed according to the Service plan you select when you sign up or place an order for the Service through the Site. You may increase the number of Authorized Users, in accordance with our then-current process and subject to any limitations applicable to the Service plan you have selected regarding the Service as posted on our Site from time to time, provided that you pay any applicable fees for the additional Authorized Users. To access the Service, Authorized Users must accept our terms of use applicable to Authorized Users as provided on the Service or separately to your Authorized Users, which may be updated by us from time to time. As between us and you, any acts or omissions of an Authorized User in connection with that Authorized User’s use of the Service is deemed to be an act or omission by you. You are solely responsible for promptly notifying us in writing or through the mechanisms made available in the Service or by contacting our authorized support personnel if an Authorized User is no longer using the Service. Upon receiving notice that an Authorized User no longer is using the Service, we will promptly remove such Authorized User’s access to the Service. 
  4. New features subject to Terms of Service. Any new features or tools which are added to the current Service shall be also subject to these Terms of Service.
  5. Amendments to Terms of Service and Additional Terms. You can review the current version of the Terms of Service at any time at the Site. You acknowledge and agree that we may amend these Terms of Service at any time by posting an updated version on the Site. All such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Service after the amended Terms of Service are posted to the Site means you have agreed to the changes. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.
  6. Breaches. A breach or violation of any term in the Terms of Service or the Additional Terms, as determined in our sole discretion, may result in an immediate termination of your access to the Service and your Account.
  7. Questions. Questions about the Terms of Service should be sent to support@clickvoyant.com.
 

Availability of the Service

  1. General availability. We reserve the right to modify or terminate the Service for any reason, without notice at any time. Not all Service features are available in every jurisdiction and we are under no obligation to make any Service or features available in any jurisdiction. We reserve the right to refuse service to anyone for any reason at any time. We make no promise of exclusivity in any market segment.
  2. Availability not guaranteed. The Service, any third-party services connected with or made available through the Service, or other services or products offered through the Service may be unavailable from time to time or may be offered on a limited basis. We strive to keep the Service available for use; however, all online services suffer occasional disruptions and outages, and we are not liable for any disruption or loss you may suffer as a result. In the event of an outage, you may not be able to retrieve your User Materials that you have stored on the Service. We recommend that you regularly backup your User Materials that you store on the Service or that you have connected with third-party services. We are not liable for any loss of any User Materials resulting from any outage of the Service. 
  3. Functionality of Service. We agree that the Service will operate in substantial conformity with the features and functionality described for the Service plan you have selected as described on our Site. However, if the Service experiences a failure to operate in substantial conformity with the features and functionality stated on our Site (a “Nonconformity”), we will correct such failure in a prompt and timely manner according to the nature and effect of such failure after notification from you. Such correction shall be repairing the Service or re-performing (or performing, if not yet performed) the relevant function of the Service, such that the corrected function of the Service complies with this subsection. If the failure is not so corrected, then you may: (i) extend the time for us to correct the failure (if correction is commercially practical); (ii) receive an appropriate, agreed-upon reduction in, or refund of, the fees you have paid for the Service or the impacted function of the Service; or (iii) terminate your use of the Service. This subsection states our sole obligation and your sole and exclusive remedy for any Nonconformities. 
  4. Future Functionality. You acknowledge and agree that your purchase of access to the Service is not contingent on the delivery of any future functionality or feature, or dependent on any oral or written public comments made by us regarding future functionality or features. 
 

Updates to the Service; Beta Services

  1. Updates. We may make, at no additional fee, updates and changes to the Service (including maintenance releases, bug fixes, corrections, and minor modifications) that we make generally available to our other customers (“Updates”); provided that if we make any Updates that materially decrease the core functionality of the Service and which impact your access to the Service you may cancel your access to the Service and receive a prorated refund of any fees you have paid in advance for the Service. 
  2. New Features. We may periodically launch new or significantly different add-ons, enhancements, features, functionalities, options, or services that are outside the scope of what was included in the Service plan you selected when you purchased access to the Service (“New Features”). New Features may have additional fees attached to them and to have access to the New Features, you may need to pay such fees. New Features will not be considered Updates. You are under no obligation to use New Features.
  3. Beta Services. From time to time, we may make services or functionalities within the Service which are designated as beta, preview, evaluation, or another similar description (“Beta Services”) available to you. We will inform you at the time we offer the Beta Services if there will a cost involved, what feedback we may ask from you on the Beta Services, what we may offer you in exchange for using the Beta Services and your feedback on them, and whether an Account is needed to use the Beta Services, all of which will be subject to agreement between you and us. If you choose to use Beta Services, you acknowledge and agree that those Beta Services are intended and made available for evaluation purposes only, are not for production use, are not necessarily supported, are provided on an “as is” basis excluding any express or implied representations or warranties or any kind, and such Beta Services may be subject to additional terms. You acknowledge and agree that: (i) Beta Services are not considered the “Service” under these Terms of Service; (ii) all restrictions, our reservation of rights, all limitations on liability, disclaimers of warranties, and your obligations concerning the Service, shall apply to your use of Beta Services, (iii) your right to use Beta Services will expire on the date that a version of the Beta Services becomes generally available to our customers, provided that in the event that the Beta Services are rolled out and become available as a Service, additional terms, conditions, and fees may apply, all as provided for in the Service plan options we describe on our Site from time to time, as applicable, and (iv) we may use data from your use of Beta Services to develop and improve the Service or to create other products and services. We may discontinue Beta Services in our sole discretion and may never make them generally available. We disclaim any liability for any harm or damage arising out of or in connection with a Beta Service and our indemnities in these Terms of Service shall not apply to your use of Beta Services.
 

Professional Services

  1. Statement of Work. “Professional Services” means our provision of professional services related to the Service, such as account set up, consulting, training, configuration, software development, and other professional services. Professional Services we provide to you will be subject to the terms and conditions set out in an applicable statement of work for such Professional Services.
  2. Your commitments. For us to perform the Professional Services, you will: make yourself reasonably available at such times as we may reasonably request; allocate sufficient resources, perform any tasks, and deliver any materials, including User Materials, reasonably necessary to enable us to perform the Professional Services; respond to our inquiries related to the Professional Services; and provide complete, accurate, and timely information, data, and feedback all as reasonably required by us. If you do not comply with your obligations in this subsection in a timely manner, delays may result, and we may charge you additional fees for the Professional Services as stated in the statement of work for such services.
  3. Our commitments. We will use commercially reasonable efforts to provide the Professional Services according to the schedule set forth in the applicable statement of work or otherwise communicated to you in writing. Notwithstanding the foregoing, we may, in our sole reasonable discretion, alter the schedule for the Professional Services by giving reasonable notice to you, provided that we will use commercially reasonable efforts to minimize further delays.
  4. Changes. You may, from time to time, request changes to the scope of the Professional Services (a “Change”). If we are able to accommodate your requested Change, we will provide an amended or new statement of work that includes, among other things, the additional fees, if any, and other terms that will apply to the Change, and which will be deemed to amend and modify the original statement of work for the Professional Services subject to the Change. If you do not sign the documentation we ask for the Change, the original statement of work will continue in full force and effect, unamended.
  5. Subcontractors. We may, in our sole discretion, use one or more subcontractors to fulfill our responsibilities in delivering Professional Services, provided that we will be fully responsible to you for the Professional Services, whether performed by our own personnel or by a subcontractor.
 

Service Tiers and Payments

  1. Applicability. Not all parts of our Service require a payment for access. However, if a part of or the whole of our Service requires payment for access, we will tell you before you may access that part of the Service. If you purchase a Service, then these payment terms apply to your purchase and you agree to them.
  2. Charges. If there is a charge associated with a portion of the Service, which charge we will describe to you in the Service plan description on our Site or at the time of your purchase of access to the Service, you agree to pay that charge in the currency specified. The price stated for the Service excludes all applicable taxes and currency exchange settlements, unless stated otherwise. You are solely responsible for paying such taxes or other charges. Taxes are calculated based on your location at the time your Account was registered unless local law requires a different basis for the calculation. We may suspend or cancel the Service if we do not receive an on time, full payment from you. Suspension or cancellation of the Service for non-payment could result in a loss of access to and use of your Account and its content. Connecting to the Internet via a corporate or other private network that masks your location may cause charges to be different from those displayed for your actual location. Depending on your location, some transactions might require foreign currency conversion or be processed in another country. Your bank might charge you additional fees for those services when you use a debit or credit card. Please contact your bank for details.
  3. Billing. If you have a paid plan or otherwise have an outstanding balance with us, you will provide us with valid debit or credit card information and authorize us to deduct your charges against that card. By providing us with a payment method, you (i) represent that you are authorized to use the payment method you provided and that any payment information you provide is true and accurate; (ii) authorize us to charge you for the Service or available content using your payment method; and (iii) authorize us to charge you for any paid feature of the Service you choose to sign up for or use while these Terms of Service are in force. We may bill you (a) in advance; (b) at the time of purchase; or (c) shortly after purchase; or (d) on a recurring basis for a subscription to the Service. We may charge you up to the amount you have approved, and we will notify you in advance of any change in the amount to be charged for recurring subscription access to the Service. We may bill you at the same time for more than one of your prior billing periods for amounts that have not previously been processed. You will replace the information for any card that expires with information for a valid one. If your card is automatically replaced with a new card by a payment processor, you acknowledge and agree that we are authorized to deduct any charges on your Account against the new card. If we are unable to process your card order, we will try to contact you by email and suspend your Account until your payment can be processed. In some scenarios we may agree to other payments methods with you, including payment by cheque.
  4. Recurring Payments. When you purchase access to the Service on a subscription basis (e.g., monthly), you agree that you are authorizing recurring payments, and payments will be made to us by the method and at the recurring intervals you have agreed to, until the subscription for that Service is terminated by you or by us. You must cancel your access to the Service before the next billing date to stop being charged for your access to the Service. We will provide you with instructions on how you may cancel your access to the Service. By authorizing recurring payments, you are authorizing us to process such payments as either electronic debits or fund transfers, or as electronic drafts from your designated account, or as charges to your designated account (for credit card or similar payments) (collectively, “Electronic Payments“). Subscription fees are generally charged in advance of the applicable subscription period. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, we or our service providers reserve the right to collect any applicable return item, rejection, or insufficient funds fee, and process any such payment as an Electronic Payment.
  5. Online Statement and Errors. We will provide you with an online or emailed billing statement. If we make an error on your bill, you must tell us within 90-days after the error first appears on your bill. We will then promptly investigate the charge. If you do not tell us within that time, you release us from all liability and claims of loss resulting from the error and we will not be required to correct the error or provide a refund, unless otherwise required by law. If we identify a billing error, we will correct that error within 90-days. This policy does not affect any statutory rights that may apply.
  6. Free Trial Services.If we make the Service available to you on a free trial basis (“Trial Services”) and you have registered for such Trial Services, we will make the Trial Services available to you until: (a) the end of the then-current Trial Services period offered by us, unless otherwise extended by us in our discretion, (b) the start date of any paid Services you sign up for, or (c) the date on which we elect, in our sole discretion, to terminate your access to the Trial Services (“Trial Services Term”). You acknowledge and agree that: (i) the features and functionality of the Service may be limited during the Trial Services Term, and (ii) if you exceed any applicable eligibility requirements for Trial Services, you may be required to pay fees for such excess usage as a condition to retaining your eligibility to receive Trial Services. Additional trial terms and conditions may appear on the registration web page for the Trial Services. Any such additional terms and conditions are incorporated into these Terms of Service by reference, are legally binding, and will govern in the event of a conflict with these Terms of Service. We reserve the right to cancel Trial Services at any time.
  7. Cancelling access to the Service. You may cancel access to the Service at any time, with or without cause. Cancelling paid access to the Service stops future charges to continue access to the Service. You should refer back to the offer describing your access to the Service as (i) you may not receive a refund at the time of cancellation; (ii) you may be obligated to pay cancellation charges; (iii) you may be obligated to pay all charges made to your billing account for access to the Service before the date of cancellation; and (iv) you may lose access to and use of your Account when you cancel your access to the Service. If you cancel, your access to the Service ends at the end of your current Service period or, if we bill your account on a periodic basis, at the end of the period in which you canceled.
  8. Refunds.If we terminate your Account without cause, and your Account is a paid account, we will refund a prorated portion of your fees. We will not refund or reimburse you for any fees you have paid to access the Service if your Account is suspended or terminated for cause, like a breach or any violation of the Terms of Service or the Additional Terms.
  9. Fee Changes.We may change our fees at any time by posting new pricing to our Site, in the Service, or in your Account, or by sending you a notification by email. If you do not agree to the price change, you must cancel and stop using the Service before the price change takes effect. If there is a fixed term and price for your Service offer, that price will remain in force for the fixed term.
 

General Rules and Abuse

  1. You may not use the Service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction, the laws applicable to you in your customer’s jurisdiction, or the federal and state laws of the United States generally. You will comply with all applicable laws, rules, and regulations in your use of the Service.
  2. You may not use the Service to promote or incite harm toward others or in a way that promotes hateful, discriminatory, or harassing content. We do not support or tolerate any group or organization whose views or actions are contrary to the Federal Civil Rights Act and other human rights laws and values. As such, we do not allow any individual, group, or organization to use our Service that, in our opinion, promotes or is known to promote hatred or violence, including due to race, color, ethnicity, origin, religion, gender, sexual orientation, or any other social determinant that we consider inconsistent with our Service or our company values, whether or not the individual’s, group’s, or organization’s activities are technically legal. Unless laws applicable to our Services would prevent us from denying our Services to a person, group, or organization, we may cancel access to the Service or the Account of any such individual, group, or organization without advance notice and without compensation or liability for doing so.
  3. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service without our express written permission.
  4. You agree you will not, and will not permit or authorize any third party, without our express written permission to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Service or the Site; (ii) rent, lease, sell, resell, or sublicense access to our Site or Service; (iii) circumvent or disable any security or technological features or measures of our Site or Service; or (iv) otherwise exploit any portion of the Site or Service.
  5. We may suspend or terminate your Account if, in our sole opinion, you are using the Service in a way that, directly or indirectly, violates this section, applicable laws, or that is contrary to our legitimate business and reputational interests.
 

Copyright, Trademark, and other Intellectual Property Matters

  1. Ownership of the Service. Unless we expressly say otherwise, the Service, all improvements, derivatives, and modifications to the Service, all text, pictures, graphics, music, sound files, bar codes, video, data, information, software, files, hyperlinks, displays, patents, and other content and materials used in or associated with the Service and the selection and arrangement of them (collectively “Content”) and all intellectual property rights to the foregoing are our property or that of our licensors. 
  2. Ownership of Reports. The reports and insights (“Reports”) generated by the Service from your input and Customer Data are owned by you. We do not claim any intellectual property rights over Reports. You are responsible for your own internal or external use, sale, or sharing of Reports and ensuring their content and use comply with any applicable laws or regulations.
  3. Ownership of Marks and Third-Party Marks. Our trademarks (whether registered or unregistered), trade names, service marks, graphics, and logos (collectively, the “Marks”) used in connection with the Service are our property. Other trademarks, trade names, service marks, graphics, and logos used in connection with the Service are the property of their respective owners (collectively “Third-Party Marks”). The Marks and Third-Party Marks may not be copied, imitated, or used, in whole or in part, without the prior written permission of us or the applicable owner.
  4. Rights reserved. The Service, Content, Marks, and Third-Party Marks are protected by United States (including federal and state) and international copyright, trademark, patent, and trade secret laws and other proprietary rights, and may have security components that protect digital information contained within them to be used only as authorized by us or the owners of them. All rights not expressly granted by these Terms of Service are reserved.
  5. License to us. You grant us, together with our affiliates, a royalty-free, non-exclusive, worldwide, license during the term that these Terms of Service and your access to the Service are active to use and display such of your graphics, service marks, logos and trademarks approved by you on the Service as required to provide the Service and for the purpose of performing our obligations under these Terms of Service.
  6. Promoting the Service. We have the non-exclusive right and license to use the names, trademarks, service marks, and logos associated with your Account and use of the Service to promote the Service.
 

Data

  1. Customer Data. To use the Service, we require access to and permissions to certain sources of data that we inform you of from time to time (“Customer Data”), such as your Google Analytics account, data about your customers, and data about you and your use of the Service. You agree to provide us with access to such Customer Data and acknowledge and agree that your use of the Service and Beta Services is conditional upon us having reasonable access to the Customer Data.
  2. Use of Customer Data. We, our affiliates, agents, subprocessors, and subcontractors shall treat Customer Data as Confidential Information (as defined below) and shall only process Customer Data for the following purposes: (i) in accordance with these Terms of Service and our Privacy Policy and as is necessary to provide the Service or Professional Services; (ii) as initiated by Authorized Users in their use of the Service; and (iii) to comply with other documented reasonable instructions provided by you (e.g., via email) where such instructions are consistent with the terms of these Terms of Service. You grant us a non-exclusive, worldwide, royalty-free right to use, host, copy, store, transmit, modify, and display the Customer Data (i) for the purposes stated in this section, (ii) to perform our obligations and exercise our rights under these Terms of Service, and (iii) for purposes of research and developing, creating, and improving the functionality of the Service. You acknowledge and agree that we may transmit data to subprocessors to facilitate the delivery of Service, and that those subprocessors shall be made subject by contract to terms and conditions for the protection of Customer Data similar to those that shall apply to us. You agree that, where required, you will obtain consent where required by law for Customer Data to be transferred to and be processed by us and our subprocessors. You acknowledge that we are relying on you having proper and lawful access to, and permission to share access to, the Customer Data and represent and warrant to us that you have all rights and permissions necessary to grant us access to any Customer Data under applicable law, including privacy laws. Should we determine that any Customer Data (i) is in breach of these Terms of Service, (ii) violates applicable law, including privacy laws, or (iii) the access to or use of which in connection with these Terms of Service would reasonably be expected to constitute grounds for our exposure to civil or criminal liability, then we have the right, but not the obligation, to remove (or request that you remove) such Customer Data from the Service. As between you and us, you own all rights, title, and interest in and to the Customer Data, including all intellectual property rights therein. 
  3. Aggregate Data. We, our affiliates, subcontractors, agents, and third-party service providers are expressly permitted to anonymize and aggregate Customer Data and other information relating to your use of the Service and Beta Services so that individuals and you are no longer identified, identifiable or otherwise ascertainable by us by reference to or with the combination of other datasets (“Aggregate Data”), to (i) provide, improve, and enhance the Service, (ii) for development, diagnostic, and corrective purposes, (iii) to develop and distribute benchmarking and other relevant metrics for our customers to better understand trends related to their industry, and (iv) for any other lawful business purpose. If Aggregate Data is provided to you, you agree that you bear all liability for, and will indemnify us and our  affiliates, subcontractors, agents, and third-party service providers against any actions related to your usage thereof, including your actual or attempted reversal of anonymization or aggregation processes for purposes of re-associating the data with specific individuals by reference to or with the combination of other datasets in any manner whatsoever. As between you and us, we own and retain all right, title and interest in and to Aggregate Data, including all intellectual property rights therein.
  4. Prohibited Data. Unless otherwise contracted for in a written agreement between you and us or requested by us through the Service, you will not request or upload and shall ensure that no Authorized Users upload into the Service or otherwise submit or make accessible to us any financial account identifiers (e.g., credit card numbers or bank account numbers), government issued identifiers (e.g., social insurance numbers), health records or any information pertaining to an individual’s health, or other types of sensitive or special category data that is subject to specific or elevated data protection requirements under applicable laws “Prohibited Data”. You shall conspicuously notify Authorized Users of this obligation and shall notify us immediately if you become aware that Prohibited Data has been uploaded to the Service. Additionally, should you breach your obligations under this section, then we shall have the right, at our sole discretion, to delete any Prohibited Data. In addition, we will not be responsible for any Prohibited Data we receive and we disclaim any liability and damages arising from the receipt of the Prohibited Data, including, but not limited to, liability and damages for any failure to provide protections set forth in laws applicable to such Prohibited Data or to otherwise protect the Prohibited Data. 
  5. Use of Personal Data. You shall comply with all privacy laws regarding the use of any information related to an identified or identifiable natural person where such data is Customer Data, including information defined as “personal information”, “personal data”, or a similar term under privacy laws (“Personal Data”) in connection with your use of the Service. We shall, in providing the Service, comply with our privacy and security policies (including our Privacy Policy) relating to the privacy and security of the Customer Data, as such policies may be amended, supplemented, or replaced from time to time by us in our sole discretion, and all applicable privacy laws.
  6. Correction to Customer Data. In the event of any loss of integrity or the corruption to Customer Data during the transmission of data, your sole and exclusive remedy shall be for us to restore the Customer Data from the latest back-up of such Customer Data maintained by us in accordance with our then-current archiving procedures, if any. 
 

Feedback

  1. User Submissions. It is our policy not to accept or consider content, information, ideas, suggestions, or other materials other than those we have specifically requested and to which certain specific terms, conditions, and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing on our own. If, despite our policy, you choose to send us content, information, ideas, suggestions, or other materials, you agree that you give us a royalty-free, irrevocable, transferable right, and license to use all reviews, comments, feedback, suggestions, ideas, and other submissions disclosed, submitted, or offered to us in connection with your use of the Service (collectively, “User Submissions”) in however manner we desire and for whatever purpose, including without limitation, to copy, modify, delete, adapt, publish, translate, create derivative works from, sell, profit from, or distribute such User Submissions or incorporate such User Submissions into any form, medium, or technology (including the Service) throughout the world.
  2. No compensation owed. We are and under no obligation to compensate you in any way for User Submissions, to maintain any User Submissions in confidence, or to respond to any User Submissions. You agree that any User Submissions submitted by you to us will not violate the right of any third-party, including without limitation, copyright, trademark, privacy, or other personal or proprietary rights, and will not cause injury to any person or entity. You further agree that no User Submissions submitted by you to us will be or contain libelous or otherwise unlawful, threatening, abusive, or obscene material, or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam”.
 

Mutual Confidentiality

  1. Confidential Information” includes, but is not be limited to, all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Our Confidential Information includes all information that you receive relating to us, or to the Service, that is not known to the general public including information related to our security program and practices.
  2. Exclusions. Notwithstanding and without prejudice to the generality of the definition of Confidential Information, Confidential Information does not include any information which (i) was publicly available prior to the recipient receiving such information or afterward becomes publicly available (other than as a result of a breach of these Terms of Service); (ii) is obtained from any source other than the disclosing party, provided that such source is not, to the recipient’s knowledge, prohibited from disclosing such information by a legal, contractual, or fiduciary obligation to the disclosing party and did not, to the recipient’s knowledge, obtain the information from an entity or person prohibited from disclosing such information by a legal, contractual, or fiduciary obligation to the disclosing party; (iii) was already in the recipient’s possession prior to disclosure by the disclosing party without being in breach of any legal, contractual, or fiduciary obligation; or (iv) any information that is independently acquired or developed by the recipient without violating any of its obligations under these Terms of Service.
  3. Use of Confidential Information. Each of you and us agrees to use the other’s Confidential Information solely as necessary to provide or use the Service or to perform obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service. Each of you and us agrees to take all reasonable steps, at least substantially equivalent to the steps each of you and us take to protect our own proprietary information, to prevent the duplication, disclosure, or use of Confidential Information, other than by or to employees, directors, officers, members, managers, partners, stockholders, affiliates, agents, representatives, consultants, outside advisers, and anyone else engaged in connection with the Service (collectively, “Representatives”) that need to know the Confidential Information in connection with the Service and to perform obligations under these Terms of Service, or as otherwise permitted by these Terms of Service. Representatives must keep Confidential Information confidential and be subject to obligations of confidentiality that are at least as stringent as those contained in these Terms of Service. Each of you and us are jointly and severally responsible for any breach of these confidentiality terms by our respective Representatives.
  4. Required disclosure. Confidential Information may be disclosed as required by any law, regulation, or order of any court having jurisdiction regarding these Terms of Service, provided that, if legally permitted, prompt written notice must be given to the other party and commercially reasonable efforts used to ensure that such disclosure is accorded confidential treatment and limited to the extent permissible.
 

Limitation of Liability, Indemnity, and other Disclaimers


THIS SECTION CONTAINS IMPORTANT LIMITATIONS ON OUR LIABILITY AND YOUR RIGHTS. PLEASE READ IT CAREFULLY BEFORE USING THE SERVICE.

  1. LIMITATION ON LIABILITY. To the maximum extent permitted by law, you acknowledge and agree that (i) you assume full responsibility for any loss that results from your use of the Service, (ii) we and, as applicable, our parent company, subsidiaries, affiliates, partners, members, officers, directors, agents, employees, licensors, contractors, and suppliers (collectively, “Indemnitees”) will not be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they are based on negligence or we have been advised of the possibility of those damages, and (iii) in any calendar month, our total liability to you arising under or in connection with the Service, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be no more than what you paid us for the Service in the preceding month. For the avoidance of doubt, in no instance will we or our Indemnitees be liable for any losses or damages you suffer if you use the Service in violation of these Terms of Service, regardless of whether we terminate or suspend your Account due to such violation.
  2. NO WARRANTIES. To the maximum extent permitted by law, we provide the Service “as is”. This means that, except as expressly stated in these Terms of Service, we do not provide warranties, conditions, or undertakings of any kind in relation to the Service, either express or implied. This includes warranties of merchantability and fitness for a particular purpose, which are, to the fullest extent permitted by law, excluded from the Terms of Service. Since those who use our Service do so for a variety of reasons, we cannot and do not guarantee that it will meet your specific needs.
  3. Projections. Our Service may contain forward looking estimates, projections, and other predictions regarding future economic performance, savings, events, and trends. While the Service may use historical data to inform algorithms and other processes used to create predictions about future results, we make no assurances that the predictions will be accurate. Although we believe that the future results predicted by our Service are based upon reasonable assumptions, expectations, algorithms, and processes, you are cautioned to not place undue reliance on such predictions because they involve assumptions, known and unknown risks, uncertainties and other factors outside of our control that may cause the actual results, performance, or achievements underlying the predictions to differ materially from the anticipated results expressed or implied by the Service.
  4. Your indemnity obligations. Indemnity is an agreement to compensate someone for a loss. You agree to indemnify and hold us and our Indemnitees harmless from any losses, including legal fees and expenses, that directly or indirectly result from any claims you make that are not allowed under these Terms of Service due to a “Limitation of Liability” or other provision. You also agree to indemnify and hold us and our Indemnitees harmless from any losses, including legal fees and expenses, that directly or indirectly result from (i) your content (including User Materials), (ii) your use of the Service or Professional Services, (iii) your violation of any laws or regulations, (iv) third-party claims that you or someone using your password did something that, if true, would violate any of these Terms of Service, (v) any misrepresentations made by you, (vi) a breach of any representations or warranties you have made to us, or (vii) your use of Customer Data, Prohibited Data, or Personal Data in connection with the Service or Professional Services.
  5. Injunctive relief. Your violation of these Terms of Service may cause irreparable harm to us and our Indemnitees. Therefore, we have the right to seek injunctive relief or other equitable relief if you violate these Terms of Service (meaning we may request a court order to stop you).
  6. Responding to compelled disclosure. If we must provide information in response to a demand for discovery, subpoena, court order, or other legal, governmental, or regulatory inquiry related to your Account, then we may charge you for our costs. These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.
  7. No responsibility for third-party services. We are not responsible for the behavior of any third parties, third-party services, linked websites, or other users of the Service.
  8. Events beyond our control (force majeure). We are not liable for any delays or failure in performance of any part of the Service from any cause beyond our control. This includes acts of god, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, unexplained events, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.
 

General Terms

  1. Governing law. These Terms of Service are governed by the laws of California and the federal laws of the United States applicable therein, without resort to conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. You irrevocably consent to the exclusive jurisdiction of the courts in California for purposes of any legal action arising out of or related to these Terms of Service.
  2. Export Controls. You will not use or access our Service or Professional Services if you are located in any jurisdiction in which the provision of our Service or Professional Services is prohibited under United States or other laws (a “Prohibited Jurisdiction”) and you will not provide access to our Service or Professional Services to any government, entity, or individual located in any Prohibited Jurisdiction. You confirm that: (i) you are not named on any United States government list of persons or entities prohibited from transaction with any United States person; (ii) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (iii) you will not access or use our Service or Professional Services in violation of any Canadian, United States, or other export embargoes, prohibitions or restrictions; and (d) you will comply with all laws regarding the transmission of data exported from the country in which you are located to Canada and the United States.
  3. Interpretation. For purposes of these Terms of Service: (a) the words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to the Terms of Service as a whole; and (d) whenever the singular is used, the same will include the plural, and, whenever the plural is used, the same will include the singular, where appropriate. The definitions given for any defined terms will apply equally to both the singular and plural forms of the terms defined.
  4. Enurement. All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns, and legal representatives. We are permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations, to any third-party without our prior written consent, to be given or withheld in our sole discretion.
  5. Severability. If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal, or unenforceable in any respect, then such invalidity, illegality, or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal, or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.
  6. No waiver. Our failure to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and us and govern your use of the Service and your Account, superseding any prior agreements between you and us (including any prior versions of the Terms of Service).
  7. Headings. The headers and any sidebar text are provided only to make these Terms of Service easier to read and understand. The fact that we wrote these Terms of Service will not affect the way our agreement with you is interpreted.
  8. Notices. Any notice to you will be effective when we send it to the last email or physical address you gave us or when posted on our Site. Any notice to us will be effective when delivered to us at the addresses we post for general communication to us on our Site.
  9. Entire agreement. These Terms of Service and any Additional Terms you have agreed to make up the entire agreement between us in relation to its subject matter and supersede all prior agreements, representations, and understandings. This section shall survive any termination of the Terms of Service. Where there is a conflict between these Terms of Service and the Additional Terms, the Additional Terms will control to the extent of the conflict.
  10. Survival. Even if these Terms of Service are terminated, the following sections will continue to apply: Copyright, Trademark, and other Intellectual Property Matters; Data; Feedback; Confidentiality; Limitation of Liability, Indemnity, and other Disclaimers; any sections regarding compliance with laws, choice of law, or severability; and any other terms which expressly or by their nature ought to survive the termination of the Terms of Service.
 

Contacting Us

If you have any questions or concerns about our Application, Site, or Services or these Terms of Service, you may contact us at:

Clickvoyant, Inc. 2358 University Ave # 857 San Diego, CA 92104 or by email at support@clickvoyant.com.