Terms and Conditions of Cleverly
Welcome to Cleverly
These terms and conditions outline the rules and regulations for the use of Cleverly Holdings Inc. dba Cleverly.
Cleverly is located at: 6060 Center Drive, Los Angeles, CA 90045
TERMS OF SERVICE AGREEMENT Last Revised: January 1, 2021
This Agreement sets forth the terms and conditions that apply to your access and use of the Website owned and operated by Cleverly (the “Cleverly Website”) and related services.
“Billable Users” means those types of Users (defined below) for which we charge you fees as set forth on the pricing sheet provided.
"Billing Period" means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to the Service for a one (1) year Initial Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
"Order Form" or "Order" means the Cleverly-approved form or online subscription process by which you agree to subscribe to the Service. Most Orders are completed through our website processed using Stripe and Billflow.
“Pricing Sheet” means the information sheet provided by the Cleverly representative during the sales process. Or any pricing sheets that are shared with the individual.
"Subscription Fee" means the amount you pay for the Service.
"Subscription Term" means the Initial Subscription Term and all Renewal Subscription Terms.
Accepting the Terms
By using the Software information, tools, features and functionality located on the Cleverly Website (together the “Service” or “Services”), you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Cleverly Website) or you are a "User" (which means that you have signed up with Cleverly). The term “you” or "User" refers to a Visitor or a User. If you wish to become a User and make use of the Service, you must read this Agreement and indicate your acceptance during the Sign up process.
You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with Cleverly. If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. Before you continue, you should print or save a local copy of this Agreement for your records.
Description of the Service
Subject to the terms and conditions of this Agreement, Cleverly grants to you, during the term of this Agreement, the non-transferable, non-sublicensable, nonexclusive, revocable right to use the Service and the Cleverly Website for the sole purpose of research, generate reports, and for personal use and not for purposes of resale to public, dissemination to third parties or for any other purpose. All use of the Services not permitted in these Terms of Service are strictly prohibited. Nothing in this Agreement grants or transfers to you any ownership rights in the Service, including the software and other intellectual property rights related to the Service.
The Service is a web-based application that allows Users to engage, nurture, manage prospects and customers on the Cleverly Website. You may access the Services by paying for one or more licenses to a Cleverly product. The license determines the precise product and service plan you have purchased.
We modify the Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the Service that materially reduce the functionality of the Service provided to you during the Subscription Term. We might provide some or all elements of the Service through third party service providers.
In order to use our Services you must link a third party email account to your Cleverly account. With your permission (which you are granting by using the Service), we will create and update versions of your address book and emails for you to access in Cleverly. You will also have the option to import and update versions of your calendar, social media contacts, and you can later choose to upload files to or provide comments through Cleverly (together, "Your Data").
You retain full ownership of Your Data. We do not claim any ownership over any of Your Data.
You are solely responsible for your conduct, the content of Your Data and your communications with others while using the Services. For example, it's your responsibility to ensure that you have all rights and permissions needed to comply with these Terms and to avoid infringement or violation of any rights of others.
You acknowledge that Cleverly has no obligation to monitor any information on the Services and that we are not responsible for the accuracy, completeness, appropriateness, safety or legality of Your Data or any other information or content you may be able to access using the Services.
Sharing Your Data, Third Party Products and Your Privacy
A Third Party Product is any third party product, application, service, software, network, system, directory, website, database and/or information obtained separately by you which links to the Services, or which you may connect to or enable in conjunction with the Services, including, without limitation, Third Party Products which may be integrated directly into the Services by you or at your direction. If you or your Authorized Users (which shall be defined as any employee, contractor, or agent of yours who is authorized to use the Cleverly Services and who has access to the Cleverly Services via a unique username and password under your account) choose to share Your Data in any manner, including through a Third Party Product or integration you are solely responsible for what that third party may do with Your Data, and your relationship with that third party . Likewise, you are solely responsible for any of the effects a Third Party Product may have on Your Data, including deleting or corrupting Your Data. You acknowledge that Cleverly is not responsible for the disclosure of Your Data by you or your agents (including your Authorized Users) to any third parties or the effects of any Third Party Product on Your Data.
The limits that apply to you will be specified in the Pricing Sheet provided through email or on our website. You will be charged fees associated with all Billable Users. If we make modifications to the limits set forth on the Pricing Sheet that would negatively impact you, these modifications will not apply to you until the start of your next Renewal Subscription Term. On renewal, the current product usage limits on our updated Pricing Sheet or will apply to your subscription, unless you and we otherwise agree.
The limit of prospects messaged per month provided in the pricing sheet is not a monthly guarantee and cannot be used against Cleverly for refunds or subscription term adjustments. Based on the pricing sheet and the pricing plan you sign up for, you are allotted that specific amount of prospects to be messaged per month and you have the option in your client dashboard (Allotted Invites tab) to use the entire amount allotted or a lesser amount depending on your preference or situation.
Fees and Payments
Unless otherwise indicated on an Order Form or Statement of Work (SOW), all fees will be due and payable upon commencement of the Services (“Service Fees”). If you fail to pay Service Fees within five (5) business days of notice to you that payment is due or delinquent, or if you do not update payment information upon request, we may suspend or terminate access to the Services by you or your Authorized Users without notice. In the event your access to Services is suspended or terminated, you remain liable for all outstanding Service Fees, including the full charge for the remainder of your subscription term.
You will pay all applicable sales, use, service, value-added, consumption or other taxes associated with the Services you purchase. Cleverly will pay all taxes on its income and all taxes and insurance associated with its personnel. Payments made by credit card or debit card may be billed and processed by an agent on behalf of Cleverly. Such agent shall act solely as a billing and processing agent for and on behalf of Cleverly and shall not be construed to be providing the Service. If you mandate the use of any specific payment portal or other processing agent which charges a fee to Cleverly of any kind, you shall be invoiced the cost of such fee and obligated to pay it.
After the Initial Subscription Term, the Service Fees are subject to change and may be changed upon notice to you at least sixty (60) days prior to the start of any Renewal Subscription Term (as defined below).
1. Subscription Fees. The Subscription Fee will remain fixed during the "Subscription Term" means the Initial Subscription Term and all Renewal Subscription Terms unless you (i) exceed Billable Users or other applicable limits (see the “Limits” section above), (ii) upgrade products or packages, or (iii) subscribe to additional features or products. Where a price change applies to you, we will charge or invoice you under the new price structure, starting with the next Billing Period in the Subscription Term. You may downgrade your subscription only after your initial Subscription Term but this will require a 10-day downgrade notice sent by email to firstname.lastname@example.org or your Cleverly account manager. You should purchase the appropriate tier of Service for your anticipated needs.
2. Fee Adjustments in Next Billing Period. If you exceed your Billable Users in a Billing Period, then your Subscription Fee will increase at the beginning of the next Billing Period up to tier price (as set forth on our Pricing Sheet) which corresponds with the Billable Users from the prior Billing Period. Any increase in Subscription Fee in the current Billing Period will also be charged to your next Billing Period. This process will continue for each Billing Period during the Subscription Term.
3. Payment by credit card is standard. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. If newly starting services with Cleverly, services will not be activated until initial payment has been made.
4. Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.
5. Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Service. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
Subscription Term and Renewal
1. Initial Subscription Term. The initial subscription term shall begin on the day we provide you with your campaign deliverables and expires 90 days from that date. Your campaign deliverables only include the initial prospect targeting list and the initial sales messages both created by the Cleverly team. The campaign deliverables will be emailed to you after your onboarding call is complete ("Initial Subscription Term"). If your setup fee was waived due to a promotion and decide to cancel before your initial subscription term is complete or we are unable to collect payment, you will now be liable for paying the setup fee that was initially waived.
2. Renewal Subscription Term. Unless one of us gives the other written notice by email of intention to not renew the subscription ("Notice of Non-renewal"), this Agreement will automatically keep renewing every 30 days ("Renewal Subscription Term") from the day your initial subscription term expires. The Renewal Subscription Term will be on the current terms and conditions of this Agreement, and subject to the pricing provided in the initial agreement. See the ‘Limits’ section above for the applicability of product usage limits on renewal. Notice of Non-renewal must be successfully sent no fewer than ten (10) days before the end of the Subscription Term in order to officially end your subscription and no longer be billed from Cleverly. The user must send Notice of Non-renewal by email to email@example.com or your Cleverly account manager.
3. End of Subscription Term. The Subscription Term will end on the expiration date if the subscriber has submitted a cancellation request in the above mentioned time frame. Once the expiration date hits you will no longer have access to your campaign data and client dashboard as all data will be deleted from our internal database.
4. Less Than 30 Day Pause Subscription Term. If you pause your campaign for less than 30 days, your subscription term will still be still active and will not be adjusted to make up for the days your campaign was paused. When you choose to pause your campaign you will be required to provide a restart campaign date. If you cannot provide a restart campaign date, that will not be considered a notice of non-renewal, so you must successfully send an email to firstname.lastname@example.org or your Cleverly account manager no fewer than thirty (10) days before the end of the Subscription Term in order to officially end your subscription and no longer be billed from Cleverly.
5. Greater Than 30 Day Pause Subscription Term. If you pause your campaign for more than 30 days, that will be considered a notice of non-renewal and must be successfully sent through email to email@example.com or your Cleverly account manager no fewer than thirty (10) days before the end of the Subscription Term in order to officially end your subscription and no longer be billed from Cleverly. Please note in order to pause your account for more than 30 days but still retain your campaign data please read the Retain Cleverly Campaign Data Term.
6. Retain Cleverly Campaign Data Term. If you would like to pause but still retain your campaign data and client dashboard, you will be obligated to continue paying your Subscription Fees at the price of $99.00 per month until you provide your notice of non-renewal. This notice of non-renewal must be successfully sent by email to firstname.lastname@example.org or your Cleverly account manager no fewer than thirty (10) days before the end of the Subscription Term in order to officially end your subscription and no longer be billed from Cleverly.
7. Swapping LinkedIn Account Term. If you would like to swap out the LinkedIn account you're using for your Cleverly campaign there is a one-time non-refundable fee of $100.00 charged on the day the account swap takes place. Please note that all campaign data from the previous account will be lost and the new account will start from scratch as well as the Subscription Term will stay as is with no adjustments.
Third Party Sites & Content
The Service may permit you to see or link to other websites or resources on the Internet, and other websites or resources may contain links to the Cleverly Website. Cleverly makes no representations whatsoever about any other website that you may access through the Cleverly Website.
These other websites are not under Cleverly's control, and you acknowledge that Cleverly is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Cleverly or any association with its operators or that Cleverly accepts any responsibility for the content, or the use, of the linked website.
You acknowledge that it is your responsibility to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, trojan horses, and other items of a destructive nature. You further acknowledge and agree that Cleverly shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
Your Profile Information & Confidentiality
You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your email address, allows you to access the Service. That email address and password, together with any or other user information you provide form your “Profile Information.”
By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate.
If you become aware of any unauthorized use of your Profile Information, you agree to notify Cleverly immediately at the email address - email@example.com.
You understand that Cleverly has disclosed or may disclose business, technical or financial information relating to its business (hereinafter referred to as “Proprietary Information” of Cleverly). Proprietary Information of Cleverly includes non-public information regarding features, functionality and performance of the Service. You agree: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Cleverly agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that you can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from Cleverly, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of Cleverly or (e) is required to be disclosed by law.
Cleverly shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, and (c) all intellectual property rights related to any of the foregoing.
Your Use of the Service Comprises a Single License Only
Your right to access and use the Cleverly Website and the Service is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your password to any third party. You are only entitled to access and use the Cleverly Website for lawful purposes.
You agree to provide true, accurate, current and complete information about yourself, and you may not misrepresent your Profile Information. In order for the Service to function effectively, you must also keep your Profile Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service to you will be affected.
Your access and use of the Cleverly Website may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Cleverly Website or other actions that Cleverly, in its sole discretion, may elect to take. We monitor and maintain 99.9% uptime or better and notify you at the earliest possible time when there is system-wide service disruptions and provide you with an estimated time to recover.
Cleverly’s Intellectual Property Rights
The Service and the contents of the Cleverly Website, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under the United States and international copyright, trademark and other laws. The contents of the Cleverly Website belong or are licensed to Cleverly or its software or content suppliers. You may download or print a copy of the information provided on or by the Cleverly Website for your personal and internal use only. Any distribution, reprint or electronic reproduction of any content from the Cleverly Website in whole or in part for any other purpose is expressly prohibited without our prior written consent.
Any rights not expressly granted by the Terms or Conditions of this Agreement or any applicable end user license agreements are reserved by Cleverly.
You represent and warrant that you will comply with all laws and regulations applicable to your use of the Services.
You agree that you will not:
1. Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Service the Cleverly Website or any portion of the Service the Cleverly Website, without Cleverly’s express written consent, which may be withheld in Cleverly’s sole discretion;
2. Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Cleverly Website, other than the search engines and search agents available through the Service and other than generally available third-party web browsers (such as Google Chrome);
3. Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Cleverly Website or the Service; or
4. Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Cleverly Website or the Service.
5. Attempt to circumvent or hack any security requirement or process in the use of the Service or the Cleverly Website, or attempt to access any part of the Service or the Cleverly Website (or any of their related systems, networks, servers or other equipment) for which the User is not authorized to access, or attempt to disrupt in any manner the operation of the Service or the Cleverly Website, its servers or networks, or disobey any requirements, procedures, policies or regulations of our networks connected to the Cleverly Website, or manipulate identifiers in order to disguise the origin of any content transmitted on or through the Cleverly Website or the Service, or the source of any content.
6. License, sublicense, rent or lease the Service to third parties, use the Software for third party training, commercial time-sharing or service bureau use, or otherwise make the Service available to third parties or otherwise commercially exploit the Service.
1. You are responsible for your conduct, Content, and communications with others while using the Services. You must comply with the following requirements when using the Services:
2. You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes.
3. You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Cleverly will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Cleverly.
4. You may not use the Services to infringe the intellectual property rights of others, for any purpose that is unlawful or prohibited by these terms and conditions, or to commit an unlawful activity.
5. Unless authorized by Cleverly in writing, you may not resell or lease the Services.
6. If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless Cleverly has agreed with you otherwise. For example, you are responsible for submitting to compliance and receive compliance approval for any messaging to be used, or profile changes to be made prior to implementation. You may not use the Services in a way that would subject Cleverly to those industry-specific regulations without obtaining Cleverly’s prior written agreement. For example, you may not use the Services to collect, protect, or otherwise handle “protected health information” (as defined in 45 C.F.R. §160.103 under United States federal regulations) without entering into a separate business associate agreement with Cleverly that permits you to do so.
7. Cleverly integrates with third party platform providers which maintain their own terms of service that you are responsible for following. Users are responsible for being aware of and accountable for following applicable third party terms of service and that such terms of service are subject to change without Cleverly’s knowledge. Cleverly may extend to you integrations, partnerships, or formal approvals with platforms. As a user of Cleverly you consent to accepting responsibility for abiding by other platforms’ applicable terms.
8. Cleverly may provide tools through the Service that enable you to interact with and export information to third party services, including through features that allow you to link your account on Cleverly with an account on the third party service. You are solely responsible for maintaining your accounts on such third party services in good standing and complying with any applicable third party terms of service and laws. By using one of these tools, you authorize Cleverly to act as your agent and to take actions on your behalf on or through the third party services and you agree that Cleverly may transfer information to or from the applicable third party services on your behalf and execute commands on or through such services at your direction.
Disclaimer of Representations and Warranties
THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE CLEVERLY WEBSITE OR PROVIDED THROUGH THE SERVICE OR THE CLEVERLY WEBSITE ARE PROVIDED TO YOU ON AN “AS-IS”, WITH ALL FAULTS, AND “AS AVAILABLE” BASIS. CLEVERLY MAKES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE CONTENT OR OPERATION OF THE CLEVERLY WEBSITE, THE CLEVERLY WEBSITE OR OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.
CLEVERLY MAKES NO REPRESENTATIONS, CONDITIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE CLEVERLY WEBSITE OR OF THE SERVICE, OR WHICH IS DERIVED FROM OR BY THE USE OF THE CLEVERLY WEBSITE OR THE SERVICE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE CONTENT AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION. YOU ARE ENTIRELY RESPONSIBLE FOR AND ASSUME ALL RISK FOR USE OF THE CLEVERLY WEBSITE OR THE SERVICES. CLEVERLY DOES NOT WARRANT OR REPRESENT THAT ITS SECURITY PROCEDURES WILL PREVENT THE LOSS OR IMPROPER ACCESS TO YOUR DATA. CLEVERLY IS NOT RESPONSIBLE FOR TRANSMISSION ERRORS OR CORRUPTION OR SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATION LINES.
CLEVERLY IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY CLEVERLY.
CLEVERLY, ITS AFFILIATES AND ITS SPONSORS ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE CLEVERLY WEBSITE, CLEVERLY WEBSITE-RELATED SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE CLEVERLY WEBSITE, AND/OR ANY HYPERLINKED WEBSITE. UNLESS OTHERWISE STATED HEREIN, YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE CLEVERLY WEBSITE, CLEVERLY WEBSITE-RELATED SERVICES, AND/OR HYPERLINKED WEBSITES IS TO STOP USING THE CLEVERLY WEBSITE AND/OR THOSE SERVICES.
Although Cleverly attempts to ensure the integrity and accurateness of the Cleverly Website, it makes no guarantees whatsoever as to the correctness or accuracy of the Cleverly Website. It is possible that the Cleverly Website could include inaccuracies or errors, and that unauthorized additions, deletions and alterations could be made to the Cleverly Website by third parties. In the event that an inaccuracy arises, please inform Cleverly, so that it can be corrected.
THE SERVICE AND THE CLEVERLY WEBSITE IS PROVIDED FOR EVALUATION AND TESTING PURPOSES ONLY, AND OWING TO ITS EXPERIMENTAL NATURE, YOU ARE ADVISED NOT TO RELY ON THE FEATURES OR PERFORMANCE OF THE SERVICE AND THE CLEVERLY WEBSITE FOR ANY REASON. YOU AGREE TO USE THE SERVICE AND THE CLEVERLY WEBSITE WITH ALL DUE CAUTION, AND TO TAKE EVERY PRECAUTION TO ENSURE THE INTEGRITY OF YOUR DATA, HARDWARE, SOFTWARE.
CLEVERLY IS NOT A LINKEDIN PRODUCT. CLEVERLY SERVICES, SOFTWARE AND TOOLS ARE NOT ENDORSED BY LINKEDIN AND ARE NOT AFFILIATES WITH LINKEDIN.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CLEVERLY OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES HEREIN.
Limitations on Cleverly’s Liability
CLEVERLY SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFIT, DATA, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR USE OR ACCESS TO THE CLEVERLY WEBSITE, THE SERVICE OR THIS AGREEMENT, EVEN IF CLEVERLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CLEVERLY’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED, IN AGGREGATE FOR ANY AND ALL CLAIMS ARISING OUT OF, OR RELATED TO THIS AGREEMENT, TO THE LESSER OF ONE HUNDRED DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SERVICE IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
YOU HEREBY WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR HAVE A TRIAL BY JURY FOR ANY MATTER, DISPUTE, PROCEEDING OR ACTION ARISING OUT OF, OR RELATED TO, THIS AGREEMENT.
Your Indemnification of Cleverly
You shall defend, indemnify and hold harmless Cleverly and its officers, directors, agents, owners, shareholders and employees, from and against all claims, actions, proceedings, fees, costs, damages and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Agreement by you or to any use by you of the Service or the Cleverly Website.
Cleverly may modify this Agreement from time to time. You will be notified of any and all changes to this Agreement through a prominent notice on the Cleverly Website site or an email notice. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.
Governing Law and Forum for Disputes
If there is any dispute between you and Cleverly about or involving the Cleverly Website or the Service, by using the Cleverly Website or the Service, you agree that the dispute shall be governed by and construed in accordance with the laws of California, United States, and the federal laws of United States applicable therein without regard to its conflict of law provisions. You hereby agree to submit to the exclusive jurisdiction of the courts of the province of California in respect to any claim, proceeding or action relating to or otherwise arising out of or related to this Agreement, the Cleverly Website, or its Service howsoever arising, provided always that Cleverly may seek and obtain injunctive relief in any jurisdiction in relation to this Agreement.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
You agree that if Cleverly does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Cleverly has the benefit of under any applicable law), this will not be taken to be a formal waiver of Cleverly’s rights and that those rights or remedies will still be available to Cleverly.
All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.
Notwithstanding any term to the contrary contained in this Agreement, the provisions which by their nature ought reasonably to survive shall survive any actual or purported termination or expiry of this Agreement, and continue in full force and effect, including without limitation all sections herein.
This Agreement represents the entire understanding and agreement between you and Cleverly regarding the subject matter of the same, and supersedes and replaces all other previous agreements, including, without limitation all previously posted agreements.
End of Terms of Service