WEBSITE TERMS OF SERVICE
Last Revised on 10/9/22
Welcome to the Terms of Service (these “Terms”) for the website, clerq.io (the “Website”), operated on behalf of CLERQ INC. (“Company”, “we” or “us”). The Website and any content, tools, features and functionality offered on or through our Website are collectively referred to as the “Services”.
These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.
For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.
SECTION 1. WHO MAY USE THE SERVICES
You must be 13 years of age or older and reside in the United States or any of its territories to use the Services. Minors under the age of majority in their jurisdiction but that are at least 13 years of age are only permitted to use the Services if the minor’s parent or guardian accepts these Terms on the minor’s behalf prior to use of the Services. Children under the age of 13 are not permitted to use the Services. In addition, you may not use or access the Services if you are a Prohibited Person. A “Prohibited Person” is any person or entity that is a) listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals (“SDN List”) or the U.S. Department of Commerce Denied Person’s List or Entity List, b) located or organized in any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting”(currently, the Crimea region of Ukraine, Cuba, Iran, North Korea, and Syria),or c) owned or controlled by such persons or entities listed in (a)-(b). By using the Services, you represent and warrant that you meet the forgoing requirements.
SECTION 3. RIGHTS WE GRANT YOU
3.1 Right to Use Services
Subject to your compliance with these Terms, the Company hereby grants you, a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to use the software provided to you as part of the Services. The license has the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms and subject to the use restrictions described below.
3.2 Restrictions On Your Use of the Services
You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:
- download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms;
- duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
- use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
- use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;
- exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
- access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same;
- attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, or the computer systems or networks connected to the Services;
- circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
- use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
- introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
- violate any applicable law or regulation in connection with your access to or use of the Services; or
- access or use the Services in anyway not expressly permitted by these Terms.
SECTION 4. OWNERSHIP AND CONTENT
4.1 Ownership of the Services
The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content, including, without limitation, the exclusive right to create derivative works.
4.2 Ownership of Trademarks
The Company’s name, trademarks, the Company’s logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
4.3 Ownership of Feedback
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
SECTION 5. THIRD PARTY SERVICES AND MATERIALS
Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you. If you have any complaints in connection with any Third Party Materials or third-party website, please contact such third party directly, or contact your state Attorney General or the Federal Trade Commission at www.ftc.gov.
SECTION 6. DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION
Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors(the “Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; c) the operation or compatibility with any other application or any particular system or device; and d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein. THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
6.2 Limitations of Liability
TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR OFFERINGS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
SECTION 7. ADDITIONAL PROVISIONS
7.1 Updating These Terms
We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.
7.2 Termination of License
If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.
7.3 Injunctive Relief
You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
7.4 California Residents
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them inwriting at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of New York, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in New York.
7.6 How to Contact Us
You may contact us regarding the Services or these Terms by e-mail at email@example.com.
END USER TERMS OF SERVICE
Last Revised on 3/1/2023
Clerq Inc. (“we,” “us,” or “our”) provides a payment processing platform (the “Platform”) that facilitates payments between you (“you” or “your”) and the merchants, brands, and sellers that you love (collectively, “Merchants”).
SECTION 1. ACCESS; SECURITY
- We reserve the right to limit or refuse any and all current or future access to the Platform (or any portion thereof) for violations (or suspected violations) of these Terms, which may include, without limitation, temporarily freezing or permanently terminating your access to the Platform. In addition to the foregoing, we reserve the right to take any action that we deem necessary to ensure the security of the Platform, including, without limitation, removing any of the information you store with us (including information you store to facilitate any repeated transactions, e.g., the bank account information you have on file) or requesting additional information to authorize transactions through the Platform.
- We have implemented technical and organizational measures designed to secure your personal information from accidental destruction, loss, alteration and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.
SECTION 2. PLATFORM; MERCHANT SERVICES
2.1 License Grant for Use of the Platform
Subject to your compliance with these Terms and all applicable international, federal, state, and local laws, rules, and regulations, we grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Platform solely for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or any other use.
2.2 Merchant Services
- You acknowledge that the Platform functions solely to facilitate payments between you and Merchants. All products and services you purchase will be delivered, fulfilled, performed, or provided by such Merchants, including, without limitation, product inquiries, requests for payment reimbursement, and customer support. ALL GOODS AND/OR SERVICES PROVIDED BY ANY MERCHANT THROUGH THE PLATFORM ARE OFFERED ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY FROM US. WE EXPRESSLY DISCLAIM ANY LIABILITY ARISING OUT OF OR RELATING TO YOUR PURCHASE OF ANY GOODS AND/OR SERVICES OFFERED BY ANY MERCHANT THROUGH THE PLATFORM.
- Merchants may operate certain rebate, loyalty, or rewards programs (the “Merchant Programs”). THE MERCHANT PROGRAMS ARE OPERATED AND ADMINISTERED SOLELY BY MERCHANT AND ARE PROVIDED TO YOU ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY FROM US. Participation or enrollment in any Merchant Program is at your sole risk. You are solely responsible for complying with any additional terms with respect to such Merchant Programs. Service or customer support for any Merchant Programs should be obtained directly through the Merchant.
- We do not warrant, endorse, guarantee, or assume responsibility or liability for any product or service advertised or offered by any Merchant. We do not have control of, or liability for, goods or services purchased through the Platform. We do not offer any payment protection and do not provide reimbursement in connection with your merchant transactions. Similarly, your bank is not required by law to provide you with protection against items that you pay for with a bank transfer but that you do not receive or that are significantly not as described. You should contact your bank to determine if they voluntarily provide any purchase protection. You should carefully review each Merchant’s return policies before purchasing.
- We reserve the right to approve, reject, hold, or cancel any transaction you make on the Platform for any reason in our sole discretion, including, without limitation, if your bank account has insufficient funds, we determine there is fraudulent or otherwise potentially high-risk or illegal activity associated with your account, technical limitations, failures, or delays by third parties, including, without limitation, your bank or our Third Party Partners (as defined below).
SECTION 3. LINKING A PAYMENT METHOD
3.2 Automatic Payments
You can agree with a Merchant to use the Platform as the payment method for future purchases with that Merchant. This agreement is between you and the Merchant and allows you to pay the Merchant on a one-time, recurring, or sporadic basis. You may modify or cancel any recurring automatic payment three business days before the date of the next scheduled payment through the Platform or by contacting us at firstname.lastname@example.org. Once your automatic payment is canceled, all future automatic payments under your agreement with that Merchant will be stopped. If you cancel an automatic payment, you may still owe the Merchant money for the purchase or have additional obligations to the Merchant for any goods or services that you receive but have not paid for. For more information regarding automatic and recurring payments, please review the recurring payment authorization provided to you at the time you initiate the transaction.
3.3 Refund Payments
If a Merchant initiates a refund to you, you authorize us to disburse the amount of the refund by initiating a one-time credit entry to the bank account that you initially used to make your purchase.
3.4 Third Party Partners
We may use certain third party payment partners, payment networks, and/or data aggregators to further improve the Platform and to facilitate your transactions on the Platform (collectively, “Third Party Partners”). You acknowledge and agree that these Third Party Partners are not under our control. By using the Platform you agree to comply with any additional legal obligations that may be imposed by such Third Party Partners. We are not responsible or liable for, and we make no representation, warranty, or covenant concerning, any information, service, or content provided by such Third Party Partners. Our Third Party Partners may include, without limitation, MX’s whose terms and conditions are available here: https://www.mx.com/minimum-terms-and-conditions/.
SECTION 4. RESTRICTIONS ON USE
You may not, nor may you permit any third party, directly or indirectly, to:
- perform or attempt to perform any actions that would interfere with the proper working of the Platform, prevent access to or use of the Platform by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure;
- copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell, or distribute in any way the Platform or any material or information available thereon;
- use and benefit from the Platform via a rental, lease, timesharing, service bureau, or other arrangement;
transfer any rights granted to you under these Terms;
- export the Platform, which may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII);
- engage in any activity that may be in violation of regulations administered by the United States Department of the Treasury’s Office of Foreign Asset Control (31 C.F.R. Parts 500-599). Prohibited activity includes but is not limited to the provision of Platform to or for the benefit of a jurisdiction, entity, or individual blocked or prohibited by relevant sanctions authorities, including but not limited to activities in Iran, Cuba, North Korea, Syria, or the Crimean Region of the Ukraine. If found to be in apparent violation of these restrictions, your Account could be terminated and your funds could be held for an indefinite period of time;
- access or monitor any material or information on the Platform using any manual process or robot, spider, scraper, or other automated means;
- except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on the Platform, work around, bypass, or circumvent any of the technical limitations of the Platform, use any tool to enable features or functionalities that are otherwise disabled in the Platform, or decompile, disassemble, or otherwise reverse engineer the Platform;
- use the Platform for any illegal activity or goods or in any way that exposes us, our other customers, our partners, or you to harm; or
- otherwise use the Platform except as expressly allowed under these Terms.
SECTION 5. MODIFICATIONS
We reserve the right to modify the Platforms and the policies governing the use thereof at any time, including, without limitation, these Terms. We will post any modifications on our website https://www.clerq.io/, modal, or other user interaction in which you view these Terms and the “Last Updated” date will be appropriately updated. You understand and agree that if you use the Platform after the date on which the Terms have been updated, we will treat your use as acceptance of the updated Terms. We may make changes to the Platform and the services, material, or information available thereon at any time without prior notice to you.
SECTION 6. EFFECT OF TERMINATION
If these Terms or your Account is terminated or suspended for any reason: a) the license and any other rights granted under these Terms will end, b) you agree to immediately terminate and cease use of the Platform, c) we may (but have no obligation to) delete your information and Account data stored on our servers, and d) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Platform, or for deletion of your information or Account data. In addition, we make no guarantee that any transaction pending or in process at the time of termination or suspension of your Account will be successfully completed.
SECTION 7. YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant to us that: a) you are at least eighteen (18) years of age; b) you are eligible to register and use the Platform and have the right, power, and ability to enter into and perform under these Terms; c) any information you provide in connection with the Platform, including information provided in the creation of your Account, is accurate, complete, and truthful; d) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you; e) you will not use the Platform, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Platform; and f) your use of the Platform will comply with these Terms.
SECTION 8. TEXT MESSAGE SERVICE
If you provide your phone number in connection with your use of the Platform, you consent to receive text messages. The following terms apply to text messages we send you in connection with your use of the Platform:
- You may cancel or opt-out of your receipt of text messages at any time. Just reply “STOP” to the short code. After you send the “STOP” message to us, we will send you a reply message to confirm that you have canceled receipt of text messages. After this, you will no longer receive text messages from us. If you want to receive text messages from us again, you may re-enroll.
- If you are experiencing issues with our text message service you can reply with the keyword "HELP" for more assistance, or you can get help directly at email@example.com.
- We are not liable for any delayed or undelivered messages.
- Message and data rates may apply for any messages sent to you by us and vice versa. The number and frequency of messages you receive from us may vary. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.
- WE ARE NOT RESPONSIBLE FOR THE TIMELINESS, ACCURACY, OR COMPLETENESS OF ANY INFORMATION DELIVERED TO YOU VIA TEXT MESSAGE.
SECTION 9. NO WARRANTIES
THE PLATFORM AND ANY MATERIAL OR INFORMATION AVAILABLE THEREON ARE PROVIDED TO YOU ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF THE PLATFORM OR ANY MATERIAL OR INFORMATION AVAILABLE THEREON. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING YOUR PAYMENT INFORMATION, THE INFORMATION OF THE PAYEE, AND ANY OTHER INFORMATION OBTAINED FROM OR DISPLAYED ON THE PLATFORM BEFORE RELYING ON IT. USE OF THE PLATFORM IS AT YOUR SOLE RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE PLATFORM OR ANY MATERIAL OR INFORMATION AVAILABLE THEREON WILL BE UNINTERRUPTED, COMPLETELY SECURE, VIRUS-FREE, OR ERROR-FREE. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE PLATFORM SHALL BE TO DISCONTINUE USE OF SAME.
SECTION 10. PROPRIETARY RIGHTS
We reserve all rights not expressly granted to you in these Terms. The Platform is protected by copyright, trademark, patent, and other laws of the United States and other countries. We own all rights, title, and interest, in and to the Platform and all copies of same. All trademarks, service marks, and logos that are used or displayed on the Platform are owned by us or our licensors (which may include Merchants) (collectively, “Marks”). These Terms do not grant you any rights to the Marks.
SECTION 11. VIOLATION OF POLICIES; DISCLOSURE OF INFORMATION
SECTION 12. INDEMNITY
You agree to indemnify, defend, and hold harmless us and our processors (and our respective employees, directors, agents, affiliates, and representatives) from and against claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or in connection with any claim, action, audit, investigation, inquiry, or other proceeding instituted by any person or entity that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (ii) your violation any third party rights, including, without limitation, any right of privacy, publicity rights, or intellectual property rights; (iii) your wrongful or improper use of the Platform; (iv) your negligence, fraud, or willful misconduct; (v) your Account, including, without limitation, any other party’s access or use of the Platform through your Account; (vi) your violation of any law or regulation; and/or (vii) any transaction, purchase, good, or service wherein we provide (or provided) you with payment processing services in accordance with the policies governing or applicable to the Platform, including, without limitation, these Terms. We reserve the right, at your expense, to assume the exclusive defense and control of any matter which you are required to indemnify against, and you agree to cooperate in our defense of such matter. This indemnification will survive any termination of these Terms.
SECTION 13. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE PLATFORM. IN ALL CASES, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PLATFORM OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES WILL BE LIMITED TO $100.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The limitation of liability set out herein will survive any termination of these Terms.
SECTION 14. RIGHT TO MONITOR
SECTION 15. CHOICE OF LAW; VENUE
By using the Platform, regardless of where you live or are located in the world, you consent to these Terms. Any claims relating to the information, services, or products made available through the Platform will be governed by the laws of the State of Delaware, U.S.A., excluding the application of its conflicts of law rules. You agree that venue for all actions, relating in any manner to these Terms, will be in a federal or state court of competent jurisdiction located in New York, New York.
SECTION 16. WAVIER OF JURY TRIAL
YOU HEREBY KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY WAIVE ALL OF YOUR RIGHTS TO A TRIAL BY JURY IN ANY PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY CONDITIONS OR PROVISIONS CONTAINED IN THESE TERMS.
SECTION 17. CONTACT US
If you have any questions about the Platform or the services, material, or information available thereon, you can contact us at firstname.lastname@example.org.
SECTION 18. MISCELLANEOUS
18.1 Relationship Between You and Us
There is no fiduciary relationship between you and us. These Terms do not create a relationship of principal and agent, partnership, joint venture, or employer and employee, between you and us. You may not enter into any contract on our behalf or bind us in any way.
18.2 Time Limit on Claims Against Us
You agree that any claim you may have arising out of or related to your use of the Platform or your relationship with us must be filed within one (1) year after such claim arose; otherwise, your claim is permanently barred.
We may assign these Terms or any part of them without restriction or condition. You may not assign or otherwise transfer these Term or your rights under these Terms without our prior written consent and any assignment by you in violation of this prohibition will be null and void.
18.4 Severability; Waiver
If any provision of these Terms is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in these Terms, and the remaining portions will continue in full force and effect. Our failure to enforce the strict performance of any provision of these Terms will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of these Terms.
18.5 Our Remedies
You agree that any violation or threatened violation, by you of these Terms constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.
18.6 Notice; Electronic Communications
- By using the Platform, you consent to receive communications from us electronically. We may communicate with you using the phone number or e-mail address we have on file for you (if any) or by posting notices on our website https://www.clerq.io. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
- You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms.
ACH PAYMENT AUTHORIZATION
In addition to the terms on the payment page, you understand and agree that the following govern your payments.
By clicking “Pay now,” you hereby affirm that your account information is correct and that have received/retained a completed copy of this authorization and consent to its terms and conditions. You acknowledge that any charges to your account must comply with the provisions of U.S. law.
Timing of Payment
You understand that because these are electronic transactions, these funds may be withdrawn from your account as soon as the date on which you execute this Authorization. If a payment date falls on a weekend or holiday, the payment may not be processed until the next business day.
How are returned/dishonored payments handled?
If your payment is returned or dishonored by your bank, you may be subject to additional fees. Additionally, in the case of the payment being returned or dishonored, you understand that merchant may, at its discretion, re-run ACH returned payments. Merchant may attempt to re-run the returned payment as many times as permitted by law or ACH network rules. You may be charged a return fee if the payment is refused by your financial institution for any reason, for example, providing incorrect information to merchant, or any other reason.
If Contact Information is not available elsewhere, we will need to collect:
- Customer Name
- Telephone Number