Terms and Conditions

The Terms of Use (“TOU”) sets forth the conditions under which You are permitted to access the ClarionDoor websites (http://www.insuredapp.com; http://www.insuredrating.com; and http://www.clariondoor.com (collectively, the “Company Web Sites”) and to use the software applications and platform made available by ClarionDoor from those web sites (the “Services”). The TOU may be changed or updated by Us from time to time without notice to You. You can review the most current version of the TOU at any time at: http://www.insuredapp.com/terms. In addition, Your use of particular Services may be subject to additional posted guidelines or rules applicable to those Services. All such guidelines or rules are hereby incorporated by reference into the TOU.

THE TOU IS A LEGAL AGREEMENT BETWEEN YOU AND CLARIONDOOR AND GOVERNS YOUR USE OF THE SERVICES. BY CLICKING THE “I ACCEPT” BOX, EXECUTING AN ORDER FORM REFERRING TO THE TOU, OR USING THE SERVICES YOU INDICATE THAT YOU HAVE READ AND AGREE TO THE TOU AND OUR PRIVACY POLICY (“PRIVACY POLICY”), LOCATED AT http://www.insuredapp.com/privacy, AND ANY OTHER RELATED TERMS AND CONDITIONS LOCATED ON THE COMPANY WEB SITES, ALL OF WHICH ARE INCORPORATED HEREIN BY THIS REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE COMPANY WEB SITES OR THE SERVICES. ANY ATTEMPT ACCESS OR USE THE COMPANY WEB SITES OR SERVICES IN VIOLATION OF THE TOU SHALL EXCEED YOUR “AUTHORIZED ACCESS” AS THAT TERM IS DEFINED UNDER 18 U.S.C. 1030.

If you have any questions regarding these terms and conditions, please contact ClarionDoor’s customer service department at [email protected]

Definitions

When used in the TOU the following terms shall have the meanings set forth below:

  1. “Affiliate Network” means the network comprised of third parties with whom We have promotional, services or strategic agreements.
  2. “Company Account” means the account You create during sign-up to access the non-public features of the Company Web Sites. The Company Account is represented by the unique account URL for the Company created when You sign up for the Services and includes the User accounts You create to access the Company Account and use the Services.
  3. “Help Materials” means the content included in the “Help” sections within Services and support the provided from Help Search features, live chat, and any other media or references within the Services.
  4. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
  5. “Order Form” means the document You must complete and submit to Us to purchase the Services. Order Forms may contain additional terms and conditions and are incorporated herein by reference. Order Forms for Services are available at http://www.insuredapp.com/beta-signup.
  6. “Purchased Services” means Services that You purchase using an Order Form.
  7. “Services” means the online, Web-based applications and platform provided by Us via http://www.clariondoor.com, http://www.insuredapp.com, http://www.insuredrating.com, and/or other designated websites as part of the 30-day free trial or as Purchased Services.
  8. “Subscriber” means the entity named in the Order Form on whose behalf Users are authorized to use the Services.
  9. “Subscription” means Your agreement to purchase Services for a specified period as set forth in the Order Form and to abide by the TOU.
  10. “Third-Party Applications” means online, Web-based applications, web services and offline software products that are provided by third parties, interoperate with the Services, and are identified as third-party applications, including those provided by You or Your Affiliates.
  11. “Users” means individuals who are authorized by the Subscriber to use the Services under the Subscription and for whom the Subscriber has issued user identifications and passwords. Users may include, but are not limited to, Subscriber employees, consultants, contractors and agents; or third parties with whom the Subscriber transacts business. The Subscriber may not designate any person or entity that is engaged in a business that competes with Us as a User and may not permit any such person or entity to access or use the Services under the Company Account or Subscription.
  12. “We,” “Us” or “Our” means ClarionDoor, LLC.
  13. “You” or “Your” means, jointly and severally, the individual completing the sign-up process to establish a Company Account and submit an Order Form and the legal entity named in the Company Account and Order Form. You may only complete the sign-up process and Order Form for a legal entity if You are legally authorized to bind that entity to the TOU and the terms set forth in the Company Account and Order Form.
  14. “Your Data” means all electronic data or information submitted in the course of using the Purchased Services, during the sign-up process, or to customize a Company Account.

Services

  1. Description of Services We have developed software solutions that help businesses in the property and casualty industry provide insurance quotes to their customers. These solutions are more fully described at www.insuredapp.com and are available to via the Company Web Sites on a 30-Day free trial and on a paid subscription basis.YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED “AS-IS” AND THAT WE ASSUME NO RESPONSIBILITY FOR, AMONG OTHER THINGS, AVAILABILITY, TIMELINESS, ERRORS, DELETION, FAILURE TO STORE ANY OF YOUR DATA OR COMMUNICATIONS OR PERSONALIZATION SETTINGS. YOU ARE RESPONSIBLE FOR OBTAINING ACCESS TO THE SERVICE, AND THAT ACCESS MAY INVOLVE THIRD-PARTY FEES (SUCH AS INTERNET SERVICE PROVIDER OR AIRTIME CHARGES). IN ADDITION, YOU MUST PROVIDE AND ARE RESPONSIBLE FOR ALL EQUIPMENT NECESSARY TO ACCESS THE SERVICE.WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PART SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
  2. Purchased Services You may purchase a monthly Subscription for Services by completing and submitting an Order Form [http://www.insuredapp.com/beta-signup] to Us and establishing a billing account. We charge a Subscription fee and a use fee for the Services. The use fee is based on the number of Users You sign up to use the Services and the number of times You use the Services during the month. These fees and the fees for our other products and services are set forth in the Order FormWhen You have completed the Order Form You will be asked to confirm that You have read the TOU, the terms listed in the Order Form, and reviewed the Help Materials on the Company Websites to familiarize Yourself with the capabilities of the Services. You will not be able to submit Your Order Form unless You confirm that You have done so.Once Your Order Form is submitted, We will review it and, if approved, We will issue You an activation code for the Service(s) for which You have been approved. This code must be used when You first access the Service(s). You will not be able to access the Service(s) without a valid activation code. An activation code can only be used once and only for a period of 24 hours after it is issued. Once You use Your activation code to start the Service(s), You will be able to access and use the Service(s) for the duration of Your Subscription term, unless Your access or Subscriptions is earlier terminated.You acknowledge that We reserve sole discretion over whether to approve Your Order Form and that Your purchase of the Services is based solely on the terms set forth in the TOU and the Order Form. You agree that Your purchase is not contingent on Our delivery of any future functionality or features for the Services or based on any oral or written comments made by Us regarding future functionality or features or the performance of the Services.WE DO NOT WARRANT THAT THE COMPANY WEB SITES OR SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES.
  3. Changes to the Services We may change the Services or delete or discontinue features or other Content at any time and for any reason (or no reason). We may cancel or suspend your Service at any time. Our cancellation or suspension may be without cause and without notice. Upon Service cancellation, Your right to use the Service ends. Once the Service is cancelled or suspended, any data you have stored on the Service may not be retrieved later. Our cancellation of the Service will not alter your obligation to pay all charges made to your billing account. If we cancel the Service in its entirety without cause, then we will refund to you on a pro-rata basis the amount of payment that you have made corresponding to the portion of your Service remaining at the time of cancellation. You agree that We shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Service.
  4. Support As long as You have an active Subscription, We will provide You with basic support for the Services covered by Your Subscription at no additional charge. Support is available via email at [email protected] as well through our on-line knowledge base (available to subscribed users in the Site).You may also purchase upgraded support or consulting services separately by contact us at [email protected].
  5. Communications from Us You understand and agree that the Services may include certain communications from Us, such as service announcements and administrative messages, and that We may communicate with You from time to time on various matters relating to the Company Web Sites, Services, Your Subscription, and other matters. You understand that You may not be able to opt out of receiving these communications and authorize Us to send such communications to You. You understand that if You withdraw your consent, it may interfere with Our ability to provide the Services and agree that, in such case, We may terminate Your access to the Company Web Sites and the Services and terminate Your subscription.
  6. New Features From time to time, We make new features available under the Services. Whether these new features are included in Your Subscription depends on the terms of Your Subscription. However, any new features that are covered by Your Subscription shall be subject to the TOU.
  7. Monitoring Usage You agree that We may electronically monitor Your access to the Company Web Site and use of the Services to confirm that You are complying with the TOU and to gather information for use in improving Our products and Services. In addition, we may disclose any information we collect to (a) satisfy any law, regulation, or government request; (b) if such disclosure is necessary or appropriate to operate the Company Web Sites or Services; or (c) to protect Our rights or property or that of the members of our Affiliate Network, sponsors or advertisers, service providers, licensors or any other user of the Company Web Sites.
  8. Unauthorized Access We employ commercially reasonable efforts to prevent unauthorized access to or use of the Services and the data You store on Our servers. However, we make no warranties regarding the security of Your data and shall not be liable to You or any other person as the result of unauthorized access to the Services or Your data. For the avoidance of doubt, We shall not be responsible for unauthorized disclosures of Your data arising out of or related to any malicious exploits, including without limitation, viruses, trojan horses, denial of service attack(s), or hacking
  9. Usage Limitations You acknowledge that We may establish general practices and limits concerning use of the Service, such as, for example, the maximum number of days that Your data will be retained by the Service, the maximum size of Your data files, the maximum disk space that will be allotted to You on Our, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time, and/or any other condition of the Service. Any such limitations are specified in the pricing information provided when You complete the Order Form or within the Help Materials.
  10. Third-Party Providers If You install or enable Third-Party Applications for use with Services, You acknowledge that We may allow providers of those Third-Party Applications to access Your data as required for the interoperation of such Third-Party Applications with the Services. We shall not be responsible for the operation of the Third-Party Applications or for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party Application providers.
  11. Third Party Links As a convenience, the Company Web Site may link to other sites that may be of interest to You but are not under Our control. These links do not imply endorsement by Us and we are not responsible for the availability of or the content contained in any linked site.
  12. Our Usage of Third Party Vendors and Hosting Partners You understand that We use third party vendors, including as part of Our Services such as Insured Rating, to provide the hardware, software, networking, storage, and related technology used in the Service. We shall not be responsible for the operation of any such services or products.
  13. Data Storage While You are using the Services, Your data and results from Your use of the Services will be stored on Our Servers. When Your Subscription ends, You will need to make arrangements, at Your sole cost, to remove Your data from Our servers. If You do not do so within 30 days after Your Subscription expires or is terminated, You will not be able to access Your data and You authorize Us to delete it, unless legally prohibited. Notwithstanding the preceding, You agree that We may retain a copy of Your data for our records and use according to the terms of the TOU.

Permitted Use

  1. Access to the Company Web Sites and Services Provided You comply with the TOU, We grant You a limited, revocable right to access and use the Company Web Sites.In addition, provided You comply with the TOU and the terms in the Order Form (including paying Us the Subscription and use fees described in the Order Form), We grant You a limited, revocable right to use the Services for which You have purchased a Subscription.
  2. Sign-Up and Order Forms In order to access and use the Services, You must sign-up and create an account for the business that will be using the Services. During the sign-up process You will be asked to provide information about the business and to confirm that You and the business agree to the TOU and any terms that may apply to a specific Service. You agree that We may use the information You submit during the sign-up process (and when You complete an Order Form) to communicate with You about our Services and products, the products and services of members of Our Affiliate Network, and for other purposes related to Our business and that we may share this information with members of our Affiliate Network.Completing the sign-up process gives You access to the Company Web Sites and qualifies You to try out selected Services on a 30-day free trial basis. In order to access all of the Services or use them beyond the 30-day free trial, You must submit an Order Form and purchase a Subscription.By completing the sign-up process or submitting an Order Form You make certain representations to Us about You and Your business and other matters. You represent that:
    • You are of legal age (at least 18 years old);
    • You are authorized to form a binding contract for the business You list in those forms;
    • You are not a person barred from receiving Services under the laws of the United States or other applicable jurisdiction;
    • All of the information You submit is true, accurate, current and complete; and
    • You will maintain and promptly update the information You submit to keep it true, accurate, current and complete.If You provide any information that is untrue, inaccurate, not current or incomplete, or We have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, We have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).The TOU applies to You, and if You are completing the sign-up or Order From or using the Company Web Site or Services on Your employer’s behalf, to BOTH You and Your employer. If You are doing any of the above as part of Your employment, You warrant that Your employer knows about Your use and has consented to You acting on its behalf.
  3. 30-Day Free Trial We currently make selected Services available on a 30-day free trial basis. To participate in a free trial You must complete the sign-up process and agree to the terms applicable to the Service(s) for which You are seeking the 30-day free trial. These additional terms are incorporated in the TOU and are binding on Your use of the Service(s) covered by the trial and any that You may later purchase via an Order Form.After You submit the completed sign-up form, We will issue You a trial activation code which You can use to start Your 30-day free trial. The activation code is only good for 24 hours after it is issued and only one activation code will be issued to You for a Service. The free trial will run for 30 days after You first enter it to start the trial or until the start date of your Subscription for Purchased Services (whichever is first), unless You earlier meet Your Transaction Limit or We terminate Your trial period as provided below. You will receive a notice from Us reminding You that Your 30-day free trial is expiring at least 5 days prior to the expiration date. If You do not purchase a Subscription for the Service covered by the free trial before the trial period expires, You will be blocked from accessing and using the covered Service(s) when the trial period ends. At that time, all data You have entered into the Service, and any customizations made to the Service by or for You during Your 30-day free trial will be permanently lost.During Your 30-day trial, You will be able to use the full version of the Service(s) covered by the trial. However, You are limited to 3 Users and You may only process non production environment transactions during the trial period (“Transaction Limit”). You may not use the Service(s) during the trial period (or at any other time) to process data for others and Your use of the Service(s) must at all times comply with the TOU.
  4. Permitted Users Subscriptions are issued in the name of the company listed in the Order Form. The Services purchased under a Subscription may only accessed and used by the number of Users specified in the Order Form and only by Users for whom You have created sign-in credentials. Each User will have separate sign-in credentials and Users cannot share sign-in credentials.You agree not to permit any person to access the Services or make use of Your Subscription except for Users for whom you have created sign-in credentials. You are responsible for maintaining the confidentiality of the sign-in information necessary to use Your Subscription and agree that You will not distribute this access information or allow others to use this information to gain access to the Services. You agree to take reasonable steps to prevent others from obtaining your access information and to notify Us of any unauthorized access or need to update or remove access for any of your Users. We cannot and will not be liable for any loss or damage arising from Your failure to follow these obligations.DISCLOSURE TO OR USE OF A SIGN-IN CREDENTIALS BY ANYONE OTHER YOUR AUTHORIZED USERS IS A BREACH OF THE TOU. If your Subscription is shared or otherwise misused, We shall have the right, in Our sole discretion and without notice to you, to terminate Your Subscription, as well as all other Subscriptions that share the name, phone number, e-mail address, internet protocol address, or credit card number with the discontinued account.
  5. Competitive Use You may not access or use any of the Services (including during a 30-day trial period) if You are involved in sales of products that rate insurance policies, or produce technology for the insurance industry, without our expressed written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or other competitive purposes.
  6. Compliance with TOU You are responsible for Users’ compliance with the TOU. If Users do not comply with the TOU then, in addition to any other remedy We may have, We can terminate or suspend your Subscription.
  7. Additional Restrictions You agree that You will not:
    • make Your Subscription or the covered Services available to anyone other than Users;
    • sell, resell, rent or lease the Services,;
    • use the Services to store or transmit infringing, or libelous material, or to transmit material in violation of third-party privacy rights;
    • use the Services to store or transmit malicious code;
    • interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;attempt to gain unauthorized access to the Services or their related systems or networks.
  8. Export Controls You may not use or export the Services or any of the Content in violation of U.S. export laws and regulations.

Terms of Subscriptions

Your Subscription begins on the date You enter Your Subscription activation code to start the Service(s) and will continue on a monthly basis until it expires or is suspended or terminated.

We may terminate your access, or suspend your access to all or part of the Services or the Company Web Sites, with or without prior notice, for any conduct that We, in Our sole discretion, believe is in violation of any the TOU or Privacy Policy, any applicable law, regulation or order, or is harmful to Us or the interests of another user, a member of Our Affiliate Network, sponsor or advertiser, licensor, or service provider.

Ownership

  1. Ownership and Limitations on Use We own the Company Web Sites, the software and platform through which the Services are delivered, and all images, audio, video, data, and related informational materials available from the Company Web Sites, including through or from the use of the Services (collectively referred to as “Content”). The Content is protected by US and international copyright laws, trade dress, moral rights, and other intellectual property rights. No portion or element of the Content may be copied or retransmitted via any means and all rights therein shall remain Our exclusive property.You may only use the Content in strict accordance with the TOU and applicable laws. In no event may You use any Content in any manner inconsistent with Our exclusive ownership of the Content. In particular, You may not:
    • reverse engineer, disassemble, decompile or attempt to reverse engineer or derive source code from, all or any portion of the Content accessible from the Company Web Sites, or permit any third party to do so except to the extent that this restriction is expressly prohibited by applicable law;
    • permit any third party to access the Services except as permitted herein or in an Order Form;
    • create derivate works based on the Services;
    • copy, frame or mirror any part or content of the Services, other than copying or framing for Your own internal business purposes;
    • access the Services in order to build a competitive product or service, or copy any features, functions or graphics of the Services; or
    • circumvent any of the security measures We use to limit access to and use of the Content.You agree that in no event will reverse engineering or circumvention be considered “Fair Use” under U.S. Copyright law, and you hereby agree to waive any claims of “Fair Use” as a defense for any violation of the TOU, including any claims that such reverse engineering is being done for “interoperability purposes” under the Digital Millennium Copyright Act. Any such attempts and any other use of the Content in violation of the TOU shall exceed the “authorized access” you have to the Company Web Sites as that term is defined under 18 U.S.C. � 1030.We reserve the right, in Our sole discretion, to revoke your authorization to view and use the Content at any time and for any reason, with or without notice to you of such revocation, and you agree to immediately discontinue such use upon notice from Us. We may restrict or remove Content from the Company Web Sites or restrict access to the Company Web Sites for any reason, and You agree to immediately discontinue all use thereof upon notification from Us.
  2. Data You are solely responsible for the accuracy, quality, integrity and legality of the data You submit during the sign-in process, in the Order Form, and to use the Services. We are not responsible in any way for such data or the results obtained from the Services using Your data.By submitting data to Us (including in the course of using the Services) You warrant that You have the right to use the data and that doing so complies with all applicable laws. You agree that We may store the data You use on and generate from the Services and that We may collect usage statistics (including how You use the Services) and aggregate Your data and results to improve our Services and for other purposes.
  3. Reservation of Rights Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Content and Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
  4. Ownership of Your Data We do not claim ownership of data or information you process using the Services and as between Us and You, We agree that You exclusively own all right, title and interest in and to such data. Nor do we claim ownership in the results generated by the Services based on Your data. However, you grant Us a worldwide, royalty-free and non-exclusive, perpetual, irrevocable and fully sublicensable license to use such data as we may deem appropriate to Our business, subject only to the following limitations:
    • We will not make such data publicly available if doing so would disclose information You have identified as trade secrets; and
    • We will not use the data in violation of law.You agree that the above limitations shall not be applied to limit Our right to use Your information if it is has been combined with other information such that it cannot be identified to You. In addition, You agree that We may access and use Your data as We deem necessary to provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters.

General Terms

  1. Who You Are Contracting WithYou are contracting with:ClarionDoor, LLC1129 High Road Montecito, CA 93108
  2. Manner of Giving NoticeAll notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon personal delivery or the second business day after mailing. We do not accept email notices but may send You notice by email, which will be deemed received on the first business day after sending by email. Notices to You shall be addressed to the system administrator designated by You for Your Subscription, and in the case of billing-related notices, to the relevant billing contact designated by You.
  3. Agreement to Governing Law and Jurisdiction The TOU and Your use of the Services and Your Subscription and any claims arising under any of them are governed by the laws of the state of California, without reference to conflict of laws principles. You consent to the exclusive jurisdiction and venue of state and federal courts in Santa Barbara County, California, USA for all disputes relating to this contract or the Service. You consent to the exclusive jurisdiction and venue of the courts located in Santa Barbara County, California, USA for all disputes arising under or relating to the TOU, Your use of the Services, or Your Subscription. You cannot revoke this consent.
  4. SeverabilityAll parts of the TOU apply to the maximum extent permitted by law. If any part of the TOU is deemed unenforceable by a court, those terms will be replaced by similar terms and the remainder of the TOU will be enforced as written. This is the entire contract between You and Us regarding the Service. It supersedes any prior contract or oral or written statements regarding the Services and Your use of them
  5. Assignment We may transfer, or otherwise dispose Our rights and obligations under the TOU, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights under the Subscription or to use the Service.
  6. No Third Party Beneficiaries There are no third party beneficiaries to the contract formed between You and Us by the TOU.
  7. Claim Period If You have any claim against Us relating to the TOU, Your Subscription, or the Services You must bring it within one year after the date You could first bring the claim, unless your local law requires a longer time to file claims. If You fail to bring the claim within the one-year period, You agree that You have waived all rights to do so and Your claim shall be permanently barred.
  8. Waiver of Jury Trial Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the TOU, Your use of the Services, or Your Subscription.
  9. Waiver and Cumulative Remedies No failure or delay by US to exercise any of Our rights under the TOU or applicable law shall constitute a waiver of that right. Other than as expressly stated herein, Our remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
  10. Attorney Fees You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due to Us under this Agreement following Your breach of Section 6.2 (Invoicing and Payment)
  11. Federal Government End Use Provisions. The Services, including related software and technology, is not available for ultimate federal government end use except as follows: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.
  12. Compelled Disclosure You agree that We may disclose any information You have provided to Us if We are compelled by law to do so. Provided We are not prohibited from doing so, We will use reasonable efforts to notify You of such compelled disclosure.
  13. Indemnification You shall indemnify and defend Us against any claims (including, without limitation, claims by third parties), liability, damages (including punitive damages), judgments, settlements, costs and expenses, including reasonable legal fees and expenses, arising out of or related to Your breach of any terms of the TOU, Your Data, or Your use of the Services. We agree to give You prompt written notice of any such third party claims asserted against Us, to give You sole control of the defense and settlement of those claims (provided that You may not settle any third party claim unless the settlement unconditionally release Us of all liability), and to provide You all reasonable assistance in such defense, at Your expense.
  14. Limitation of Liability In no event shall Our aggregate liability to You relating to the arising out of or related to the TOU, Your subscription or the Services, whether in contract, tort or under any other theory of liability, exceed the total amount paid by You hereunder for Your Subscription for the one month prior to the date Your claim originally arose.
  15. Exclusion of Consequential or Related Damages In no event shall We have any liability to You for any lost profits, revenues or data or damage to injury to property or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not We have been advised of the possibility of such damages. The foregoing disclaimer shall not apply to the extent prohibited by applicable law.
  16. Suggestions If You submit ideas, suggestions, documents, and/or proposals, including relating to the operation or features of the Services (“Suggestions”) to Us through our suggestion or feedback web pages or other methods, You acknowledge and agree that:Your Suggestions do not contain confidential or proprietary information;
    • We are not under any obligation of confidentiality, express or implied, with respect to the Suggestions;
    • We shall be entitled to use or disclose (or choose not to use or disclose) such Suggestions for any purpose, in any way, in any media worldwide;
    • We may have something similar to the Contributions already under consideration or in development;
    • Your Suggestions automatically become Our property without any obligation to you; and
    • You are not entitled to any compensation or reimbursement of any kind from Us under any circumstances.
  17. Questions About This Agreement Questions about the Terms of Service should be sent to [email protected]

User Content

ClarionDoor Web Sites may permit You to post information and other content to the Web Sites, which may be accessible to Subscribers or the general public. In addition to the above, the following terms apply to any content You post to the Company Web Sites.

We are not responsible for your submissions or responses or those submitted by others uploaded or posted to the Company Web Sites by its users (“User Content.”). You acknowledge that by providing You with the ability to access, view and/or post and upload User Content on the Company Web Sites, We act merely as a passive conduit, and do not undertake any obligation or liability relating to any User Content or activities of users on the Websites.

Generally, We do not pre-screen, review or edit User Content, but We do reserve and retain the rights, but not the responsibility or obligation, to refuse to post, remove or edit User Content, or to cancel Your access to the Company Web Sites and/or Your Subscription, for any reason, in our sole discretion. We also have the right to disclose User Content and the circumstances surrounding its posting or transmission to anyone.

You acknowledge and agree that We do not have any obligation to review User Content, that We are not in any manner responsible for User Content, that We do not guarantee the accuracy, integrity or quality of User Content, and that We cannot assure that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable User Content will not appear on the Company Web Sites. You use the Company Web Sites entirely at your own risk.

By submitting any User Content to the Company Web Sites, you grant to Us, and Our licensees, and assigns, a perpetual, irrevocable, royalty-free, non-exclusive sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, make available to the public, and exercise all copyright and publicity rights with respect to Your User Content worldwide and/or to incorporate Your User Content in any other works in any form, media, or technology, now known or later developed, for the full term of any rights that may exist in Your User Content. You also permit any other user of the Company Web Sites to access, store, or reproduce Your User Content for that user’s personal use. In addition, You grant Us the right to use any concepts or ideas reflected in User Content You submit in promotions, advertising, marketing or product or service offerings, without attribution, compensation, or notice to You.

If You do not wish to grant these rights, then please do not submit Your User Content to the Company Web Sites.

OTHER SITE CONTENT AND PROPRIETARY RIGHTS

Other than Your own User Content, You may upload to or otherwise distribute on the Company Web Sites only content that is not subject to any copyright or other proprietary rights protection (collectively, “Public Content”), or content in which the author has given express authorization for distribution on the World Wide Web. Any copyrighted or other proprietary content distributed with the consent of a copyright owner should contain a phrase such as “Copyright, owned by [name of owner]; used by permission.”

By submitting any content to the Company Web Sites, you automatically grant, or warrant that the owner of such content has expressly granted You the right to grant, to Us, and to Our licensees, and assigns, a perpetual, irrevocable, royalty-free, non-exclusive sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, make available to the public, and exercise all copyright and publicity rights with respect to the content worldwide and/or to incorporate Your content in any other works in any form, media, or technology, now known or later developed, for the full term of any rights that may exist in the content. You also permit any other user of the Company Web Sites to access, store, or reproduce the content for that user’s personal use. In addition, You grant Us the right to use any concepts or ideas reflected in the content You submit in the same manner as above.

If You are not sure that You have all of those rights in any content You are considering submitting, then please do not submit, post or upload it to the Company Web Sites.

The unauthorized submission or distribution of copyrighted or other proprietary content is illegal and could subject You to criminal prosecution as well as personal liability for damages in a civil suit. You agree that You, and not Us (nor Our affiliates, nor any of Our officers, directors, employees, agents, third-party partners, sponsors or advertisers, service providers, licensors, or the like), will be liable for any damages resulting from any infringement of copyrights or proprietary rights, or from any other harm arising from such submission, and You agree to bear and assume all such liability, and to indemnify and hold harmless Us and Our affiliates, officers, directors, employees, agents, third-party partners, sponsors, advertisers, service providers, licensors, and licensees from and against any damages, costs, and attorneys’ fees incurred as a result of Your unauthorized submission or distribution of copyrighted or other proprietary content to or through the Company Web Sites, or an allegation or claim of such unauthorized submission or distribution.

You acknowledge that the Company Web Sites contain Content that is protected by copyrights, trademarks, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. The Company Web Sites and all Content is copyrighted as a collective work under the U.S. copyright laws, and We own a copyright in any and all original creative works created by Us and incorporated into the Company Web Sites, and in the selection, coordination, arrangement, and enhancement of Content. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Content, in whole or in part, except as explicitly permitted by Us.

We reserve the right to refuse to upload or post, and to remove, any content and/or User Content that We deem in Our sole discretion to be a violation of the TOU, Our Privacy Policy, or any law, regulation, or order, or any of the rights of any third party, including copyrights, privacy/publicity, reputational, and other proprietary rights.

USE OF COMPANY WEB SITES AND ALL SITE CONTENT AT YOUR OWN RISK

Neither We nor or Our affiliates, nor any of their respective officers, directors, or employees, agents, third-party partners, sponsors or advertisers, service providers, licensors, or the like warrant that the Company Web Sites will be secure, uninterrupted or error-free; nor do they make any warranty as to the results that may be obtained from the use of the Company Web Sites or any User Content or Content, or as to the accuracy, reliability, or currency of any Content, User Content, or Services, provided through the Company Web Sites

As to User Content and other content provided by You or any third party on the Company Web Sites, We are a distributor and not a publisher. We do not have editorial control over User Content or third party content.

NOTICE AND PROCEDURE FOR COPYRIGHT INFRINGEMENT CLAIMS

If you are a copyright owner (or the owner’s authorized agent) and have a good-faith belief that material on the Company Web Sites infringes one of your copyrights, you may notify Us using this procedure. In order for Us to process your notice of copyright infringement, it must be sent to the agent designated below and must include the information specified below. When We receive a notice under this procedure, We will expeditiously remove or disable access to the material that is claimed to be infringing or to be the subject of infringing activity.

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Our Copyright Agent the following information, in a written communication:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple works are affected, a representative list of such works;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Us to locate the material;
  • Information reasonably sufficient to permit Us to contact you, including your address, telephone number, and, if available, an email address at which you may be contacted;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

ClarionDoor’s Copyright Agent may be reached as follows: contact [email protected]

WE CAUTION YOU THAT IF YOU KNOWINGLY MISREPRESENT THAT ONLINE CONTENT IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER’S LICENSEE THAT IS INJURED AS A RESULT OF OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.

As explained above, if We receive a notice of infringement sent to Our designated agent with the information described above, We will expeditiously remove or block access to the material that is claimed to be infringing. We will also send a notification to the user who posted the material, at the email address provided by the user in connection with his or her account with Us, telling the user that the material was removed or access to it was blocked because of claimed infringement.

If you are a user who posted material that was removed in response to a notice of infringement and you believe that material was removed due to mistake or misidentification, you may request that we replace the posting by sending us a counternotice as follows:

You must send the counternotice to our designated copyright agent, whose name and contact information is above, and no one else.

Your counternotice must be a written communication sent and must include substantially the following information:

  1. A physical or electronic signature of the subscriber (you the user).
  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
  3. A statement under penalty of perjury that the user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
  4. The user’s name, address, and telephone number, and a statement that the user consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the user’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification of copyright infringement or an agent of such person.

When We receive a counternotice that complies with these requirements, We reserve the right, but not the obligation, to restore the material that was removed after forwarding a copy of the counternotice to the person who sent the notice of infringement and waiting at least 10 business days. If, during those 10 business days, the person who sent the original notice of infringement notifies Us that such person has instituted a suit to seek a court order to restrain the user from infringing activity relating to the material on the Company Web Sites, We will not replace the material. Otherwise, We may repost the material at our discretion. However, We retain the right to remove, block access to, or not restore material at any time for any reason without any liability to the posting user. In particular, a user who sends a counternotice pursuant to this section expressly acknowledges and agrees that We shall not be liable to the user under any circumstances for declining to replace material.

WE CAUTION YOU THAT IF YOU KNOWINGLY MISREPRESENT THAT ONLINE CONTENT IS NOT INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER’S LICENSEE THAT IS INJURED AS A RESULT OF OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.

We reserve the right to terminate access to the Company Web Sites and Subscriptions of repeat infringers. A repeat infringer includes any user who has made two or more submissions of User Content for which We receive a notice of infringement. Each user agrees that if his or her account is terminated pursuant to this right, the user will not attempt to establish a new account under any name, real or assumed, and further agrees that if the user violates this restriction by opening a new account after being terminated, the user shall indemnify and hold us harmless for any and all liability that we may incur therefor.

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