Below are our Terms of Service, in the column on the left.  The column on the right is only a short explanation of some of the key provisions of the Terms of Service, is necessarily incomplete, and is not legally binding. You should read and make sure that you understand all of the provisions in the column on the left.

 

TERMS OF SERVICE

IMPORTANT: PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY.  UPON ACCEPTANCE OF THESE TERMS OF SERVICE, A BINDING LEGAL CONTRACT (THE “AGREEMENT”) WILL BE CREATED BETWEEN YOU, AN INDIVIDUAL (“CUSTOMER”) AND LOGIC9s, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“LOGIC9s”).  BY ACCESSING OR USING THE SERVICE GOVERNED BY THIS AGREEMENT, CUSTOMER WILL BE ACCEPTING AND AGREEING TO BE BOUND BY THIS AGREEMENT.

Basically, By using ClearFactr® you agree to all the terms below.
1. DEFINITIONS As used in this Agreement, the following terms shall have the following meanings.  Other capitalized terms used in this Agreement will have the meanings defined elsewhere in this Agreement.1.1  “ Customer Data ” means all data, information or material that is submitted to the Service by or on behalf of Customer in the course of using the Service.1.2  “ Documentation ” means any online user manuals, instructions, and help files that Logic9s may make available to Customer in connection with the Service, as may be updated from time to time by Logic9s.

1.3  “Intellectual Property Rights ” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, moral rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

1.4  “Plans ” means the financial plans, charts, diagrams, graphs and data generated or derived by the Service, or other output of the Service, based upon Customer Data.

1.5  “Service ” means Logic9s’ online, web-based financial modeling and simulation service, known as ClearFactr®, provided to Customer pursuant to this Agreement. The term “Service” also includes (a) all underlying technology of Logic9s and its licensors that is used by Logic9s to provide such services, including but not limited to software, hardware, processes, techniques, schema, data models, procedures, algorithms, designs, know-how, user interfaces and other technology or proprietary information, and (b) all updates, upgrades and enhancements thereto that may be used by Logic9s or provided by Logic9s to Customer from time to time.

1.6  “Subscription Fees ” means the amounts required to be paid by Customer for use of the Service.

1.7  “Website ” means the website operated by Logic9s relating to the Service, currently located at clearfactr.com.

Basically, Let’s be clear what we mean when we use certain capitalized words.
2. SUBSCRIPTION TO USE THE SERVICE 2.1  Service .  Customer shall be entitled to use the Service during the term of this Agreement, on a non-exclusive basis, subject to the terms and conditions of this Agreement.2.2  Registration; Administration .  In order to use the Service, Customer must open an account with Logic9s, select a username and password, and provide certain other registration information.  Customer shall not permit persons other than Customer to use the Service.  In creating his or her account, Customer agrees to provide accurate, current, and complete information.  Customer shall update Customer’s account information so as to keep such account information current and accurate at all times.  Customer is responsible for safeguarding his or her password and Customer agrees not to disclose the password to anyone else.  Customer shall have sole responsibility for all activities and actions occurring under Customer’s account.

2.3  Updates .  During the term of this Agreement, Logic9s may from time to time implement upgrades, updates and/or enhancements to the Service that Logic9s provides to Customer.  There will be no additional charge, beyond the Subscription Fee that Customer has agreed to pay, for use of the upgraded, updated or enhanced Service that Logic9s makes generally available. Notwithstanding the above, Logic9s reserves the right to require that Customer pay additional fees, in such amounts as Logic9s may determine, for access to or use of new functionality or features that Logic9s does not make generally available to subscribers for no extra charge. Logic9s will determine, in its sole discretion, whether access to any given new functionality or features will require payment of additional fees.

Basically, We’re giving you the right to use ClearFactr.You have to register before using it. 

We can update ClearFactr and we won’t charge you more for the updates – unless they include new capabilities that we don’t release for free.

3. USE OF SERVICE.3.1  Logic9s Rights and Obligations .(a)  Availability . Logic9s will use commercially reasonable efforts to make the Service available with minimal downtime 24 hours a day, 7 days a week, except for (a) routine maintenance hours established by Logic9s from time to time, (b) other scheduled downtime, of which Logic9s will use commercially reasonable efforts to give Customer at least 48 hours’ advance notice, and (c) unavailability caused by circumstances beyond Logic9s’s reasonable control.

(b)  Limitations on Use .  Logic9s shall have the right to limit Customer’s use of  the Service to that which does not put an unreasonable load or burden on the systems used by Logic9s to provide the Service.

(c)  Changes to Service .  Logic9s may update the functionality and user interface of the Service from time to time in its sole discretion, with or without prior notice.  Logic9s shall, however, use commercially reasonable efforts to retain the basic functionality of the Service that was available to Customer at the time Customer subscribed to use the Service.

(d)  Support .  Logic9s provides a FAQ page as a service to its subscribers, and will use reasonable efforts to respond to support inquiries received by email regarding the use of the Service.  In addition, paid support packages with preferential response times are available as indicated on the Website.

3.2  Use and Protection of Customer Information.

(a)  License to Customer Data . In order to enable Logic9s to provide the Service to Customer, Customer hereby gives Logic9s a license to use the Customer Data solely for the purpose of providing the Service.  The Customer Data will remain Confidential Information of Customer and will not be used by Logic9s except as necessary to provide the Service to Customer. Logic9s will maintain reasonable administrative, physical and technical safeguards for the protection, confidentiality and integrity of Customer Data.

(b)  Collection and Use of Information .  Through Customer’s registration to use the Service, Customer is required to provide certain personally identifiable information (“Personal Information”).  Logic9s uses such Personal Information to provide Customer with access to the Service, and for other purposes as described in Logic9s’s privacy policy posted on Logic9s’s website (the “Privacy Policy”). Please refer to the Privacy Policy for additional information regarding what information Logic9s may collect in connection with Customer’s use of the Service and how Logic9s may use that information.  Logic9s reserves the right to modify the Privacy Policy in its discretion from time to time and any such modifications shall be effective when Logic9s posts the new Privacy Policy to the Website and notifies Customer of the posting of such modified Privacy Policy.

3.3  Access to Service . Customer shall not allow access to or use of the Service by anyone other than Customer.

3.4  Internal Use; Use to Provide Services to Others .  Customer may use the Service for Customer’s internal business operations, or to facilitate Customer’s provision of services to Customer’s clients or others.  However, Customer will not re-sell, license or lease the Service to third parties, or allow anyone else to directly access or use the Service.

3.5  Content of Customer Data .  Customer agrees not to use the Service to collect, transmit or process (a) any material that is infringing, obscene, threatening, libelous, or otherwise unlawful or tortious, including material that is harmful to children or violates third party privacy rights; (b) any information or data comprised of “Protected Health Information” subject to and defined by the Health Insurance Portability and Accountability Act (“HIPAA”) or that would otherwise require Logic9s or the Service to be HIPAA compliant; or (c) any information that would permit identity theft or access to an individual’s financial accounts.

3.6  Other  Customer Obligations .  Customer will not (a) use the Service to send, store, publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines for any intent, malicious, entertaining or otherwise; (b) interfere with or disrupt the integrity or performance of the Service; (c) attempt to gain unauthorized access to the Service or its related systems or networks; (d) attempt to probe, scan, or contactUs the security or vulnerability of the Service, or allow any third party to do so; (e) access or use the Service if Customer is a direct competitor of Logic9s, or for the purpose of creating a similar or competitive product or assisting anyone else in doing so; (f) access or use the Service for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes; (g) attempt to access, copy, decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Service; or (h) modify or create any derivative works based upon the Service or its underlying software or technology.

3.7  Temporary Suspension .  Customer agrees to (i) notify Logic9s immediately of any unauthorized use of any password or account or any other known or suspected breach of security relating to the Service; (ii) report to Logic9s immediately, and use reasonable efforts to immediately stop, any copying or distribution of Customer Data that is known or suspected by Customer as being unlawful or unauthorized; and (iii) not impersonate another Logic9s customer or provide false identity information to gain access to or use the Service.  In addition to any other rights or remedies available to Logic9s, Logic9s may temporarily suspend Customer’s access to the Service in the event that Customer is engaged in, or Logic9s in good faith suspects Customer is engaged in, any unauthorized conduct (including any violation of this Agreement, any applicable law or third party rights).  Logic9s will use good faith efforts to notify Customer prior to, or at the time of, any such suspension, including the reasons therefor, but any such suspension shall not be conditioned on Customer’s receipt of any such notice.  In the event of any such suspension, Logic9s and Customer will in good faith discuss the reasons therefor, and Logic9s will restore Customer’s access to the Service when Logic9s is satisfied that the issue has been properly addressed by Customer and a reasonable plan to avoid future occurrences has been implemented. Customer agrees that Logic9s will have no liability for exercising its suspension rights as permitted by this Section.

3.8  Links . The Website may contain links to third-party websites. Customer acknowledges and agrees that Logic9s is not responsible or liable for: (i) the availability or accuracy of such websites; or (ii) the content, products, or services on or available from such websites. Links to such websites do not imply any endorsement by Logic9s of such websites or the content, products, or services available from such websites. Customer acknowledges sole responsibility for and assumes all risk arising from Customer’s use of any such websites.

Basically, We’ll try hard to keep ClearFactr up and running. 

You can’t overburden our systems.

We do provide some free support, but you can buy better support if you want to.

We have to be able to use your data within our software in order to create and analyze your Plans. But we’re not in the data-mining business and don’t want to be.

We have a privacy policy.  Please read it.

You can use ClearFactr to generate Plans relating to your business and/or any financial and numerical aspirations you may have.  If you do consulting work for customers, you can even use ClearFactr to create those sorts of Plans for your customers.  You just can’t resell ClearFactr or let others use it directly.   But if you think you could resell it, please contact us – we’d love to talk.

You can’t use ClearFactr in a way that might get us into legal trouble.

You can’t do things that might disrupt use of ClearFactr by other customers, or try to steal our stuff.

 

If you do bad things, we can cut off your use.

 

We don’t vouch for other companies.

4.  SUBSCRIPTION TERM; TERMINATION 4.1  Term of Subscription to Service . Customer’s subscription to use the Service begins when Customer completes the registration process. Customer’s subscription to use the Service shall be either a “Monthly Subscription” (as described in paragraph (a) below) or an “Annual Subscription” (as described in paragraph (b) below), as designated by Customer during the registration process.(a)  Monthly Subscription .  If Customer’s subscription is a Monthly Subscription, Customer’s subscription will automatically renew indefinitely, for a month at a time.  Customer may terminate a Monthly Subscription at any time upon notice to Logic9s.  Subscription Fees that became due and payable before termination will not be refunded.(b)  Annual Subscription .  If Customer’s subscription is an Annual Subscription, Customer’s subscription will automatically renew indefinitely, for a year at a time, on each yearly anniversary of the date Customer’s paid subscription became effective. Customer may terminate an Annual Subscription at any time upon notice to Logic9s.  In the event Customer terminates an Annual Subscription, Logic9s will retain the portion of the prepaid Subscription Fee corresponding to the number of full or partial months then elapsed in Customer’s yearly subscription period, and refund the balance of the Subscription Fee to Customer; provided, however, that the amount retained by Logic9s shall be based upon Logic9s’ then-current Subscription Fee for Monthly Subscriptions.  As an example, if Customer were to terminate Customer’s Annual Subscription during the third month of Customer’s annual subscription term, Logic9s would retain the Subscription Fee for months one through three, based upon Logic9s’ then-current Subscription Fee for Monthly Subscriptions.  In other words, if Logic9s’ then-current Subscription Fee for Monthly Subscriptions was $10.00 per month, Logic9s would retain $30.00, and refund the remainder of the prepaid Subscription Fee to Customer.4.2  Termination for Cause . This Agreement, and Customer’s right to use the Service, may be terminated by Logic9s (a) upon notice to Customer if Customer does not pay a Subscription Fee within thirty (30) days after such payment became due, or (b) upon notice to Customer if Customer breaches any other provision of this Agreement.  Logic9s will not be obligated to refund any Subscription Fees that became payable prior to any such termination for cause.

4.3  Discontinuation of Service .  Logic9s may terminate this Agreement if Logic9s discontinues the Service for any reason.  In that event, Logic9s will give prior notice of termination to Customer as early as practicable, and Logic9s will refund to Customer any prepaid fees applicable to the remainder of Customer’s subscription term.

4.4  Deletion of Customer Data .  In the event of termination or expiration of this Agreement, Logic9s may permanently delete all Customer Data and Plans.

4.5  Survival .  The provisions of Sections 6 through 11 of this Agreement shall survive any expiration or termination of this Agreement, as well as any other disclaimers of liability, disclaimers of warranty, and obligations that are reasonably apparent should be of a continuing nature.

Basically, You can buy a monthly or yearly subscription.  Either way, it will renew automatically.  You can terminate your subscription at any time, but your rights to a refund will be limited.We can terminate your subscription if you’re really late in paying, or if you violate this agreement.   

 

We can terminate your subscription if we decide to get out of this business.  Telling all of your friends how great ClearFactr is will help prevent that from happening.   If something’s not great, tell us so we can make it so!

If you or we terminate your subscription, we may delete all of the data you entered and all of the Plans ClearFactr created for you.

5. FEES AND PAYMENT TERMS5.1  Fees . The Subscription Fee payable by Customer for use of the Service shall be as indicated on the Website.(a)  Monthly Subscriptions .  For Monthly Subscriptions, the Subscription Fee shall be due and payable on a monthly basis, in advance. Billing will be done on the same calendar day each month, day 1 through 28.  The Subscription Fee for Monthly Subscriptions may be changed by Logic9s at any time upon notice to Customer, and the new Subscription Fee shall apply to the next monthly renewal of Customer’s subscription.  If Customer does not wish to accept an increase in the Subscription Fee, Customer may terminate this Agreement prior to the next monthly renewal, pursuant to the provisions of Section 4.1(a).(b)  Annual Subscriptions .  For Annual Subscriptions, the Subscription Fee shall be due and payable, in advance, at the beginning of each Subscription term, the duration of which is one year. The Subscription Fee for Annual Subscriptions may be changed by Logic9s at any time upon notice to Customer, and the new Subscription Fee shall apply to the next annual renewal of Customer’s subscription.  If Customer does not wish to accept an increase in the Subscription Fee, Customer may terminate this Agreement prior to the next annual renewal, pursuant to the provisions of Section 4.1(b).(c)  Payment Method .  Customer acknowledges that Logic9 uses a third-party billing and collections provider, and the method of payment of Subscription Fees shall be as specified by such third party provider.

(d)  Other Provisions Relating to Fees .  The obligation to pay the specified Subscription Fee is not dependent upon Customer’s actual use of the Service, and all payments are non-refundable except as otherwise specifically provided in this Agreement.  All Subscription Fees will be paid in U.S. dollars, without setoff or counterclaim, and without any deduction or withholding, so that Logic9s receives the entire amount of the specified Subscription Fee. Late payments will be subject to a finance charge of 1.5% per month, or the maximum rate permitted by law, whichever is lower, from the date payment was due until the date the overdue amount is paid in full.  In addition, if Customer has an unpaid balance that is more than thirty (30) days overdue, then in addition to any other rights or remedies available to Logic9s pursuant to this Agreement or by law, Logic9s may suspend Customer’s access to the Service until Customer’s account is brought current.

5.2  Taxes .  The Subscription Fee specified by Logic9s does not include taxes, duties, tariffs, or similar fees, if any, that may be payable in connection with the Service.  Customer agrees to pay any such charges in addition to the Subscription Fee.

Basically, If you have a monthly subscription, we will charge you every month, on the same day of each month. We can change the monthly fee, but the change won’t go into effect until the next month – and you can end your subscription if you don’t like the increase. If you have a yearly subscription, we will charge you every year, at the beginning of each yearly subscription period. We can change the fee, but the change won’t go into effect until the next yearly subscription period– and you can end your subscription if you don’t like the increase 

 

If you’re late in paying, we can impose an additional fee.  If you’re really late, we can suspend your use of ClearFactr. 

6. PROPRIETARY RIGHTS6.1  Service . Logic9s, and/or its licensors and its service providers, own all right, title and interest in and to the Service and Documentation, including all related Intellectual Property Rights.  Logic9s reserves all rights not expressly granted to Customer under this Agreement.  Customer agrees not to delete, obscure or alter in any manner any Intellectual Property Rights notices that may appear on or in the Service, Documentation or Plans.  In addition, Logic9s shall exclusively own all right, title and interest in and to any and all suggestions, enhancement requests, recommendations or other feedback that may be provided by Customer from time to time relating to the Service (“Feedback”), and all Intellectual Property Rights thereto.  Customer agrees to assign, and hereby does assign, to Logic9s all of Customer’s right, title, and interest in and to all Feedback, including all Intellectual Property Rights therein or relating thereto. Customer acknowledges that Logic9s may use the Feedback for any purpose, including but not limited to modification and improvement of the Service.6.2  Customer Data . As between Logic9s and Customer, Customer owns all right, title and interest in and to all Customer Data.  Customer Data is deemed to be Confidential Information of Customer pursuant to this Agreement.6.3  Statistical Information . Logic9s may monitor Customer’s general use of the Service and collect general statistical information concerning such use, such as the number and types of Plans created by Customer, and the performance of the Service.  Logic9s may use data related to Customer’s use to monitor and improve the Service. Basically, We own the rights to ClearFactr.  You own the data you input.   We welcome your feedback and suggestions, but we’ll own any new or improved services that result from them.
7. CONFIDENTIALITY7.1  “ Confidential Information ” means all confidential or proprietary information of a party (“ Disclosing Party ”) disclosed to the other party (“ Receiving Party ”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential due to the nature of the information and the circumstances of disclosure, including but not limited to marketing plans, budgets, financial information, technology, technical information, methods, processes, techniques, designs, computer programs and other business information disclosed by such party.  The parties specifically agree that (a) Customer Confidential Information shall include the Customer Data, and (b) Logic9s Confidential Information shall include the Service and all unpublished underlying technology.  Notwithstanding the above, “Confidential Information” shall not include information that: (i) is or becomes publicly available without a breach of the Receiving Party’s confidentiality obligations; (ii) was already known to the Receiving Party at the time of its receipt from the Disclosing Party, free of restrictions on use or disclosure; (iii) is subsequently received by the Receiving Party from a third party without breach of any confidentiality obligation owed to the Disclosing Party and without restriction on further use or disclosure; or (iv) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.7.2  Treatment of Confidential Information . The Receiving Party agrees to use the same degree of care to protect the confidentiality of the Disclosing Party’s Confidential Information that it uses to protect its own Confidential Information of similar importance (but in no event less than reasonable care).  The Receiving Party also agrees not to use any Confidential Information of the Disclosing party for any purpose except as reasonably necessary to exercise its rights or fulfill its obligations under this Agreement. To the extent reasonably necessary to perform this Agreement, the Receiving Party may disclose Confidential Information of the Disclosing Party to the Receiving Party’s employees or contractors who are bound by written agreements restricting use and disclosure of such Confidential Information at least as protective as those set forth in this Agreement.  In the event of a court order or government regulation compelling disclosure of any Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice thereof, and shall reasonably cooperate with the Disclosing Party to seek confidential or other protective treatment.  Each party’s obligations set forth in this Section 7 shall remain in effect during the term of this Agreement and for three (3) years after termination of this Agreement; provided, however, that obligations with regard to Confidential Information that constitutes a trade secret shall remain in effect for so long as such information constitutes a trade secret. The Receiving Party shall promptly return to the Disclosing Party or destroy (with certification of such destruction provided by the Receiving Party upon request) all Confidential Information of the Disclosing Party in its possession or control upon request from the Disclosing Party; provided, however, that the obligations of Logic9s with regard to Customer Data shall be solely as set forth in Section 4.4 of this Agreement.7.3  Remedies . The Receiving Party agrees that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that monetary damages may provide an inadequate remedy.  Accordingly, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without posting a bond. Basically, We agree to keep your sensitive information confidential, and you agree to keep our sensitive information confidential.
8. WARRANTY; DISCLAIMERS8.1  Logic9s Service Warranty .  Logic9s warrants to Customer that the Service will perform the functions described for the Service in the relevant Documentation.  If the Service fails to conform to this warranty, Customer may notify Logic9s of the failure and Logic9s will use reasonable efforts to resolve the issue.  In the event that Logic9s is unable to cause the Service to conform to this warranty within forty five (45) days after Customer’s notification, then as Customer’s exclusive remedy for breach of this warranty, Customer may terminate the Service and submit to Logic9s a claim for refund of any prepaid Subscription Fees for such Service covering the portion of the subscription term remaining after the date of termination.  Notwithstanding the above, the failure of the Service to perform functions due to Force Majeure Events, or breaches of this Agreement by Customer, shall not be deemed to constitute a breach of this warranty.8.2  Disclaimers . EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1 ABOVE, NEITHER LOGIC9S NOR ITS LICENSORS OR SUBCONTRACTORS (COLLECTIVELY, THE “LOGIC9S PARTIES”) MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, THE SERVICE OR THE PLANS.  WITHOUT LIMITING THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LOGIC9S PARTIES EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE LOGIC9S PARTIES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS. Basically, We promise that ClearFactr will do the things we say it will do.  If it doesn’t for some reason, please tell us and we will try hard to fix it.  

That’s our only promise regarding ClearFactr.

9. INDEMNIFICATION9.1  Indemnification by Logic9s . Logic9s, at its expense, will defend and pay any settlement amounts and damages, costs and expenses (including reasonable attorneys’ fees) awarded by a court of final jurisdiction arising out of any third party claim, suit or proceeding alleging that Customer’s use of the Service in accordance with this Agreement infringes a third party’s United States copyright or United States patent issued as of the date Customer subscribed to the Service. The foregoing obligations shall not apply with respect to a claim of infringement if such claim arises out of (i) Customer Data that infringes, or is alleged to infringe, third party rights, (ii) use of the Service in combination with any software, hardware, network, process or system not supplied by Logic9s where the alleged infringement relates to such combination, (iii) any modification or alteration of the Service by anyone other than by Logic9s, (iv) Customer’s continued use of the Service after Logic9s notifies Customer to discontinue use because of an infringement claim, or (v) Customer’s violation of this Agreement or applicable law. If any claim occurs for which Logic9s is obligated to indemnify Customer, or if in Logic9s’s determination such a claim is likely to occur, Logic9s may, in its sole discretion and at its option and expense (a) obtain for Customer the right to continue to use the Service, (b) substitute a non-infringing service that is functionally equivalent, as a replacement for the Service, (c) modify the Service to make it non-infringing and functionally equivalent, or (d) terminate this Agreement and refund to Customer any prepaid Subscription Fees attributable the portion of the subscription term remaining as of the date of such termination.9.2  Indemnification by Customer . Customer, at Customer’s expense, will defend and pay any settlement amounts or damages awarded by a court of final jurisdiction arising out of (i) any third party claim, suit or proceeding relating to the Customer Data, including but not limited to claims that the Customer Data violates the rights of such third party, (ii) the breach by Customer of Customer’s representations, warranties or covenants in this Agreement, or any third party claim, suit or proceeding alleging facts that, if true, would constitute such a breach, or (iii) Customer’s use of the Service or use of the Service by anyone under Customer’s account.9.3  Conditions . The parties’ obligations under this Section 9 are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim under this Section, (ii) giving the indemnifying party sole control of the defense or settlement of the claim, and (iii) cooperating in the investigation and defense of such claim(s), at the expense of the indemnifying party. The indemnifying party shall not settle or consent to judgment in any such claim that adversely affects the rights or interests of the indemnified party or imposes additional obligations on the indemnified party, without the prior express written consent of the indemnified party. The rights and remedies set forth in this Section 9 are subject to the limitations and exclusions set forth in Section 10 below. Basically, If you are sued by someone who claims that ClearFactr violates their IP rights, we will cover you. . . but there are exceptions.   

 

If we are sued by someone who claims that your data violates their IP rights, or because of other things you do, you will cover us.

 

Yes, there are conditions.

10. LIMITATION OF LIABILITY10.1  Limitation of Liability . IN NO EVENT SHALL THE LIABILITY OF LOGIC9S ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED AN AMOUNT EQUAL TO THE SUBSCRIPTION FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CLAIM.10.2  Exclusion of Consequential and Related Damages . IN NO EVENT SHALL LOGIC9S BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE SERVICE, EVEN IF LOGIC9S HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE FEES PAYABLE BY CUSTOMER PURSUANT TO THIS AGREEMENT REFLECT THE INCLUSION OF THE LIMITATIONS AND EXCLUSIONS OF DAMAGES IN THIS AGREEMENT, AND SUCH LIMITATIONS AND EXCLUSIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Basically, We are not liable for more than what you have paid us in the last 12 months.Even if, by some stretch of the imagination, you think ClearFactr caused you to lose profits or that it caused some other odd damages, we are not liable for that.
11. GENERAL 11.1  Relationship .  Logic9s and Customer are independent contractors, and this Agreement does not create a partnership, joint venture, employment or agency relationship between the parties.11.2  Entire Understanding .  This Agreement, including any documents incorporated by reference in this Agreement, constitutes the entire agreement between the parties relating to its subject matter, and supersedes all prior and contemporaneous agreements, proposals or representations, oral or written, regarding that subject matter.  No terms or conditions in any purchase order, acknowledgement, or other document submitted by Customer shall apply or be incorporated into or form a part of this Agreement.11.3  Modifications .  Except as otherwise specifically provided in this Agreement, no modifications, amendments or waivers shall be effective unless mutually agreed by the parties in writing.  Notwithstanding the above, Logic9s may notify Customer at any time of changes to any terms or provisions of this Agreement, including but not limited to the Subscription Fees payable by Customer, and such changes shall become effective as of the start of the next renewal term.  Customer’s failure to terminate this Agreement prior to the start of the next renewal term shall constitute Customer’s acceptance of the changed terms. Unless changed by Logic9s pursuant to the above provisions, or by mutual written agreement of the parties, this Agreement shall remain in effect, unchanged, for each renewal term.11.4  Waiver . No waiver of any breach of this Agreement, and no course of dealing between the parties, shall be construed as a waiver of any subsequent breach of this Agreement.

11.5  Severability . If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, (a) the provision shall be modified and interpreted by the court so as best to accomplish the intent of the original provision to the fullest extent possible, and (b) the other provisions of this Agreement shall not be affected.

11.6  Governing Law and Venue . This Agreement shall be governed by and construed under the laws of the United States and the State of New York excluding its conflict of law rules. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. The state and federal courts located in Westchester County, New York will have exclusive jurisdiction to adjudicate any dispute relating to this Agreement, and each party hereby irrevocably consents to the exclusive personal and subject matter jurisdiction and venue of such courts.

11.7  Assignment; Subcontracting; Third Party Beneficiaries .  Customer may not assign or transfer this Agreement to any third party, including by operation of law, without the prior written consent of Logic9s.  Logic9s may assign this Agreement in connection with a corporate reorganization, or to a successor to its business relating to the Service, resulting from a sale of assets, merger, or similar transaction.  Further, Logic9s may, in its discretion, subcontract the hosting of the Service, and other portions of the Service, in accordance with its business needs.  Any purported assignment in violation of this Section shall be void.  This Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. There are no third party beneficiaries of this Agreement.

11.8  Notices . Logic9s may give notice to Customer by means of a general notice through the Service interface, e-mail to Customer’s e-mail address on record in Customer’s account information, or by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service to Customer’s address on record in Customer’s account information. Customer may give notice to Logic9s by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service addressed to Logic9s at its primary address shown on Logic9s’s website, sent to the attention of its CEO.  Notice shall be deemed to have been given upon receipt or, if earlier, two (2) business days after mailing, as applicable. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.

11.9  Force Majeure .  Logic9s shall not be liable or responsible, or be deemed to have breached this Agreement, for any failure or delay in performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond Logic9s’ reasonable control, including but not limited to strikes, theft, Internet service provider failures or delays, war, civil commotion, fires, floods, storms, earthquakes, or acts or omissions of Customer or third parties (each a “Force Majeure Event”).

Basically, Even more boilerplate stuff.  We know, it’s boring, but yes, you should read it.   

 

About 5800 words… thanks for taking the time to read them.  We hope you like ClearFactr as much as we do.