Terms of Use

TERMS OF SERVICE AGREEMENT

Clerk Chat, Inc., (“Clerk Chat,” “Company,” “us,” or “we”), provides and the other websites under the Clerk Chat.com domain (collectively, the “Sites”), and our SaaS product, tools, and related services (together with the Sites, the “Service”) subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Service” or the “Agreement”).

This Agreement explains our obligations to you, and your obligations to us. Except as noted otherwise below, this Agreement is the entire Agreement between us. By using the Sites and the Service in any way, you are agreeing to comply with these Terms of Service, our privacy policy found here (“Privacy Policy”), and any other legal notices or conditions or guidelines posted on the Sites. If you have questions regarding this Agreement or about Clerk Chat, please contact us by email at support@clerk.chat

RECITALS

A. Clerk Chat operates the Subscription Services and provides access to its customers.

B. Customer desires to access and use the Subscription Services, and Clerk Chat is willing to provide such access, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

DEFINITIONS.

(a) “Acceptable Use Policy” means the policies and use restrictions set forth in Section 2(g) of this Agreement.

(b) “Aggregate Data” means any data that is derived or aggregated in deidentified form from (i) any Customer Materials; or (ii) Customer’s and/or its Authorized Users’ Use of the Subscription Services, including, without limitation, any usage data or trends with respect to the Subscription Services.

(c) “Authorized User” means an employer, contractor or agent of Customer whom Customer has authorized to Use the Subscription Services.

(d) “Clerk Chat IP” means the Subscription Services, the software applications provided in conjunction with the Subscription Services, any other software, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Subscription Services or any Professional Services, Documentation, and Aggregate Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.

(e) “Content” means all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Subscription Services.

(f) “Customer Materials” means all Content and other materials, in any form or medium, that Customer or an Authorized User uploads, posts, e-mails, sends in text messages, transmits or otherwise makes available through the Subscription Services or to Clerk Chat in connection with Customer’s and its Authorized Users’ Use of the Subscription Services, but excluding, for clarity, Aggregate Data and any other information, data, data models, content or materials owned or controlled by Clerk Chat that are made available through or in connection with the Subscription Services.

(g) “Documentation” means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list and other similar materials in hard copy or electronic form if and as provided by Clerk Chat to Customer (including any revised versions thereof) relating to the Subscription Services, which may be updated from time to time upon notice to Customer.

(h) “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.

(i) “Licensed Volume” means the limits, volume or other measurement or conditions of permitted Use for the applicable Subscription Service as set forth in the applicable Order Form, including any limits on the number of Authorized Users permitted to Use the Subscription Services based on Customer’s subscription tier.

(j) “Order Form” means a (i) mutually executed order form or other mutually agreed upon ordering document; (ii) purchase order issued by Customer and accepted by Clerk Chat in writing; or (iii) quote issued by Clerk Chat and accepted by Customer, in each case which references this Agreement and sets forth the applicable Subscription Services and/or Professional Services to be provided by Clerk Chat.

(k) “Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.

(l) “Professional Services” means the implementation and/or other professional services, if any, to be provided by Clerk Chat to Customer as set forth in the relevant Order Form.

(m) “Subscription Services” means the services provided by Clerk Chat via the website located at https://clerk.chat (the “Website”), any Clerk Chat applications or APIs (the “Apps”), and hosted services enabled or available via the Website and the Apps, including functionality provided via the Website and the Apps that (1) enables Authorized Users to send and receive Short Message Service (“SMS”) messages and may enable (depending on the type of communications account enabled) Multimedia Messaging Service (“MMS”) messages and other messaging types, (2) enables Authorized Users to communicate with each other by placing, receiving and transferring calls (“Calling”) using either existing or provisioned phone numbers through Clerk Chat hosted calling services, (3) enables Authorized Users to organize, manage, and respond to communications, (4) provisions a phone number for use as an SMS, MMS, and/or voice response line, and (5) enables other features such as automated responses and other functionality which may be added to the Services over time, and any updates, patches, bug fixes and upgrades to the Subscription Services that may be provided by Clerk Chat from time to time, in case as identified in the applicable Order Form.

(n) “Use” means to use and/or access the Subscription Services in accordance with this Agreement and the Documentation.

(o) “SMS/MMS Messages” means SMS/MMS text, image, video etc message sent and/or received via the platform. One (1) segment corresponds to 160 characters in length; the 160-character limit is for messages encoded using the GSM-7 character set. Messages not encoded with GSM-7(e.g. with photos or emojis) are limited to 70 characters. Clerk Chat’s platform supports long messages up to 1600 characters.

(p) “Calling” means any telephone call initiated or received within continental United States of America.

2. SUBSCRIPTION SERVICES; ACCESS AND USE

(a) Subscription Services. Subject to the terms and conditions of this Agreement, Clerk Chat hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 14(f) right to Use the Subscription Services during the Term, solely for Customer’s internal business purposes in accordance with, and subject to, the Licensed Volume.

(b) Use Restrictions. Customer will not at any time and will not permit any Person (including, without limitation, Authorized Users) to, directly or indirectly: (i) use the Subscription Services in any manner beyond the scope of rights expressly granted in this Agreement; (ii) modify or create derivative works of the Subscription Services or Documentation, in whole or in part; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Subscription Services, in whole or in part; (iv) frame, mirror, sell, resell, rent or lease use of the Subscription Services to any other Person, or otherwise allow any Person to use the Subscription Services for any purpose other than for the benefit of Customer in accordance with this Agreement; (v) use the Subscription Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable law; (vi) interfere with, or disrupt the integrity or performance of, the Subscription Services, or any data or content contained therein or transmitted thereby; or (vii) access or search the Subscription Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Subscription Services features provided by Clerk Chat for use expressly for such purposes; or (viii) use the Subscription Services, Documentation or any other Clerk Chat Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Subscription Services.

(c) Authorized Users. Customer will not allow any Person other than Authorized Users to Use the Subscription Services. Customer may permit Authorized Users to Use the Subscription Services, _provided _that (i) the Use, including the number of Authorized Users, does not exceed the Licensed Volume; and (ii) Customer ensures each Authorized User complies with all applicable terms and conditions of this Agreement and Customer is responsible for acts or omissions by Authorized Users in connection with their Use of the Subscription Services. Customer will, and will require all Authorized Users to, use all reasonable means to secure usernames and passwords, hardware and software used to access the Subscription Services in accordance with customary security protocols, and will promptly notify Clerk Chat if Customer knows or reasonably suspects that any username and/or password has been compromised. Each account for the Subscription Services may only be accessed and used by the specific Authorized User for whom such account is created.

(d) User Content. Customer agrees that Customer, and not Clerk Chat, is entirely responsible for all User Content that Customer or its Authorized Users transmit, post, or make available through the Company Subscription Services. Customer assumes all risks associated with Customer’s and its Authorized Users use and transmission of User Content and for the use of User Content by others, including any reliance on its accuracy, completeness or usefulness. Clerk Chat make no guarantees regarding the accuracy, currency, suitability, or quality of any Content. Customer’s and its Authorized Users’ interactions with other users of the Subscription Services are solely between such users, and Clerk Chat will not be responsible for any loss or damage incurred as a result of any such interactions.

(e) No Obligation to Pre-Screen Content. Customer acknowledges and agrees that Clerk Chat has the right, but not the obligation, to pre-screen, refuse or remove any Content, including User Content, and Customer consents to such monitoring. Customer acknowledges and agree that Customer and its Authorized Users have no expectation of privacy concerning the transmission of User Content or any User Content received from others in connection with Use of the Subscription Services, including without limitation any chat, text, or voice communications. In the event that the Clerk Chat pre-screens, refuses or removes any User Content, Customer acknowledges that Clerk Chat will do so for the Clerk Chat’s benefit, not Customer’s. Without limiting the foregoing, Clerk Chat shall have the right to remove any User Content that violates the Acceptable Use Policy or that it otherwise deems objectionable.

(f) Storage, Accuracy and Deletion of Content. Unless expressly agreed to by Clerk Chat in writing elsewhere, Clerk Chat has no obligation to store any of the User Content posted, transmitted or made available on or through the Subscription Services. Clerk Chat has no responsibility or liability for the deletion or accuracy of any Content, including User Content or for the failure to store, transmit or receive transmission of any Content or communications.

(g) Acceptable Use Policy. Customer agrees not to, and will ensure that its Authorized Users do not: (i) upload, transmit, distribute or make available through the Subscription Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Subscription Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any form of unreasonably duplicative messages, whether commercial or otherwise; (iii) use the Subscription Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Subscription Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Subscription Services (or to other computer systems or networks connected to or used with the Subscription Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Subscription Services; (vii) use software or automated agents or scripts to produce multiple accounts on the Subscription Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Subscription Services, (viii) use Subscription Services in violation of any law or regulation, including without limitation, the federal Telephone Consumer Protection Act of 1991 (47 U.S.C. § 227), as amended, Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (15 U.S.C. § 103 et. seq), the United States’ National Do Not Call Registry, Rules for Carriers Subpart L “Restrictions on Telemarketing, Telephone Solicitation, and Facsimile Advertising” (47 U.S.C. § 64.1200), and (if applicable) the Canada Anti-SPAM Legislation (S.C. 2010, c. 23 as amended); (viii) use, without Clerk Chat’s prior express written consent in each instance, the Subscription Services to provision an emergency reporting or response system (e.g., Enhanced 912 or E912 emergency service); (ix) to support the operation of a life support system, nuclear facility, aircraft navigation system, air traffic control system or other system critical to human life or safety or (x) assist or encourage any other person or entity to engage in any of the foregoing prohibited activities.

(h) Phone Numbers. Clerk Chat may offer the opportunity to enable Customer to use one or more existing phone numbers with the Subscription Services. If Customer uses such a feature, Customer represents and warrants that (i) any phone number Customer registers or associates with Customer’s account is an owned number, (ii) Customer will only use the Subscription Services for legal purposes and will comply with all applicable laws and regulations in connection with use of the Subscription Services and any number Customer registers or associates with Customer’s account, (iii) Customer has procured any and all necessary rights and licenses, and has the full power and authority, necessary to use any phone number Customer registers or associates with Customer’s account, and (iv) Customer will not use the Subscription Services on a phone number that has been exchanged with, rented, or purchased from a third party unless Customer has received permission from the third party to do so.

(i) Enforcement. If Clerk Chat becomes aware of any possible violations by Customer or its Authorized Users of this Agreement, including the Acceptable User Policy, Clerk Chat reserves the right to investigate such violations. If, as a result of the investigation, Clerk Chat believes that unlawful activity has occurred, Clerk Chat reserves the right to refer the matter to, and to cooperate with, any and all relevant legal authorities. Clerk Chat is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Subscription Services, including User Content, in Clerk Chat’s possession in connection with use of Subscription Services, to (1) comply with applicable laws, legal process or governmental requests; (2) enforce the Terms, (3) respond to any claims that User Content violates the rights of third parties, (4) respond to requests for customer service, or (5) protect the rights, property or personal safety of Clerk Chat, its users or the public, and all enforcement or other government officials, as Clerk Chat in its sole discretion believes to be necessary or appropriate. Clerk Chat reserves the right to take appropriate action against Customer in Clerk Chat’s sole discretion if Customer or its Authorized Users violate the Acceptable Use Policy or this Agreement, including, without limitation removing or modifying User Content and terminating Customer’s account.

(j) Third-Party Services. Certain features and functionalities within the Subscription Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Subscription Services. Clerk Chat does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Subscription Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Subscription Services.

(k) Reservation of Rights. Subject to the limited rights expressly granted hereunder, Clerk Chat reserves and, as between the Parties will solely own, the Clerk Chat IP and all rights, title and interest in and to the Clerk Chat IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

(l) Feedback. From time-to-time Customer or its employees, contractors, or representatives may provide Clerk Chat with suggestions, comments, feedback or the like with regard to the Subscription Services (collectively, “Feedback”). Customer hereby grants Clerk Chat a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Clerk Chat’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Subscription Services.

3. FEES AND PAYMENT

(a) Fees. Customer will pay Clerk Chat the non-refundable fees set forth in the relevant Order Form in accordance with the terms therein (“Fees”) and without offset or deduction. Clerk Chat reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then-current Renewal Term, upon thirty (30) days’ prior notice to Customer (which may be sent by email). Except as otherwise provided in the relevant Order Form, Clerk Chat will issue annual invoices to Customer during the Term, and Customer will pay all amounts set forth on any such invoice no later than thirty (30) days after the date of such invoice. If Customer has signed up for automatic billing, Clerk Chat will charge Customer’s selected payment method (such as a credit card, debit card, gift card/code, or other method available in Customer’s home country) for any Fees on the applicable payment date, including any applicable taxes. If Clerk Chat cannot charge Customer’s selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts, and Clerk Chat will attempt to charge the payment method again as Customer may update its payment method information. In accordance with local law, Clerk Chat may update information regarding Customer’s selected payment method if provided such information by Customer’s financial institution.

(b) Payments. Payments due to Clerk Chat under this Agreement must be made in US dolars via wire transfer or credit card of immediately available funds to an account designated by Clerk Chat or such other payment method mutually agreed by the Parties. All payments are non refundable and neither Party will have the right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other Party under this Agreement. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and Clerk Chat may suspend Services until all payments are made in full. Customer will reimburse Clerk Chat for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest

(c) Taxes. Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Clerk Chat hereunder, other than any taxes imposed on Clerk Chat’s income. Without limiting the foregoing, in the event that Customer is required to deduct or withhold any taxes from the amounts payable to Clerk Chat hereunder, Customer will pay an additional amount, so that Clerk Chat receives the amounts due to it hereunder in full, as if there were no withholding or deduction.

4. CONFIDENTIAL INFORMATION

(a) As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Subscription Services and the Documentation will be deemed Confidential Information of Clerk Chat. However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party. Without limiting the foregoing, nothing in this Agreement will limit or restrict Clerk Chat’s ability to use or disclose any general know-how, experience, concepts and/or ideas that Clerk Chat or its personnel acquire or obtain in connection with the performance of Clerk Chat’s obligations hereunder.

(b) The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement; _provided _that Clerk Chat may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Aggregate Data. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.

(c) Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

(d) The terms and conditions of this Agreement will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.

5. CUSTOMER MATERIALS AND DATA

(a) Clerk Chat acknowledges that, as between Customer and Clerk Chat and except as set forth in Section 6(b), Customer owns and retains all right, title and interest in and to all Customer Materials.

(b) Customer hereby grants Clerk Chat a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify the Customer Materials solely for the purpose of hosting, operating, improving and providing the Subscription Services, Professional Services and Clerk Chat’s other related products, services and technologies during the Term.

(c) Customer represents and warrants that (i) it has obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the Customer Materials (including any personal data provided or otherwise collected pursuant to Customer’s privacy policy) as contemplated by this Agreement and (ii) Clerk Chat’s use of the Customer Materials in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third party.

6. DISCLAIMER OF WARRANTIES AND CONDITIONS

6.1 (a) YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF COMPANY PROPERTIES IS AT YOUR SOLE RISK, AND COMPANY PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(b) COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) COMPANY PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF COMPANY PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF COMPANY PROPERTIES WILL BE ACCURATE OR RELIABLE.

(c) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH COMPANY PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS COMPANY PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

(d) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. COMPANY MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

(e) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH COMPANY PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

(f) FROM TIME TO TIME, COMPANY MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT COMPANY’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

(g) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, REPRESENTATIONS OR CONDITIONS, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

6.2 NO LIABILITY FOR CONDUCT OF OTHER USERS AND THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD COMPANY PARTIES LIABLE, FOR THE CONDUCT OF OTHER USERS OR ANY OTHER THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF COMPANY PROPERTIES. YOU UNDERSTAND THAT COMPANY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF COMPANY PROPERTIES.

7. LIMITATION OF LIABILITY

7.1 DISCLAIMER OF CERTAIN DAMAGES. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH COMPANY PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (1) THE USE OR INABILITY TO USE COMPANY PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH COMPANY PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON COMPANY PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO COMPANY PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STATUTORY LAW OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATIONS ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE OR WILLFUL MISCONDUCT; OR (B) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. THE FOREGOING LIMITATIONS OF LIABILITY APPLY TO THE FULLEST EXTENT ALLOWED BY LAW.

7.2 CAP ON LIABILITY. UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COMPANY PARTIES TO YOU IN CONNECTION WITH ANY CLAIM RELATING TO THESE TERMS OR THE COMPANY PROPERTIES EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID TO COMPANY BY YOU DURING THE SUBSCRIPTION PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, AND (B) ONE HUNDRED DOLLARS ($100). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE OR WILLFUL MISCONDUCT; OR FOR (B) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. THE FOREGOING CAPS ON LIABILITY APPLY TO THE FULLEST EXTENT ALLOWED BY LAW.

7.3 BASIS OF THE BARGAIN. THE LIMITATIONS OF DAMAGES AND LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.

8. LIMITATIONS OF LIABILITY

(a) Exclusion of Damages. EXCEPT FOR: (I) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) FRAUD OR WILFUL MISCONDUCT BY EITHER PARTY, OR (III) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE CLERK CHAT IP OR THE PROVISION OF THE SUBSCRIPTION SERVICES AND PROFESSIONAL SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

(b) Total Liability. IN NO EVENT WILL CLERK CHAT’S TOTAL LIABILITY TO CUSTOMER OR ITS AUTHORIZED USERS IN CONNECTION WITH THIS AGREEMENT, THE CLERK CHAT IP OR THE PROVISION OF THE SUBSCRIPTION SERVICES OR PROFESSIONAL SERVICES EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO CLERK CHAT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT CLERK CHAT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

(c) Basis of the Bargain. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 10 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN CLERK CHAT AND CUSTOMER, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.

9. FEES AND PURCHASE TERMS

9.1 General Purpose of Terms: Sale of Service, not Software. The purpose of the Terms is for you to secure access to the Services. All fees set forth within and paid by you under the Terms shall be considered solely in furtherance of this purpose. In no way are these fees paid considered payment for the sale, license, or use of Company’s Software, and, furthermore, any use of Company’s Software by you in furtherance of the Terms will be considered merely in support of the purpose of the Terms.

9.2 Payment. You agree to pay all fees and charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Company with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), or purchase order information as a condition to signing up for the applicable Services. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not the Terms to determine your related rights and liabilities. We currently use Stripe Inc. (“Stripe”) as providers for payment services (e.g., credit card transaction processing, merchant settlement, and related services). By purchasing any of our Services, you agree to be bound by Stripe’s U.S. Terms of Service available at Stripe Terms and Privacy Policy. You hereby consent to provide and authorize the Company, Stripe, and any other payment services provider we may engage to share any information and payment instructions you provide to the extent required to complete the payment transactions in accordance with these Terms, including personal, financial, credit card payment, and transaction information. By providing Company with your credit card number and associated payment information, you agree that Company is authorized to invoice your Account for all fees and charges due and payable to Company hereunder and that no additional notice or consent is required. You agree to immediately notify Company of any change in your billing address or the credit card account used for payment hereunder. Company reserves the right at any time to change its prices and billing methods, either upon posting on Company Properties or by e-mail delivery to you.

9.3 Service Subscription Fees. You will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you create your Account and select your service tier (each, a “Service Commencement Date”). Except as set forth in the Terms, all fees for the Services are non-refundable.

9.4 Taxes. Unless otherwise noted on the Company Properties, Company’s fees are net of any applicable Sales Tax. If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Company, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Company for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that Company is permitted to pass to its customers.

9.5 Withholding Taxes. You agree to make all payments of fees to Company free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Company will be your sole responsibility, and you will provide Company with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

9.6 Automatic Renewal. Unless otherwise noted on the Company Properties, paid subscriptions will automatically renew on a monthly basis, and your payment card or other payment method on file will be charged the Company’s then-current subscription fee for the plan you select on the date that you sign up and at the beginning of each subsequent monthly renewal period (each a “Renewal Commencement Date”) until you cancel. Renewal Commencement Dates ordinarily will fall on the monthly anniversary date of the date you signed up for your paid service plan. However, if you sign up for a paid plan on the 29th, 30th or 31st of a particular month, your subsequent Renewal Commencement Date for any months that have fewer than 29, 30 or 31 days, as applicable, will be the last day of the applicable month. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription prior to the Renewal Commencement Date by contacting the Company at 888-572-5375 or billing@clerk.chat. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Company to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Company does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that Company may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).

9.7 Free Trials and Other Promotions. Any free trial or other promotion that provides Registered User level access to the Services must be used within the specified time of the trial. Unless otherwise noted in the applicable offer description, at the end of the trial period, your use of that Service will expire and any further use of the Service is prohibited unless you pay the applicable subscription fee. If you are inadvertently charged for a subscription, please contact Company to have the charges reversed.

10. COPYRIGHT POLICY

Company respects the intellectual property rights of others and asks that users of our Company Properties do the same. In connection with our Company Properties, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Company Properties who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Company Properties, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

1. your physical or electronic signature;
2. identification of the copyrighted work(s) that you claim to have been infringed;
3. identification of the material on our Services that you claim is infringing and that you request us to remove;
4. sufficient information to permit us to locate such material;
5. your address, telephone number, and e-mail address;
6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

11. TERM AND TERMINATION

11.1 Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Company Properties, unless terminated earlier in accordance with the Terms.

11.2 Prior Use. Notwithstanding the foregoing, if you used Company Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used Company Properties (whichever is earlier) and will remain in full force and effect while you use Company Properties, unless earlier terminated in accordance with the Terms.

11.3 Termination of Services by Company. We may suspend or terminate your rights to use the Company Properties (including your Account) at any time if (a) you breach any of your obligations under this agreement, including, without limitation, your payment obligations or the Acceptable Use Policy in Section 4.5, (b) you violate any applicable law, rule or regulation, (c) Company is required to do so by law (e.g., where the provision of the Website, the Application, the Software or the Services is, or becomes, unlawful) or (d) we determine that for any reason, in our discretion, that your use of the Company Properties will cause substantial harm to Company or any of its affiliates, licensors, or other users. You agree that Company shall not be liable to you or any third party for any termination of your Account.

11.4 Termination of Services by You. If you want to terminate the Services provided by Company, you may do so by (a) notifying Company at any time and (b) closing your Account for all of the Services that you use. Your notice must be sent, in writing, to Company’s address set forth below in Section 12.10. THE SERVICES WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 8.6.

11.5 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services may also include deletion of your password and all related information, files and Content associated with your Account (or any part thereof), including Your User Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of your User Content associated therewith from our live databases. Company will not have any liability whatsoever to you for any suspension or termination, including for deletion of Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services and your access to the Company Services, including without limitation, ownership provisions, User Content licenses, warranty disclaimers, indemnification obligations, all provisions relating to dispute resolution and arbitration, governing law and limitations of liability.

11.6 No Subsequent Registration. If your registration(s) with or ability to access Company Properties is discontinued by Company due to your violation of any portion of the Terms, then you agree that you shall not attempt to re-register with or access Company Properties through use of a different user name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Company Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

12. GENERAL

12.1 Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by posting notice of the changes on our Company Properties. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Unless otherwise stated on the Company Properties or applicable notice, any changes to these Terms will be effective upon posting of the changes on our Company Properties. Your continued use of our Company Properties following posting of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the amended Terms.

12.2 Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

1. Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with these Terms or the use, operation, marketing or advertising of the Company Properties that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of Services or goods provided under the Terms.
2. Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: Clerk Chat Inc., 2 Embarcadero Ctr. Floor 8, San Francisco, CA 94121. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
3. Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Arbitration shall be initiated through JAMS, an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at JAMS; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at JAMS. JAMS’s rules are also available at JAMS or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes in which the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the ADR Provider’s Rules. Any hearing will be held in a location within San Francisco County, California unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
4. Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
5. Time Limits. If you or the Company pursues arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under ADR Provider’s Rules for the pertinent claim.
6. Authority of Arbitrator. If arbitration is initiated, the arbitrator, and not any court or agency, will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the ADR Provider’s rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.
7. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes subject to arbitration hereunder shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than proceedings in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
8. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding anything to the contrary herein, in the event that the foregoing sentence is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor we shall be entitled to arbitration of such claim or dispute and instead the applicable claim or dispute shall be resolved in a court as set forth in Section 12.2(p).
9. Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
10. Severability. Subject to Section 12.2(h), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
11. Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
12. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.
13. Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.
14. Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
15. Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
16. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court (other than a small claims court), the parties hereby agree that all applicable claims and disputes shall be litigated exclusively in the state courts located within San Francisco County, California, or the federal courts located in the Northern District of California, and the parties hereby agree to submit to the personal jurisdiction of such courts for purposes such litigation.
17. Modifications. Notwithstanding any provision in the Terms to the contrary, the parties agree that if the Company makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) of which you had already provided notice to us.

12.3 Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by law.

12.4 Consumer Complaints. Company is located at the address in Section 12.10. If you are a consumer and a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

12.5 Consent to Receive Calls, Texts and Other Electronic Communications. The communications between you and Company use electronic means, whether you use the Company Properties or send us emails or text messages, or whether Company posts notices on the Company Properties or communicates with you via email, text messages or other electronic means. By agreeing to these Terms, you provide your express written consent for the Company and its representatives to contact you at any time using any telephone number or email address you provide or associate with your account via text messages, phone calls, or e-mails for any matters relating to your account or your use of the Company Properties. You further agree that the Company may use automatic telephone dialing systems and/or prerecorded or artificial voice message for purposes of such communications. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if set forth in a hardcopy writing. The foregoing does not affect your non-waivable rights.

12.6 Entire Terms; Assignments. These Terms constitute the entire agreement between you and us regarding the use of the Company Properties. Failure by either party to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” Subject to Section 12.2(h), if any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

12.7 Governing Law. THESE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW OR OTHER PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT.

12.8 Copyright/Trademark Information. Copyright © 2024 Clerk Chat Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Company Properties are our property or the property of third party owners. You are not permitted to use these Marks without our prior written consent or the consent of their respective owners.

12.9 Company contact information is as follows:

Address: Clerk Chat Inc., 2 Embarcadero Ctr. Floor 8, San Francisco, CA 94111

Telephone: 888-572-5375

Email: support@clerk.chat