CLIENT CONNECT SERVICES LLC LICENSE AGREEMENT & TERMS OF SERVICE
Last Updated: September 10th, 2024
This License Agreement and Terms and Service (the “Terms”) is entered into between Client Connect Services LLC (“Client Connect”) and you (Client”) for use of the Client Connect software, a white label of the
HighLevel software (“Software”) and effective as of the date of signature of both parties. Client Connect is a reseller of the HighLevel software . In addition to the provisions of this License Agreement and Terms of Service,
Client is required to be in compliance with HighLevel’s Terms of Service, Privacy Policy and Privacy and Security Policy . Failure to comply could result in loss of access to the Client Connect software without
notice.
IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS THE SOFTWARE OR ACCEPT THIS AGREEMENT IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE SOFTWARE. THIS
AGREEMENT REQUIRES THE USE OF ARBITRATION (SECTION 16) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
1. ACCOUNTS 1.1 Account Creation.
In order to use the
Software, you must register for an account Account and provide certain information about yourself as prompted by the account registration form. You represent and warrant that:(a)all required registration information you submit is truthful and accurate and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Client Connect website. Client Connect may suspend or terminate your Account in accordance with Sections 3 and 4.
1.2 Account Responsibilities.
You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Client Connect of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Client Connect cannot and will not be liable for any loss or damage
arising from your failure to comply with the above requirements.
2. PURPOSE AND CONSENT TO BE BOUND
This Agreement describes the terms governing Client’s use of the HighLevel software including content, updates and new releases
(collectively, the “Software”) and gives Client certain rights and responsibilities, as more fully described herein. The “Agreement” includes by reference:
• These Terms;
• The
Privacy Policy
available on the
Client
Connect website;
• Additional Terms and Conditions for the Software,
including any licenses, terms of service or other terms of use from third
parties offered in connection with the Software; and
• Any terms provided separately to Client for the Software,
including for example, Client Connect website or email product or program
terms, ordering, activation, pricing and payment terms, where applicable.
By clicking “I AGREE” on the payment page of Client Connect
indicating electronic acceptance, accessing, or using the Software, Client
agrees to these terms. If Client does not agree, then do not click “I AGREE”
and do not access or use the Software.
3. LICENSE GRANT AND RESTRICTIONS 3.1 Limited License.
The Software is protected
by copyright, trade secret, and other intellectual property laws. Client is
expressly granted certain limited rights to use the Software, and all rights in
the Software not expressly granted to Client in writing are reserved. While
Client meets its payment obligations and complies with all terms of this
Agreement, Client Connect grants Client a personal, nonexclusive,
nontransferable, revocable, limited license to use the Software only for the
period and type of use as set forth in this Agreement .
3.2 Restrictions.
Client acknowledges the
Software is licensed, not sold. Client will not use the Software in a manner
that violates any applicable law, regulation or this Agreement. For example,
unless authorized by Client Connect, in writing, Client will not:
• Provide access to or give the Software or any part of the
Software to any third party;
• Reproduce, duplicate, copy, deconstruct, reverse-engineer,
sell, trade or resell the Software;
• Transfer Client’s license to the Software to any other;
• Permit any third party to benefit from the use or
functionality of the Software via a rental, lease, timesharing, service bureau,
hosting service, or other arrangement; or
• Upload, host, use or access the Software via a
timesharing, service bureau, virtualization, application hosting or other
remote access arrangement.
If Client violates these terms, this Agreement and Client’s
license to use the Software may be immediately terminated without Notice by Client
Connect in its sole discretion.
3.3 Modification.
Client Connect reserves the
right, at any time, to modify, suspend, or discontinue Client’s license to use
the Software (in whole or in part) with or without notice to you. You agree
that Client Connect will not be liable to you or to any third party for any
modification, suspension, or discontinuation of the license or any part
thereof.
3.4 No Maintenance Provided.
You acknowledge and
agree that you are purchasing access to the software as is. Client Connect will
have no obligation to provide you with maintenance in connection with the
Software[LG12] .
4. PAYMENT METHOD, CANCELLATIONS, REFUNDS, AUTO-RENEWAL, OPTIONAL FEE-BASE FEATURE USAGE, and TRANSFERS 4.1 Subscription Terms.
Client Connect is a
software-as-a-service (“SaaS”) product licensed on a subscription basis. The
following terms apply, unless Client Connect notifies Client otherwise:
a. Client’s purchase of
the subscription is not contingent on the delivery of any future functionality
or features, or dependent on any verbal or written public comments made by Client
Connect, the software developer or owner, or any third-party regarding the
Software’s future functionality or features.
b. Payments will be billed and
paid in U.S. dollars
c. Client’s account will
be billed on a monthly or annual basis starting when Client subscribes and
provides payment information according to the payment terms on the Client
Connect website for the Software at the time Client subscribed, unless stated
otherwise in Client’s Client Services Agreement, if applicable.
d. The fee Client Connect
charges for Client’s subscription does not include any taxes, government
assessments of any nature, levies or duties including: sales tax, value-added
tax, use or withholding taxes, assessable by any jurisdiction. Client is
responsible for paying all taxes associated with Client’s purchases. If Client
Connect has the legal obligation to pay or collect taxes for which Client is
responsible, Client Connect add these additional amounts to Client’s invoices
and Client will pay those amounts unless Client provides Client Connect with a
valid tax or other exemption certificate authorized by the appropriate taxing
or other authority.
4.2 Payment Method.
Client’s subscription must
be paid with a valid debit or credit card acceptable to Client Connect pursuant
to a preauthorization agreement. Client’s credit card information is managed in
a secure, encrypted environment (Level 1 PCI compliant, managed using multi
encrypted keys and does not have ability to connect to the internet). Client
Connect only has access to the last Client Connect’s digits and will be used
for billing account verification only. Should payment processing be unsuccessful
on the first attempt, Client Connect will process the scheduled payment each
day for the subsequent 3 days. Any payment declines not resolved within this
4-day time frame will incur a collection fee of $75.00.
4.3 Cancellations
Client must provide Client Connect with notice of Client’s
intent to cancel a minimum of 21-days before the end of the subscription period.
Cancellation request must be made via email to [email protected]. Client
Connect may immediately terminate access to services if Client’s payment method
is declined, or if there are any settlement failures.
4.4 Refunds
Once Client makes their first payment (i.e., monthly or
annually) there are no refunds during that subscription period (1 year) as the
number of user subscriptions/licenses purchased for a set term cannot be
decreased during the relevant subscription/license term. As a result, Client
Connect does not provide prorated refunds during a payment period and Client
will be billed through the remainder of the payment period. Any attempt to
cancel the Agreement during a term will be deemed a default.
4.5 Auto-renewal
Client’s subscription automatically renews at the end of
each subscription term (annual), the current rate, as required for Client to
maintain access to Client Connect, unless Client’s subscription to the service
is cancelled or terminated under the terms of this Agreement. If Client’s
payment and registration information is not accurate, current and complete, and
Client do not notify us promptly when such information changes, Client Connect
may immediately suspend or terminate Client’s account, terminate Client’s
license and refuse any further use of the Software.
4.6 Optional Fee-based Feature Usage Charges
Client
Connect’s product includes features that are at the Client’s discretion and
include an additional usage-based fee. These features include but are not
limited to Yext, WordPress Hosting, Content AI, Conversation AI, Premium Tasks,
Workflow AI, Business Phone & Texting, and WhatsApp. Refer to this page for
the latest details of features and fees. Client is charged a credit and the
usage is deducted from the credit until the low balance amount is hit at which
time the credit is reloaded. Upon cancellation, the remaining credit is not
refunded.
5. THIRD-PARTY LINKS & ADS; OTHER USERS 5.1 Third-Party Links & Ads.
The Software
may contain links to third-party websites and services, and/or display
advertisements for third parties (collectively, “
Third-Party Links & Ads
”).
Such Third-Party Links & Ads are not under the control of Client Connect,
and Client Connect is not responsible for any Third-Party Links & Ads. Client
Connect provides access to these Third-Party Links & Ads only as a
convenience to you, and does not review, approve, monitor, endorse, warrant, or
make any representations with respect to Third-Party Links & Ads. You use
all Third-Party Links & Ads at your own risk and should apply a suitable
level of caution and discretion in doing so. When you click on any of the Third
-Party Links & Ads, the applicable third party’s terms and policies apply,
including the third party’s privacy and data gathering practices. You should
make whatever investigation you feel necessary or appropriate before proceeding
with any transaction in connection with such Third-Party Links & Ads.
5.2 Other Users.
Your interactions with other
Services users are solely between you and such users. You agree that Client
Connect will not be responsible for any loss or damage incurred as the result
of any such interactions. If there is a dispute between you and any Services
user, we are under no obligation to become involved.
5.3 Release.
You hereby release and forever
discharge Client Connect (and our officers, employees, agents, successors, and
assigns) from, and hereby waive and relinquish, each and every past,
presentandfuturedispute,claim,controversy,demand,right,obligation,liability,actionandcauseofaction
of every kind and nature (including personal injuries, death, and property
damage), that has arisen or arises directly or indirectly out of, or that
relates directly or indirectly to, the Services (including any interactions
with, or act or omission of, other Services users or any Third-Party Links
& Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL
CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.”
6. CLIENT’S PRIVACY AND PERSONAL INFORMATION.
Client can view Client Connect’s
Privacy Policy
on
its website (
clientconnectservices.com/legal
).
Client is bound this Privacy Statement, subject to change in accordance with
its terms, and as amended from time-to-time. Client acknowledges the Client
Connect is maintaining Client’s data according to the Privacy Statement, as
part of the Software.
7. CONTENT
Client is solely responsible for Client’s content. Client is
legally responsible for all information, data, text, software, music, sound,
photographs, graphics, video, messages or other materials (‘Content’) uploaded,
posted or stored through Client’s use of the Software. Client will not use the
Software for any illegal purpose or in violation of any applicable local,
state, federal or international law. Client is encouraged to archive Client’s
Content regularly and frequently. Client is solely responsible for any Content
that may be lost or unrecoverable through Client’s use of the Software. Client
will not use the Software to share, store, or in any way distribute data that
is not in accordance with the law. Any users suspected of having information
which involves fraud, embezzlement, money laundering, insider trading,
pornography, child pornography, human trafficking, support for terrorism, or
any other activity proscribed by law will have their accounts terminated, and
may have their financial data erased, and they also may be reported to law
enforcement officials in the appropriate jurisdictions. Client Connect is not
responsible for the Content or data Client provide through Client’s use of the
Software.
Client will not use the Software to upload, post,
distribute, link to, publish, reproduce, engage in or transmit any of the
following, including but not limited to:
(a) Illegal, fraudulent, libelous, defamatory, obscene,
pornographic, profane, threatening, abusive, hateful, harassing, offensive,
inappropriate or objectionable information or communications of any kind,
including without limitation conduct that would encourage or constitute an
attack on others, or criminal or civil liability under any local, state,
federal or foreign law;
(b) Content or data that would impersonate someone else or
falsely represent Client’s identity or qualifications, or that constitutes a
breach of any individual’s privacy, including posting images about children or
any third party without their consent (or a parent’s consent in the case of a
minor);
(c) Except as otherwise permitted by Client Connect in
writing, unsolicited commercial communications, such as, advertisements,
solicitations, investment opportunities, chain letters, pyramid schemes, other
unsolicited commercial communication or engage in spamming or flooding;
(d) Virus, trojan horse, worm or other disruptive or harmful
software or data; an
(e) Any information, software or Content which is not
legally Client’s and may be protected by copyright or other proprietary right,
or derivative works, without permission from the copyright owner or
intellectual property rights owner.
8. INTELLECTUAL PROPERTY AND TERMS THAT APPLY TO YOUR COURSE AND COMMUNITY DATA
In operating Client Connect, it's important for us to make
it clear who owns what and who's responsible for what within the course and
community data. You acknowledge that all the intellectual property rights,
including copyrights, patents, trademarks, and trade secrets, in the Software
and its content are owned by HighLevel, Client Connect or Client Connect
suppliers. Neither this Agreement (nor your access to the Software) transfers
to you or any third party any right, title, or interest in or to such intellectual
property rights, except for the limited access rights expressly set forth in
Section 3. Client Connect and its suppliers reserve all rights not granted in
this Agreement. There are no implied licenses granted under this Agreement.
8.1 What You Own
Any data, information or material originated by you that you
upload or otherwise transmit through Client Connect, including Creator Content,
(“User Content”) is and remains Yours. Client Connect does not claim any
intellectual property rights over User Content by virtue of Your use of Client
Connect.
By uploading User Content to Client Connect:
1. Client Connect may review
User Content for any reason, including compliance with our Code of Conduct and
prohibited content requirements, but Client Connect has no obligation to review
anything that You upload.
2. You are uploading User
Content to the Client Connect at Your direction and Client Connect does not in
any way certify or provide approval or permission prior to You uploading User
Content.
3. You agree that by uploading
User Content to Client Connect, You are allowing Us to store Your User Content.
4. You agree to provide Client
Connect with all necessary licenses, including a worldwide, non-exclusive,
royalty-free, sublicensable and transferable license to use (e.g, to display or
transmit) User Content in furtherance of the Client Connect (In other words,
because You own Your Content, You have to give Us permission to display it, or
to use it for internal operational purposes, like storing it on Our servers).
5. You are responsible for and
own, or have the rights to use, all of Your User Content.
8.2 Content Free of Infringement of Any Third-Party Rights
1. You agree that Your User
Content and/or Posts do not infringe upon anyone else's intellectual property
rights and that You have secured or obtained or received all necessary rights
and permissions, as necessary, from any third parties who may own the content.
2. In plain language, this
means that if You're using someone else's work (including videos, text, charts,
powerpoints, etc.) in Your User Content or Posts, You've gotten the content
owner's permission to use it. You wouldn't want anyone selling any of Your User
Content without Your permission. If You are going to use something that You
didn't create, make sure You can demonstrate that You have the right to use it
before You make it a part of Your User Content.
8.3 Processing of Data by Creators
1. Creators are responsible
for protecting all personal information they provide to, or receive from, Client
Connect in connection with the use of Client Connect.
HighLevel’s Data Processing Agreement
("DPA") forms part of these Terms
and sets out Client Connect's and Creator's obligations with respect to the
processing of personal information. Creators agree to abide by the DPA when and
to the extent Data Protection Laws apply to a Creator's use of Client Connect
to process Student Data or Creator Data (as these terms are defined in the
DPA).
2. Creators are considered
controllers or "owners" of the personal information they collect from
and about Students. In addition to agreeing to the terms of the DPA, Creators
are also responsible for providing an appropriate privacy notice to their
Students, respecting their Students' privacy rights in accordance with
applicable law, and providing access to or deleting Students' personal
information if they request and as required by applicable law.
3. Creators are required to
have their own Terms of Use and Privacy Policy for your course and community
areas.
See this article for more information. 9. MARKETING CAMPAIGNS – EMAILS AND OTHER COMMUNICATIONS 9.1 Campaigns.
Client Connect provides Client
with the ability to create marketing campaigns. These campaigns allow Client to
schedule and send out emails and other forms of communication automatically. It
is Client’s responsibility to make sure that Client set up Client’s marketing
campaigns in the proper manner so that emails or other communication are sent
only to the intended recipients. Client Connect is not responsible for the
campaigns used, including the campaigns provided as examples. It is Client’s
responsibility to evaluate, test and confirm that all campaigns that Client
uses will provide their intended results and that Client’s campaigns contact
the correct users and do not send out spam. Client is solely responsible for
Client’s marketing campaigns and for an increase of clients and business or for
any loss of clients or loss of business.
9.2 Prohibition on Spam. Client Connect may not be used for the sending of unsolicited email messages or other forms of communication including but not limited to text messages and/or voice drops (“spam”).
Client is responsible for ensuring that Client’s use of Client
Connect does not generate a number of spam or other complaints in excess of
industry norms. Client Connect may terminate Client’s access to or use of the
Software if Client Connect determines that Client’s level of spam or other
complaints is higher than industry norms, as determined by Client Connect in
its sole discretion. As a matter of privacy, Client will not be provided with
information about those recipients who complain about Client’s use of the
Software or file a spam report against Client although Client will be provided
with a list of those individuals who opted-out from further communication.
9.3 Permission Required.
Client will only
import, access or otherwise use only contact lists in connection with the
Software for which all listed parties have consented to receive correspondence
from Client. It is not sufficient consent to receive email correspondence from
Client if a person or organization participates in a survey or registers for an
event, clicks “Like” on Client’s Facebook® page, or “follows” Client on
Twitter® or other social media platforms. If Client requests a recipient
confirm the Client has the recipient’s permission to send messages to that
recipient and the recipient has not responded or does not respond affirmatively
to such request for confirmation within 7 days, Client will not future messages
to that recipient. Client will not send messages through the Software to
distribution lists, newsgroups, publicly available press or media addresses, or
purchased email addresses.
9.4 Reserved Rights.
Client Connect reserve the
right without notice to take all measures of any nature (whether legal,
technical or otherwise) to prevent unsolicited bulk email or other unauthorized
email, messages or campaigns from entering, utilizing or remaining within Client
Connect network.
9.5 Messages
. In Client’s use of the Software, Client
will represent itself and its organization accurately and will not impersonate
any other person, whether actual or fictitious.
9.6 Client is the sole sender.
Client is the
sole or designated “sender” (as this term is defined in the CAN-SPAM Act of
2003 and any rules or regulations adopted under such act (the “CAN-SPAM Act”))
of any message sent by Client using the Software.
9.7 Email, text or other communication requirements.
For
any email, text or other communication type sent using the Software:
a. the “from” line will accurately and in a non-deceptive
manner identify Client’s organization, Client’s product or Client’s service,
b. the “subject or content” line will not contain any
deceptive or misleading content regarding the overall subject matter of the
message, and
c. for emails: Client will include Client’s valid physical
address, which, if Client are located in the United States, may be a valid post
office box, meeting the registration requirements established by the United
States Postal Service.
d. Opt-out.
Will contain a compliant “opt-out” link or keyword like STOP that allows subscribers to remove themselves from Client’s email or text contact list.
Client will not remove, disable or
attempt to remove or disable the opt-out option.
9.8 Processing of Opt-outs.
Client shall monitor
and process opt-out requests received by Client directly and update the email
addresses, text messages, etc. to which messages are sent through the Software.
Client cannot charge a fee, require the recipient give Client any personally
identifying information beyond an email address, or make the recipient take any
step other than sending a reply email or visiting a single page on an Internet Client
Connect website as a condition for honoring an unsubscribe request. As required
under the CAN-SPAM Act and other applicable laws, Client acknowledges that
Client is responsible for maintaining and honoring the list of unsubscribe
requests following termination of Client’s Client Connect account and this
Agreement.
10. COMMUNICATIONS AND NOTICE. 10.1 Notice to Client.
Client Connect may be
required by law to send Client communications about the Software or Third-Party
Products. Client agrees that Client Connect may send these communications to
Client via email or by posting them on Client Connect’s website. Client Connect
may also send business communications such as confirmations or notices, which
will be delivered to Client via email or posted on Client Connect website.
10.2 Client will maintain control of Client’s account and any passwords, and accept service updates
. Client is solely
responsible for securely managing Client’s passwords for access to the
Software. If Client becomes aware of any unauthorized access to Client’s
Software account, theft or loss of Client’s password, Client agrees to contact Client
Connect as soon as possible, but no later than 48 hours after discovering the
breach. The Software may periodically be updated with tools, utilities,
improvements, third-party applications, or general updates to improve and
enhance the features and performance of the Software.
10.3 Notice to Client Connect.
Where Client must
give Notice to Client Connect under this Agreement, Client will send Notice to
Worker Smarter at
[email protected] 11. DISCLAIMER OF WARRANTIES
11.1 CLIENT’S USE OF THE SOFTWARE AND CONTENT ACCESSIBLE
THROUGH THE SOFTWARE IS ENTIRELY AT CLIENT’S OWN RISK. EXCEPT AS DESCRIBED IN
THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, CLIENT CONNECT, ITS AFFILIATES, AND ITS THIRD
PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS
(COLLECTIVELY REFERRED TO AS, ‘SUPPLIERS’) DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING ANY WARRANTY THAT THE SOFTWARE IS FIT FOR A PARTICULAR
PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR
NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY,
RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SOFTWARE. CLIENT CONNECT
AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS SECURE,
FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. FURTHER, CLIENT
CONNECT DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE,
CONTENT OR DATA TRANSMITTED THROUGH THE SOFTWARE. IF THE EXCLUSIONS FOR IMPLIED
WARRANTIES DO NOT APPLY TO CLIENT, ANY IMPLIED WARRANTIES ARE LIMITED TO 30
DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS
SOONER.
11.2 CLIENT CONNECT, ITS AFFILIATES, AND SUPPLIERS DISCLAIM
ANY REPRESENTATIONS OR WARRANTIES THAT CLIENT’S USE OF THE SOFTWARE WILL
SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE
PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (“HIPAA”), THE GRAMM-LEACH-BLILEY
ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES
OR REGULATIONS. CLIENT ARE SOLELY RESPONSIBLE FOR ENSURING THAT CLIENT’S USE OF
THE SOFTWARE IS IN ACCORDANCE WITH APPLICABLE LAW.
11.3 Accuracy of disclosures.
Every effort has
been made to accurately represent the Software and its potential. Claims made
of other Client’s results will be verified upon request. These testimonials and
examples are not typical, represent exceptional results, don't apply to the average
purchaser and are not intended to and do not represent or guarantee that Client
will achieve the same or similar results. Each individual's success depends on
that individual’s background, dedication, desire to implement and motivation.
11.4. No Legal, Financial or Medical Advice Given.
Client
Connect is not qualified to and does not provide legal, tax, accounting,
financial or medical advice or any form of therapy. The information provided to
Client by Client Connect is not intended as legal, tax, accounting, financial
or medical advice or any form of therapy. Client should refer all legal, tax,
accounting, financial, medical and psychological inquiries to appropriately
qualified professionals.
11.5 Disclaimer of Guarantee.
Client is 100%
responsible for Client’s progress and results from using the Software. Client
Connect cannot control Client or Client’s use of the Software. Client Connect
makes no representations or guarantees verbally or in writing regarding its
performance of this Agreement other than those specifically enumerated in this
Agreement. Because of the nature of the Software and extent of Client’s use of
the Software results experienced by other clients vary significantly. Client acknowledges
this variance and Client’s responsibility for its results. Client Connect, its
affiliates and suppliers disclaim the implied warranties of titles,
merchantability, and fitness for a particular purpose.
12. LIMITATION OF LIABILITY AND INDEMNITY.
12.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE
ENTIRE LIABILITY OF CLIENT CONNECT, ITS AFFILIATES, EMPLOYEES, OFFICERS, OWNERS
AND DIRECTORS, AND SUPPLIERS (COLLECTIVELY “RELEASEES”) FOR ALL MATTERS OR
CLAIMS RELATING TO THIS AGREEMENT IS BE LIMITED TO THE AMOUNT CLIENT PAID FOR
THE SOFTWARE DURING THE TWO (2) MONTHS PRIOR TO THE ACCRUAL OF THE CLAIM.
SUBJECT TO APPLICABLE LAW, RELEASEES ARE NOT LIABLE FOR: (A) INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES
OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION,
SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE,
PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET CLIENT
CONNECT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF CLIENT
CONNECT, ITS AFFILIATES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF
THESE DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF RELEASEES AND
CLIENT’S EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND ITS USE.
12.2 CLIENT AGREES TO INDEMNIFY. DEFEND AND HOLD RELEASEES
HARMLESS FROM ANY AND ALL CLAIMS, LIABILITY AND EXPENSES, INCLUDING REASONABLE
ATTORNEYS’ FEES AND COSTS, ARISING OUT OF CLIENT’S USE OF THE SOFTWARE OR
BREACH OF THIS AGREEMENT (COLLECTIVELY REFERRED TO AS “CLAIMS”). RELEASEES
RESERVE THE RIGHT, IN THEIR SOLE DISCRETION, TO ASSUME THE EXCLUSIVE DEFENSE
AND CONTROL OF ANY CLAIMS. CLIENT AGREE TO REASONABLY COOPERATE AS REQUESTED BY
RELEASEES IN THE DEFENSE OF ANY CLAIMS.
12.3 Release Of Liability.
Client accepts all
risks, foreseeable or unforeseeable, arising from the Program. Client remises,
releases, acquits, and forever discharges the Releasees of and from all known
or unknown, existing or future claims including any claims for damages, interest,
penalties, legal fees and all other actions, third-party actions, causes of
action, or suits at law or in equity, including claims for contribution,
indemnity, negligence, or direct, indirect, incidental, special, punitive, consequential
or exemplary damages related to the use or misuse of Releasee’s services or the
Software, or because of any matter or thing done, omitted, or suffered to be
done, for or related to Client’s use of the Software or reliance upon the
information provided as part of the subscription. This release is made with
advice of counsel or after knowingly declining advice of counsel.
12.4 Limitation on time to bring claims.
All
claims against the Releasees on any theory of liability must be lodged with the
entity having jurisdiction within 6 months of the date the claim first accrues
or otherwise the claim will be forever barred.
13. CHANGES TO THIS AGREEMENT OR THE SOFTWARE.
Client
Connect reserves the right to change this Agreement from time-to-time upon
reasonable notice to Client, and the changes will be effective when posted on Client
Connect’s website for the Software or when Client Connect notifies Client by
other means. Client Connect may also change or discontinue the Software, in
whole or in part, including but not limited to, any feature or aspect of the
Software, Internet-based services, pricing, technical support options, and
other product-related policies. Client’s continued use of the Software after Client
Connect posts or otherwise notifies Client of any changes, indicates Client’s
agreement to these changes, including price increases.
14. TERMINATION.
Client Connect may immediately and without notice terminate
this Agreement or suspend or terminate the license to the Software if Client
fails to comply with these terms or if Client no longer agrees to receive
electronic communications. Upon any termination Client must immediately stop
using the Software and any outstanding payments will become due. Any
termination of services will not affect Client Connect’s rights to any payments
due to it. Other requirements regarding termination or cancellation of Client’s
license to the Software may apply.
Section 4 will survive and remain
in
effect even if the services are terminated or this Agreement is terminated,
canceled or rescinded.
15. GOVERNING LAW.
This Agreement will be governed by, construed, and enforced
in accordance with the laws of the Commonwealth of Virginia regardless of the
site of services. The parties hereto further agree that any action brought to
enforce any right or obligation under this Agreement will be subject to the
exclusive jurisdiction of the courts of Loudoun County, Virginia.
16. DISPUTE RESOLUTION AND WAIVER OF JURY. 16.1. ARBITRATION OF DISPUTES OVER $25,000. PLEASE READ THIS ARBITRATION AGREEMENT CAREFULLY. IT IS PART OF YOUR CONTRACT WITH CLIENT CONNECT AND AFFECTS YOUR RIGHTS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Any controversy or dispute arising out of or related to this
Agreement more than $25,000 or that seeks non-monetary relief, is subject to
mediation as a condition precedent to any further action. If mediation does not
resolve the issue, the parties agreed to binding arbitration of the remaining
issues.
Mediation or Arbitration proceedings may be initiated by any
Party upon notice to the other Party and to the McCammon Group, or any group
the parties mutually agree to thereto ("Association"), or any other
comparable group upon which the Parties agree. Arbitration proceedings will be
conducted by an arbitrator under the Commercial Arbitration Rules of the
American Arbitration Association or other rules adopted by the Association. The
Notice of Arbitration must specify all alleged disputes or claims. The Arbitration
will be conducted in the Commonwealth of Virginia, Arlington County. The
arbitrator will be selected from a list of arbitrators proposed by the
Association or such other procedures as adopted by the Association or other
arbitrator acceptable to the Parties and may be an attorney licensed to
practice law. If the Parties fail to agree upon the selection of arbitrator
within fifteen (15) days after delivery to each Party of the list as proposed
by the Association, then at the request of any Party, the arbitrator will be
selected at the discretion of the Association. The Parties will each initially
bear their costs and expenses of the arbitration proceedings. Judgment on the
award of the arbitrators may be entered in any court of competent jurisdiction,
under Virginia law.
If a breach occurs or threatened breach by either party of
the provisions of this Agreement, the parties consent and agree that the
non-breaching party is entitled to seek, in addition to other available
remedies, a temporary or permanent injunction or other equitable relief against
the breach or threatened breach from any court of competent jurisdiction,
without the necessity of showing any actual damages or that money damages would
not afford an adequate remedy, and without the necessity of posting any bond or
other security. These remedies are in addition to, not in lieu of, legal
remedies, monetary damages, or other forms of relief. Nothing in this Agreement
or this Section VII, will be deemed to prohibit a party from suing in a
Arlington County, Virginia court to obtain injunctive relief, record the
arbitration award as a judgment, and to pursue collection actions.
16.2 The parties waive all rights to a trial by jury in any action, counterclaim, or proceeding based upon, or related to, the subject of this Agreement.
This waiver applies to all claims against all
parties to the actions or proceedings, including individuals or entities who
are not parties to this Agreement. This waiver is knowingly, intentionally, and
voluntarily made by the parties and each acknowledges that neither the other
parties hereto, nor any person acting on their behalf has made any representations
of fact to induce this waiver of trial by jury or to modify or nullify its
effect. The parties have read and understand the meaning and ramifications of
this waiver provision.
16.3 The termination of this Agreement does not release either party from any obligations under this Section 16. 16.4 Time Limits
.
If you or Client Connect pursue 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 the
Arbitration Rules for the pertinent claim.
16.5 Authority of Arbitrator.
If arbitration is
initiated, the arbitrator will decide the rights and liabilities, if any, of
you and Client Connect 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 Arbitration 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 Client Connect.
16.6 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
shall be resolved by arbitration under this Arbitration Agreement. Arbitration
procedures are typically more limited, more efficient, and less costly than
rules applicable in a court and are subject to very limited review by a court.
In the event any litigation should arise between you and Client Connect in any
state or federal court in a suit to vacate or enforce an arbitration award or
otherwise, YOU AND CLIENT CONNECT WAIVE ALL RIGHTS TO A JURY TRIAL, instead
electing that the dispute be resolved by a judge.
16.7 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.
16.8 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.
16.9 Severability.
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.
16.10 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.
16.11 Survival of Agreement.
This Arbitration
Agreement will survive the termination of your relationship with Tactical Edge.
16.12 Small Claims Court.
Notwithstanding the
foregoing, either you or Client Connect may bring an individual action in small
claims court.
16.3 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 ligations under this Arbitration Agreement.
16.4 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.
16.15 Courts.
In any circumstance where the
foregoing Arbitration Agreement permits the parties to litigate in court, the
parties hereby agree to submit to the personal jurisdiction of the courts
located within Arlington County, Virginia, for such purpose.
17. GENERAL. 17.1 Disclosures.
Client Connect is located at
the address in Section 10.3. If you are 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 1-800-952-5210.
17.2 Electronic Communications.
The
communications between you and Client Connect use electronic means, whether you
use the Software or send us emails, or whether Client Connect posts notices on
the Website or communicates with you via email. For contractual purposes, you
(a) consent to receive communications from Client Connect in an electronic
form; and (b) agree that all terms and conditions, agreements, notices,
disclosures, and other communications that Client Connect provides to you
electronically satisfy any legal requirement that such communications would
satisfy if it were in a hardcopy writing. By creating an account you consent to
receive newsletters, marketing materials, and promotional information from Client
Connect. You may opt out of receiving marketing communications by clicking the
unsubscribe link provided in our emails. However, we may still send you
administrative messages related to updates to this Agreement and Conditions,
changes in functionality to the App, the Privacy Policy, or any of our services
you have subscribed to even after you have opted out of receiving marketing
communications. The foregoing does not affect your non-waivable rights.
17.3 No Waiver.
No delay or failure by either
party to exercise any right hereunder and no partial exercise of any such right
will constitute a waiver of that or any other right unless otherwise expressly
provided herein. Termination of this Agreement by either party is without
prejudice to pursuit of any rights or remedies under this Agreement.
17.4 Force Majeure.
No party will be liable or
responsible to the other party, or be deemed to have defaulted under or
breached this Agreement, for any failure or delay in fulfilling or performing
any term of this Agreement (except for any obligations to make payments to the
other party hereunder), when and to the extent such failure or delay is caused
by or results from acts beyond the affected party’s reasonable control,
including, without limitation: (a) acts of God and natural disasters; (b)
flood, fire, or explosion; (c) war, invasion, riot, or other civil unrest; (d)
actions, embargoes, or blockades in effect on or after the date of this
Agreement; (e) national or regional emergency, epidemics, pandemics or
government-mandated shut downs or closings; (f) strikes, labor stoppages, or
slowdowns or other industrial disturbances; (g) compliance with any law or
governmental order, rule, regulation, or direction, or any action taken by a
governmental or public authority, including but not limited to imposing an
embargo, export or import restriction, quota, or other restriction or
prohibition, or failing to grant a necessary license or consent; (h) shortage
of adequate power or telecommunications or transportation facilities; (i)
inability to secure labor; or (j) any other event that is beyond the reasonable
control of that party (each of the foregoing, a “Force Majeure Event”). If Client
Connect cannot provide Services due to a Force Majeure Event and it reasonably
believes the Force Majeure Event will continue for at least 30 days, then CM+F
may terminate the Agreement without penalty.
17.5 No Third Party Benefit or Remedy.
This Agreement is for the sole benefit of the parties hereto
and their respective successors, except as noted in the Indemnification
provision, and permitted assigns and nothing herein, express or implied, is
intended to or shall confer upon any other third party any legal or equitable
right, benefit, or remedy of any nature whatsoever, under or by reason of this
Agreement.
17.6 The Parties’ rights under this Agreement are cumulative
and will not be construed to limit other remedies unless those remedies are
precluded as a matter of law.
17.7 In the event of any breach of this Agreement and action
for enforcement hereof, the prevailing party will recover from the other party
all costs, and expenses including reasonable attorney’s fees reasonably, with
interest at 15% per annum on all amounts deemed due and owing (including costs,
expenses and attorney’s fees), which interest accrues from the date of the
claim until fully paid. Any judgment or award will to the extent allowed by law
contain a provision for the recovery of any subsequently incurred costs,
expenses and actual attorney’s fees arising out of the collection of the
judgment or award. The termination of this Agreement does not release Client
from any obligations under this Section
14.4 of the Terms.
17.8. Option for Legal Counsel.
The Parties acknowledge that the terms of this Agreement
arose from negotiations and discussions between the Parties, each of whom were
or had the option to be represented by legal counsel. Accordingly, no claimed
ambiguity in this Agreement shall be construed against either Party claimed to
have drafted or proposed the language in question, and any court reviewing this
Agreement shall treat its language as if it had been chosen by both Parties.
17.9 Headings.
The headings in this Agreement are for convenience of
reference only and have no legal meaning, force or effect. The Recitals,
however, are incorporated as a substantive part of this Agreement.
17.10 Counterparts.
This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall be deemed to
be one and the same agreement. A signed copy of this Agreement delivered by
e-mail or other means of electronic transmission shall be deemed to have the
same legal effect as delivery of an original signed copy of this Agreement.
17.11 Fully Negotiated Agreement.
Both parties to this Agreement have been represented by
counsel or have had an opportunity to be represented and all provisions of this
Agreement have been fully negotiated. No provision will be interpreted against
either party merely because that provision was drafted by the party or its
counsel. 17.12 Entire Agreement.
This Agreement, as defined herein is the entire agreement
between Client and Client Connect and replaces all prior understandings,
communications and agreements, oral or written, regarding its subject matter.
This Agreement may be modified only by a written amendment signed by the
parties or as provided in this Agreement in Section 13 above.
17.13 Severability.
All provisions of this Agreement will be applicable only to
the extent that they do not violate any applicable law and are intended to be
limited to the extent necessary so that they will not render this Agreement
invalid, illegal or unenforceable under any applicable law. If any provision,
clause, terms, or words of this Agreement or any application thereof will be
held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of other provisions, clauses, terms or words of this Agreement
or of any other application of such provision will in no way be affected
thereby.
17.14 Assignment Void. Any assignment or transfer of this Agreement in violation of this Section is void. Client will not assign this Agreement without Client Connect’s prior written consent. Client Connect may assign or transfer this Agreement, without Client’s consent. to: (a) an affiliate, (b) another company through a sale of Client Connect’s assets or membership interests, or (c) a successor by merger.