These Terms of Use (the “Terms”) are entered into by and between you and Clientrol, (“Clientrol” or “we”). These Terms govern your use of the Clientrol Web-based software application (the “Service”). You and Clientrol agree as follows: 1. The Service. Clientrol will use commercially reasonable efforts to provide the Service to you 24 hours a day, 7 days a week. You agree and acknowledge that from time to time the Service may be inaccessible or inoperable for any reason, including without limitation, equipment malfunction, periodic maintenance procedures or repairs that Clientrol may undertake from time to time or any causes beyond the control of Clientrol. In addition, Clientrol may, in its sole discretion, discontinue the Service at any time without liability and/or notice to you. 2. Your Account. You will need to create an account in order to use the Service. You are solely responsible for the activity that occurs on your account so you must keep your account password secure. In other words, you may be liable to Clientrol or others as a result of any unauthorized use of your account. Thus, it is your responsibility to notify Clientrol immediately of any breach of security or unauthorized use of your account. We will not be liable for losses caused by any unauthorized use of your account. You may not, under any circumstances, use another’s account without permission. Clientrol reserves the right to terminate your account at any time for any reason or no reason at all. Each person or entity may only maintain one account per email address. 3. Access to the Service. a. Paid Service. We offer a paid version of the Service. We will provide you access to the paid version of the Service with the first 14 days free after you create an account (the “Paid Service”). After registering an account, in order to receive the Paid Service you must provide us with a valid credit card or debit card. During the free trial period, after inputting your valid credit or debit card, your payment method (i.e., credit card or debit card) will be authorized for up to approximately five dollars. In some instances, your available balance or credit limit may be reduced to reflect the authorization; however, no charge will be made against the payment method. This authorization is simply to confirm that you have provided us with a valid payment method. WE WILL NOT CHARGE YOU FOR THE PAID SERVICE UNLESS YOU FAIL TO CANCEL THE PAID SERVICE WITHIN THE FIRST 14 DAYS AFTER CREATING YOUR ACCOUNT. In other words, if you do not cancel the Paid Service within 14 days after creating your Paid Service account, you will be charged the monthly fee per the plan for every 14 days thereafter (“Monthly Payment”). We do not send monthly invoices, but you can review your transaction history and print invoices within your account. You authorize Clientrol to receive payment by credit card, debit card or PayPal account information for the initial and each subsequent Monthly Payment. You agree that no additional notice or consent is required before Clientrol charges your credit card, debit card or PayPal account information for each Monthly Payment. We offer a number of plans within the Paid Service. Once you have signed up for a plan, you may view the details of your specific plan by reviewing the “Subscription” section on the “Account” page. You may move among the various plans of the Paid Service at any time. We will automatically charge you a pro-rated Monthly Payment when you move among the various plans. We do not offer refunds for downgrades. Downgrading your Paid Service may cause the loss or partial loss of your account data and features. Clientrol assumes no liability associated with such loss. In addition, we will provide you with the option to pay for 12 months of the Paid Service after you have created your account. In other words, you can make a one-time payment for 12 months of the Paid Service. If you elect to make a one-time payment for 12 months of the Paid Service and you do not cancel your account within 12 months of creating it, you authorize Clientrol to receive payment by credit card or debit card for an additional 12 months at the then current annual rate. We may change the fees and charges in effect for the various plans or add new fees and charges from time to time, but we will give you advance notice of these changes by posting them on our website, blog, forum, and/or via email. You may cancel the Paid Service at any time by logging into your account and clicking on the “Account” link in menu that appears when you hover over your name in upper right corner and selecting “Cancel” under the “Subscription” section. There is a “Cancel subscription” link that must be clicked to get to the cancellation page. The Cancel Account screen confirms your request by asking for your password to prevent accidental cancellations and provides a cancellation confirmation. Please note that there are absolutely no refunds. In other words, you can cancel the Paid Service at any time but we will not provide you with a refund under any circumstances. It is your sole responsibility to manage your account at all times, including your plans and cancellation of your account, if necessary. Everything under and within your account will be deleted immediately upon cancellation (this includes all content, files, contacts, data, etc.). This information is permanently deleted and cannot be restored. If you cancel the Paid Service before your next Monthly Payment, you will not be charged again. If we cannot process the Monthly Payment with the credit card or debit card on file for any reason we will immediately suspend your account and your use of the Paid Service. If you do not provide us with a credit card or debit card with sufficient funds to pay the Monthly Payment within 30 days after your account is suspended, your account and all associated data will be deleted. Late Payments bear interest at the rate of 1.5% per month or the highest rate permitted by law. All payments pursuant to this Agreement shall be in United States Dollars. b. The Free Service. You do not need to input your credit card in order to access the free version of the Service for 14 days (the “Trial Period”). You may upgrade to the Paid Service at any time during the Trial Period by selecting a plan under “Subscription” from the “Account” page and selecting a plan. In order to upgrade to the Paid Service, you must input a valid credit card or debit card. If you upgrade your plan to a Paid Service during the Trial Period, you will not be charged until the Trial Period has ended. We will then charge you a Monthly Payment for each 30 day period thereafter until you cancel the Paid Service. If you do not enter your credit card or debit card details, your account will automatically be converted to the free personal plan after the free Trial period. 4. Representations and Warranties. You represent and warrant that (a) you are at least 18 years of age; (b) you have the full right, power and authority to enter into this agreement; (c) by entering into this agreement you are not breaching any duty or obligation to any third party; (d) the person executing the agreement is your duly authorized representative and authorized to bind you to the terms herein; (e) your use of the Service will comply with applicable law and will not infringe any intellectual property, contract or tort right of any third party or post any material that is abusive, obscene, defamatory, harassing, grossly offensive, vulgar, threatening, misleading, false or malicious and which may reflect poorly on or tarnishes the reputation or goodwill of Clientrol; (f) your materials posted to the website do not contain any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; and (g) you will not engage in, or cause others to engage in, spamming or improper malicious, fraudulent, automated inquiries, conversions or other actions. Breach of any of the above representation and warranties may result in immediate termination or suspension of your use of the Service without notice, as well as legal penalties. 5. Content and Data. Clientrol has no intellectual property rights in the content and data you upload to the Service. Once you make this content available to others on the Service, you allow them to view and share your content with others. Clientrol will not screen content posted to the Service, but Clientrol retains the right to remove any content from the Service. The layout, all design elements (including icons) and functionality of the Service are owned by Clientrol. You may not duplicate, copy or reuse any portion of the programming code, including but not limited to HTML, CSS, Javascript, and Sequel code, or visual design elements without the express, written permission of Clientrol. Clientrol works in all major modern browsers, including Internet Explorer 7+, Safari 3+, and FireFox 2+. Clientrol does not work in older browsers, including Internet Explorer 6. Users will not be allowed to login using outdated browsers. Clientrol is not liable for any user who cannot access the system due to browser incompatibilities. 6. Disclaimer; Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, Clientrol DISCLAIMS ALL WARRANTIES, IMPLIED OR EXPRESS, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Clientrol DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES Clientrol MAKE ANY WARRANTY AS TO THE PERFORMANCE OF ANY RESULTS THAT MAY BE OBTAINED BY YOUR USE OF THE SERVICE. IN NO EVENT SHALL Clientrol BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST REVENUE, INTEREST, GOODWILL, LOST DATA, ANY WEBSITE OR NETWORK DOWNTIME, COST OF PROCURING SUBSTITUTE SERVICES OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER ARISING, THAT ARE RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT OR NEGLIGENCE, OR ANY LEGAL THEORY EVEN IF Clientrol HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT OF ANY BREACH OF THIS AGREEMENT BY Clientrol, Clientrol’S LIABILITY TO YOU WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID Clientrol PURSUANT TO THIS AGREEMENT. 7. Indemnification. You agree to indemnify, hold harmless and defend Clientrol and its partners, directors, officers, employees and agents from any liability, loss, damages, claims or causes of action, including reasonable attorneys fees arising from or relating to any allegation that you engaged in conduct, if true would breach your warranties and/or obligations under these Terms. 8. Relationship; Assignment; Severability. These Terms do not create an agency, partnership, joint venture or any other similar relationship. You may not assign or delegate any or all of your rights, obligations and duties under these Terms without the prior written consent of Clientrol, which may be withheld in Clientrol’s sole discretion. If any clause or provision in these Terms is determined to be invalid or unenforceable, it will not affect the validity of any other clause or provision these Terms, which will remain in full force and effect. 9. The API (Application Program Interface). The API gives you access to your Clientrol data and use of the API is bound by the terms of this agreement plus the following terms outlined here. Clientrol reserves the right to suspend or terminate your access to your Clientrol account and/or the API if excessive requests are made via the API. Clientrol reserves the right to determine what constitutes abuse or excessive use of the API. Clientrol reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice. For any applications developed using the Clientrol API that collect any personally identifiable information, must ensure it is collected, transmitted, processed, maintained and used in compliance with all applicable laws and your application must include a publicly available privacy policy. You must comply with these terms and follow appropriate measure to protect all Clientrol data. Clientrol is NOT RESPONSIBLE for providing support for users of your Clientrol API app. You may reference the Clientrol name and/or logo in your apps, but your app’s name cannot include the word Clientrol or be similar to Clientrol in either sound or spelling. Clientrol must always be spelled Clientrol with a capital P, one t, and lower case t. Your logo may not incorporate any part of the Clientrol logo and must be clearly different from our logo. You may not at any time, without expressed written consent, imply there is a partnership with Clientrol or that Clientrol endorses your app. The Clientrol logo may never be modified when used in your marketing material or when referenced on your website, in your app, or elsewhere. Any data accessed through the API must follow strict security and privacy guidelines and is no longer protected by the Clientrol Terms and Privacy Policy. You must agree to Clientrol Terms and Privacy policy before allowing your account to be accessed with our API. 10. Miscellaneous. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE SHALL BE LITIGATED EXCLUSIVELY IN THE COURTS OF THE REPUBLIC OF IRELAND AND YOU CONSENT TO PERSONAL JURISDICTION IN SAID COURTS. THIS AGREEMENT IS GOVERNED BY IRISH LAW, EXCEPT FOR ITS CONFLICTS OF LAW PRINCIPLES AND SHOULD BE CONSTRUED AS IF BOTH PARTIES JOINTLY WROTE IT. Any rights not expressly granted herein are reserved by Clientrol. The parties waive the personal service of any process upon them and agree that service may be effected by overnight mail (using a commercially recognized service) or by Irish mail with delivery receipt to the address stated in this Agreement. Clientrol shall be entitled to recover all reasonable costs of collection (including attorneys’ fees, in-house counsel costs, expenses and costs) incurred in attempting to collect payment from you. Clientrol controls and operates the Service from its offices in the Ireland. and access or use of the Service where illegal is prohibited. These Terms constitute the entire agreement between the parties hereto relating to this specific subject matter thereof and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between you and Clientrol. The term and condition of these Terms are confidential. Neither party shall disclose the terms and conditions of these Terms except as necessary to comply with a government rule, law or regulation. Any notices to Clientrol must be sent to the address below via first class mail or air mail or overnight courier and are deemed given upon receipt. Notice to you may be given by electronic email to the address you provided and is deemed received when sent. The failure by Clientrol to exercise or enforce any of the terms or conditions of these Terms shall not constitute a waiver of Clientrol’s rights hereunder to enforce each and every term and condition herein. You acknowledge that the Service, including without limitation, all trade names, trademarks, service marks, content, text images, software, media and other material contained therein is a work or collective work proprietary to Clientrol and protected under copyright, trademark and other intellectual property laws. If you have any questions regarding these Terms please feel free to contact us at: Clientrol 45 Dawson Street D02 VP62, Ireland These terms were last updated on March 12th, 2018.
