Clasiq terms of service

Effective as of November 30th 2020

These terms of service (“Terms”) are a legally binding contract between you and Clasiq, LLC, a Delaware limited liability company (“Clasiq,” “we,” “us,” or “our”), that you are agreeing to by registering for a Clasiq account or by accessing or using our website and/or our online and/or mobile services (including any email, messaging, materials, software, or other functionality of any kind) or any part of it (the “Services”). You may use the Services only if you can form a binding contract with Clasiq and only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations. If you do not agree with these Terms, do not register or use any of the Services.

If you are using the Services on behalf of an organization (for example, you are an account administrator), you are agreeing to these Terms for that organization and are representing and warranting to us that you have the authority to bind that organization to these Terms (in which event, “you” and “your” will refer to that organization).

ARBITRATION NOTICE AND CLASS ACTION WAIVER: THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

Registration and Accounts

If your use of the Services requires registration, you must complete the registration process by providing complete and accurate information. You must also provide and maintain one dedicated email address for communications with Clasiq. You must be at least 18 years old to register for an account. Any use or access to any of the Services by anyone under 13 is strictly prohibited and in violation of these Terms.

The Services have different features and may have different levels of access for various users or depending on how you use the Services or which Services you use. We may change user roles and/or functionality at any time, and these Terms apply to all users regardless of whether they are buyers, sellers, visitors, users, or others who register for or otherwise access the Services for any reason. Certain Services may be subject to additional terms and conditions specified by us from time to time, and your use of such Services is subject to those additional terms and conditions, which are hereby incorporated into these Terms by reference. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, the parties acknowledge and agree that these Terms are solely a contract between you and Clasiq and expressly do not govern any sale, transaction, or other relationship between you and any other user, including without limitation with respect to any buyer or seller or any vehicle sale contract in connection with an auction hosted on the Services or with respect to any Third-Party Content or Third-Party Integration (defined below). Clasiq shall have no liability for your interactions with other users or for any user’s action or inaction.

The Services comprise a vehicle listing, information service, and auction platform delivered via a website, mobile site, app, email, messaging, call center, and other means, from time to time, to facilitate transactions between buyers and sellers. THE SERVICES AND CLASIQ ARE NOT AN AUTOMOBILE BROKER OR DEALER AND DO NOT SELL, EXCHANGE, BUY, OFFER FOR SALE, NEGOTIATE, OR ATTEMPT TO NEGOTIATE A SALE OR EXCHANGE OF AN INTEREST IN ANY VEHICLE LISTED FOR SALE ON THE SERVICES. CLASIQ DOES NOT HOLD OR POSSESS TITLE FOR ANY VEHICLE LISTED FOR SALE ON THE SERVICE. While Clasiq and the Services may contain links, integrations, or other information regarding Third-Party Content and Third-Party Integrations, neither Clasiq nor the Services themselves offer or provide any ancillary products and services, such as vehicle financing, service contracts, mechanical breakdown insurance, vehicle registration/titling, vehicle inspections, appraisals, and vehicle transfer escrow or wallet services. All ancillary products and services are provided by and subject to the terms of the applicable third parties (see Section 12 below for more details on Third-Party Content and Third-Party Integrations).

If you are an account administrator, “your users” includes any employee, contractor, agent, or representative visiting the site or using the Services on your behalf. You are solely responsible for all usage of, or activities on, the Services by you and by those you authorize or allow to use, or provide access to, the Services.

You are solely responsible for all files and information that you or your users upload to or share through Clasiq and will ensure that your users comply with your obligations under these Terms. We may impose reasonable limits on uses of the Services to prevent degradation of the performance of the Services for you or other users.

Only you may use your account and are responsible for your account. If you become aware of any unauthorized use of the Services or your account, please contact us immediately at [email protected] In addition, you are solely responsible to ensure that your hardware, network, Internet connection, and other equipment meet the requirements to use the Services.

Changes to These Terms

We reserve the right to modify these Terms at any time. We will post the most current version of these Terms on our website. Any revisions to these Terms will be effective immediately upon posting by us. For any material changes to these Terms, we will take reasonable steps to notify you of such changes, via a banner on the website, email notification, another method, or combination of methods. In all cases, your continued use of the Services after publication of such changes, with or without notification, constitutes binding acceptance of the revised Terms.

Changes to the Services

We are constantly changing and improving the Services. We may deploy changes, updates, or enhancements to the Services at any time. We may also add or remove functionalities or features, or we may suspend or stop the Services altogether. Accordingly, either you or Clasiq may terminate your use of any Service for any reason at any time.

Suspension or Termination of Your Account

We may suspend or terminate your account for any violation of these Terms, for any activities prohibited by these Terms, for circumstances beyond our control, or if required by law. If we do so, then your access to and use of the Services will be suspended or terminated immediately.

Auction Listings and Bidding

Sellers

In connection with the Services, auction sellers agree to list the applicable vehicle exclusively on the Services for the duration of the auction and to provide Clasiq a reserve amount indicating the minimum price at which the seller will make a sale of the listed vehicle (the “Reserve”) prior to the listing being made available on the Services. While Seller may reduce the Reserve during the auction, Seller shall not be permitted to increase the Reserve unless approved in advance in writing by Clasiq.

EACH SELLER HEREBY ACKNOWLEDGES AND AGREES THAT FOLLOWING THE VEHICLE LISTING BEING MADE AVAILABLE ON THE SERVICES AND FOR THE ENTIRE PERIOD THAT SUCH LISTING IS MADE AVAILABLE ON THE SERVICES, SUCH SELLER (OR ANYONE ACTING ON SELLER’S BEHALF) MAY NOT LIST, POST, OR OTHERWISE MAKE AVAILABLE THE VEHICLE SUBJECT TO SUCH LISTING ON ANY OTHER AUCTION, DEALERSHIP, OR LISTING SERVICE. FURTHERMORE, EACH SELLER HEREBY ACKNOWLEDGES AND AGREES THAT ANY LISTING MAY BE REMOVED FOR ANY REASON AT CLASIQ’S SOLE DISCRETION WITHOUT NOTICE AND WITHOUT ANY LIABILITY THEREFOR.

In Clasiq’s sole and absolute discretion, following the close of an auction, if no bid has met the Reserve, Clasiq may offer to pay Seller an amount equal to the difference between the Reserve and the highest bid; provided that such amount shall only be owed by Clasiq if and when such Seller’s vehicle is actually sold to such highest bidder, and Seller shall provide Clasiq with all documentation relating to such sale within thirty (30) days of closing such sale. SELLER ACKNOWLEDGES AND AGREES THAT THE OFFERING OR PROVISION OF SUCH AMOUNT IN ACCORDANCE WITH THIS PARAGRAPH IS AN INDEPENDENT TRANSACTION AND DOES NOT IN ANY WAY MAKE CLASIQ A PARTY TO ANY SALE OF THE SELLER’S APPLICABLE VEHICLE OR OTHER TRANSACTION BETWEEN SELLER AND BUYER.

If you list a vehicle for auction through the Services, you represent and warrant to Clasiq that: (a) your title to the vehicle is marketable, insurable, and free of any and all liens and encumbrances; (b) you have full power, right, and authority to convey title to the vehicle to an auction buyer, if any, free and clear of all liens and encumbrances; (c) there are no defects in title or other outstanding contracts or agreements of any kind for the sale of the vehicle except as expressly disclosed to potential buyers through the Services; (d) if the vehicle (or any part thereof) has any material defect, you will communicate same to any potential buyer through the Services; (e) all of Your Content that may be incorporated into the Services shall be true, complete, and correct; and (f) you shall not bid on the vehicle you have listed at any auction thereof on the Services.

Bidders/Buyers

Each auction bidder/buyer acknowledges and agrees that (i) each bid submitted via the Services is binding on such bidder/buyer with respect to payment of the vehicle price and the applicable Clasiq fees, and (ii) such bidder/buyer is responsible for all applicable government fees and taxes for vehicles purchased via the Services. Sellers are not responsible for any shipping or delivery fees. While Clasiq may provide a pre-purchase inspection, we recommend that buyers conduct or arrange for their own in-person inspections as buyers are not permitted to rely on the pre-purchase inspections, which come with no express or implied warranties (see Section 13 below for disclaimers).

CLASIQ DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED WITH RESPECT TO, AND BIDDER/BUYER ACKNOWLEDGES AND AGREES THAT CLASIQ SHALL BEAR NO RISK, RESPONSIBILITY, OR LIABILITY WHATSOEVER WITH RESPECT TO OR ASSOCIATED WITH, PURCHASING OF A VEHICLE LISTED VIA THE SERVICES OR WITH RESPECT TO ANY OF THE INFORMATION THAT MAY BE PROVIDED ON THE CLASIQ WEBSITE (www.clasiq.com) OR OTHER SERVICES AS MAY BE PROVIDED BY CLASIQ OR OTHER THIRD PARTIES IN CONNECTION WITH SUCH PURCHASE (INCLUDING, WITHOUT LIMITATION, VEHICLE DESCRIPTIONS, HISTORIES, VIDEOS, PHOTOS, PRE-PURCHASE INSPECTIONS, VEHICLE REPORTS, SELLER Q&A RESPONSES, COMMENTS, VALUATION TOOLS, STATISTICS OR ANALYTICS ON PRICING, OR OTHER INFORMATION).

CLASIQ FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED WITH RESPECT TO, AND BIDDER/BUYER ACKNOWLEDGES AND AGREES THAT CLASIQ SHALL BEAR NO RISK, RESPONSIBILITY, OR LIABILITY WHATSOEVER WITH RESPECT TO OR ASSOCIATED WITH, ANY THIRD-PARTY CONTENT OR THIRD-PARTY INTEGRATIONS MADE AVAILABLE BY CLASIQ.

IN ADDITION, BIDDER/BUYER ACKNOWLEDGES AND AGREE THAT NEITHER CLASIQ NOR THE APPLICABLE SELLER IS RESPONSIBLE FOR INADVERTENT TYPOGRAPHICAL AND OTHER ERRORS THAT MAY APPEAR ON THE SERVICES. IF THERE IS INCORRECT INFORMATION ON A VEHICLE LISTING (E.G., PRICE, AVAILABILITY, DESCRIPTION, CONDITION, MILEAGE, OR HISTORY) DUE TO A TYPOGRAPHICAL OR OTHER ERROR, CLASIQ RESERVES THE RIGHT TO REFUSE OR CANCEL SUCH LISTING, EVEN IF THE APPLICABLE AUCTION HAS ALREADY EXPIRED.

Customer Support

Customer support is provided by phone, email, and chat functionality through the Services. Please see the contact or about us page for more details. Customers may use these support resources to ask questions and to report errors or problems with the Services.

Consent to Electronic Communications and Solicitation

You agree that we may send you (including via email) information regarding the Services, such as notices about your use of the Services, updates to the Services and new features or offerings, and promotional information and materials. Notices emailed to you will be considered given and received when the email is sent.

Clasiq Proprietary Rights

You are not being granted any rights whatsoever in any intellectual property or proprietary rights of Clasiq or its licensors except for a limited, nonexclusive, nontransferable, non-assignable and revocable license to use the Services solely for your authorized use as described in and subject to these Terms. All right, title, and interest, including all patents, copyrights, trade secrets, and any other intellectual property or proprietary rights, in and to the Services are owned solely by Clasiq and its licensors. This includes all know-how, technology, and other intellectual property or proprietary information developed during the provision of the Services. No title to or ownership of any intellectual property or proprietary rights related to the Services is transferred to you or anyone else pursuant to these Terms.

If you or your users provide comments, suggestions, or recommendations to us about the Services (“Feedback”), you and your users are automatically assigning any such Feedback to us.

Restrictions on Use

You agree not to decompile, reverse engineer, or undertake any similar efforts with respect to the Services. You will not create any derivative works of the Services. You will not access or use the Services to develop your own software or services, benchmark the Services, frame or mirror the Services, or copy or modify of any part of the Services.

Moreover, you agree that you will not, and that you will not encourage others or assist others to, harm the Services or use the Services to harm others. For example, you must not use the Services to harm, threaten, or harass another person, organization, or Clasiq. You must not: (a) damage, disable, overburden, or impair the Services (or any connected network); (b) resell or redistribute the Services; (c) use any unauthorized means to modify, reroute, or gain access to the Services or any part of the Services; (d) use any automated method to access or use the Services (except that operators of public search engines are granted revocable permission to use spiders to copy publicly available materials for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (e) copy, distribute, or disclose any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (f) use the Services to distribute unsolicited promotional or commercial content or other unwanted solicitations; (g) cause or encourage any inaccurate measurements of genuine user engagement with the Services; (h) misuse any reporting, flagging, complaint, dispute, or appeals process, including by making groundless, vexatious, or frivolous submissions; (i) sell, advertise, sponsor, or promote anything without Clasiq’s prior written consent and a separate written agreement with Clasiq with respect to such activities; (j) use the Services to violate any law or anyone’s rights or to distribute malware or malicious content; (k) use any language that is, or post, upload, transmit, send, or otherwise make available on or through the Services any content that is, or depicts anyone engaged in any act deemed by us to be pornographic, obscene, sexually explicit, perverse, illicit, indecent, lewd, or lascivious; or (l) engage in personal or group attacks or use any language that is, or post, upload, transmit, send or otherwise make available on or through the Services any content about an individual or a group that is, deemed by us to be abusive, intimidating, bullying, harassing, hateful, or violent or that we believe victimizes, degrades, defiles, or disparages any individual or group whether based race, gender, gender identity, religion, national origin, disability, sexual orientation, or age or otherwise.

You are solely responsible for compliance with applicable laws and regulations related to your and your users’ use of the Services.

You may not use any metatags or any other “hidden text” utilizing “Clasiq” or any other name, trademark, or product or service name of Clasiq without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us.

You must comply with all applicable import and export control laws, rules, and regulations of the United States and other countries, and you must not transfer, by electronic transmission or otherwise, any content or goods subject to restrictions under such laws, rules, or regulations to a site, application, destination, location, person or entity, or for an end use, prohibited thereby. You will not post, upload, transmit, send or otherwise make available any of Your Content on or through the Services that cannot be exported without prior government authorization or notification, including without limitation certain types of encryption software.

You agree, represent, warrant, covenant, and guarantee 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.

Your Content

All digital files (including videos, pictures, messages, attachments, materials, or other content) that you or your users upload to or share through the Services (“Your Content”) is yours. You are solely responsible for Your Content. This includes making sure that you have all the rights you need to Your Content and that Your Content does not violate any law or these Terms or the Clasiq’s guidelines or other policies.

By uploading or sharing Your Content to the Services, you grant to Clasiq a worldwide, perpetual, irrevocable, royalty-free, sublicensable and transferable license to use Your Content (including to reproduce, distribute, prepare derivative works, display, and perform it) in connection with the Services and Clasiq’s (and its successors’ and affiliates’) business, including for the purpose of promoting and redistributing part or all of the Services (e.g., promotions on social media or through email marketing or other channels). This also includes the right to aggregate anonymous data from Your Content regarding use and functioning of the Services by you and other users, and such aggregated data will be our property.

You also grant each other user of the Services a worldwide, royalty-free license to access Your Content through the Services, and to use Your Content, including to reproduce, distribute, prepare derivative works, display, and perform it, only as enabled by a feature of the Services. For clarity, this license does not grant any rights or permissions for a user to make use of Your Content independent of the Services.

If we reasonably believe that any of Your Content is in breach of these Terms or may cause harm to Clasiq, our users, or third parties, we may remove or take down all or any part of Your Content in our discretion.

We respect the intellectual property of others and will respond to notices of alleged copyright infringement that comply with the law. We reserve the right to delete or disable Your Content alleged to violate copyright laws or this Agreement and reserve the right to terminate the account(s) of violators.

We reserve the right, but undertake no duty, in our sole discretion, with or without notice, to review, edit, move, add, delete, or otherwise change any features, functionality, and/or Content available on or through, or downloadable from, the Services, including without limitation any of Your Content. Any changes to the Services may not be consistent across all platforms or devices. If any changes require you to obtain a new, additional, or different device or other equipment, hardware, software, and/or telephone, mobile, wireless, Internet and/or other services, you are solely responsible for any additional expense. Even after Your Content is removed from your account/profile, your messages, post(s), and/or threads, regardless of whether such removal or deletion is by you or by us, copies of Your Content may be retained and/or remain viewable by us, our licensors, vendors, service providers, and/or other third parties, including other users.

It is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify our copyright agent as set forth in the DMCA. The required information must be submitted to the following DMCA Agent:

Attn/Subject: DMCA Notice, Clasiq, LLC
Address: 3951 Higuera Street Los Angeles CA
Telephone: (888) 469-1435
Email: [email protected]

Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating access, in appropriate circumstances, of users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating access, in appropriate circumstances, of users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

FEES AND PAYMENT

Fees

Certain aspects of the Services require fees paid to Clasiq, including without limitation deposits made by bidders/buyers in connection with auction bids as well as the buyer percentage fee in connection with purchases of auctioned vehicles. If you elect to use paid aspects of the Services, you agree to our then-current pricing and payment terms described on the Services as may be updated from time to time. See https://www.clasiq.com/faq/ for more details. We may add new Services for additional fees and charges, or we may add or amend fees and charges for existing Services, at any time in our sole discretion. The prices listed by auction sellers exclude government fees and taxes, registration and titling fees, regulatory and electronic processing charges, inspection charges, emission testing charges, and any other fees required by law, any or all of which may be added to the listed price to arrive at the final sale price of the listed vehicle. All amounts on the website are in U.S. dollars.

No Refunds

While you may cancel your Clasiq account at any time, there are no refunds for or in connection with cancellation, and you remain obligated for all bids and other orders placed or actions taken through the Services prior to any such cancellation. In the event that we suspend or terminate your account, you understand and agree that you shall receive no refund, including in any of Your Content or data associated with your account or for anything else.

Buyer Fees

If you are the winning bidder for a car listed on the Services, you shall pay us a fee (a “Buyer’s Fee”) equal to 4.5% of the winning bid amount listed on the Services. If you decide after the auction to not purchase the car, the fee will not be refunded.

Payment Information

All payments made by you to Clasiq shall be facilitated through our third-party payment processing service, https://stripe.com/, which will be subject to such third party’s terms of service. All information that you provide in connection with a monetary transaction interaction with the Services must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred. You will pay any and all applicable taxes, if any, relating to any such purchases, transactions, or other monetary transaction interactions.

Third-Party Content and Integrations

Through the Services, you will have the ability to access and/or use content provided by third parties and links to websites and services maintained by third parties (“Third-Party Content”), including without limitation Carfax reports and pre-purchase inspections. Clasiq cannot guarantee that such Third-Party Content, in the Services or elsewhere, will be free of errors or material you may find objectionable or otherwise inappropriate or of malware or other contaminants that may harm your computer, mobile device, or any files therein. Clasiq makes no warranties of any kind and assumes no liability of any kind related to your access or use of, or inability to access and use, any Third-Party Content.

We may make available third-party applications, products, or services for use in connection with the Services (“Third-Party Integration”), including without limitation appraisals and escrow or wallet services. Your use of any Third-Party Integration and rights with respect to such Third-Party Integration are solely between you and the applicable third party. Clasiq makes no warranties of any kind and assumes no liability of any kind related to your access or use of, or inability to access and use, any Third-Party Integration. If you have any questions or concerns regarding any Third-Party Integration, please contact the applicable third party. In addition, the Services may contain links to third-party websites and online services that are not owned or controlled by Clasiq. Clasiq has no control over, and assumes no responsibility for, such websites and online services. Be aware when you leave the Services, we suggest you read the terms and privacy policy of each third-party website and online service that you visit.

PROVIDERS OF THIRD-PARTY CONTENT OR THIRD-PARTY INTEGRATIONS MAY REQUIRE THAT YOU AGREE TO THEIR ADDITIONAL TERMS, CONDITIONS, CONTRACTS, AGREEMENTS, AND/OR RULES. YOUR COMPLIANCE WITH ANY SUCH ADDITIONAL TERMS, CONDITIONS, CONTRACTS, AGREEMENTS, AND/OR RULES IS SOLELY YOUR RESPONSIBILITY AND WILL HAVE NO EFFECT ON YOUR CONTINUING OBLIGATION TO COMPLY WITH THESE TERMS WHEN USING THE SERVICES. WE SPECIFICALLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH THE ACTS OR OMISSIONS OF SUCH THIRD PARTIES.

Disclaimers

TO THE EXTENT NOT PROHIBITED BY LAW, CLASIQ (A) PROVIDES THE SERVICES "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE"; (B) MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED (E.G., WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT); AND (C) DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS OR THAT YOUR CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. ALL USE OF THE SERVICES IS AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CLASIQ OR THROUGH THE SERVICES (INCLUDING WITHOUT LIMITATION ARISING FROM YOUR USE OF ANY VEHICLE HISTORY, STATISTICS OR ANALYTICS, VALUATION TOOLS, MESSAGES OR ADVICE FROM CLASIQ EXPERTS, OR OTHER INFORMATION) WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

CLASIQ DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY, WHETHER IN CONNECTION WITH THIRD-PARTY CONTENT, THIRD-PARTY INTEGRATION, OR OTHERWISE, THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND CLASIQ WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

Indemnification

To the extent not prohibited by law, you agree to defend, indemnify, and hold harmless Clasiq, its affiliates, officers, directors, employees and agents (“Clasiq Parties”), from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Services; (b) your violation of any of these Terms; (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (d) any claim that Your Content caused damage to a third party. This defense and indemnification obligation will survive any termination of these Terms or your use of the Services.

Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL THE CLASIQ PARTIES, OR ANY OF THEM, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF SUCH ENTITY OR PERSON HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

THE AGGREGATE LIABILITY OF THE CLASIQ PARTIES RELATING TO THE SERVICES WILL BE LIMITED TO TWENTY U.S. DOLLARS ($20) OR THE TOTAL AMOUNT OF FEES RECEIVED BY CLASIQ FROM YOU FOR THE USE OF PAID SERVICES IN CONNECTION WITH THE APPLICABLE CLAIM, WHICHEVER IS GREATER. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, IN WHICH CASE SUCH LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

Privacy Policy

Your privacy is important to us. Please carefully review our privacy policy at privacy, which is incorporated by reference into these Terms. Our privacy policy details the way we collect, use, and disclose information about you.

Arbitration, Waiver of Class Action Suits, and Dispute Resolution

THIS SECTION 17 SHOULD BE BROADLY CONSTRUED TO COVER ANY CLAIM RELATING TO ANY ASPECT OF YOUR RELATIONSHIP WITH US, INCLUDING BUT NOT LIMITED TO ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS.

You agree that in the event you have any Claim against us, you will first contact us and make a good faith sustained effort to resolve the Claim before resorting to more formal means of resolution, including without limitation arbitration or any court action. You may contact us through the means described on the Services or at [email protected] “Claim” means any claim, dispute, demand, proceeding, cause of action, judgment, damage, liability, loss, cost, or expense (including but not limited to reasonable attorneys’ fees) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, that has accrued or may hereafter accrue, whether based in contract, statute, regulation, ordinance, tort (including but not limited to fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort), or any other legal or equitable theory.

IN THE EVENT ANY CLAIM CANNOT BE INFORMALLY RESOLVED, YOU AND WE AGREE TO ARBITRATE ALL CLAIMS ON AN INDIVIDUAL BASIS IN ACCORDANCE WITH THE TERMS OF THE ARBITRATION PROVISIONS OF THESE TERMS, RATHER THAN LITIGATE THE CLAIM IN COURT, EXCEPT FOR THE CLAIMS EXCLUDED FROM ARBITRATION LISTED BELOW IN SECTION 17.4. ARBITRATION MEANS YOU WILL HAVE A FAIR HEARING BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY. BY ENTERING INTO THIS AGREEMENT, YOU AND WE EACH AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY FOR ALL CLAIMS, EXCEPT FOR THE CLAIMS EXCLUDED FROM ARBITRATION LISTED BELOW IN SECTION 17.4.

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules. For more information about the AAA and the arbitration process, please visit the AAA website at www.adr.org.

Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules and applicable law. All issues are for the arbitrator to decide, except those issues relating to the scope, application, and enforceability of this arbitration provision are for the court to decide. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. The laws of the United States, State of California, without regard to any principles of conflict of laws, applies to any arbitration under this section.

Unless you and we agree otherwise, any in-person hearings for the arbitration shall take place in Los Angeles, California, unless otherwise required by applicable law. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. This agreement to arbitrate shall survive any termination of these Terms, including any termination of your relationship with us.

Restrictions on Claims

AN ARBITRATION OF ANY CLAIM SUBJECT TO THIS ARBITRATION PROVISION MUST BE FILED WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO SUCH CLAIM, OTHERWISE, THE CLAIM IS BARRED AND THE RIGHT TO PURSUE SUCH CLAIM IS WAIVED.

BY ENTERING INTO THESE TERMS, YOU WAIVE YOUR RIGHT TO PARTICIPATE IN OR BRING A CLASS ACTION IN COURT OR A CLASS ARBITRATION. ALL PARTIES MUST BE INDIVIDUALLY NAMED. TO THE FULL EXTENT PERMITTED BY LAW, THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED IN COURT ON A CLASS ACTION OR CONSOLIDATED BASIS ON BEHALF OF OTHER USERS, SUBSCRIBERS, REGISTRANTS, OR OTHER PERSONS SIMILARLY SITUATED, OR BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL). AS STATED MORE FULLY IN SECTION 15 ABOVE, ALL PARTIES WAIVE ANY CLAIM TO INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) ARISING FROM OR OUT OF ANY CLAIM WITH US.

Excluded Claims

WE AND YOU AGREE THAT THE FOLLOWING WILL NOT BE SUBJECT TO ARBITRATION (“EXCLUDED CLAIMS”):

  • ANY CLAIM FILED BY YOU OR US IN SMALL CLAIMS COURT WHERE THE AMOUNT IN CONTROVERSY IS PROPERLY WITHIN THE JURISDICTION OF SUCH COURT; AND ANY CLAIM REGARDING ANY PARTY’S INTELLECTUAL PROPERTY RIGHTS. You further agree that for Excluded Claims and other Claims in which arbitration is denied,
    1. the restrictions set forth in Sections 17.3 above shall apply;
    2. regardless of where you access, visit, and/or use the Services, such Claims shall be governed and construed in accordance with the laws of the United States, S
    3. California, without regard to any principles of conflict of laws; and
    4. such Claims will be resolved exclusively by a state or federal court located in Los Angeles, California, and you specifically consent to the personal jurisdiction of such courts and waive any claim of forum non conveniens. Should there be a conflict between the laws of California, and any other laws, the conflict will be resolved in favor of California law.

Severability

If for any reason an arbitrator or court of competent jurisdiction finds any provision of these Terms, or portion thereof, to be invalid or unenforceable, that provision or portion will be enforced to the maximum extent permissible so as to give effect the intent of the parties, and the remainder of these Terms will continue to be valid and enforceable in full force and effect.

IF YOU DO NOT WISH TO BE BOUND BY THESE ARBITRATION PROVISIONS AND CLASS ACTION WAIVER, YOU MUST NOTIFY US IN WRITING BY CONTACTING US AT THE ADDRESS BELOW WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST ACCESS, VISIT, REGISTER FOR, AND/OR USE THE SERVICES. YOUR WRITTEN NOTIFICATION TO US MUST INCLUDE: (1) YOUR FULL NAME AND ADDRESS; (2) THE NAME OF THE SERVICES YOU ACCESSED, VISITED, REGISTERED FOR, AND/OR USED; AND (3) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE CLAIMS WITH US THROUGH ARBITRATION AND YOU DO NOT WAIVE YOUR RIGHT TO BRING A CLASS ACTION IN COURT. YOUR DECISION TO OPT OUT OF ARBITRATION AND THE CLASS ACTION WAIVER WILL HAVE NO ADVERSE EFFECT ON YOUR RELATIONSHIP WITH US OR YOUR USE OF THE SERVICES. IF YOU HAVE PREVIOUSLY NOTIFIED US OF YOUR DECISION TO OPT OUT OF ARBITRATION AND THE CLASS ACTION WAIVER, YOU DO NOT NEED TO DO SO AGAIN.

General Terms

Assignment

We may assign or transfer our rights and obligations under these Terms, in whole or in part, at any time without notice. You may not assign these Terms or transfer any rights to use the Services, unless we allow you to do so in writing.

Waiver

The failure of either of us to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any of our respective rights or remedies will not be construed as a waiver or relinquishment to any extent of such right to assert or rely upon any such provision, right, or remedy in that or any other instance, all of which will remain in full force and effect.

Entire Agreement

Severability

These Terms apply to the maximum extent permitted by law. If any government authority holds that we cannot enforce a part of these Terms as written, you and we will replace such part with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire agreement between you and us regarding its subject matter and supersedes any oral and written understandings, communications, or agreements regarding your use of the Services or other matters described in these Terms.

Governing Law

You agree that these Terms, and your relationship with Clasiq will be governed by the laws of the State of California regardless of conflict-of-laws principles. However, some jurisdictions have laws that require agreements to be governed by the local laws of such jurisdiction for such users. This paragraph does not override those laws. We both agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Terms. We both agree that the prevailing party in any action to enforce these Terms will be entitled to recover costs and expenses including, without limitation, reasonable attorneys’ fees and other legal costs.

Relationship

Clasiq and you are not legal or joint venture partners or agents. We are independent contractors. These Terms are solely for your and our benefit. It is not for the benefit of any other person, except for permitted assignees and successors.

Notice to California Users

Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210

U.S. Government Restricted Rights

If you, or any of your users, is a U.S. government entity or if these Terms otherwise become subject to the Federal Acquisition Regulations (FAR), you acknowledge that elements of the Services constitute software and documentation and are provided as “Commercial Items” as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government user as commercial computer software and commercial computer software documentation subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. government end users acquire such software and documentation with only those rights set forth herein.