Terms of Service

1.1 Acceptance

By accessing, browsing, or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and all applicable laws and regulations. These Terms apply to all users of the Services, including without limitation users who are browsers, vendors, customers, merchants, and contributors of content.

1.2 Modifications

We reserve the right to modify, update, or replace these Terms at any time at our sole discretion. Material changes will be communicated through prominent notice on our Site or via email to registered users. Your continued use of the Services following the posting of any changes constitutes acceptance of those changes.

3.1 Account Creation

To access certain features of our Services, you may be required to create an account. You agree to:

• Provide accurate, current, complete, and truthful information during registration
• Maintain and promptly update your account information to keep it accurate and complete
• Maintain the security and confidentiality of your account credentials
• Notify us immediately of any unauthorized use of your account or security breach
• Accept full responsibility for all activities that occur under your account

3.2 Account Termination

We reserve the right to suspend, disable, or terminate your account at any time for any reason, including but not limited to violation of these Terms, fraudulent activity, or extended periods of inactivity.

4.1 Permitted Uses

You may use our Services only for lawful purposes and in accordance with these Terms. You are responsible for ensuring that your use complies with all applicable local, state, national, and international laws and regulations.

4.2 Prohibited Activities

You agree not to use our Services to:

• Violate any applicable laws, regulations, or third-party rights
• Transmit, distribute, or store harmful, offensive, defamatory, or inappropriate content
• Attempt to gain unauthorized access to our systems, networks, or other users' accounts
• Interfere with, disrupt, or damage our Services, servers, or networks
• Use our Services for competitive intelligence or to develop competing products or services
• Reverse engineer, decompile, disassemble, or attempt to extract source code
• Upload, transmit, or distribute viruses, malware, or other malicious code
• Engage in any form of harassment, abuse, stalking, or spam
• Impersonate any person or entity or falsely state or misrepresent your affiliation
• Collect or harvest personal information about other users without consent

5.1 Our Intellectual Property

All content, features, functionality, software, algorithms, and technology comprising our Services, including but not limited to text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, are the exclusive property of CleverThis or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

5.2 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services solely for your internal business purposes. This license does not include any right to:

• Resell, redistribute, or commercialize the Services
• Modify, adapt, or create derivative works
• Use the Services for the benefit of third parties
• Remove or alter any proprietary notices or labels

5.3 User Content

You retain ownership of any content, data, or materials you submit to our Services ("User Content"). By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, modify, adapt, publish, translate, and distribute such content solely for the purpose of providing and improving our Services.

5.4 Feedback

Any feedback, suggestions, ideas, or other information you provide to us regarding our Services may be used by CleverThis without any obligation to compensate you and without any restriction or obligation to you.

7.1 Fees and Payment

For paid Services:

• All fees are due in advance and are non-refundable unless otherwise specified in writing
• Payment must be made in U.S. dollars through approved payment methods
• We may change our pricing structure with thirty (30) days' prior written notice
• Late payments may result in service suspension and additional fees
• You are responsible for all applicable taxes, duties, and governmental charges

7.2 Billing Disputes

Any billing disputes must be reported to us in writing within sixty (60) days of the charge date. Failure to report disputes within this timeframe constitutes acceptance of the charges.

8.1 Service Availability

While we strive to maintain high service availability and performance, we do not guarantee uninterrupted or error-free access to our Services. We may perform scheduled maintenance, updates, or experience technical difficulties that temporarily affect service availability.

8.2 Support Services

Support services are provided according to your service level agreement or subscription plan. We aim to respond to support requests within reasonable timeframes but do not guarantee specific response times for all service tiers.

9.1 Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE. CLEVERTHIS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLEVERTHIS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF CLEVERTHIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

11.1 Termination by Either Party

Either party may terminate these Terms at any time with or without cause by providing written notice to the other party. We may suspend or terminate your access to our Services immediately if you violate these Terms or for any other reason at our sole discretion.

11.2 Effect of Termination

Upon termination:

• Your right to access and use the Services will cease immediately
• We may delete your account and associated data after a reasonable notice period
• You remain liable for any outstanding fees or charges
• Provisions that by their nature should survive termination will remain in effect

12.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

12.2 Dispute Resolution

Any disputes arising from these Terms or your use of our Services shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Delaware, and the arbitrator's decision shall be final and binding.

Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction for intellectual property violations or breaches of confidentiality obligations.

13.1 Severability

If any provision of these Terms is found to be unenforceable or invalid, the remaining provisions will continue to be valid and enforceable to the fullest extent permitted by law.

13.2 Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices published by us on our Services, constitute the entire agreement between you and CleverThis regarding your use of our Services and supersede all prior agreements and understandings.

13.3 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

13.4 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.