Terms of Service

Effective Date: September 2020

1. Introduction.

Clevyr, Inc. (“Clevyr”) has developed, owns, and operates a proprietary, online, electronic platform (the “Software”) built to facilitate customer relationship management and contact management from a project-based perspective (the “Service”), on a variety of sites hosted and maintained by Clevyr and operated by Clevyr or its Clients (each licensed implementation a “Platform”, and collectively "The Loop"). Clevyr provides our licensed Clients and their Customers (collectively “Users” or “You”) access to The Loop or a licensed Platform, and the Service, including all information, tools, integrations, and features available therein, conditioned upon Your acceptance of these Terms of Service (“Terms”) and Clevyr’s Privacy Policy (collectively, the “Online Terms”). Clevyr, Clients, and Customers may each be referred to in this document individually as a “Party” and collectively as “Parties”. To the extent that any terms herein conflict with negotiated agreements between Clevyr and a Client, the negotiated language controls. Please read these Terms carefully before accessing or using The Loop. 

These Terms apply to all users of The Loop, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content. Any new features, integrations, or tools which are added to The Loop shall also be subject to the Online Terms. If you do not agree to all the terms and conditions of this agreement, then you may not access The Loop or use any of the Services. 

By accessing a Platform of The Loop, you are also agreeing to be bound by the terms and conditions of any third party services which are integrated into that Platform, regardless of whether you interact directly with such integration or third party service. 

We reserve the right to update, change, or replace any part of these Terms by posting updates and/or changes to our website. It is your responsibility to review this page periodically, to check the date of these Terms (which appears at the top of this document), and review any changes since the last version. Your breach or violation of any of the Terms may result in penalties up to and including the suspension or termination of Your user account or termination for cause of Your agreement(s) with Clevyr. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

2. Definitions.

For purposes of these Terms, the following terms have the following meanings:

(i) a “User” means any person or entity who participates in The Loop, a Platform, or the Services directly, whether as a Platform Operator or as a Customer of a Platform Operator or both, or an employee, agent, or contractor of either; 

(ii) a “Client” means any person or entity with which Clevyr has an active License Agreement to provide a Platform, as well as its principals, employees, agents, or representatives, etc.;

(iii) a “Platform Operator” means Clevyr or any person or entity who maintains an instance of The Loop (a “Platform”) subject to a License Agreement with Clevyr, as well as its principals, employees, agents, or representatives, etc. It is the responsibility of the Platform Operator to provide notice of these Terms to all such agents or representatives, and to supervise their use of The Loop; 

(iv) a “Customer” means any person or entity with which a Platform Operator has a written agreement to provide the Services through access to a Platform, as well as Customer’s principals, employees, agents, or representatives, etc., provided that the agreement is at least as restrictive as the more restrictive of these Terms and the terms of Client’s License Agreement with Clevyr, and incorporates the Online Terms of the License Agreement. It is the responsibility of the Platform Operator to provide notice of these Terms to all such Customers, and to supervise their use of The Loop. 

Other capitalized terms, offset by double quotation marks (“”), as may appear throughout these Terms shall be construed for the purposes of the Terms according to the definitions provided in the Article or Section where they appear.

3. Use of The Loop.

3.1. In General.

Participating Platform Operators may create and maintain records of their users, clients (herein “Customers” for the purpose of disambiguation), and projects; interact and communicate internally and with their Customers; and leverage such software integrations as are implemented for their use in their Platform in accordance with their License Agreements.

3.2. Records and Content.

Records in a Platform may contain, but are not limited to: contact information; ongoing and historical engagement and project information; documentation created in a Platform including notes, messages, and communications, whether for internal use by the Client or Customer-facing; uploaded documents relating to a Customer or project including internal and Customer-facing notes and communications, agreements, estimates, invoices, images, audio recordings, video recordings, and other documents; and information or data of any kind which is added to a Platform by means of a Software Integration in use by the Platform Operator.

Users represent and warrant that they are the creators of the Content they add to a Platform, or that they have all necessary permissions, licenses, or rights to use and share the Content within that Platform.

3.3. Platform Operator Conduct.

Platform Operators are solely responsible for their conduct in The Loop, including when interacting or communicating with their Customers.

3.4. Agreements Between Platform Operators and Their Customers. 

The terms of the agreements between Platform Operators and their Customers as mutually agreed upon by the same are supplemental to these Terms. Platform Operators are allowed to make reasonable changes to any non-monetary terms without the Customer’s prior approval. Should such an agreement contain supplemental terms between Platform Operator and Customer, that Client’s Platform and its Content shall also be subject to those supplemental terms, and Platform Operator is responsible for enforcing those supplemental terms.

In the event of a conflict between these Terms and the terms of an agreement that a Customer accepts from Platform Operator, the terms of that agreement as mutually agreed upon by the Platform Operator and the Customer shall control as between that Platform Operator and that Customer, provided that the agreement is at least as restrictive as these Terms.

3.5. Reviews and Approvals.

Platform Operators reserve the right to review and remove content of any kind which does not meet The Loop Guidelines, as defined in Section 4 below. 

While Clevyr personnel may, at the request of a User, assist in reviewing and identifying posts, uploads, messages, data, claims, statements, products and services, titles, URLs, descriptions, other actions or interactions (“Content”) in a Platform, and attempt to resolve disputes, Clevyr does not have privity of contract with Clients’ Customers, and cannot enforce the terms agreed to between other Platform Operators and their Customers.

Platform Operators shall comply with all applicable Federal Trade Commission and similar rules and regulations and other laws pertaining to pricing, the provision of services, and truth-in-advertising. Each Platform Operator is ultimately responsible for any violations regarding its marketing or operation of its Platform. For the avoidance of doubt, Clevyr’s review of any Content at the request of a Client or Customer or as a function of The Loop, regardless of whether that Content is subsequently removed, does not shift liability to Clevyr or waive Clevyr’s rights to indemnification.

4. The Loop Guidelines.

4.1. In General.

All Users must observe these Guidelines, or risk being excluded from participation in The Loop. Clevyr reserves the right to refuse service to anyone for any reason at any time. You may not use our products, including The Loop and the Services, to:

  • perform, participate in, or solicit others to perform or participate in, any illegal or unauthorized purpose, nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws); 
  • infringe upon or violate our intellectual property rights or the intellectual property rights of others; 
  • target children under the age of thirteen (13) for any purpose;
  • modify, distort, block, abnormally burden, disrupt, slow down, and/or hinder the normal functioning of all or part of The Loop, or its accessibility to other users, or the functioning of any partner or third party networks or services of The Loop, or attempt to do any of the above;
  • upload or transmit any worms or viruses or any other code of a malicious or destructive nature that will or may be used in any way that will affect the functionality or operation of The Loop, the Service, or of any related website, other websites, or the Internet;
  • interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet;
  • create, upload, or otherwise cause Content which is pornographic, sexually explicit, or violent to be stored or transmitted via The Loop; 
  • collect or track the personal information of others except as expressly permitted by the Privacy Policy or mutual agreement between the parties thereto; 
  • spam, phish, pharm, pretext, spider, crawl, or scrape; 
  • submit false or misleading Content, including Content with false or misleading descriptions, titles, thumbnails, or tags; 
  • submit large amounts of repetitive Content;
  • solicit or spam users in The Loop with communication or “solicitation” that is irrelevant to the business relationships between Platform Operators and their Customers.
  • display additional third party sponsored links, ads, overlay ads on photos, or other detractors located within a Platform or message.

Use of The Loop to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate against any individual or group based on race or ethnic origin, religion, disability, gender, age, veteran status, or sexual orientation/gender identity, etc. (“Hate Speech”) is expressly prohibited.

Use of The Loop for harassment, threats, invasion of privacy, predatory behavior, stalking, or revealing of other Users’ personal information beyond that necessary for use of The Loop without the User’s permission is expressly prohibited.

Platform accounts are not transferable, assignable, or resalable under any circumstances.

4.2. Eligibility; Children.

The Loop and the Services are for individuals who are at least eighteen (18) years old. Our online services are not designed to be used by individuals under the age of eighteen (18). Only adults (aged eighteen (18) years or older) may register as Users of The Loop. 

By registering for an account on The Loop or any Platform, you are representing and warranting that all personal and contact information you submit is truthful and accurate, and that you agree to maintain the accuracy of such information. You understand and agree that Platform Operators will use the personal information you provide in accordance with Clevyr’s Online Terms. 

We do not use The Loop or any of our online services to knowingly solicit data from or market to children under the age of 13. If a parent or guardian becomes aware that his or her child has provided Us with information without their consent, he or she should contact us at https://clevyr.com/contact. We will delete such information from our files within a reasonable time.

4.3. Responsibility for Content.

By submitting Content to The Loop, You are representing and warranting that You have ownership of or the necessary rights, licenses, and permissions to submit it, and that You agree to maintain the accuracy of the Content and the information contained in it.

Clevyr is not responsible for the accuracy, currency, or completeness of Content made available on The Loop by any other party. You agree that Clevyr is not responsible for any aspect of such Content created, uploaded, or otherwise stored within The Loop. 

The Loop may contain certain historical information. Historical information, necessarily, is not current and is provided for Your reference only. 

4.4. Confidentiality.

Platform Operators, as part of any agreement for Customers’ use of a Platform that they are party to, have an obligation to keep confidential any and all materials provided to them by Customers. This obligation survives the end, cancellation, or termination of any agreements between Platform Operators and Customers.

Customers, as part of any agreement for use of a Platform that they are party to, have an obligation to keep confidential any and all materials provided to them by Platform Operators. This obligation survives the end, cancellation, or termination of any agreements between Platform Operators and Customers. Notwithstanding the foregoing sentence, Customers agree that Platform Operators, in connection with Customers’ use of The Loop, may use data collected from these connections, pursuant to applicable privacy policies.

Nothing contained in these Terms will prevent Clevyr from complying with privacy laws and regulations, and if there is any conflict between the Terms and the terms of the applicable Privacy Policy, the Privacy Policy shall control. 

4.5. Unauthorized Use.

Outside of direct login with authorized credentials or an API or integration provided by Clevyr, any attempt to access The Loop without authorization or by using another party’s account, automated programs, bots, screen scraping, database calls, human initiated data collection, or any other means of gathering data, Content, or other information for any reason, including but not limited to for the purpose of reverse engineering the Software, or for other personal or commercial gain is strictly prohibited. 

Any manipulation of data reported in The Loop is strictly prohibited. Any such unauthorized attempt will be prosecuted to the fullest extent under the law, and each action is grounds for termination of Clients’ or Customers’ account in The Loop and/or termination for cause of any of Clients’ and/or Customers’ agreements.

5. Third Party Websites and Services.

Platform Operators may, through an agreement with Clevyr, integrate their Platform with third party websites and services. By using such a Platform, Users consent to the release of user information on The Loop to those third parties, in accordance with Clevyr’s Privacy Policy and the policies of those third parties. Users also consent to the release of user information from those third parties to Clevyr, in accordance with Clevyr’s Privacy Policy. Users also consent to Clevyr sharing user information with third parties Clevyr is contracted with in order to provide Services or functionality on behalf of The Loop Users.

We may provide you with access to third party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools "as is" and "as available" without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third party provider(s).

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

6. Provision of Services.

Clevyr is constantly innovating and improving The Loop in order to provide the best possible experience for its Users. Clients and Customers acknowledge and agree that the form and nature of the Services which Clevyr provides may change from time to time without prior notice to all Users. These changes will not result in a material reduction in the level of Services provided for a given Platform during the term of the applicable agreement between Clevyr and Client. 

You acknowledge and agree that Clevyr may stop (permanently or temporarily) providing the Services (or any features or functionality within The Loop) to Clients as permitted under Clevyr’s agreements with those Clients, which may cause the provision of services to Users generally to stop, without prior notice to those Users. In addition, Clevyr has the ability to (i) modify user, account, or organization permissions at any level to add or remove users, or make any other changes as otherwise deemed reasonably necessary in the provision of services; and (ii) assume a user's account for the purposes of troubleshooting and resolving issues.

7. Termination.

These Terms of Service are effective unless and until terminated by either You or Us. You may terminate these Terms of Service at any time by providing appropriate Notice of Termination as described in your License Agreement with Clevyr (if any). If You are not a party to a License Agreement with Clevyr, You may terminate these Terms by ceasing to use The Loop and the Services. 

If in Clevyr’s sole judgment you fail, or we suspect that you have failed, to comply with The Loop Guidelines or any other term or provision of the Online Terms, we also may terminate this agreement at any time and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

8. Representations and Warranties.

By participating in The Loop, You represent, warrant, and covenant that you have sufficient authority to enter into an agreement to be bound by these Terms, and that You agree to be bound by these Terms.

By participating in The Loop, You further represent, warrant, and covenant that all Content you create, upload, or otherwise cause to be transmitted via or stored in The Loop does not and will not violate any law, statute, ordinance, treaty or regulation, or Clevyr policy or guideline, including The Loop Guidelines. You represent, warrant, and covenant that Content you create, upload, or otherwise cause to be transmitted via or stored in The Loop does not and will not (a) be false, misrepresentative, deceptive or misleading; (b) be defamatory, libelous, slanderous, obscene or threatening; (c) target children under the age of thirteen (13), (d) infringe any copyright, patent, trademark, trade secret, trade dress, or other intellectual property right of any third party; (e) breach any duty toward or rights of any person or entity including rights of publicity or privacy; (f) be likely to result in, or have resulted in or from, any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (g) advertise any unlawful product or service or unlawful sale of any product or service.

Additionally, You agree that all Content you create, upload, or otherwise cause to be transmitted via or stored in The Loop will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information.

Each Client further represents that (i) it has a reasonable basis for all claims made within its advertising and possesses appropriate documentation to substantiate such claims; (ii) it will comply with all applicable agreements it has entered into with Clevyr; (iii) the landing page for any links in The Loop to Client’s properties outside The Loop contains a prominent link to Client's privacy policy, which policy provides, at a minimum, adequate notice, disclosure, and choices to Customers regarding Client's collection, use, and disclosure of their personal information; and (iv) prior to loading any computer program onto an individual's computer, including without limitation programs commonly referred to as spyware but excluding cookies (provided that cookies are disclosed in Client's privacy policy), Client shall provide notice to and shall obtain the express consent of such individual.

9. Trademarks and Copyrights.

All graphics, logos, designs, page headers, button icons, scripts, and service names appearing on The Loop are registered and unregistered service marks, trademarks, trade names, or trade dress of their respective owners (collectively, “Trademarks”). Trademarks belonging to any Platform Operator may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. Use of other parties’  Trademarks in commercial applications is forbidden, except where pre-approved by the parties in writing. Nothing on The Loop or any Platform shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark, logo, or service mark displayed thereon without the owner's prior written permission, except as otherwise described herein. All proprietary rights and goodwill in any party’s trademarks shall inure to the benefit of that party. 

Clevyr’s sites and all of their content, including but not limited to text, design, graphics, interfaces and code, and the selection and arrangement thereof, is protected as a compilation under the copyright laws of the United States and other countries. Clevyr reserves all rights not expressly granted in and to the sites and their content. 

No party to these terms may issue any press release or other public statement regarding these Terms, Clevyr, or the other parties without the prior written consent of the parties concerned.

10. Indemnification.

Each party (the “Indemnifying Party”) hereby agrees to indemnify, defend and hold harmless the other parties and their successors, assigns, shareholders, partners, directors, officers, agents, affiliates, subsidiaries, parent company, and employees (collectively, the "Indemnified Parties") as well as third parties authorized to provide the Services available in connection with third party services, websites, Content, applications, and/or e-mails, from and against any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law) and damages suffered or incurred by the Indemnifying Party whenever arising or incurred (including amounts paid in settlement, costs of investigation, and reasonable attorneys’ fees and expenses), that actually or allegedly arise out of or result from your Content or materials; use of The Loop, the Service, or your breach of these Terms; infringement of, unauthorized use of, or violation of any Intellectual Property of any third party; or in connection with engineering, development, manufacturing (if applicable), use, sale, offer for sale, or import of The Loop.

11. WARRANTY DISCLAIMER.

YOU EXPRESSLY AGREE THAT THE SERVICES ARE AVAILABLE ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CLEVYR DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (iii) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE LOOP, THE SERVICE, OR ANY PART THEREOF, (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE LOOP OR THE SERVICE, (v) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND ANY OTHER WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY CLEVYR. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE LOOP OR THE SERVICE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT CLEVYR’S WARRANTY DOES NOT COVER TELECOMMUNICATIONS OR INTERNET OUTAGES CAUSED BY THIRD PARTIES OR OTHERWISE OUTSIDE OF CLEVYR’S CONTROL. SERVICES MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET.

BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES OR IMPLIED WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, CLEVYR’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

12. LIMITATION OF LIABILITY.

ANY LIABILITY OF CLEVYR TO A CLIENT IN CONNECTION WITH THESE TERMS, REGARDLESS OF THE CAUSE OR FORM OF ACTION, SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID BY CLIENT TO CLEVYR FOR THE SERVICES RELATED TO CLIENT’S THEN CURRENT LICENSE AGREEMENT. 

CLEVYR SHALL NOT BE LIABLE TO CUSTOMERS FOR DAMAGES OF ANY KIND ARISING OUT OF CUSTOMERS’ USE OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL CLEVYR BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH, THESE TERMS. CUSTOMER AGREES THAT CUSTOMER WILL NOT HOLD CLEVYR RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, A CLIENT OR ANY THIRD PARTY IN CONNECTION WITH THESE TERMS, REGARDLESS OF THE INTENT OF SUCH.

THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF CLEVYR OR ITS AFFILIATES OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, CLEVYR’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

13. Notices.

All notices to Clevyr shall be sent via nationally recognized overnight courier or certified mail, return receipt requested, to: Clevyr, Inc., 912 N Classen Blvd., Oklahoma City, OK 73106, USA; Attn: Legal Notices.

Clevyr may give general notices to all parties by posting on its website at https://www.clevyr.com. Notices to Clients will be provided pursuant to the Notices section of the Client’s agreement with Clevyr (if any), or by electronic mail to the e-mail address provided by each Client to Clevyr. It is each Client’s responsibility to ensure that their e-mail address and any other contact information provided to Clevyr is updated, current, and correct. 

Except as otherwise specified by Clevyr, parties agree that they will direct all communications relating to the Service or their participation therein directly to Clevyr and not to any other entity. 

14. Governing Law; Submission to Jurisdiction. 

These Terms are governed by and construed in accordance with the internal laws of the State of Oklahoma without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Oklahoma. Any legal suit, action, or proceeding arising out of or related to these Terms or the licenses granted hereunder will be instituted exclusively in the courts of the State of Oklahoma in each case located in the city of Oklahoma City, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein will be effective service of process for any suit, action, or other proceeding brought in any such court.

Any claim against Clevyr arising from these Terms shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party. Clients and Customers further agree that, to the extent allowed by applicable law, (i) any and all disputes, claims, and causes of action arising out of or in connection with these Terms shall be resolved individually without resort to any form of class action; (ii) any claims, judgments, or awards shall be limited to reasonable and actual out-of-pocket costs incurred, but in no event attorney's fees; and (iii) under no circumstances will Clients or Customers be permitted to obtain any award for, and hereby waive all rights to claim punitive, incidental, indirect or consequential damages and any and all rights to have damages multiplied or otherwise increased and any other damages, other than damages for reasonable and actual out-of-pocket expenses.

15. Electronic Acceptance Effective.

These Terms set out the legally binding terms for use of The Loop and / or the Platforms and the related Services. You indicate Your acceptance of the Terms and all of the terms and conditions contained or referenced in these Terms by creating an account and accessing The Loop and the Services. Please print and save a copy of these Terms for Your record-keeping purposes and be mindful that these Terms may be updated by Clevyr at any time.

16. Miscellaneous.

16.1. Entire Agreement.

Except as otherwise set forth or referred to in these Terms, the Online Terms constitute the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements, and understandings of every kind and nature between them as to such subject matter.

16.2. Waiver. 

Only a written instrument executed by the party waiving compliance may waive the terms or covenants of these Terms. No waiver by either party of a breach of any provision hereof shall be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. 

16.3. Survival.

Sections 4 through 16 of these Terms shall survive any termination of these Terms. 

16.4. Severability.

If any provision of these Terms is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, the Terms will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of the Terms, and the remaining provisions of the Terms will remain in full force and effect.

16.5. Force Majeure.

In no event will Clevyr be liable or responsible to a User or Users, or be deemed to have defaulted under or breached this Contract, for any failure or delay in fulfilling or performing any term of these Terms when and to the extent such failure or delay is caused by any circumstances beyond Clevyr’s reasonable control, including acts of God, flood, fire, earthquake or explosion, pandemics, public health threats, mass illness (including threats thereto), war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of these Terms, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation (“Force Majeure Events”).

In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt notice to the other party, stating the period of time the occurrence is expected to continue and use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.   

16.6. Relationship of the Parties. 

The relationship between the parties is that of independent contractors. Nothing contained in this Contract shall be construed to create, evidence, or imply any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties. Neither Client nor Customer are employees of Clevyr. None of Clevyr, Client, or Customer shall have any right, power, or authority to create any obligation or responsibility on behalf of any other party. 

16.7. No Third Party Beneficiaries.

This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

16.8. Assignment.

You may not assign or transfer the Terms, or sublicense, assign or delegate any right or duty under the Terms without Clevyr’s prior written consent. Any assignment, transfer, or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. Clevyr and its subsequent assignees may assign the Terms, in whole or in part, or any of its rights or delegate any of its duties, under the Terms to any party. 

16.9. Interpretation. 

For purposes of these Terms, (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to the Terms as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. 

Unless the context otherwise requires, references in these Terms: (x) to sections, exhibits, attachments, and appendices mean the sections of, and exhibits, attachments, and appendices attached to, the Terms; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. 

The headings in these Terms are for reference only and shall not affect the interpretation of the Terms.

The Parties intend the Terms to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. 

The exhibits, attachments, and appendices referred to herein are an integral part of the Terms to the same extent as if they were set forth verbatim herein.

16.10. Disclaimer.

Any rights not expressly granted in the Terms are reserved by Clevyr, and all implied licenses are disclaimed. 

Questions?

Questions about the Terms of Service should be sent to us at [email protected]levyr.com, or by visiting our Contact Us page at https://clevyr.com/contact.