Terms of Use

Online Sales Proposals - ClientSky



Terms of Use for ClientSky Service 07.18.13




PLEASE READ CAREFULLY

These Terms of Use (“Terms”) apply to your (“you” or “your”) use of the ClientSky hosted software and service (“Service”) provided on our through the website located at https://www.clientsky.com (”Site”). By uploading, creating, receiving, modifying, signing, executing or otherwise interacting with any ClientSky Proposal or otherwise accessing the ClientSky System, you accept these Terms and our Privacy Policy and all other terms, policies, procedures, and guidelines incorporated herein, including any modification that may be made to such Terms of Use and other terms from time to time.

These Terms constitute a binding agreement between you and Arrow Performance LLC d/b/a Jaroop (“us,” “we,” or “our”). We own and provide the Service and we reserve the right to terminate or limit your access to the Service at any time if you do not comply with these Terms.




Modification of These Terms

We reserve the right, at our sole discretion, to change or otherwise modify these Terms at any time and in any manner without notice to you. PLEASE CHECK THE SITE AND THESE TERMS FROM TIME TO TIME FOR ANY CHANGES OR AMENDMENTS. YOU SHALL BE DEEMED TO HAVE ACCEPTED SUCH CHANGES BY CONTINUING TO USE THE SERVICE AFTER SUCH CHANGES HAVE BEEN POSTED.




Your Personal Information; Security

As described in our Privacy Policy, which is incorporated herein by reference, in order to use the Service or create an Account you must enter and provide certain information. As a condition of using the Service or creating an Account, you acknowledge that you have read our Privacy Policy and fully consent to the collection, storage, use and disclosure of Personal Information and other data as described in the Privacy Policy. We take commercially reasonable precautions to maintain the security and integrity of the Service, including the use of industry standard encryption methods and the use of HTTPS security protocol, however, we make no warranty, express, implied or otherwise that we can or will prevent the unauthorized access or disclosure of your information, including Personal Information and any non-personal information.




No Unlawful Use

You agree to comply with all applicable laws and regulations in connection with your use of the Service. You agree not to use the Service for any purpose that is unlawful or prohibited by these Terms and you further agree not to use the Service in a manner that could disable, damage or impair the ClientSky System (as defined herein), server, equipment, software or otherwise interfere with another party’s use of the Service. You further agree not to distribute content that violates the privacy, intellectual property rights or other proprietary rights of any third party, or for any purposes that we reasonably determine to be harassing, obscene, unlawful, defamatory, threatening, fraudulent, abusive or otherwise objectionable. You are solely responsible for all content that you provide, upload, store, share, maintain or transmit through the Service.




Conditions of Use

In connection with your use of the Service, you agree and acknowledge that Arrow Performance LLC is not a party to any proposal, quote, contract, agreement, terms, notice, license, conditions or other document (each a “ClientSky Proposal”) that is created, uploaded, received, executed or transmitted by you or another user via the ClientSky System and we make no representation or warranty regarding the transactions sought to be effected by any ClientSky Proposal. Furthermore, we shall not have any liability or responsibility whatsoever with respect to the validity or enforceability of any ClientSky Proposal or the breach by any party in the performance of its obligations under any ClientSky Proposal. For purposes of these Terms, “ClientSky System” means the software systems and programs, communication and network facilities and hardware used by us or our third party agents or service providers to provide the Service.

We do not maintain responsibility for the contents of any ClientSky Proposal and all content contained therein is your sole responsibility. Although we do not actively monitor the content of ClientSky Proposals through the Service, we may at any time and without prior notice suspend any use of the Service and/or remove or disable any content in a ClientSky Proposal as to which we are made aware of a reason for concern as to such use or content. We assume no liability or responsibility for a party's failure or inability to electronically sign any ClientSky Proposal. It is your responsibility to evaluate the accuracy and completeness of all ClientSky Proposals.

You acknowledge that depending on the jurisdiction in which you reside, certain laws may impose requirements regarding electronic transactions involving “consumers.” These may include requirements that a consumer consents to the method of contracting and/or that the consumer be provided with a copy, or access to a copy, of a paper or other non-electronic, written record of the transaction. We assume no responsibility or liability to determine whether any particular transaction involves a consumer, nor do we have any responsibility: (i) to furnish or obtain any such consents or to determine if any such consents have been withdrawn; (ii) to provide any information or disclosures in connection with any attempt to obtain any such consents; (iii) to provide legal review of, or to update or correct any information or disclosures previously given; (iv) to provide any such copies or access; or (v) otherwise to comply with any such requirements.

You acknowledge that certain contracts may not be formed using electronic signatures and as such we assume no responsibility for determining whether any particular ClientSky Proposal can be legally formed by an e- signature. Furthermore, you are solely responsible for making available to third parties (including parties to any ClientSky Proposal) all contracts, documents, and other records required by applicable law, including any laws that may require records relating to a transaction to be retained or made accessible for a certain period of time.

ANY STATEMENTS HEREIN ABOUT THE VALIDITY OF ELECTRONIC CONTRACTS ARE GENERAL IN NATURE AND ARE NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS LEGAL ADVICE. WE HEREBY DISCLAIM ANY RESPONSIBILITY FOR ENSURING THAT AGREEMENTS THAT ARE ELECTRONICALLY EXECUTED THROUGH OUR SERVICE ARE VALID OR ENFORCEABLE UNDER THE LAWS OF ANY PARTICULAR STATE OR OTHER JURISDICTION. IF YOU WISH TO VERIFY THE VALIDITY OR ENFORCEABILITY OF ANY AGREEMENT YOU PLAN TO EXECUTE OR HAVE EXECUTED USING OUR SERVICE, THEN YOU SHOULD CONSULT A LICENSED ATTORNEY FOR APPROPRIATE LEGAL ADVICE

If any dispute arises between or among any parties to a ClientSky Proposal that has been transmitted, shared or executed using the Service, we shall not have any responsibility or liability whatsoever with respect to that dispute. Without limiting the generality of the foregoing, we will not have any obligation to assist in mediating any such dispute, to locate any party involved in a ClientSky Proposal or otherwise to facilitate a resolution of such dispute.




User Warranties; Account Registration and Maintenance

You represent and warrant that you are at least 18 years of age (or, as applicable, the age of majority in the state or province in which you reside), and that you possess the legal right and ability to accept these Terms. In connection with the creation of an Account, you: (i) represent and warrant that all of the information you provide to us is true, accurate and complete, and that you have legal right to use any e-mail address you provide; (ii) agree to keep your information current by updating your Account information, (iii) agree to maintain the confidentiality of your password and Account; and (iv) are responsible for all activities that occur under your Account. We reserve the right to close your Account if it remains inactive for more than six months. Upon the termination of an Account, we will purge all ClientSky Proposals from the ClientSky System that were created, sent, modified, accepted, rejected or received in connection with the Account after 60 days of termination.

You further represent and warrant to us that: (i) the performance of your obligations under these Terms will not violate, conflict with, or result in a default under any other agreement, including confidentiality agreements between you and third parties; (ii) you agree to immediately notify us of any unauthorized use of your Account of which you become aware; (iii) you agree that we will not be liable for any losses incurred as a result of a third party's use of your Account, regardless of whether such use is with or without your knowledge and consent; (iv) you will not attempt to gain unauthorized access to the ClientSky System through any unauthorized means; and (v) you will not use or permit the use of the Service to send unsolicited mass mailings outside your organization, it being understood that the term “unsolicited mass mailings” includes all statutory and other common definitions, including all Commercial Electronic Marketing Messages as defined in the U.S. CAN SPAM Act.

For each Account, we will store an amount of ClientSky Proposals on the ClientSky System that is not abusive and/or unduly burdensome, in our sole discretion. You may retrieve and store copies of ClientSky Proposals for storage outside of the ClientSky System at any time during the period in which you are in good financial standing under these Terms, and you may delete ClientSky Proposals from the ClientSky System at your own discretion. Any data associated with a ClientSky Proposal, other than the ClientSky Proposals themselves, including transaction history, sender and recipient names, email addresses and signature IDs may be retained by us permanently.




Disclaimer of ClientSky Warranties; Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

THE SERVICE AND THE SITE ARE PROVIDED ON AN “AS IS” AND “WHEN AVAILABLE” BASIS.

WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, LACK OF VIRUSES, ACCURACY AND TITLE. WE DO NOT WARRANT THAT THE SERVICE OR SITE ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE. ANY MATERIAL, CONTENT, SOFTWARE OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR SOLE DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, OR THROUGH OR FROM THE SITE OR SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE OF THE SERVICES AND SITE. YOU WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON OUR BEHALF TO ANY THIRD PARTY. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES OR SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER THESE TERMS, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

UNDER NO CIRCUMSTANCES WILL OUR TOTAL LIABILITY OF ALL KIND ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO US UNDER THESE TERMS DURING THE THREE (3) MONTHS PRECEDING THE DATE OF THE ACTION OR CLAIM. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES REPRESENTS AN AGREED ALLOCATION OF THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY US TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS AND CONDITIONS, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE WARRANTIES IN THESE TERMS AND CONDITIONS HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

You hereby waive and release us and our affiliates, officers, directors, employees, partners, suppliers, service providers, consultants, and agents (collectively the "Released Parties") from all, and agree not to assert against any of the Released Parties any, claims, costs, damages or expenses arising from or relating to your use of the Service, including but not limited to any such claims, costs, damages or expenses arising from or relating to any dispute with one or more other parties to any ClientSky Proposal executed using our Service. The release is intended to be a general release of all claims, including both known and unknown claims, and if you are a California resident, then you also hereby you waive any rights that you may have under California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."




Indemnification

You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, partners, suppliers, consultants, service providers and agents harmless from any and all third party claims, liability, damages, and costs (including, but not limited to, reasonable attorneys' fees) arising from or related to: (i) your use of the Service; (ii) your violation of these Terms; (iii) your infringement, or infringement by any other user of your Account, of any intellectual property or other right of any person or entity; or (iv) the nature and content of all materials, works, data, statements, and other visual, graphical, written, or audible communications of any nature submitted by any user of your Account or otherwise processed through your Account.




ClientSky Intellectual Property

All media, software, text, user interfaces, trademarks, logos, artwork and other content on the Site (collectively, but not including content uploaded or posted by you, "ClientSky Materials"), including but not limited to the design, selection, arrangement, and coordination of such ClientSky Materials on the Site, is owned or licensed by or to us, and is protected by copyright, trade dress, and trademark laws, and various other intellectual property rights laws. Except as expressly provided in these Terms, no part of the Site and no ClientSky Materials may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial purpose, without our prior express written consent. Except as expressly provided herein, you are not granted any rights or licenses to any intellectual property with respect to any of the ClientSky Materials, and we reserve all rights not expressly granted hereunder.




Termination of Account

If you create an Account, the term of that Account begins on the date you register and ends when that Account is terminated (the “Term”). You may terminate your Account at any time upon 30 days advance written notice to us. For any termination (including when you switch your Account), you will be responsible for payment of all fees and charges through the end of the billing cycle in which termination occurs.

You agree that we may, in our sole discretion and without prior notice to you, terminate your access to the Site, Services and your account for any reason, including without limitation: (i) any attempts to overcome any software security features limiting use of or protecting any ClientSky Materials, (ii) discontinuance or material modification of the Site or any service offered on or through the Site or Service, (iii) any suspected or actual violation of these Terms, (iv) unexpected operational difficulties, or (v) requests by law enforcement or other government agencies.

Without limiting any of our rights or remedies, if we determine that you have directly or indirectly attempted or committed fraudulent activity with respect to our Service or the Site, we may immediately suspend or terminate your Account and charge your credit card on file to recover any damages and costs incurred in connection with such fraudulent activity. You agree that we will not be liable to you or to any third party for termination of your Account and/or access to the Site or Services. For purposes of clarity, upon any termination of your Account for any reason, all licenses granted to you hereunder shall immediately terminate, but all other portions of these Terms shall survive such Account termination.




Copyright Infringement

Pursuant to the Digital Millennium Copyright Act (the "Act"), we will terminate your Account in the event you unlawfully transmit copyrighted material without a license, valid defense or fair use privilege to do so. After proper notification by the copyright holder or its agent to us and later confirmation through court order or an admission by you that your Account has been an instrument of unlawful infringement, we will terminate your account. We may, in our sole discretion, terminate your account prior to that time when we have conclusively confirmed that infringement has occurred. In addition, pursuant to the Act, we have implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act.

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; a description of the copyrighted work or other intellectual property that you claim has been infringed; a description of where the material that you claim is infringing is located on the site; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf. Our Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

  • By mail: Copyright Agent, c/o Arrow Performance LLC, 279 New Britain Rd. Suite 5, Berlin, CT 06037
  • By email: support@clientsky.com




Payment

If you register for an Account, you will be required to provide us with accurate, complete, and current credit card information for a valid credit card that you are authorized to use. You must promptly notify us of any change related to the credit card used for payment. By completing your registration, you authorize us or our agent to bill your credit card the applicable charges, any and all applicable taxes, and any other charges you may incur in connection with your use of the Services, all of which will be charged to your credit card. Each time you use the Service, or allow or cause the Service to be used, you reaffirm that we are authorized to charge your credit card. If we do not receive payment from your credit card provider, you agree to pay all amounts due upon demand. We may modify the price, content, or nature of the Service at any time. If we modify any of the foregoing, you may cancel your use of the Service. We may provide notice of any such changes by e-mail, notice to you upon log-in, or by publishing them on the Site. Your payment obligations survive any termination of your use of the Service before the end of the billing cycle. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. You will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by us to collect any amount that is not paid when due. All amounts payable under these Terms are denominated in United States dollars, and you will pay all such amounts in United States dollars.




Governing Law; Venue

All matters relating to your access to and use of the Site and the Service , including these Term, shall be governed by and decided in accordance with the Laws of the State of Connecticut, without regard to any conflicts of laws and principles thereof. You hereby submit and consent to the exclusive jurisdiction of any state or federal court located within Hartford County, Connecticut, and agree that all actions or proceedings relating to the Site, the Service and these Term shall be litigated in such courts, and you hereby waive any objection which it may have based on improper venue or forum non conveniens to the conduct of any such action or proceeding in such court.




Severability

In the event any provision of these Terms is held to be invalid or unenforceable; the remaining provisions of these Terms shall remain in full force and effect.




Time to Bring Claims

You agree that any claim or cause of action arising out of, or related to the use of, the Service or these Terms must be filed within six (6) months after such claim or cause of action arose or be forever barred.




Entire Agreement

These Terms, together with the Privacy Policy, and any amendments hereto or thereto constitutes the complete and entire agreement between us and you and supersedes any prior or contemporaneous agreements or understandings between us with respect to its subject matter.




Survival

All terms and provisions of these Terms which should by their nature survive the termination shall so survive, including without limitation, those Sections relating to Limitations of Liability, Indemnification, Disclaimer of Warranties, User Warranties, Intellectual Property, Releases and Payment of Fees.




Assignment

These Terms are personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate these Terms shall be null and void. We may freely assign these Terms without consent or notice.