Welcome to Clasp ("Clasp," "we," or "our").
You may become a "Member" of the Service, which shall be defined as a person who uses the Service and/or provides information to the Service.
PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION AND CLASS ACTION WAIVER CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
2. Access and Retention. In order to access and retain this electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program.
3. Eligibility. In order to use the Service, you must be at least eighteen (18) years of age. By using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
The Service is also not available to any users who have been previously removed or suspended from the Service.
If you are using and/or accessing the Service on behalf of a company, entity, or organization (collectively, a "Subscribing Entity"), you represent and warrant that:
Illegal and/or unauthorized uses of the Service include, but are not limited to, collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Websites, sharing or disclosing your username or password to any third party or permitting any third party to access your account, attempting to impersonate another user or person, use of the Service in any fraudulent or misleading manner, any automated use of the system, such as scraping the Websites, automated scripts, spiders, robots, crawlers, harvesting or data mining tools or the like, interfering with, disrupting, or creating an undue burden on the Service or the networks or services connected to the Service, and using the Service in a manner inconsistent with any and all applicable laws and regulations. Illegal and/or unauthorized use of the Service may be investigated, and appropriate legal action may be taken, including without limitation, civil, criminal, and injunctive redress. Use of the Service is with the permission of Clasp, which may be revoked at any time, for any reason, in Clasp's sole discretion.
6. Account Creation and Security. You are responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify Clasp of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Clasp will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-sign in feature if you have it linked to your Clasp account.
YOU ACKNOWLEDGE AND AGREE THAT NONE OF CLASP, ITS AFFILIATES, SUBSIDIARIES, SUCCESSORS, OR ASSIGNS, OR THE SERVICE, IS INTENDED TO PROVIDE YOU WITH FINANCIAL, TAX OR LEGAL ADVICE. NEITHER CLASP NOR ANY OF ITS AFFILIATES, SUBSIDIARIES, SUCCESSORS, OR ASSIGNS IS A FINANCIAL ADVISOR, PLANNER, TAX ADVISOR, BROKER, OR OTHER FINANCIAL PROFESSIONAL. THE SERVICE IS PROVIDED FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY, AND ANY INFORMATION CONTAINED THEREON SHOULD NOT BE RELIED ON AS FINANCIAL, TAX, OR LEGAL ADVICE.
Every person's financial situation is different, and any of the information provided on the Service may not be appropriate for, or applicable to, your personal financial situation. Before making any financial decision, you should always consult with your accountant, financial advisor, and any other tax and legal advisors who are fully informed about your individual financial situation.
a. You must not copy or capture, or attempt to copy or capture, any content from the Websites or Service, unless given express permission by Clasp.
b. You must not copy, republish, adapt, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any content on or from the Websites and/or Service.
c. You must not use any content in any way that is designed to create a separate service or that replicates any part of the offering of the Service.
d. You must not post any content that solicits, or is designed to solicit, money or services from other Members.
e. You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any content.
f. You must not employ any techniques or make use of any services, automated or otherwise, designed to misrepresent your activity on the Service, including without limitation by the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, send messages, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion. You must not offer or promote the availability of any such techniques or services to any other users of the Service.
g. You must not alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Websites or any Content appearing on the Websites.
h. You must not, and must not permit any third party to, copy or adapt the object code of the Websites, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Websites, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to content on the Websites.
i. You must not use the Websites to upload, post, store, transmit, display, copy, distribute, promote, make available or otherwise communicate to the public:
j. You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation.
k. You must not rent, sell or lease access to the Service, or any content on the Websites.
l. You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.
m. You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any Clasp employee. If Clasp determines that any user has threatened, stalked, harassed, or verbally abused any Clasp employee or another Clasp Member, Clasp reserves the right to immediately terminate that user's membership and suspend access to the Service.
n. You must not sell or transfer, or offer to sell or transfer, any Clasp account to any third party without the prior written approval of Clasp.
o. You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.
10. You Bear Risk of Upload. Clasp uses reasonable security measures in order to attempt to protect any content or data that you upload to the Service (collectively, "Your Content"). However, Clasp cannot guarantee that there will be no unauthorized access to, or distribution of, Your Content (such as, by way of example, an unauthorized hack or penetration of the Service), nor will Clasp be liable for any copying or usage of Your Content not authorized by Clasp. You hereby release and forever waive any claims you may have against Clasp for any such unauthorized access to, or distribution of, Your Content, under any theory of liability. THE SECURITY MEASURES TO PROTECT YOUR CONTENT USED BY CLASP HEREIN ARE PROVIDED AND USED "AS-IS" AND WITH NO WARRANTIES OR ASSURANCES THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES.
12. Modifications to Service, Termination of Service. Clasp reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Clasp shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
13. Blocking of IP Addresses. In order to protect the integrity of the Services, Clasp reserves the right at any time in its sole discretion to block Members from certain IP addresses from accessing t he Websites and/or Service.
15. Geographic Restrictions. Clasp does not warrant or guarantee that the Service, or any of its content, is or will be accessible and/or legally permissible outside of the United States. Access to the Service, or certain parts thereof, may not be legal by certain persons or in certain countries. You acknowledge and agree that if you choose to access the Service from outside the United States, you do so entirely on your own initiative and at your own risk, and that you are solely responsible for compliance with local laws.
16. Third Party Content. Clasp may provide third party content on the Websites and/or Service and may provide links to webpages and content of third parties (collectively, the "Third-Party Content") as a service to those interested in this information. Clasp does not control, endorse or adopt any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation regarding its accuracy or completeness. Please be aware that Clasp does not create Third-Party Content, nor does Clasp update or monitor it. Clasp is therefore not responsible for any Third-Party Content on the Service. Members use such Third-Party Content at their own risk.
The Service may include links or references to other web sites or services solely as a convenience to Clasp users (collectively, the "Reference Sites"). Clasp does not endorse any Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service are solely between you and the relevant advertiser. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at your own risk.
17. Intellectual Property. Clasp, the Clasp logos and any other product or service name or slogan contained in the Service are trademarks of Clasp or our suppliers or licensors and may not be copied, imitated or used, in whole or in part, without the prior written permission of Clasp or the applicable trademark holder. Any authorized use f these trademarks must be in accordance with any guidelines that Clasp may provide you from time to time.
Clasp retains all proprietary rights in the Websites and the Service, except where otherwise noted. The Websites contain the copyrighted material, trademarks, and other proprietary information of Clasp, and its licensors. Except where we have given you express written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information. All content on Clasp is proprietary. Except where otherwise specified in this Agreement, all content is copyrighted material of Clasp and for Clasp Members' use only. Distribution of content to others is strictly prohibited. You agree that Clasp would be irreparably harmed by any violation or threatened violation of this section and that, therefore, Clasp shall be entitled to an injunction prohibiting you from any violation or threatened violation of this section, without posting bond, in addition to any other right or remedy it may have.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Websites or Service, except as follows:
You must not:
You must not access or use for any commercial purposes any part of the Websites or Service or any services or materials available through the Websites or Service.
You may not use any metatags or any other hidden text utilizing "Clasp" or any other name, trademark or product or service name of Clasp without our prior written permission. In addition, the look and feel of the Clasp Service, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Clasp and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Service 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 or any other affiliation.
The Service is owned and operated by Clasp. Unless otherwise indicated, all content and other materials on the Service, including, without limitation, Clasp's logos, the visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, sound files, other files and the selection and arrangement thereof (collectively, the "Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws (including in your country of residence).
In the event that you send any unsolicited ideas, suggestions, or feedback to Clasp (collectively, the "Feedback"), you acknowledge and agree that such Feedback is non-confidential and non-proprietary to you, and you grant to Clasp a worldwide, royalty-free and non-exclusive license(s) to use, distribute, reproduce, and publicly display such Feedback for any reason or purpose, without attribution or compensation to you.
You further acknowledge and agree that Apple is not responsible for addressing or resolving any claims by you or a third party relating to your use and/or possession of the App, including, but not limited to, warranty or liability claims, claims that the App fails to conform to a legal or regulatory requirement, consumer protection or similar claims, or claims that the App infringes the intellectual property rights of a third party (including, without limitation, trademark, copyright, and/or patent rights).
20. Limitation of Liability. In no event shall Clasp be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the Websites or Service, or use thereof. Nothing contained in the Websites or Service or in any written or oral communications from Clasp or its employees or agents shall be construed to make any promise, covenant, warranty, or guaranty, all of which are explicitly disclaimed hereby, contrary to the statements and disclaimers contained in this paragraph.
The content and functionality on the Websites and Service, along
with the services provided by employees of the Websites and Service,
are offered "as is" without warranty of any kind, either express or
implied, including, without limitation, implied warranties of
merchantability, fitness for a particular purpose, title and
non-infringement. Clasp makes no warranties, express or implied,
as to the ownership, accuracy, completeness or adequacy of
the Websites' content or that the functionality of the Websites
or Service will be uninterrupted or error-free or free from virus
or third party attack. You hereby acknowledge that your use of
the Websites and the Service is at your sole risk.
UNDER NO CIRCUMSTANCES SHALL CLASP, ITS OFFICERS, OWNERS, EMPLOYEES OR AGENTS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM USE OF, OR INABILITY TO USE, THE WEBSITES OR SERVICE OR THE INFORMATION CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE WEBSITES OR SERVICE, EVEN IF CLASP HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.
TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL CLASP HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT, WEBSITES OR THE SERVICE, OR YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO PHYSICAL INJURY, DEATH, EMOTIONAL DISTRESS, LOST PROFITS, LOST DATA, LOSS OF GOODWILL, COPYRIGHT INFRINGEMENT, WORK STOPPAGE, EQUIPMENT FAILURE OR MALFUNCTION, PERSONAL INJURY, PROPERTY DAMAGE, OR ANY OTHER DAMAGES OR LOSSES, EVEN IF CLASP HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH SUCH LIABILITY IS BASED.
YOU FURTHER ACKNOWLEDGE AND AGREE THAT CLASP SHALL HAVE NO LIABILITY FOR DAMAGES ARISING FROM ANY DISPUTE BETWEEN YOURSELF AND ANOTHER USER OF THE SERVICE.
In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, you agree that the entire aggregate liability of Clasp and sole remedy available to any Member in any case in any way arising out of or relating to the Agreement, Websites or the Service shall be limited to monetary damages that in the aggregate may not exceed the greater of $500.00 or the sum of any amount paid by the Member or user to Clasp during the six months prior to notice to Clasp of the dispute for which the remedy is sought.
21. Reliance on Information Posted. The information presented on or through the Websites and/or Service is made available solely for general information purposes. Clasp does not warrant the accuracy, completeness or usefulness of any such information. Any reliance you place on such information is strictly at your own risk. Clasp disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Service, or by anyone who may be informed of any of its contents.
This Service may include content provided by third parties, including materials provided by other users and third-party licensors, syndicators, content creators, aggregators and/or reporting services. All statements and/or opinions expressed in such materials, and all articles and responses to questions and/or other content, other than content provided by Clasp, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Clasp, and Clasp is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
22. Indemnity by You. You agree to indemnify and hold Clasp, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of or related to:
c. any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of Clasp.
24. Parental or Guardian Permission. Some of the content on the Websites may not be appropriate for children. CHILDREN UNDER THE AGE OF 18 ARE NOT PERMITTED TO USE THE WEBSITES AND/OR SERVICE UNLESS A SUPERVISING PARENT OR GUARDIAN IS PRESENT. INDIVIDUALS UNDER THE AGE OF 18 ARE NOT PERMITTED TO SUBSCRIBE TO OUR FEE-BASED SERVICES OR GIVE CLASP THEIR EMAIL ADDRESS OR ANY OTHER PERSONALLY IDENTIFIABLE INFORMATION.
25. Communications from Clasp. Clasp may, at its sole discretion, provide you with notices, including without limitation notices regarding changes to this Agreement, using any reasonable means now known or hereafter developed, including without limitation by email, regular mail, SMS, MMS, text message or postings on the Service. By using or accessing the Service, you expressly consent to receive such communications. Such notices may not be received if you violate this Agreement by accessing the Service in an unauthorized manner. You acknowledge and agree that you are deemed to have received any and all notices that would have been delivered had you accessed the Service in an authorized manner.
26. Jurisdiction and Choice of Law; Dispute Resolution. If there is any dispute arising out of the Websites and/or the Service, by using the Websites and/or Service, you expressly agree that any such dispute shall be governed by the laws of the State of New York, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of New York, for the resolution of any such dispute. Acceptance of the terms and conditions of this Agreement constitutes your consent to be sued in such courts and to accept service of process outside the State of New York with the same force and effect as if such service had been made within the State of New York. You hereby agree to accept service of process for any action hereunder by certified mail return receipt requested which service shall have the same force and effect as though service had been effected by personal service in the applicable jurisdiction. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
27. Arbitration Provision/No Class Action. Except where prohibited by law, as a condition of using the Websites and/or Service, you agree that any and all disputes, claims and causes of action (collectively, "Claim") arising out of or connected with the Websites and/or Service, shall be resolved individually, without resort to any form of class action, exclusively by binding arbitration for full and final settlement of such Claim, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof. The parties shall split the arbitration and/or mediator costs. An award rendered by the arbitrator(s) may be entered and confirmed by the courts of the State of New York, County of New York, or the United States District Court for the Southern District of New York. The parties agree that any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in the courts of the State of New York, County of New York, or the United States District Court for the Southern District of New York.
30. Amendment. Clasp may make changes to these Terms at any time. Any revised terms will be effective upon posting on the Websites; your use of the Websites and/or Service after these updated Terms have been posted will constitute your express acceptance of the revised Terms.
Please contact us with any questions regarding this agreement. Clasp is a trademark of Clasp Inc.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.