Terms & Conditions

Terms & Conditions

Last updated: September 9, 2021

BY USING OUR SITE AND APPLICATION, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF CLARAVINE’S ONLINE SERVICE, (COLLECTIVELY, THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE. THIS AGREEMENT CONTAINS 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

Welcome

As part of the Service, Claravine will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Claravine website incorporated by reference herein, including but not limited to Claravine’s privacy policy. For reference, a Definitions section is included at the end of this Agreement.

1. Modification of Terms

Claravine reserves the right, at our discretion, to change, modify, add, or remove portions of the Terms at any time. Please check the Terms and any guidelines periodically for changes. In the case of material changes to the Terms, Claravine will use reasonable efforts to notify you of the change, such as through sending an email to any address you may have used to register for an account, through a pop-up window, or other similar mechanism. Except as stated elsewhere, such modified Terms will become effective upon the earlier of (i) your continued use of the Service with actual knowledge of such modified Terms, or (ii) 30 days from publication of such modified Terms on the Service. Your use of the Service following the date that any such change becomes effective constitutes your agreement to be bound by the modified Terms. If you do not agree to the modified Terms, your sole and exclusive remedy is to terminate your account and you may no longer use the Service. Disputes arising under these Terms will be resolved in accordance with the version of the Terms that was in effect at the time the dispute arose

2. Privacy & Security; Disclosure

Claravine’s privacy policy may be viewed at www.Claravine.com and is hereby incorporated by reference into these Terms. Please read the Privacy Policy carefully for information relating to Claravine’s collection, use and disclosure of your personal information. Claravine may update its Privacy Policy from time to time without prior notice to you and such updated version shall become immediately effective upon adoption and publication. Claravine reserves the right to modify its privacy policy in its reasonable discretion from time to time.   You are advised to regularly check the Privacy Policy to ensure that you are aware of any updates, as your continued use of the Service constitutes acknowledgement and acceptance of any revisions and updates. 

Note that because the Service is a hosted, online application, Claravine occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service.

3. License Grant & Restrictions

Claravine hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Claravine and its licensors.

You may not access the Service if you are a direct competitor of Claravine, except with Claravine’s prior written consent. In addition, you may not access the Service solely for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

4. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Claravine immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Claravine immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Claravine user or provide false identity information to gain access to or use the Service.

Your Account.  When you use the Service, you may be asked to provide a username and password in order for us to establish an account for you on the Service (“Account”). You are solely responsible for maintaining the confidentiality of your Account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your Account and password. You agree that the information you provide to Claravine, whether on registration or at any other time, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. You are solely responsible for any and all activity that occurs within your Account while using the Service, including, but not limited to, the content located in all electronic mail messages sent through the Service from your Account. 

5. Account Information and Data

Claravine does not own any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”). You, not Claravine, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Claravine shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Claravine will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Claravine reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Claravine shall have no obligation to maintain or forward any Customer Data.

6. Intellectual Property Ownership

Claravine alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Claravine Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Claravine Technology or the Intellectual Property Rights owned by Claravine. The Claravine name, the Claravine logo, and the product names associated with the Service are trademarks of Claravine or third parties, and no right or license is granted to use them.

Feedback.  You, from time to time, may submit comments, questions, suggestions or other feedback relating to any Claravine product or service to Claravine (“Feedback”). Claravine may freely use or exploit Feedback in connection with any of its products or services. 

7. Termination

Termination by Claravine. You agree that Claravine, in its sole discretion, for any or no reason, and without penalty, may terminate any Account you may have with Claravine or your use of the Service and remove and discard all or any part of your Account, User profile, and any User Communications, at any time. Claravine may also in its sole discretion, and at any time, discontinue the Service or discontinue providing access to the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service or any Account you may have or portion thereof may be affected without prior notice, and you agree that Claravine will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Claravine may have at law or in equity. As discussed herein, Claravine does not permit copyright infringing activities on the Service, and will terminate access to the Service, and remove all User Communications and other content submitted by any Users who are found to be repeat infringers

Any breach of your payment obligations or unauthorized use of the Claravine Technology or Service will be deemed a material breach of this Agreement. Claravine, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Claravine may terminate a free account at any time in its sole discretion. You agree and acknowledge that Claravine has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

Termination by You.  Your only remedy with respect to any dissatisfaction with (i) the Service, (ii) any term of these Terms of Service, (iii) any policy or practice of Claravine in operating the Service, or (iv) any content or information transmitted through the Service, is to terminate the Terms and your Account. You may terminate the Terms at any time by deleting your login Account with the Service and discontinuing use of any and all parts of the Service.

8. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Claravine represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Claravine help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

9. Indemnification

You agree to indemnify, save, and hold Claravine, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, any violation by you of the Terms, any violation by you of applicable law, or any breach of the representations, warranties, and covenants made by you herein. Claravine reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Claravine, and you agree to cooperate with Claravine’s defense of these claims. Claravine will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

Your Content.  You agree to defend, indemnify and hold Claravine harmless from and against any loss, damage or costs (including reasonable attorneys’ fees, court costs, and witness fees) incurred in connection with any third-party claim made or brought against Claravine arising out of or related to (i) any images, video, data and other information You provided to Claravine or uploaded or imported into the Services (“Customer Content”), (ii) Your use of the Services and the results obtained therefrom, (iii) the use of the Services or the data or results therefrom by any third party on Your behalf; and/or (iv) Your violation of any applicable laws.

10. Disclaimer of Warranties

NO WARRANTIES. CLARAVINE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. CLARAVINE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CLARAVINE, AND ITS AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CLARAVINE OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT, AS USED IN THIS SECTION, THE TERM CLARAVINE INCLUDES CLARAVINE’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.

“AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS”. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ANY DATA, INFORMATION, THIRD- PARTY SOFTWARE, USER COMMUNICATIONS, REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.

CONTENT. CLARAVINE, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, USER CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SERVICE OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU FURTHER ACKNOWLEDGE AND AGREE THAT NOT ALL EMAIL MESSAGES AND MARKETING COMMUNICATIONS SENT THROUGH THE USE OF THE SERVICE WILL BE RECEIVED BY THEIR INTENDED RECIPIENTS.

ACCURACY. CLARAVINE, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

HARM TO YOUR COMPUTER. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SERVICE OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

11. Limitation of Liability; Damages

LIMITATIONS OF LIABILITY.  UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL CLARAVINE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES, OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON- PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THE TERMS OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE SERVICE OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH CLARAVINE, EVEN IF CLARAVINE OR A CLARAVINE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, CLARAVINE’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW

LIMITATION OF DAMAGES. IN NO EVENT WILL CLARAVINE’S OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, OR THIRD-PARTY PARTNERS’, LICENSORS’, OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OF THE SERVICE OR YOUR INTERACTION WITH OTHER SERVICE USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

BASIS OF THE BARGAIN. YOU ACKNOWLEDGE AND AGREE THAT CLARAVINE HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND CLARAVINE, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND CLARAVINE. CLARAVINE WOULD NOT BE ABLE TO PROVIDE

THE SERVICE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

LIMITATIONS BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

12. Dispute Resolution

Dispute Resolution. In the interest of resolving disputes between you and Claravine in the most expedient and cost-effective manner, you and Claravine agree that any and all disputes arising in connection with the Terms shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of the Terms, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. You understand and agree that, by entering into the Terms, you and Claravine are each waiving the right to a trial by jury or to participate in a class action.

Exceptions. Notwithstanding subsection (a), we both agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.

Arbitrator. Any arbitration between you and Claravine will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by the Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Claravine.

Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice”). Claravine’s address for Notice is: Claravine, Inc., P.O. Box 521, Lehi, UT 84043. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Claravine may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Claravine shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any; provided that if our dispute is finally resolved through arbitration in your favor, Claravine shall pay you the greater of (i) the amount awarded by the arbitrator, if any, and (ii) the greatest amount offered by Claravine in settlement of the dispute prior to the arbitrator’s award.

Fees. In the event that you commence arbitration in accordance with the Terms, Claravine will reimburse you for your payment of the filing fee, unless your claim is for greater than $5,000, in which case the payment of any fees shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in Salt Lake County, Utah, provided that if the claim is for $5,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA Rules. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Claravine for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

No Class Actions. YOU AND CLARAVINE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Claravine agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

Modifications. In the event that Claravine makes any future change to this arbitration provision (other than a change to the Claravine’s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to Claravine’s address for Notice, in which case your account with Claravine shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject shall survive.

Enforceability. If any of this Section or the entirety of this Section is found to be unenforceable, then the entirety of this Section shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in the “Miscellaneous” Section, below, shall govern any action arising out of or related to the Terms.

13. Local Laws and Export Control

This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The user of this site (“User”) acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000

Claravine and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

14. Notice

Claravine may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Claravine’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Claravine’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Claravine (such notice shall be deemed given when received by Claravine) at any time by any of the following: letter sent by confirmed facsimile to Claravine at the following fax number 801-206-3282, or by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Claravine at the following address: Claravine, Inc., having its principal place of business at [please insert preferred address], addressed to the attention of: [please insert preferred corporate officer].

15. Modification to Terms

Claravine reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

16. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of Claravine but may be assigned without your consent by Claravine to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Claravine directly or indirectly owning or controlling 50% or more of you shall entitle Claravine to terminate this Agreement for cause immediately upon written notice.

17. General

Choice of Law; Venue.  With respect to U.S. Customers, this Agreement shall be governed by Utah State law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Salt Lake County Utah. 

Entire Agreement; Severable.  No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Claravine and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.  If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. 

Independence.  No joint venture, partnership, employment, or agency relationship exists between you and Claravine as a result of this agreement or use of the Service. 

No Waiver.  The failure of Claravine to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Claravine in writing. 

18. Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith: 

“Agreement” means these online terms of use, any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the Claravine website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Claravine from time to time in its sole discretion; 

“Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; 

“Customer Data” means any data, information or material provided or submitted by you to the Service in the course of using the Service; 

“Effective Date” means the earlier of either the date this Agreement is accepted by selecting the 

“I Accept” option presented on the screen after this Agreement is displayed or the date you begin using the Service; 

“Initial Term” means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter); 

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; 

“License Administrator(s)” means those Users designated by you who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; 

“License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); 

“Order Form(s)” means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); 

“Online Order Center” means Claravine’s online application that allows the License Administrator designated by you to, among other things, add additional Users to the Service; 

“Claravine” means collectively Claravine, Inc., a Delaware corporation, having its principal place of business at P.O. Box 521 Lehi, UT 84043; 

“Claravine Technology” means all of Claravine’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Claravine in providing the Service; 

“Service(s)” means the specific edition of Claravine’s online customer relationship management, billing, data analysis, or other corporate ERP services identified during the ordering process, developed, operated, and maintained by Claravine, accessible via www.Claravine.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by Claravine, to which you are being granted access under this Agreement, including the Saleforce.com Technology and the Content; 

“User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Claravine at your request).

19. Questions or Additional Information:

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to support@Claravine.com.