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This document contains important information regarding
the terms and conditions which apply to your obtaining
Clip-It!, (hereafter "the service") a proprietary
software of Smartware, LLC hereinafter referred to
as "Smartware". Your access to and use of
Clip-It! is subject to your compliance with all the
terms and conditions set forth in this agreement.
You understand and acknowledge that Smartware may
modify or change the terms and conditions set forth
herein by posting such modifications or changes online.
REPRESENTATION AS TO CAPACITY TO ENTER INTO AGREEMENT
You represent that you are of required legal age to
enter into this agreement and that no one except you
has any interest in any of your accounts with us.
You represent and warrant that the information you
supply in your new account documentation and all other
information requested by Smartware and provided by
you is accurate and truthful.
In consideration of Smartware accepting and maintaining
an account for you, you hereby agree that you have
read, understand, consent and agree to all terms and
conditions outlined in the following agreement and
appendices.
This Agreement includes Smartware's Privacy
Policy incorporated herein by reference, and governs
Your use of the Service.
DESCRIPTION OF SERVICE. The Service allows
a user to save and organize web pages to his/her personal
archive. The Service also allows a user to e-mail
articles to other online users. The service also provides
the user with access to an online forum and links
to the most frequently clipped articles by all Clip-It!
users.
1. THE SERVICE. You understand and agree to
the following: (a)if you choose to register, You must
submit a valid e-mail address and select a password
and user name during the registration process which
provides access to your account. You are the sole
and exclusive owner and are the only authorized user
of such password and accept sole responsibility for
use, confidentiality and protection of the password.
You accept full responsibility for the monitoring
and safeguarding of your accounts. You are solely
responsible for any and all activities that occur
under Your account.
You will immediately notify Smartware in writing,
delivered via e-mail if you become aware of any loss,
theft or unauthorized use of your password and user
name. You will be instructed how to create a new Password.
You will still be able to access Your previous account
information and content.
If You elect to replace Your account by the means
of deleting Your current account and creating a new
account, You shall be unable to access Your previous
account information.
You understand and agree that the content of all
users, including Your content will be collected, aggregated
and anonymously integrated into the Service by Smartware
for the purpose of providing such information to other
Smartware users, content providers and advertisers
and for other purposes, including, without limitation,
statistical and analysis purposes and other services
Smartware deems beneficial to its users and affiliates.
You understand and agree that unless expressly stated,
Smartware in no way reviews, controls, examines, verifies
or endorses any of the information contained on or
in the Service, including but not limited to links,
Internet Web sites, advertisements, products, goods,
services or promotions; and (c) any dealings with
advertisers on the Service or participation in promotions,
including the delivery and the payment for goods or
service and any other terms, conditions, warranties
or representations associated with such dealings or
promotions are solely between You and the advertiser
or third party. Smartware shall have no responsibility
or liability to You for any such dealings or promotions.
2. REGISTRATION PROCESS. If You decide to
register for the Service, You must complete the Smartware
registration screen. As part of the registration process
for the Service, You agree to: (a) provide certain
limited information about You as prompted to do so
by the Service (such information to be current, complete
and accurate); and (b) maintain and update this information
as required to keep it current, complete and accurate.
The information requested on original sign up shall
be referred to as registration data ("Registration
Data"). Smartware reserves the right to refuse
the Service to any user.
3. SOFTWARE. In accordance with Your authorized
use of the Service, Smartware grants You a limited
license to use the Software solely in connection with
the Service offered by Smartware. Smartware and the
Smartware logo, and other names, logos, icons and
marks identifying Smartware's products and services
are trademarks of Smartware and may not be used without
the prior written permission of Smartware. Except
as otherwise expressly set forth in this Agreement,
You may not copy, reproduce, distribute, or create
derivative works of the Software without Smartware's
express written authorization. Further, You may not
reverse engineer, decompile, alter, modify, disassemble,
or otherwise attempt to derive source code from the
Software. All rights not expressly granted in this
Agreement are reserved to Smartware. You may use the
Software on any computer under Your full control.
You shall not remove, cover or obscure any trademark,
copyright and other proprietary notices or legends
included on the Software. You understand and agree
that any uploading will be at Your sole risk and Smartware
shall not be responsible to You in any way. Further,
Smartware does not provide any warranty as to Your
use of any third party content or software that You
download from the Smartware site.
4. USER CONDUCT. Your right to use the Service
is personal to You. You may be either an individual
or a corporation or business entity, but You agree
not to resell the use of the Service, any downloadable
software or other materials or any information obtained
by You without the express written consent of Smartware.
You are solely responsible for the content of Your
transmissions through the Service. Smartware does,
however, reserve the right to take any action with
respect to the Service that Smartware deems necessary
or appropriate in Smartware's sole discretion if Smartware
believes You or Your transmissions or use of the Service
may violate the rights of others, these rules or any
applicable laws. Your use of the Service is subject
to all applicable local, state, national and international
laws and regulations (including without limitation
those governing account collection, export control,
consumer protection, unfair competition, anti-discrimination
or false advertising). You agree: (a) to comply with
all laws, rules and other regulations applicable in
connection with the Service; (b) not to interfere
or disrupt networks connected to the Service; (c)
not to use the Service to infringe any third party's
copyright, patent, trademark, trade secret or other
proprietary rights or rights of publicity or privacy;
(d) not to use or transmit through the Service any
unlawful, harassing, libelous, abusive, threatening,
harmful, vulgar, obscene or otherwise objectionable
material of any kind or nature; and (e) You will not
interfere with another user's use and enjoyment of
the Service.
5. LINKS TO THIRD PARTY SITES. Any links included
within the Service may permit You to leave the Service.
These linked sites are not under the control of Smartware
and Smartware shall not be responsible for the contents
of any linked site or any link contained in a linked
site. All such sites shall be subject to the policies
and procedures of the owner of such site. Smartware
is not responsible and shall have no liability for
webcasting, or any other form of transmission received
from any linked site. Smartware is providing these
links to You as a convenience.
6. PRIVACY. Please see our Privacy
Policy incorporated herein by reference.
1. Monitoring and Recording Telephone Conversations
and E-mail For your protection and for the protection
of Smartware, and as a tool to correct misunderstandings,
you understand, agree and authorize Smartware, at
its discretion, and without further prior notice to
you, to monitor and record any or all telephone conversations
between you and any of Smartware's employees or agents
Smartware and to monitor your electronic communications
conducted with us.
7. TERMINATION. Smartware may immediately
terminate Your membership and right to use the Service
if (a) You breach this Agreement; (b) Smartware is
unable to verify or authenticate any information You
provide to Smartware; (c) such information is inaccurate;
or (d) Smartware decides, in its sole discretion,
to discontinue offering the Service. Smartware shall
not be liable to You or any third party for termination
of the Service. You may terminate the Service with
or without cause at any time, effective immediately
by deleting any and all copies of the Software and
requesting closure of Your account. Should You object
to any terms and conditions of this Agreement or any
subsequent modifications hereto, or if You become
dissatisfied with the Service in any way, Your sole
recourse is to immediately: (a) discontinue use of
the Service; (b) delete all copies of the Software;
and (c) notify Smartware of Your termination. Upon
termination of the Service, Your right to use the
Service immediately ceases.
8. MODIFICATIONS. Smartware may amend this
Agreement at any time by (a) posting a revised Smartware
Terms of Use document on the Smartware.com, savethis.com,
or emailthis.com domains and/or (b) sending information
regarding the amendment to the Agreement to the e-mail
address You provide to Smartware. You are responsible
for regularly reviewing the Smartware World Wide Web
sites to obtain timely notice of such amendments.
Any continued use of the Software or Service by You
after such amended terms have been posted or information
regarding such amendment has been sent to You, shall
be deemed Your consent and agreement to such amended
terms. Otherwise, this Agreement may not be amended
except in writing signed by both parties. Furthermore,
Smartware reserves the right, at any time and for
any or no reason, to limit, deny, modify or discontinue
the Service with or without notice to You. Smartware
shall not be liable to You or any third party should
Smartware exercise its right to modify or discontinue
the Service.
9. DISCLAIMER OF WARRANTIES.
DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON LIABILITY.
YOU AGREE THAT YOUR ACCESS TO AND USE OF Clip-It!
IS ON AN "AS-IS", "AS AVAILABLE"
BASIS AND WE SPECIFICALLY DISCLAIM ANY REPRESENTATIONS
OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
YOU EXPRESSLY AGREE THAT USE OF THE SOFTWARE, SERVICES
AND/OR ANY GRAPHICS OR OTHER CONTENT YOU DOWNLOAD
FROM THE SMARTWARE SITE IS AT YOUR SOLE RISK AND THAT
YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR
COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM
THE DOWNLOAD OF SUCH SOFTWARE, SERVICES AND/OR ANY
GRAPHICS OR OTHER CONTENT. NEITHER SMARTWARE, NOR
ITS LICENSORS OR SUPPLIERS MAKE ANY WARRANTY THAT
THE SOFTWARE, SERVICES AND/OR ANY GRAPHICS OR OTHER
CONTENT YOU DOWNLOAD FROM THE SMARTWARE SITE WILL
MEET YOUR REQUIREMENTS, OR THAT THE SOFTWARE OR SERVICE
WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE;
NOR DOES SMARTWARE, ITS LICENSORS OR SUPPLIERS MAKE
ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED
FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY
OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH
THE SERVICE OR THAT DEFECTS IN THE SOFTWARE WILL BE
CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION
OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS
MAY NOT APPLY TO YOU.
10. LIMITATION OF LIABILITY. IN NO EVENT SHALL SMARTWARE,
ITS LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR ANY
THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL
OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR
THE INABILITY TO USE THE SOFTWARE, SERVICE, AND/OR
ANY GRAPHICS OR OTHER CONTENT, INCLUDING BUT NOT LIMITED
TO, DAMAGES FOR LOSS OF PROFITS, EVEN IF SMARTWARE
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER SMARTWARE SHALL HAVE NO LIABILITY TO YOU OR
OTHER THIRD PARTIES FOR ANY THIRD PARTY CONTENT UPLOADED
ONTO OR DOWNLOADED FROM THE SERVICE. SOME JURISDICTIONS
DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF
THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
11. INDEMNITY. YOU HEREBY AGREE, AT YOUR EXPENSE,
TO INDEMNIFY, DEFEND AND HOLD SMARTWARE HARMLESS FROM
AND AGAINST ANY LOSS, COST, DAMAGES, LIABILITY, AND/OR
EXPENSE ARISING OUT OF OR RELATING TO (A) THIRD PARTY
CLAIMS, ACTIONS OR ALLEGATIONS OF INFRINGEMENT BASED
ON INFORMATION, DATA OR CONTENT YOU SUBMITTED IN CONNECTION
WITH THE SERVICE, (B) ANY FRAUD OR MANIPULATION, OR
OTHER BREACH OF THIS AGREEMENT, BY YOU, OR (C) THIRD
PARTY CLAIMS, ACTIONS OR ALLEGATIONS BROUGHT AGAINST
SMARTWARE ARISING OUT OF YOUR USE OF THE SERVICE OR
SOFTWARE.
12. GENERAL TERMS. This Agreement is governed
in all respects by the laws of the State of Illinois,
U.S.A, without reference to its conflicts of laws,
principles and any dispute arising hereunder shall
be submitted to state and federal courts in Illinois
and You consent to the exclusive jurisdiction of such
courts. If any provision of this Agreement is held
to be invalid or unenforceable, such provision shall
be struck and the remaining provisions shall be enforced.
Smartware's failure to act with respect to a breach
by You does not waive Smartware's right to act with
respect to subsequent or similar breaches. You may
not assign or transfer this Agreement or any rights
hereunder, and any attempt to the contrary is void.
This Agreement shall inure to the benefit of and be
binding upon each party's successors and assigns.
Smartware shall not be liable for any delay or failure
to perform resulting directly or indirectly from any
causes beyond Smartware's reasonable control. Any
notice required or permitted to be given to You under
this Agreement shall be delivered by electronic mail
at the e-mail address provided by You during registration.
13. SPECIAL ADMONITIONS FOR INTERNATIONAL USE.
As a consequence of the global nature of the Internet,
You agree to comply with all local rules regarding
user conduct on the Internet and acceptable content.
Specifically, You agree to comply with all applicable
laws regarding the transmission of technical data
exported from the United States or the country in
which You reside.
This Agreement constitutes the complete and exclusive
understanding and agreement of the parties relating
to the subject matter hereof and supersedes all prior
understandings, proposals, agreements, negotiations,
and discussions between the parties, whether written
or oral. You understand and agree that You are solely
responsible for reviewing the terms of this Agreement
from time to time. Any continued use of the Software
or Service by You after such amended terms have been
posted or information regarding such amendment has
been sent to You, shall be deemed Your consent and
agreement to such amended terms.
14. SUBSCRIPTION TERMS Subscription
terms are good for one year from contract date. Smartware
reserves the right to increase subscription price up
to but not exceeding ten percent (10%) of previous year’s
base price each subsequent year.
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