Welcome to https://comment.click! By using our Website, you acknowledge that you have read and understood these terms of use (the “Terms”), which incorporate by reference our Privacy Policy, located at https://comment.click/privacy, and agree to be bound by the Terms.
It is your obligation to review these Terms before using the Website. If you do not understand or have questions about the Terms, please stop all use of the Website and contact us at hello@comment.click.
Any changes to these Terms will be effective immediately upon our posting them to the Website, unless otherwise stated. We reserve the right to change the contents of the Website at any time, with or without notice.
These Terms apply only to the Website and do not apply to any websites, even those controlled by us, that are linked to the Website. For access to the terms of use or privacy policies of linked websites, you should refer to the policies of those websites.
If you become a Subscriber of Comment Click, these Terms and the Privacy Policy will be superseded by the terms and conditions applicable to your subscription to the System to the extent of any conflicts between them.
Definitions
“Comment Click” means Comment Click, LLC, a California limited liability company, who is the owner and operator of the Website.
“Website” means the website located at https://comment.click.
“Content” means any and all material, existing or having existed on the Website in any fashion from any origin and in any form whether digital, electronic, posted, deleted, archived, embedded, or linked or contained in any subpage of the Website or existing as data, designs, text (on every page of the Website, whether editorial, navigational, or instructional), images, graphics (including all logos, buttons, and other graphical elements on the Website, including the color combinations and the page layout of the Website, with the exception of trademarks and intellectual property belonging to third parties), code or programming (includes both client-side code and server-side code (including compiled or interpreted code in any computer language, databases, etc.) used on the Website), and includes all material that we have provided on or as part of the Website or which any Users have submitted, posted, uploaded, or otherwise provided to the Website.
“Subscriber” means any person or entity who investigates, initiates, or completes a signup for a subscription to the System with Comment Click.
“Services” means any of the products or services provided by or through Comment Click, including subscriptions to the System.
“System” means the software as a service offering of Comment Click that is offered in connection with the Website.
“User” means any person or entity, as the case may be, who accesses the Website. As a User, you are subject to these Terms and our Privacy Policy https://comment.click/privacy and agree to abide by all terms and conditions contained in these Terms.
GENERAL USE OF THIS WEBSITE
We hereby grant you a limited license to view and use the Website solely as an aid to properly engaging with the Website as a User. You may use the Website only in a manner consistent with your bona fide personal or internal business needs.
If a Subscriber creates an account on the Website, then Subscriber shall ensure that all users of Subscriber’s account, whether or not they have separate usernames or passwords, comply with the restrictions on use and disclosure set forth in these Terms and in any agreement governing the subscription.
Subscriber is responsible for, including being liable to Comment Click for, (1) any person’s use of the Website that is authorized or permitted by Subscriber, including any use or conduct that violates the AUP or other requirements of these Terms applicable to Subscriber; and (2) any use of the System through Subscriber’s account, whether authorized or unauthorized. Subscriber is responsible to, at its discretion, arrange for or establish the liability to Subscriber of any such person for their actions or omissions.
Subscriber shall use reasonable efforts to prevent unauthorized access to the System, including by protecting its passwords and other log-in information. Subscriber shall notify Comment Click promptly following Subscriber’s knowledge, awareness, or good-faith suspicion that Subscriber’s log-in information has been compromised.
Subscriber shall notify Comment Click immediately of any known or suspected unauthorized use of the System or breach of its security and shall use reasonable efforts to halt and remediate any such breach.
The Website, the System, and any Services are not intended for the use of children under the age of 13. Children under the age of 13 may not use or submit any information to the Website, and their guardians should not permit them to do so.
Individuals older than 13 but under the age of 18 may access the Website or System only under the supervision of a parent or legal guardian who agrees to be bound by these Terms and responsible for all of the User’s actions taken on the Website. These age restrictions are based on applicable law for the benefit of such children.
Any unauthorized use by you or on your behalf, including as described in this section of these Terms, will automatically terminate the license granted by us, and you may not thereafter use the Website for any personal or business purpose.
Except as provided in these Terms or by the Website itself, you may not:
Use of this Website is not a legal right. We reserve the right to suspend or terminate your access to the Website for any reason or no reason at any time, in our sole discretion without considering the potential ramifications on you and your activities.
Comment Click may immediately terminate or suspend any person’s access to the Website or the System, without advance notice, if Comment Click believes in good faith that there has been a violation of these Terms or any other applicable agreement. Comment Click shall use reasonable efforts to provide written notice to Subscriber as soon as practicable following any such termination or suspension of access. Neither these Terms nor the AUP require that Comment Click enforce the AUP or these Terms against Subscriber or any user or other person. Comment Click reserves the right to take such action, or no action, as it may determine from time to time.
The Website may allow you to post information or data in a variety of forms to dedicated sections of the Website, such as support forums or similar message boards. The purpose of these sections, unless otherwise specified, is to support the business of Comment Click and the related needs of its Users and Subscribers.
“User-Generated Content” means any content created or publicly posted by you to the Website.
You hereby irrevocably grant to Comment Click a worldwide, perpetual, fully paid, royalty-free, non-exclusive, sub-licensable, transferable right to use, publish, broadcast, post online, and copyright (1) your name, voice, picture, portrait, and likeness (“Identity Materials”) as such Identity Materials appear in connection with the User-Generated Content and (2) the User-Generated Content in, and in connection with, advertising, marketing, and promoting Comment Click, its products and services, or its events, in whole or in part, by any means, media, devices, processes, and technology, whether now known or hereafter developed. You acknowledge that Comment Click may modify the User-Generated Content for formatting, navigation, integration, or other purposes, provided that Comment Click uses good-faith efforts to ensure that such modifications do not materially distort such User-Generated Content.
You hereby waive and shall not enforce any conflicting rights in the User-Generated Content, including any moral rights that you may have under applicable law.
You hereby consent to the appearance and use of the Identity Materials in any advertisement, promotional media, or other media without submitting such proposed uses to you for any further approval. You hereby release Comment Click from any liability to you for any distortion or illusionary effect resulting from the publication of your Identity Materials.
Comment Click is not required to use any of these rights granted by you to retain these rights.
Representations - You represent to Comment Click that:
You have the necessary authority to grant the rights described in these Terms;
You have created the User-Generated Content or have the necessary rights to publish the User-Generated Content to the Website;
You have the necessary rights and consents to publish the Identity Materials of any person appearing in your User-Generated Content;
Your grant of rights to Comment Click under these Terms will not violate the rights of any third party or violate any applicable laws, including consumer protection, privacy, copyright, trademark, unfair competition, and trade laws;
The User-Generated Content does not violate any provision of these Terms, including that it does not contain any viruses or other harmful code and is not defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive or otherwise unlawful.
User-Generated Content posted to the System is governed by the terms applicable to the System and your Subscription.
We do not assume any obligation to review or monitor the Content or other information submitted to the Website by third parties. We may review some, none, or all of the information submitted to the Website. We reserve the right to remove, edit, or reject any information submitted to the Website for any reason or no reason. You assume the responsibility of verifying the accuracy of any posted information through your own independent investigation.
Comment Click requires that all Subscribers and other users of the Website conduct themselves with respect for others. In particular, observe the following rules in your use of the Website and the System:
Violation of this acceptable use policy (this “AUP”) may lead to suspension or termination of the User’s account or the Subscriber’s account or the initiation of legal action. In addition, the User or Subscriber may be required to pay for the costs of investigation and remedial action related to AUP violations. Comment Click reserves the right to take any other remedial action that it determines in good faith is necessary or advisable.
Comment Click requests that anyone with information about a violation of this AUP report it at hello@comment.click.
Please provide the date and time (with time zone) of the violation and any identifying information regarding the violator, including email or IP (Internet Protocol) address if available, as well as details of the violation.
We reserve the right to cooperate with any law enforcement authorities or court orders requesting or directing us to disclose the identity of anyone posting any messages or publishing or otherwise making available any materials that are believed to violate these Terms or applicable law.
You consent to our disclosure, without your further consent or notice, of your IP address, username, name, IP location or other information as required by any subpoena issued to us by a court or from a law enforcement or government agency. We may challenge any such subpoena on legal grounds but are not required to do so.
Comment Click may change this AUP at any time by posting a new version on this page on the W\ebsite. The new version will become effective on the date of such notice.
If you choose to provide any personal information via this Website that is not User-Generated Content, the information will be used only for the purposes described in our Privacy Policy https://comment.click/privacy. We may collect or share certain information based on your usage of the Website, as described in, and subject to, our Privacy Policy. Information posted to the System is governed by the terms applicable to the System and your Subscription.
To facilitate communications between you and us, this Website offers you the ability to contact us. Although we strive to protect and secure our online communications, and use the security measures detailed in our Privacy Policy to protect your information, you and we both acknowledge that no data transmitted over the Internet can be guaranteed to be completely secure and that no security measures are perfect or impenetrable. You agree to release us from (1) any liability to you for any unaccepted or unprocessed email instructions or requests and (2) from any loss or damage arising out of any unauthorized use by third parties of any information that you send by email. If you would like to transmit sensitive information to us, please contact us, without including the sensitive information, to arrange a more secure means of communication.
Prohibited Information
Please do not send us any confidential or proprietary information or trade secrets through the Website. They are not protected by any confidentiality agreement, and you do so at your own risk.
Information you submit through the Website or otherwise may not contain:
Rights
Comment Click owns all intellectual property rights relating to the Comment Click brand and other content including: copyright, trademark, service mark, trade name, trade dress, logo, patents and patentable subject matter, trade secrets, and data elements and other Content that has or provides the “look and feel” of the Comment Click brand image, as well as our own Content, including the text, graphics, programming (including source and object code), photographs, video, and audio contained in the Website or the System (the “Intellectual Property”). All other intellectual property not owned by Comment Click is the property of its respective owner or licensee, as the case may be.
We reserve all rights to all of our Intellectual Property. Your use of the Website does not grant you any rights or licenses relating to the Intellectual Property, except as expressly provided for in these Terms.
You may not display, copy, modify, create derivative works of, sell, or distribute any of the Intellectual Property, or use it in any other way for public or commercial purposes except in accordance with these Terms and the intended purpose of the Website.
Subject to the Privacy Policy, any information, materials, suggestions, ideas, or comments you send to us (each, a “Submission”) are deemed non-confidential. By sending us a Submission, you hereby grant, will grant, and agree to grant us an irrevocable and unrestricted worldwide license to use, modify, reproduce, adapt, transmit, sell, license and sub-license, create derivative works from, publicly display, perform, and distribute the Submission for any purpose whatsoever (commercial or otherwise), in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, with no payment or other compensation to you. This grant includes the right to use the Submissions and any ideas, concepts, or know-how contained in the Submission for any purpose, including developing, manufacturing, distributing, or marketing products or services. Comment Click may use any such Submissions without obligation.
We will respond to claims of copyright and trademark infringement in accordance with applicable law. We will promptly process and investigate notices of alleged infringement by third parties and will take appropriate actions under applicable law, including the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512(c)(2).
Reporting Infringement
Only the intellectual property rights owner may report potentially infringing items through this reporting system. If you are not the intellectual property rights owner, you should contact the intellectual property rights owner, who can choose whether to use the procedures set forth in these Terms.
If you believe that your work is the subject of copyright infringement or a trademark infringement, provide our copyright agent with the following information:
Send the reporting information to our agent for notice of claims of copyright or trademark infringement as follows:
Please note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing is subject to liability for damages.
Once a proper, bona fide notification of infringement is received by the designated agent, our policy is to:
Responding to a Notice of Infringement
If after receiving a notice of infringement, you may elect to send us a counter-notice. To be effective, the notice must be in writing, provided to our designated agent, and include substantially the following (please consult your own attorney or see 17 U.S.C. §512(g)(3) to confirm these requirements):
A physical or electronic signature of the User;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement under penalty of perjury that the User has a good-faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
The User's name, address, and telephone number, and a statement that the User consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the user's address is outside of the United States, for any judicial district in which Comment Click may be found, and that the user will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
Send the notice to our agent for notice of claims of copyright or trademark infringement as follows:
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification is subject to liability for damages.
Your consent and agreement to the following disclaimers and limitations is a material inducement for us to permit you to access the Website or use the Services.
THE WEBSITE, THE SYSTEM, AND THEIR CONTENT, INCLUDING ALL PRODUCTS OR SERVICES FROM COMMENT CLICK, ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY. COMMENT CLICK DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.
COMMENT CLICK DISCLAIMS THE APPLICABILITY OF ANY EXPRESS OR IMPLIED WARRANTIES SET FORTH ON THIS WEBSITE TO ANY SUBSCRIBER TRANSACTION AND MAKES ONLY THOSE WARRANTIES THAT MAY BE SET FORTH IN THE TERMS AND CONDITIONS APPLICABLE TO A SUBSCRIBER TRANSACTION.
COMMENT CLICK DISCLAIMS ANY LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THIS WEBSITE OR THE SYSTEM IF THE OFFER OR SALE OF ANY PRODUCT OR SERVICE OR SYSTEM OFFERED THROUGH THIS WEBSITE IS ILLEGAL IN YOUR JURISDICTION.
COMMENT CLICK DOES NOT WARRANT THAT THE CONTENT, FUNCTIONS, OR SERVICES CONTAINED IN OR ACCESSED THROUGH THE WEBSITE OR THE SYSTEM WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, OR ERROR-FREE. YOU, AND NOT COMMENT CLICK, ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IF THERE IS ANY LOSS OR DAMAGE ARISING FROM OR IN CONNECTION WITH THE USE OF THE WEBSITE, THE SYSTEM, THEIR CONTENT, OR ANY SERVICES. COMMENT CLICK DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OF THE WEBSITE OR THE SYSTEM OR THE RESULTS OF THEIR USE RELATED TO ACCURACY, RELIABILITY, OR OTHERWISE. THE WEBSITE OR THE SYSTEM MAY INCLUDE ERRORS (INCLUDING TECHNICAL OR TYPOGRAPHICAL ERRORS), AND WE MAY MAKE CHANGES TO THE WEBSITE OR THE SYSTEM AT ANY TIME, WITH OR WITHOUT NOTICE.
NEITHER COMMENT CLICK NOR ANY OTHER PERSON OR ENTITY ASSOCIATED WITH THE DESIGN OR MAINTENANCE OF THE WEBSITE OR THE SYSTEM WILL BE HELD LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY DAMAGE, LOSS, INJURY, OR MALFUNCTION ASSOCIATED WITH YOUR USE OF THIS WEBSITE, THE SYSTEM, OR THE SERVICES.
Third Parties and Third-Party Websites
The Website may contain links to other websites for your convenience and information. Links may be contained on pages, or in blog posts, emails from us, or newsletters we make available from time to time.
Such links may be to advertisers, merchandise retailers, payment processors, content providers, social media or other companies who may use our logo or style as a result of a co-branding agreement. These websites may be operated by companies that are not affiliated with Comment Click and may have different privacy policies and terms of use. Notwithstanding the presentation of, or links to, any third-party information or website on the Website, such presentation is not an endorsement, guarantee, representation, or warranty, either express or implied, by us on behalf of any third party. Comment Click does not control the content that appears on these websites or their privacy practices.
We hereby disclaim any liability or responsibility for the content, subject matter, or substance of any information accessed or obtained from third-party websites accessed from or via the Website. Accessing third-party websites from our Website is therefore done at your own risk.
These Terms apply only to the Website and do not apply to any websites, even those controlled by us, that are linked to the Website. For access to the terms of use or privacy policies of linked websites, you should refer to the policies of those websites.
We attempt to ensure that information on the Website is complete, accurate, and current. Despite our efforts, the information on this Website may be inaccurate, incomplete, or out of date, and we make no representation to you about the completeness, accuracy, or timeliness of any information on the Website, such as information about the nature or characteristics of any services we provide, including pricing or terms of sale.
While this Website facilitates transactions between Subscribers and Comment Click, not all terms of those transactions are available to users of the Website who are not attempting to complete such a transaction. Any terms offered or described on this Website from time to time may be different from those available at any given time to any Subscriber or prospective Subscriber.
Viruses
Comment Click does not assume any responsibility or risk for your use of the Internet and the myriad of risks it presents.
We cannot and do not guarantee that the materials contained on this Website or in the System will be free of viruses, worms, or other code or related hazards that may have destructive properties (collectively, “Viruses”). It is your responsibility to ensure that you have sufficient procedures, firewalls, checkpoints, and safeguards within your computer system to satisfy your particular requirements to protect against Viruses.
Limitations of Liability
IN NO EVENT WILL COMMENT CLICK, ITS AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT, OR SPECIAL DAMAGES, (INCLUDING LOST PROFITS) WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMMENT CLICK IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THIS SECTION MAY NOT APPLY TO YOU. IF THE FOREGOING LIMITATIONS ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, AND IF COMMENT CLICK IS HELD RESPONSIBLE BY ANY COURT, THEN THE MAXIMUM LIABILITY OF COMMENT CLICK TO YOU FOR ANY TYPE OF DAMAGES WILL BE LIMITED TO THE AMOUNT YOU PAID COMMENT CLICK FOR THE SYSTEM, PRODUCTS, OR SERVICES.
Indemnification
You shall indemnify, defend and hold harmless Comment Click, its affiliates, and their respective officers, directors, managers, agents, employees, and contractors from any losses or liabilities including reasonable attorneys’ fees and costs of suit, arising out of any claims, actions, demands, liabilities, and settlements, including third-party claims and causes of action, arising out of or related to any one or more of the following: (1) your use of the Website or the Services; (2) information, including Submissions, that you submit, transmit, or otherwise make available via the Website; (3) your breach of these Terms; (4) your use of the intellectual property of a third party; (5) any investigations of or involving you or your conduct by Comment Click, law enforcement, or governmental authorities; (6) your violation of any applicable law; (7) User-Generated Content submitted by you; (8) any use of your account or credentials to the extent not resulting from our negligence; and (9) your use of this Website to investigate, initiate, or complete a subscription transaction, if the offer or sale of any products, services, or the System offered through this Website is illegal in any jurisdiction to which you are subject.
Release
You, on behalf of your successors and assigns or heirs and personal representatives, as the case may be, hereby irrevocably and fully release Comment Click, its affiliates, and their respective officers, directors, managers, agents, employees, and contractors from and against any and all suits, claims, actions, causes of action, arbitration, liabilities, obligations, damages, losses, penalties or fines known or unknown, arising out of or in connection with information or Submissions provided by third parties to, through, or in connection with the Website, the System, or the Services.
If you are a California resident, you expressly waive the provisions of 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 FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Dispute Resolution
Governing Law. California law governs your use of the Website, the System, and the Services and all disputes, claims, actions, suits, or other proceedings arising out of or related to the Website, the System, the Services, these Terms, or the Privacy Policy.
Dispute Resolution. The parties shall first use good-faith efforts to attempt to resolve any dispute, claim, or controversy arising out of or relating to the Website, the System, the Services, these Terms, or the Privacy Policy by negotiation before bringing any action, other than an action for preliminary injunctive relief.
Venue. Any mediation, dispute or court proceeding based on or arising out of the Website, the System, the Services, these Terms, or the Privacy Policy must be brought in the state or federal courts sitting in California.
Jurisdiction. You and Comment Click hereby irrevocably consent to the personal jurisdiction by such courts. You and Comment Click represent that such courts are a convenient forum.
Time period for bringing claims. Regardless of any statute or law to the contrary, any claim under these Terms or Privacy Policy must be brought within one (1) year after the cause of action arises, or such claim will be forever barred and deemed released.
Fees and costs. The prevailing party in any action or proceeding under these Terms will be entitled to recover legal fees and other costs reasonably incurred in that action or proceeding, in addition to any other relief to which the party may be entitled.
Entire Agreement. These Terms, together with the Privacy Policy https://comment.click/privacy, constitute the entire agreement between you and Comment Click governing the Website or Services and supersede any prior agreements or understandings, oral or written, between you and Comment Click with respect to the Website or the Services. Each of us represents to the other that we are not relying on any representations or promises not set forth in these Terms or the Privacy Policy. You also may be subject to additional contractual terms that may apply if you use or purchase certain Services of Comment Click, including a subscription to the System, and enter into a separate agreement.
Waiver. The failure of Comment Click to enforce any right in these Terms or the Privacy Policy will not constitute a waiver of any right or provision.
Severability. If any provision of these Terms or Privacy Policy is found by a court to be unenforceable for any reason, it will not affect any other provision, and these Terms or Privacy Policy will be construed without regard to the unenforceable provision.
Local Laws. The materials on the Website or the System may not be appropriate or available for use in your location. Persons who choose to access the Website or the System do so on their own initiative and at their own risk and are responsible for compliance with local laws, rules, and regulations applicable to them. Comment Click may limit the Website's or the System's availability, in whole or in part, to any person, geographic area, or jurisdiction.
Relationship. These Terms do not create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties.
Assignment. Comment Click may assign these Terms or Privacy Policy and delegate any of its obligations.
Updated: Dec 28, 2022
COMMENT CLICK, LLC
TERMS & CONDITIONS
Software-As-A-Service
PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING THROUGH TO SIGNAL YOUR ACCEPTANCE AND USING THE SERVICE, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY AND THAT YOUR COMPANY SHALL ENSURE THAT ALL OF ITS EMPLOYEES AND AGENTS WILL BE BOUND BY THIS AGREEMENT. IF YOU AND YOUR COMPANY DO NOT WANT TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.
This software-as-a-service agreement (the “Agreement”) is between Comment Click, LLC, a California limited liability company (the “Company”), and the customer who accepted the terms set forth in this Agreement by clicking the button or link on the Website signifying acceptance of these terms (the “Customer”). This Agreement will be effective as of the date that Customer clicks such button or link (the “Effective Date”). During the course of accepting the terms in this Agreement, the Customer will complete the checkout process on https://dash.comment.click, selecting the type of subscription, duration, pricing levels, add-ons, payment method,and other elements comprising Customer’s subscription (the “Checkout Process”).
NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:
1. Service. The Company shall provide the Customer with access to the Company’s SaaS-based software and services known as Comment Click (the “Service”) according to the terms set forth in this Agreement. The Company retains all rights in the Service, including all rights under the patent, copyright, and trademark laws of the United States or other applicable jurisdictions (“Intellectual Property Rights”).
2. Ownership.
2.1 Ownership of Customer-Furnished Items. The Customer hereby grants to the Company a limited, worldwide, non-transferable, non-exclusive license to use the Customer-Furnished Items as may be reasonably necessary or advisable to perform the Company’s obligations under this Agreement.
2.1.1 “Customer-Furnished Items” means the information and data that (1) is owned or controlled by the Customer, as the case may be, and (2) is furnished by the Customer to Company for use in connection with the Customer’s use of the Service.
2.1.2 The Customer acknowledges that the Company may have to retransmit and republish some Customer-Furnished Items to third parties, solely as desired by the Customer, for certain features of the Service, now or in the future, to function as intended. The Customer acknowledges that it is the Customer’s responsibility to determine what safeguards or restrictions the Customers wants to place on third parties regarding the use of Customer-Furnished Items.
2.2 Ownership of Inventions. The Customer acknowledges that the performance of this Agreement by the Company may result in the Company or its affiliates developing, creating, or using pre-existing, computer programs, software, concepts, methods, processes, including the Service, and any improvements, modifications or enhancements made to any of the foregoing items (“Inventions”). The Company will retain all rights in the Inventions, including all Intellectual Property Rights, and the Customer hereby disclaims and waives any rights in any Invention in connection with this Agreement.
3. Subscription.
3.1 Subscription. The Customer hereby subscribes for, and the Company shall provide, access to those features and functions delivered through the Service (the “Subscription”).
(a) The Service offers the following subscription tiers:
Current pricing for these tiers is available at https://dash.comment.click. Pricing is subject to change at any time. Price changes for subscriptions will become effective immediately before the next renewal.
(b) The Service offers the following types of subscriptions:
- If the Customer has subscribed for a subscription duration that includes a renewal feature, Customer’s subscription will renew automatically each period, subject to Customer’s payment for such renewed subscription. Customer's subscription will renew on the anniversary of the subscription date. If the Customer wishes to cancel renewal of a subscription, the Customer must complete the cancellation before the renewal date of that subscription.
- Free trial, converting. If the Customer has subscribed for any subscription that includes a trial period, the Customer must cancel the subscription before the end of the trial period, or the subscription will convert automatically to a paid subscription upon the end of the trial period.
3.2 Additional Terms. The Customer acknowledges the Service will be (1) hosted in a shared environment on servers under Company’s control on which the data of other customers and users may be stored, and (2) made available to the Customer via the Internet at https://dash.comment.click (the “Website”). The Company shall use reasonable efforts to make the Service available online to the Customer in a continuous manner (except as set forth in this Agreement), to correct services outages in a timely manner, and to minimize periods during which the Service cannot be accessed by Customer as a result of circumstances under the Company’s control (such as planned maintenance, upgrades, and updates), consistent with standard industry practices and subject to system security requirements.
3.3 Limited Reliance. The Service is provided solely for the Customer’s benefit, and the Company does not intend for any person or entity other than the Customer to rely on the Service as provided to the Customer. The Customer shall not disclose the Service to any person or entity except to: (1) the Customer’s employees, and (2) independent contractors of the Customer provided that such contractors access the Service solely for the purpose of their providing services to the Customer relating to the subject matter of this Agreement (such employees and contractors, the “Authorized Users”). The Customer shall ensure that all Authorized Users comply with the restrictions on use and disclosure set forth in this Agreement, and the Customer will be liable to the Company for any non-compliance by any Authorized User. The Company may immediately terminate or suspend an Authorized User’s access to the Service if the Company believes in good faith that there has been a violation of the restrictions of this Agreement. The Company shall provide written notice to the Customer promptly following any such termination or suspension of access.
3.4 Acceptable Use. The Customer shall not, as applicable: (1) sell, re-license, rent, lease, or provide service bureau or timeshare access to the Service, or (2) use the Service for the provision of services to third parties except through the Service itself. The Customer acknowledges that the Service is confidential and proprietary to the Company. The Customer shall not disclose the Service to or permit access to the Service to any third party including to any person, customer, organization, or other entity, or their employees or agents, whether on a for-profit, loan, gratuitous, temporary, or other basis, whether through consulting, training, or other services provided by the Customer, or in any other manner except upon the express prior written consent of the Company.
3.5 Updates. The Company may provide Updates, modifications, or enhancements to the Service. Any such Updates, modifications, or enhancements will be provided to the Customer as and when they are commercially released. “Update” means a set of procedures or new program code implemented by the Company (1) to correct errors or implement bug fixes in the Service, (2) to allow the Service to continue to function under supported versions of an applicable operating system or related software such as web browsers, or under a newly available operating system, or (3) that includes modifications and enhancements to improve functioning of the Service, which may include elimination of features previously provided.
4. Limited Support. The Company will provide maintenance support to the Customer to provide a means (1) for answering the Customer's questions concerning use of the Service; and (2) for providing assistance in solving problems encountered in the Customer's use of the Service. The Customer may contact the Company for end-user support at hello@comment.click.
5. Customer Responsibilities. The Customer shall be solely responsible for, among other things (1) the performance of its personnel and agents; (2) the accuracy and completeness of all Customer-Furnished Items; (3) maintaining all software, hardware, and other equipment used by the Customer to access and use the Service; (4) securing and maintaining all rights required for use of any Customer-Furnished Items in connection with the Service, and (5) obtaining and providing the Customer-Furnished Items in accordance with all applicable laws.
6. Payment. The use of the Service is provided to the Customer at the fees and for the periods selected by the Customer during the signup and Checkout Process on the Website. The Customer shall make payments consistent with such selections. Unless otherwise stated during the Checkout Process, fees for Subscriptions do not include applicable sales taxes or similar charges.
6.1 Payment Failure. If the Customer’s payment method becomes unavailable, the Company will use good-faith efforts to obtain updated payment information from the Customer. If Company is unable to obtain updated payment information from the Customer, the Company may terminate the Customer’s subscription for breach of the payment obligation.
6.2 Cancellation.
7. Term; Termination. This Agreement begins on the Effective Date and will remain in effect until terminated according to its terms. Either party is entitled to terminate this Agreement on account of the other party’s material breach upon three (3) days’ prior written notice, provided that the breaching party has not cured the breach within that period. Upon termination of this Agreement for any reason, the Customer’s subscription to the Service will immediately terminate, and the Customer will have no further access to the Service. Once the Agreement terminates, the Company will have no responsibility to host any Customer-Furnished Items under this Agreement. The Customer should retain copies of all Customer-Furnished Items posted to the Service. The Company shall use good-faith efforts to advise the Customer from time to time if backup, download, or other data access services are available for free or for a fee.
8. Confidentiality; Data Protection; Cooperation.
8.1 Confidentiality. To the extent that, in connection with this Agreement, either the Company or the Customer (each, a “Receiving Party”) comes into possession of any Confidential Information of the other (a “Disclosing Party”), the Receiving Party shall not disclose such information to any third party without the Disclosing Party’s consent, using at least the same degree of care as the Receiving Party employs in maintaining the confidence of its own Confidential Information of a similar nature, but in no event less than a reasonable degree of care. “Confidential Information” means all non-public information that should reasonably be understood by the Receiving Party, because of legends or other markings, the circumstances of disclosure, or the nature of the information itself, to be proprietary and confidential to the Disclosing Party, including information relating to the Disclosing Party’s business, properties, methods of operation, software, trade secrets, inventions, discoveries, know-how, and other intellectual property and specifically includes the Service and each Project. “Confidential Information” includes this Agreement and its terms. Confidential Information may be disclosed in written or other tangible form (including as recorded on magnetic, optical or other storage media) or by electronic, oral, visual or other means.
8.2 Limited Use. The Receiving Party shall use the Confidential Information only in connection with the performance of its obligations and the enforcement of its rights under this Agreement. The Disclosing Party hereby consents to the Receiving Party’s disclosure of such Confidential Information (1) as expressly permitted by this Agreement, (2) to contractors, whether located within or outside of the United States, that are performing services in connection with this Agreement and that have agreed in writing to be bound by confidentiality obligations similar to those in this Agreement, (3) as may be required by law, regulation, judicial or administrative process, or in connection with litigation pertaining to this Agreement, or (4) to the extent such information (A) is or becomes publicly available other than as the result of a disclosure in breach of this Agreement, (B) becomes available to the Receiving Party on a non-confidential basis from a source that the Receiving Party believes is not prohibited from disclosing such information, (C) is already known by the Receiving Party without any obligation of confidentiality with respect to it, or (D) is developed by the Receiving Party independent of any disclosures of such information by the Disclosing Party.
9. Limitation of Liability; Limited Warranties; Damages
9.1 Limitation of Liability. Neither party, its contractors, or their respective personnel will be liable to the other for any claims, losses, or liabilities relating to this Agreement (“Claims”) for an aggregate amount in excess of the fees paid by the Customer to the Company during the 12-month period immediately preceding the date on which the initial act or omission giving rise to the liability first occurred. IN NO EVENT WILL EITHER PARTY, ITS CONTRACTORS, OR THEIR RESPECTIVE PERSONNEL BE LIABLE FOR ANY LOSS OF USE, DATA, GOODWILL, REVENUES, OR PROFITS (WHETHER OR NOT DEEMED TO CONSTITUTE A DIRECT CLAIM), OR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR EXEMPLARY LOSS, DAMAGE, OR EXPENSE RELATING TO THIS AGREEMENT. The provisions of this Section 9.1 do not apply to (1) any Claim for which one party has an express obligation to indemnify the other under this Agreement, (2) a breach of Section 3 or Section 8, (3) any amounts owed by the Customer to the Company for the Fees provided for under this Agreement, or (4) the extent resulting from a party’s bad faith or intentional misconduct. In circumstances in which any limitation on damages or indemnification provision under this Agreement is unavailable, the parties shall ensure that the aggregate liability of each party, its contractors, and their respective personnel for any Claim does not exceed an amount that is proportional to the relative fault that such party’s conduct bears to all other conduct giving rise to the Claim.
9.2 Limited Warranties. The Company warrants that (1) the execution, delivery and performance of this Agreement by Company will not conflict with, breach, or cause a default under, any material contract with any third party; and (2) it has the right to provide a subscription for the Services.
9.3 OTHER THAN THE WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND WITHOUT ANY WARRANTY. THE COMPANY HEREBY DISCLAIMS ALL IMPLIED OR EXPRESS WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9.4 Time Limit for Bringing Actions. Any action, regardless of form, arising under or relating to this Agreement must be brought not later than one (1) year after the cause of action has accrued, except that an action for non-payment must be brought not later than two (2) years after the due date of the last payment owed to the party bringing the action.
10. Indemnification
10.1 Obligations. The Customer shall indemnify the Company, its directors, officers, equity holders, employees, and agents, and affiliates of any of them, against all losses and liabilities, including costs of litigation and reasonable attorneys' fees, arising from any claims asserted by a third party (“Liabilities”) arising out of (1) any intentional misconduct or negligent act or omission of the Customer, (2) any violation by the Customer, its Authorized Users, or its representatives of any law applicable to the performance of the Customer’s obligations under this Agreement; or (3) material or information created or provided by the Customer, including any Liabilities arising from the actual or alleged infringement by the Customer of any third-party patent, trademark, or copyright pertaining to such material or information.
10.2 Indemnification Procedures. The Company shall use reasonable efforts to provide the Customer with prompt written notice of any claim for which indemnification is sought under this Agreement and shall reasonably cooperate with Customer in connection with any such claim. The Customer will be entitled to control the handling of any such claim with counsel of its own choosing, subject to ethical obligations and conflicts of interest, and to defend or settle any such claim, provided, however, that the Customer shall not enter into any settlement that would require Company to admit to any liability or to take or refrain from taking any action, without Company’s prior written consent.
11. Notices
Any notice required or permitted to be given under this Agreement must be in writing. Notice will be deemed given (1) upon receipt when hand delivered or sent by a reputable commercial overnight courier, or (2) five (5) business days following mailing by registered or certified United States mail, return receipt requested, postage prepaid, and addressed to the Company at its address set forth below or to the Customer at the address provided by the Customer on its account information page.
Company:
Name: Comment Click, LLC
Address: 440 N Barranca Ave, Covina, California 91723
Suite/Floor/Other: #5052
Attn: Oscar Newman
With a copy, which will not constitute notice, to:
Name:
Address:
Suite/Floor/Other:
Attn:
12. Additional Provisions
12.1 Force Majeure. Neither party will be liable to the other party for damages arising out of delays or failures to perform under this Agreement to the extent that any such delays or failures result from any cause beyond the reasonable control of the party affected, such as fire, earthquake, explosion, casualty, strike, war, riot, civil disturbance, act of God, any reasonably unforeseeable change in state or national law, decree or ordinance, or any executive or judicial order provided that the affected party promptly informs the other of all relevant information.
12.2 Waiver of Jury Trial. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM RELATING TO THIS AGREEMENT OR THE SERVICE.
12.3 Independent Contractor. Each of the Company and the Customer is an independent contractor and neither party is, nor will be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative.
12.4 Assignment. The Customer may not assign any of its rights or obligations under this Agreement (including interests or claims relating to this Agreement) without the prior written consent of the Company. Either party may assign this Agreement to any affiliate or subsidiary, without consent, upon prior written notice to the other party. The Company may assign this Agreement to any acquirer of all or substantially all of its assets.
12.5 Entire Agreement. This Agreement and the selections made by the Customer during the Checkout Process constitute the entire agreement between the parties with respect to their subject matter and supersede all other oral or written representations, understandings, or agreements relating to their subject matter. Each party represents that it is not relying on any representation or promise not set forth in this Agreement.
12.6 Severability. If any provision of this Agreement is found unenforceable, the provision will not affect the other provisions, but the provision will be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the intent of the Company and the Customer set forth in this Agreement.
12.7 Waivers; Amendments. No delay or omission by the Company or the Customer in enforcing its rights or remedies under this Agreement will impair such right or remedy or be deemed to be a waiver of the rights or remedies. No waiver of any right or remedy under this Agreement with respect to any occurrence or event on one occasion will be deemed a waiver of such right or remedy with respect to such occurrence or event on any other occasion. No amendment or waiver of this Agreement will be valid unless in writing and signed by both parties.
12.8 Section Headings. The section headings contained in this Agreement are for convenience of reference only and are not intended to affect the meaning or interpretation of this Agreement.
12.9 Governing Law; Jurisdiction; Venue. This Agreement is governed by the laws of California. A party must bring and maintain any action arising out of this Agreement exclusively in any state or federal court located in California. The Customer and the Company each hereby expressly and irrevocably submit to the personal jurisdiction of such courts for the purposes of any such action. The Customer and the Company each hereby represent to the other that such courts are a convenient forum.