These ClickCRM Terms & Conditions ("Agreement") constitute a legally binding agreement between You and ClickCRM ("ClickCRM"). By checking the box stating that you have read and agree to this Agreement as part of your registration with ClickCRM, you agree to be bound by this Agreement, including all documents incorporated by reference into this Agreement and any and all updates to this Agreement and such incorporated documents.
1. SCOPE
1.1 ClickCRM is an online CRM (Customer Relationship Management) system, providing its clients with a comprehensive system to manage customers, orders, products, transactions and fulfillment records. ClickCRM provides a proprietary online platform, including without limitation the website located at https://admin.clickcrm.com/ (the "Site"), the services offered on or through the Site, and any servers, computers or networks used to provide the Site (collectively, the "Services").
1.2 This Agreement includes the ClickCRM Privacy Policy for Customers, as amended from time to time, and applies to Your use of the Services and the Site. You understand and agree that this Agreement is legally binding and enforceable against You, and any entity by which You are employed or affiliated with. If You are agreeing to this Agreement on behalf of yourself and such entity, You represent that You have the authority to bind the entity to this Agreement. The terms "You" and "Your" refer to you, individually, and to each such entity. You hereby represent and warrant that You have carefully read and understand this Agreement, that You are of legal age under the laws of Your country (e.g., eighteen years of age or older in the European Union and United States), and that You accept this Agreement freely, voluntarily, and with full knowledge and understanding of its terms and conditions.
1.3 The two parties agree that any and all data recorded in Your ClickCRM's account,
including customer data, order data, product data, fulfillment data, transaction data and credit
card data, will remain Your sole ownership. ClickCRM will never use, rent or share this data
with any 3 rd party for any purpose other than supporting your account.
1.4 Termination: Either party may terminate this agreement at any time and for any reason
with a 30 day written termination notice. Within 30 days of the termination date, ClickCRM
will provide You will an export of all customer data and delete it from its system.
2. PRICE AND PAYMENT
2.1 Prices are as specified on the Site; however, ClickCRM reserves the right to adjust prices in its sole discretion due to increases in costs, the increase or imposition of any tax, duty or other levy, any variation in exchange rates, any programming, data or other errors, or for any other reason.
2.2 As between You and ClickCRM, You shall be responsible for any fraudulent or unauthorized transactions made through the Site or Services, including, without limitation, unauthorized use of Your credit card or debit card.
2.3 Payment terms are net 30 days from the invoice date, without offsets or deductions of any kind. If You believe, in good faith, that invoice is incorrect, You must give ClickCRM written notice within 30 days of the date of the invoice containing the amount in question to be eligible to receive an adjustment or credit for the disputed amount. Such notice must contain a detailed description of the Fees and charges in question and the good faith basis for disputing such amounts. You agree to promptly remit payment for all other amounts and irrevocably waive your right to challenge any amount not disputed during such 30-day period. Nothing in this section will be deemed to limit ClickCRM’s right to seek judicial intervention at any time regarding any such disputed amount.
2.4 ClickCRM may assess interest on any past due balances at the rate of 1 1/2% per month, or the maximum rate allowed by law, whichever is less. In addition to any other rights granted to
ClickCRM herein, ClickCRM reserves the right to suspend or terminate your access to the Services if your account becomes delinquent. You agree to pay all reasonable costs and attorneys’ fees incurred by ClickCRM with respect to collecting any past due balance.
3. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
3.1 You represent, acknowledge and warrant that:
3.1.1 You and/or Your Feedback, as applicable, do not and will not, directly or indirectly: (i) violate the right of privacy or publicity of any person; (ii) contain any libelous, obscene, indecent or otherwise unlawful material; (iii) infringe any IP Rights in any jurisdiction or otherwise contravene any rights of any person; (iv) violate any laws, FTC rules, regulations, guidelines, or industry standards; or (v) violate ClickCRM's Privacy Policy.
3.1.2 You may not: (i) frame, copy or mirror any content forming part of the Services; (ii) reverse engineer the Services or otherwise attempt to derive its source materials; (iii) access the Services for the purpose of (A) building a competitive product or service, or (B) copy any features, functions or graphics of the Services; (iv) interfere with or disrupt the Services or any data contained therein; (v) attempt to gain unauthorized access to the Services, its related systems or networks; or (vi) use the Services for any unlawful purpose or in violation of the rights of any person.
3.1.3 ClickCRM DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ClickCRM HEREBY DISCLAIMS, AND YOU HEREBY WAIVE, ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY THAT MAY ARISE BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OF THIS AGREEMENT. NEITHER ClickCRM NOR ITS RELATED PARTIES ENDORSE OR ARE RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION, FACT OR OPINION PROVIDED ON OR THROUGH THE PRODUCTS AND/OR SERVICES.
4. LIMITATION OF LIABILITY; INDEMNIFICATION
4.1 IN NO EVENT SHALL ClickCRM, OR ITS HEIRS, SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THIS AGREEMENT AND/OR ANY USE OF OR INABILITY TO USE THE SERVICES.
4.2 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE ENTIRE LIABILITY OF ClickCRM WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE, FOR ANY REASON AND UPON ANY CAUSE OF ACTION, REGARDLESS OF THE NUMBER OF ACTIONS OR NUMBER OF LICENSED COPIES OF THE PRODUCTS (AND WHETHER BASED IN CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE) SHALL NOT EXCEED, IN THE AGGREGATE, ONE HUNDRED DOLLARS ($100.00 USD). NO CAUSE OF ACTION WHICH ACCRUED MORE THAN ONE (1) YEAR PRIOR TO THE FILING OF A SUIT ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED AGAINST ClickCRM OR ITS RELATED COMPANIES. THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE SERVICES, OR INFORMATION OFFERED THROUGH THE SERVICES, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, YOU AGREE THAT THE LIABILITY OF ClickCRM SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.
4.3 You shall indemnify, defend and hold harmless ClickCRM, and each of their officers, directors, shareholders, agents, representatives, licensees and employees (each, an "Indemnified Party"), from and against any and all claims, losses, liabilities, damages, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including, without limitation, costs of investigation, defense, court costs and reasonable attorneys' and consultancy fees), arising directly or indirectly, in whole or in part, out of: (a) any breach or threatened breach of this Agreement by You; (b) Your use of the Products or Services; and/or (c) Your negligence, gross negligence or willful misconduct (each, a "Claim").
4.4 Upon receiving notice of a Claim for which ClickCRM is entitled to indemnification by You, ClickCRM shall provide You with written notification and the opportunity to assume sole control over the defense or settlement of the Claim and reasonable assistance to settle and/or defend the Claim at Your sole expense; provided, however, that (i) any settlement which would impose a non-monetary obligation on and/or admission or finding of liability or wrongdoing by ClickCRM will require ClickCRM's prior written consent; (ii) the failure to provide timely notice, control, or assistance shall not relieve You of Your indemnification obligations; and (iii) ClickCRM may have its own counsel present at and participating in all proceedings or negotiations relating to a Claim, at ClickCRM's own expense, unless You fail or refuse to secure legal counsel to defend any Claim in a timely manner, in which case You shall pay all expenses related to ClickCRM's use of such counsel.
5. AVAILABILITY OF SERVICES; SUSPENSION; TERMINATION
5.1 Subject to the terms and conditions of this Agreement and ClickCRM's policies and procedures, ClickCRM shall use commercially reasonable efforts to provide the Services in a manner that will not disrupt Your business. You acknowledge and agree that ClickCRM is not liable for any periodic interruptions in availability of the Services.
5.2 This Section 10.2 and the following provisions will survive any termination of the Agreement: Sections 1 (Scope), 5 (Conditions for the Products), the last sentence of Section 6 (Automatic Renewal), 8 (Representations and Warranties; Disclaimer), 9 (Limitation of Liability; Indemnification), 16 (Notices), 17 (Governing Law), and 22 (General). In addition, any provisions which by their nature contemplate effectiveness beyond the termination of this Agreement shall survive any such termination. ClickCRM's remedies under this Agreement are cumulative and not exclusive and are in addition to all remedies available at law or in equity.
6. NO GUARANTEE OF VALIDITY.
ClickCRM does not endorse, approve, or certify any information provided on or through the Services, nor does it guarantee the accuracy, completeness, efficacy, timeliness, or correct sequencing of such information. Information provided on or through the Services may or may not be current as of the date of Your access, and ClickCRM has no duty to update and maintain such information. Additionally, the information provided on or through the Services may be changed periodically without prior notice.
7. NOTICES
7.1 Any notice, request, approval, authorization, consent, demand or other communication required or permitted pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of: (i) actual receipt, irrespective of the method of delivery; (ii) the time of transmission from ClickCRM if sent via email, as date stamped by ClickCRM's systems; (iii) on the delivery day following dispatch if sent by express mail (or similar next day air courier service); or (iv) on the fifth (5th) business day after mailing by registered or certified mail, return receipt requested, postage prepaid and addressed to the last address provided by a party.
7.2 Any notice to You that is required by this Agreement shall be in writing and shall be deemed given if sent by email, mail or express mail to the contact information you provided with your most recent Order.
7.3 You may submit any consumer complaints concerning ClickCRM to [email protected] , or by mail to
8. GOVERNING LAW
8.1 This Agreement shall be governed by, construed and enforced in accordance with the laws of the state of Delaware, without giving effect to any conflict of laws provisions, and the application to this Agreement of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act is expressly excluded.
8.2 The exclusive jurisdiction and venue for all legal actions arising out of this Agreement shall be in an appropriate Delaware court and You hereby consent to the exclusive jurisdiction of such courts.
8.3 You and ClickCRM expressly waive any rights to contest the jurisdiction, venue or convenience of any such federal or state court. In addition, YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT.
9. CONSENT TO ELECTRONIC COMMUNICATIONS
You consent to the use of electronic communications in transacting business with ClickCRM, including, without limitation, the electronic delivery of notices and other documents to You. If at any time You would like to cease doing business electronically with ClickCRM, You will need to provide ClickCRM with written notice of Your withdrawal of Your consent to do business electronically, which will then terminate this consent. Thereafter, You shall not use the Site to place any Orders, and any notices and documents from ClickCRM will be provided to You on paper.
10. RESERVATION OF RIGHTS
ClickCRM reserves all of ClickCRM's rights, including but not limited to any and all copyrights, trademarks, patents, trade secrets, and any other proprietary right that ClickCRM may have in and to the Site, the Services, and Products that may be provided on or through the Site or Services. Other than as set forth in this Agreement, the use of ClickCRM's rights and property requires ClickCRM's prior written consent. By making the Services available to you, ClickCRM is not providing you with any implied or express licenses or rights, and you will have no rights to make any commercial use of the Site or Services without ClickCRM's prior written consent.
11. CUSTOMER SUPPORT
If You have any questions, comments or complaints, please contact ClickCRM Customer Support, available 24 hours a day, 7 days a week on the Website at ClickCRM, call us at , or email us at [email protected]
12. GENERAL
12.1 Force Majeure. ClickCRM's failure or delay in the performance of any of its obligations under this Agreement shall be excused to the extent and for the duration that such failure or delay is occasioned by a force majeure event which shall include, without limitation, acts of God, acts of war, earthquakes, fires, floods, terrorism, riots, civil disorders, rebellions, labor disputes, or any circumstances beyond ClickCRM's reasonable control.
12.2 Severability. In the event a court determines a provision of this Agreement to be invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, which shall remain in full force and effect, and such court shall substitute a provision that is legal and enforceable and is as close to the intentions underlying the original provision as possible.
12.3 Entire Agreement; Amendment. This Agreement constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter. ClickCRM reserves the right to amend this Agreement at any time. When ClickCRM amends this Agreement, ClickCRM shall make reasonable efforts to provide You with general, not specific, notice of such changes by posting a conspicuous announcement at ClickCRM that such changes or amendments have occurred and identifying which particular provisions have changed. Such announcement shall be maintained for no less than 30 days following the effective date of such amendment. Your continued use of the Site and/or Services, following the posting of such amendment will signify and be deemed Your assent to and acceptance of the revised Agreement. You agree that You have the burden to review periodically ClickCRM to inform Yourself of any such changes. In the event of any terms and conditions of any purchase order, shrinkwrap, clickwrap, browse-wrap or other documents even if accepted by ClickCRM and You in connection with the Products, Services, or this Agreement are inconsistent with the terms of this Agreement, the terms of this Agreement shall prevail.
12.4 No Waiver. No delay or failure by ClickCRM in exercising or enforcing any of its rights or remedies under this Agreement, in whole or in part, and no course of dealing or performance, shall constitute a waiver by ClickCRM of any provision of this Agreement.
12.5 Relationship. This Agreement shall not be construed as creating any agency, partnership or joint venture between ClickCRM and You.
12.6 Headings; Interpretation. The headings contained in this Agreement are intended solely for convenience of reference and are not intended to be part of or affect the meaning or interpretation of this Agreement. The words "shall," "agree" and "will" are mandatory, the word "may" is permissive, the word "or" is not exclusive, and the singular includes the plural and vice versa. "Business Day" shall mean Monday through Friday, excluding New Year's Day, Christmas Day, and other ClickCRM holidays. All time period references in the Agreement to "days" other than "Business Days" shall be deemed to refer to calendar days. All references to "days" or "Business Days" shall mean consecutive days or Business Days. This Agreement is executed in the English language and all disputes between the parties shall be resolved in English. In the event this Agreement is translated into another language, and any inconsistency or discrepancy in meaning or interpretation results therefrom, the English language version shall prevail and control.
