Terms of Service
Effective Date: November 1, 2020
Please read these Terms of Service carefully. Your use of the Sites and Services (as defined below) constitutes your consent to this Terms of Service.
These Terms of Service apply to all users of the Sites and Services. These include https://www.app.clearmetal.com and https://www.clearmetal.com, websites, and any other website on which these Terms of Service appear (the "Sites"), and any software, mobile applications, products, devices or other services offered or made available by ClearMetal, Inc. (“ClearMetal”) from time to time (collectively, "Services”). You may access and utilize the Sites and Services only under the following terms and conditions ("Terms of Service").
To the extent that your use of the Services is governed by a Master Services Agreement (an “MSA”), the Master Services Agreement shall control in the event of conflict with these terms.
Further, these Terms of Service hereby incorporates by this reference any additional terms and conditions applicable to use of the Site and Services that are posted by ClearMetal through the Site, or otherwise made available to you by ClearMetal.
By using the Sites or Services, you affirm that you are of legal age to enter into a binding agreement.
Website Limited License. As a user of the Sites and Services you are granted a nonexclusive, nontransferable, revocable, limited license to access and use the Websites and Services in accordance with these Terms of Service. ClearMetal may terminate this license at any time for any reason. To the extent use of the Sites and Services requires login information, the foregoing does not automatically grant you a right of access and you must obtain login information as required by the Sites and Services. If you are authorized to access the Services under an MSA, you shall follow the terms of the MSA to the extent they differ from these terms.
Limitations on Use and Scope of Use: Any unauthorized use of the Sites and Services is prohibited. You may not use the Sites and/or Services to:
Copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of the Sites or the Services.
Manually extract, decompile, reverse engineer, disassemble or create derivative works from the Sites or the Services.
Determine the site architecture or extract data or information about usage, individual identities of other users of the Sites or the Services via use of any network monitoring or discovery software or otherwise.
Monitor, copy, scan, review, index, mirror, ping or validate the Sites or the Services via robot, spider, other automatic software or device, process, approach or methodology, manual or otherwise (methods such as web scraping, harvesting, data extraction, data validation or verification are prohibited).
Transmit any computer virus, worm, defect, trojan horse, or any other item of a destructive nature, or to upload any virus or malicious code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment..
Transmit any false, misleading, fraudulent or illegal communications, information or data.
Phish, spoof, commit illegal or fraudulent activity, or violate laws in your jurisdiction.
Access unauthorized information.
Solicit information from minors or harm or threaten to harm minors.
Attack, threaten violence, stalk, harass, incite, harm, or intimidate any other user, person or organization, or engage in any other threatening behavior.
Transmit or post any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, fraudulent, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.
Transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, contests, pyramid schemes, surveys, or any other form of solicitation or mass messaging, whether commercial in nature or not.
Transmit any materials that are protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express written consent of the applicable owner.
Restrict or inhibit any other person from using the Site
Export or re-export this Site or any portion thereof in violation of the export control laws and regulations of the United States of America.
You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Site and Services.
Intellectual Property Rights. Except as expressly provided in these Terms of Service, nothing contained herein shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights. You agree that the Sites and Services are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. ClearMetal, the ClearMetal logo, and all other ClearMetal trademarks, service marks, product names, and trade names of ClearMetal appearing on or in conjunction with the Sites and Services are owned by ClearMetal. ClearMetal does not grant you the right to use or display any trademark, service mark, product name, trade name or logo appearing on the Sites or the Services without ClearMetal's prior written consent.
Jurisdictional Issues. The Site is controlled or operated (or both) from the United States, and is not intended to subject ClearMetal to any non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Site’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
Registration; User Names and Passwords. You may need to register to use all or part of the Sites and Services. We may reject, or require that you change, any user-name, password or other information that you provide to us in registering. Your user-name and password are for your personal use only and should be kept confidential; you, and not ClearMetal, are responsible for any use or misuse of your user name or password, and you must promptly notify us or the Controller of the account under which you are accessing our Sites, of any confidentiality breach or unauthorized use of your user name or password, or your Site account.
Profile Data and Data You Submit. Site and Services users may make available certain materials (each, a “Submission”) through or in connection with the Site, including their participant profile information, text, graphics, links, messages, reviews, content, or other materials. In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Site or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place ClearMetal under any fiduciary or other obligation.
License. You retain ownership of your Submissions. For each Submission, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use and exploit such Submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).
You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submissions, and your provision thereof through and in connection with the Site, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.
Postings in Interactive Areas If you participate in interactive areas on the Sites or Services, that may be available to you by ClearMetal from time to time, you shall not post, publish, upload or distribute any postings which are unlawful or abusive in any way. ClearMetal may delete your postings at any time for any reason without notification of or permission from you, however, ClearMetal has no obligation to monitor or screen postings and is not responsible for the content in such postings or any content linked to or from such postings. But ClearMetal does reserve the right, in its sole discretion, to monitor interactive areas, screen postings, edit postings, cause postings not to be posted, published, uploaded or distributed, and remove postings, at any time and for any or no reason without notification of or permission from you.
Confidentiality. If you are accessing the ClearMetal application as an Authorized User of a Customer of ClearMetal, as either an employee of the Customer company or an individual approved by the Customer, including, but not limited to, an employee of a Company with whom Customer does business, your use of any data from the ClearMetal application is governed by the MSA agreed upon between the Customer and ClearMetal. Should there be a conflict between the MSA agreed upon between the Customer and ClearMetal and the terms of this Terms of Service, the MSA terms shall prevail. Generally, you are obligated to maintain information accessed in the ClearMetal application as confidential. Disclosure of this information to third parties is a breach of the MSA between ClearMetal and the Customer and may subject you, or your company, to liability. Please contact the Customer for more information regarding those obligations and liabilities.
ClearMetal’s Proprietary Rights. ClearMetal owns the Sites, which are protected by proprietary rights and laws. If you fail to comply with any of the terms or conditions of these Terms of Service, you must immediately cease using the Sites. The trade names, trademarks and service marks of ClearMetal include “ClearMetal and the “ClearMetal” logo. All trade names, trademarks, service marks and logos on the Sites not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Sites should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.
Linking to the Websites and Services. You may provide links to the Websites and Services, provided (i) you do not remove or obscure, by framing or otherwise, any portion of the web pages, the Terms of Service, or any notices on the Sites and Services and (ii) you discontinue providing links to the Sites and Services if requested by ClearMetal.
Disclaimer of Warranties. THE SITES AND SERVICES AND ANY THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. CLEARMETAL DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITES, SERVICES, AND ANY THIRD PARTY MATERIALS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. CLEARMETAL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ACCURACY, RELIABILITY, COMPLETENESS, AND AVAILABILITY OF ANY DATA OR INFORMATION (INCLUDING SHIPPING PREDICTIONS) MADE AVAILABLE THROUGH THE SITES OR SERVICES. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF SERVICE) ARE MADE ON BEHALF OF BOTH CLEARMETAL AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”).
While we try to maintain the timeliness, integrity and security of the Sites and Services, we do not guarantee that the Sites and Services (or any data, information, or predictions) are or will remain updated, complete, correct or secure, or that access to the Sites and Services will be uninterrupted. The Sites and Services (including the data, information, and predictions made available through the Sites and Services) may include inaccuracies, errors and materials that violate or conflict with these Terms of Service. Additionally, third parties may make unauthorized alterations to the Sites and Services. If you become aware of any such alteration, contact us at firstname.lastname@example.org with a description of such alteration and its location on the Site or Service.
Relationship of ClearMetal and You. You are an independent third party to the Sites and Services, and nothing in these Terms of Service will create or represent that there is any partnership, joint venture, agency, franchise, sales relationship, or employment relationship between you and ClearMetal.
No Solicitation. You shall not distribute on or through the Sites or Services any postings or presentations of data containing any advertising, promotion, solicitation for goods, services or funds or solicitation for others to become members of any enterprise or organization
Limitation of Liability. CLEARMETAL SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE SITES OR SERVICES, ANY FACTS OR OPINIONS APPEARING ON OR THROUGH AN INTERACTIVE AREA, OR ANY THIRD PARTY COMMUNICATIONS. CLEARMETAL SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITES OR SERVICES, THE INTERACTIVE AREAS, OR ANY THIRD-PARTY COMMUNICATIONS. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY OR ANY OTHER BASIS AND EVEN CLEARMETAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Without limiting the foregoing, ClearMetal will not be liable for damages of any kind resulting from your use of or inability to use the Sites or Services or from any Third Party Materials. Your sole and exclusive remedy for dissatisfaction with the Sites or any Third Party Materials is to stop using the Sites. The maximum liability ClearMetal may have is the amount paid in the last three months to use the service or $100, whichever is lesser. Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights.
Indemnity. Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless ClearMetal, its officers, directors, employees, agents, licensors, and suppliers harmless from and against all claims, losses, expenses, damages and costs, including reasonable attorneys' fees from and against all claims, losses, costs and expenses arising out of (a) your use of, or activities in connection with, the Site (including all Submissions); and (b) any violation or alleged violation of these Terms of Service by you.
Termination. These Terms of Service are effective until terminated. ClearMetal may terminate or suspend your use of the Sites and Services at any time and without prior notice, including if ClearMetal believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Upon any such termination or suspension, your right to use the Sites and Services will immediately cease, and ClearMetal may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials.
Governing Law; Jurisdiction. These Terms of Service are governed by and shall be construed in accordance with the laws of the State of California, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. You agree to exclusive jurisdiction of the federal and state courts located in Santa Clara County, State of California, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections to such courts.
Information or Complaints. If you have a question or complaint regarding the Site, please send an e-mail to email@example.com or you may also contact us by writing to 400 Montgomery Street, 2nd Floor, San Francisco, CA 94104, or by calling us at: 655 Castro St., Mountain View, CA 94041, or by calling us at (415) 857-4390.
Export Controls. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; (b) on any of the U.S. government lists of restricted end users.
Miscellaneous. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms of Service without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms of Service without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in these Terms of Service shall be construed as if followed by the phrase “without limitation.” Except at otherwise stated within these Terms of Service, these Terms of Service (including any terms and conditions incorporated herein) is the entire agreement between you and ClearMetal relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and ClearMetal relating to such subject matter. Notices to you (including notices of changes to these Terms of Service) may be made via posting to the Sites or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. ClearMetal will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.
Modifications to Terms of Service. ClearMetal may, in its sole discretion, modify or revise these Terms of Service, including without limitation ClearMetal's Privacy Notice, at any time by posting the amended terms on the Sites or otherwise linking to them in the Services. ClearMetal additionally will either (a) notify you via the email address you have associated with your account if you have registered with the Sites or Services, so you must ensure that ClearMetal's email is not filtered from your Inbox by your ISP or email software, or (b) post a notice on the Sites and Services that the Terms of Services and/or Privacy Notice have been updated. You agree that your use of the Sites or Services, after the date on which the Terms of Service changed, will constitute your acceptance of the updated Terms of Service, and that you agree to be bound by such modifications or revisions.
Reporting Claims of Copyright Infringement
ClearMetal takes claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Websites or Services infringe your copyright, you may request removal of those materials (or access to them) from the Sites or Services by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:
Your physical or electronic signature
Identification of the copyrighted work you believe has been infringed or, if the claim involves multiple works on the Websites or Services, a representative list of such works
Identification of the material you believe to be infringing, in a sufficiently precise manner to allow us to locate that material
Adequate information to allow us to contact you (including your name, postal address, telephone number, and, if available, email address)
A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law
A statement that the information in the written notice is accurate
A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner
DMCA Notices may be sent to our designated representative at: firstname.lastname@example.org. If you fail to comply with all the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Websites or Services is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA. In appropriate circumstances, ClearMetal will disable and/or terminate the accounts of users who are repeat infringers.