Last Updated: September 26, 2018
Please read these Terms of Service carefully before accessing or using the Service or Site. By accessing the Site or using the Service, you agree to become bound by these Terms of Service and you are entering into a legally binding agreement with Cleanshelf, Inc., a company registered in Delaware and with registered office address at 3 East Third Ave, San Mateo, CA 94401 (“Cleanshelf”). If you do not agree to these Terms of Service, then you may not access or use the Site or Service.
1. ELIGIBILITY/ACCOUNT REGISTRATION.
1.1 Eligibility. The Service is available only to individuals who are at least 18 years old, whether acting on their own behalf or as an authorized employee or representative of a corporation or other business entity. If you do not so qualify, do not attempt to register for or use the Service.
1.2 Account Registration. You are required to register on the Site in order to use the Service. These Terms of Service apply whether or not you register on the Site. To register, you must provide certain information to Cleanshelf. Specifically, you must provide Cleanshelf with including, without limitation, your first and last name, address, and valid email address and any other contact information requested by Cleanshelf. In addition, if you register for an account with Cleanshelf, then you are responsible for all activity under your account as well as any passwords for your account. You must notify Cleanshelf immediately if you suspect someone is using your account without your consent or any security breach related to your account.
2. USING THE SERVICE.
2.1 The Gist. Cleanshelf tracks costs and main usage indicators of online services that you use and present them in a single dashboard.
3. PROHIBITED USES.
As a condition of your use of the Service, you agree not to use the Service, the Data (as defined below) or Code (as defined below) for any purpose that is unlawful or prohibited by these Terms of Service, or any other purpose not reasonably intended by Cleanshelf. By way of example, and not as a limitation, you agree not to use the Service:
in any manner that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party;
for any illegal or unauthorized purpose. You agree to comply with all local laws regarding online conduct and acceptable content;
to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Cleanshelf user or Partner;
to violate any laws in your jurisdiction (including but not limited to copyright laws);
use any robot, spider, scraper or other automated means to access the Site or Service for any purpose without our express written permission;
to take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our Site or Service infrastructure;
to interfere or attempt to interfere with the proper working of the Site, Service or any activities conducted on the Site;
to bypass any measures we may use to prevent or restrict access to the Site or Service;
to resell the service as is or as a part of other service;
4. PERMISSION TO USE CLEANSHELF SERVICE.
4.1 Grant of License. Subject to your full compliance with all of the terms and conditions of these Terms of Service, Cleanshelf grants you a limited non-exclusive, revocable, nonsublicensable, nontransferable license to use (i) the Service; (ii) any application program interface or any other software code that we may make available to you from time to time provided by Cleanshelf (collectively, the "Code"); (iii) any Cleanshelf end-user documentation, solely when bundled with Service; and (iv) any upgrades, updates and new versions of the Service, as further described below. Such license shall include the right to use any Cleanshelf intellectual property rights associated with or related to use of the Code, other matters related to the Service, and the Cleanshelf end user documentation, solely in connection with the use of the Service.
4.2 License Restrictions. Except as expressly and unambiguously authorized under these Terms of Service, you may not (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the (a) reports (collectively, "Data") to which Cleanshelf may provide you to access in a variety of formats, or (b) Code, or (ii) otherwise use the Code or the Service on behalf of any third party. Except as provided in these Terms of Service, these Terms of Service do not include any right for you to use any trademark, service mark, trade name or any other mark of Cleanshelf or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein. If you violate any of the foregoing restrictions, Cleanshelf shall own all right, title and interest relating to any and all derivative works, inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, as they may relate to the use of the Service or the Code. You hereby agree to make all assignments necessary to accomplish the foregoing ownership.
4.3 Changes and Updates. Cleanshelf may release updates, upgrades or new versions of the Service or the Code, or other software related to the Service, to be incorporated as instructed on the Site. You agree that any access to any Cleanshelf Code or software granted pursuant to these Terms of Service will not limit or restrict Cleanshelf right to modify or replace such Code or software in future versions of the Service. The licenses granted to you herein shall be deemed to include such items.
4.4 No Other Licenses. The licenses granted hereunder are specifically set forth herein, and no licenses are granted by Cleanshelf to you by implication or estoppel.
4.5 Proprietary Rights. All right, title interest in and to the Site, Service, compilations magnetic translation, digital conversions, Code, software and other materials related to the Service (except images or other materials owned by third-parties) are and shall at all times remain the sole and exclusive property of Cleanshelf and are protected by applicable intellectual property laws and treaties. All Data related to the Site shall be the sole property of Cleanshelf. You acknowledge that you do not acquire any ownership rights in or to the Service or the Data. All rights not expressly granted to you in these Terms of Service are reserved by Cleanshelf.
5. PAYMENT, REFUNDS, UPGRADING AND DOWNGRADING TERMS.
A valid credit card is required for the ongoing use of all accounts.
If you initially sign up for a Basic, Pro, or Enterprise account, and you don’t cancel that account within 14 days, you will be billed monthly starting on the 14th day after your account was initially created. If you cancel prior to the processing of your first invoice on the 14th day, you will not be charged.
The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle.
Downgrading your Service may cause the loss of Content, features, or capacity of your Account. Cleanshelf does not accept any liability for such loss.
6. CANCELLATION AND TERMINATION.
You are solely responsible for properly canceling your account. An email or phone request to cancel your account is not considered cancellation. You can cancel your account at any time by clicking on the Cancel Subscription link on the Cleanshelf service detail page.
Upon cancellation of the Service or upon expiration of a trial account, all information entered into Cleanshelf will be deleted.
In situations when a customer, paying or trial, has violated any terms of this agreement through misconduct it is agreed that Cleanshelf will perform an active deletion of all materials aligned with the offending account.
If you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again. Also, there will be no prorating of unused time in the last billing cycle.
7. MODIFICATIONS TO THE SERVICE AND PRICES.
Cleanshelf reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the Site or the Service itself.
Cleanshelf shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
8. WARRANTY DISCLAIMER.
You acknowledge that Cleanshelf has no control over, and no duty to take any action regarding: which users gain access to the Service; what effects the Service may have on you, your website or equipment; the accuracy or how you may interpret, rely on, or use the Service or the Data, including without limitation any loss of reputation or loss of traffic on your website or any website of any of your affiliates; or what actions you may take as a result of having been exposed to the Service. You release Cleanshelf from all liability with respect to the Service, and any content or Data provided or accessed via the Service or through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Cleanshelf makes no representations concerning the Data or any content contained in or accessed via the Service or the Site. THE SERVICE, THE CODE AND THE DATA ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND, PROVIDED, HOWEVER, CLEANSHELF WARRANTS THAT IT HAS ALL THE NECESSARY RIGHTS, TITLES AND INTERESTS IN THE SERVICE AND THE CODE, TO GRANT YOU THE RIGHTS AND LICENSES CONTAINED IN THESE TERMS OF SERVICE. EXCEPT AS SET FORTH HEREIN AND TO THE EXTENT REQUIRED BY APPLICABLE LAW, CLEANSHELF AND ITS AGENTS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE, THE CODE AND THE DATA, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. CLEANSHELF DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE SERVICE, THE CODE OR THE DATA WILL BE UNINTERRUPTED OR ERROR FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
9. LIMITATION OF LIABILITY.
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT WILL CLEANSHELF OR ITS AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SITE, THE SERVICE, AND THE DATA, EVEN IF CLEANSHELF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE, OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE AMOUNT EQUAL TO THE AGGREGATE AMOUNT THE CLIENT HAS PAID TO CLEANSHELF FOR ITS SERVICE. ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. CLEANSHELF DISCLAIMS ALL LIABILITY OF ANY KIND OF CLEANSHELF'S AGENTS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. YOU UNDERSTAND AND AGREE THAT YOUR SOLE RIGHT AND REMEDY AGAINST CLEANSHELF IS TO DISCONTINUE USE OF THE SERVICE.
10.1. Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in writing of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from (1) the combination of the Services with software, hardware, content or other items not supplied by us; or (2) Your Data or Your use of the Services in violation of this Agreement, the Documentation or applicable Order Forms.
10.2. Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that any of Your Data infringes or misappropriates such third party’s intellectual property rights, or arising from Your use of the Services in violation of the Agreement, the Documentation, Order Form or applicable law (each a “Claim Against Us”), and You will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a settlement approved by You in writing of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.
10.3. Exclusive Remedy. This Section 10 states the parties’ sole liability and each party’s exclusive remedy against the other party for any indemnification arising out of or related to this Agreement, including but not limited to any claim described in this Section 10.
11.1 Service Termination. Without limiting any of the above representations or warranties, Cleanshelf has the right (though not the obligation) to, in Cleanshelf sole discretion (i) refuse to provide the Service to you or allow you to access the Site, if it in Cleanshelf reasonable opinion, violates any Cleanshelf policy or is in any way harmful or objectionable, or (ii) immediately terminate or deny access to and use of the Site or Service to any individual or entity for any reason, in Cleanshelf sole discretion.
11.2 Termination of Terms of Service/Agreement. Cleanshelf may terminate your access to all or any part of the Site or Service at any time, with or without cause, with or without notice, effective immediately. Upon termination of your account, your right to use the Site or Service will immediately cease and you shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Service, the Code and any the Data, and shall so certify, if requested, to Cleanshelf that such actions have occurred. If you wish to terminate these Terms of Service or Agreement you may simply cease utilizing the Site or Service. All provisions of these Terms of Service and Agreement, which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
12. CHOICE OF LAW AND VENUE.
You agree that the laws of the State of California, without regard to conflict of law provisions, will govern these Terms of Service and any dispute that might arise between you and Cleanshelf in connection with these Terms of Service, the Site or the Service. In addition, you agree to submit and consent to the personal and exclusive jurisdiction in and the exclusive venue of the state and federal courts located in the San Francisco County, California.
Cleanshelf reserves the right, at its sole discretion, to modify or amend these Terms of Service, including the right to add to or remove terms in these Terms of Service. If Cleanshelf modifies these Terms of Service, then Cleanshelf will post the revised version of these Terms of Service on this page and the date the Terms of Service were last updated. Except as otherwise stated in these Terms of Service, all amended terms shall automatically be effective 30 days after they are initially posted. You should review these Terms of Service from time to time, as you are solely responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Site or Service after any modifications to these Terms of Service are posted constitutes your acceptance of the modified Terms of Service. If you do not agree to abide by these Terms of Service or any future modifications to these Terms of Service, then you cannot use or access the Site or Service.
14.1 General. You may assign your rights under these Terms of Service to any party that consents to, and agrees to be bound by, its terms.. Cleanshelf may assign its rights under these Terms of Service without condition. These Terms of Service will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. Cleanshelf reserves the right to modify, update or discontinue the Site or Service in its sole discretion at any time, for any or no reason, and with or without notice or liability. Cleanshelf may provide you with notices by regular mail, email or through the Site. The Agreement constitutes the entire agreement between you and Cleanshelf regarding the use of the Site or Service, and supersedes any prior agreements between you and Cleanshelf relating to your use of the Site or Service. The failure of Cleanshelf to exercise or enforce any right or provision of these Terms of Service or any other policy or agreement or any prior version of these Terms of Service shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Service is held invalid, the remainder of these Terms of Service shall continue in full force and effect.
15. QUESTIONS OR COMMENTS.
Any questions or comments regarding, or problems with, the Site or Service should be sent to the Cleanshelf Support at [email protected]
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