Last updated July 6, 2022
If you are a company, business or website that uses our cleanCART, then these Terms of Service apply to you. Please note that these Terms of Service DO NOT apply to our CleanAD Platform (related to malvertising and ad security services) and our other commercial services – such services and the use of the Clean.io Platform are governed by the terms of any platform agreement or other commercial contract we have entered into with you.
BY SUBMITTING AN ORDER AND/OR COMPLETING THE APPLICABLE ONLINE REGISTRATION PROCESS TO ACCESS AND USE OUR CLEANCART OR BY OTHERWISE USING ANY SERVICES MADE AVAILABLE BY US WITH RESPECT TO OUR CLEANCART, YOU AGREE TO COMPLY WITH THESE TERMS OF SERVICE. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE OUR CLEANCART OR ANY OF OUR OTHER RELATED SERVICES.
THESE TERMS OF SERVICE CONTAIN AN ARBITRATION PROVISION, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION PROVISION, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. THESE TERMS OF SERVICE ALSO CONTAIN OTHER LIMITATIONS ON YOU, INCLUDING LIMITATIONS ON OUR LIABILITY AND YOU SHOULD READ THESE TERMS CAREFULLY.
1.1 Agreement. Clean.io, Inc., a Delaware corporation (referred to as “Clean.io” or “us” or “we” or “Company” or similar terms) provides an online shopping cart platform and related technology and services (as more fully defined below, the “cleanCART”) for use by online shops and e-commerce stores (“Online Shops”). CleanCART is made available on a software-as-a-service (SaaS) basis and offers a full suite of online shopping cart protections that enable our Users and their Organizations to detect and protect their Online Shops and their Online shop visitors, customers and user base (“Visitors/Visitor”) against form jacking, journey jacking, personal data theft, and fraudulent or unauthorized discount, coupon, rebate, promotional and similar codes (the “Shopping Cart Threats”). Users (as defined below) may register at https://www.clean.io/ecommerce-coupon-extension-blocker to access and receive the Platform and our other Services (as defined below) in connection with their Online Shops.
1.2 Effective Date; Right to Modify; Binding Effect of Continued Use. The effective date of these Terms of Service (the “Effective Date”) as applied to you will be either (i) the date that you first accept these Terms of Service when agreeing to these Terms of Service electronically (e.g. the date that you click “I Agree”, “Accept” or other similar terms when these Terms of Service are first presented to you) or when you are otherwise subject to these terms as described above (e.g. when you first use the Services) or (ii) the effective date set forth in a written Order executed by the Parties. Clean.io reserves the right to change these Terms of Service from time to time without notice to Users and any modifications or changes to these Terms of Service shall be effective upon such modification or amendment being posted. User acknowledges and agrees that it is User’s responsibility to review the Platform and these Terms of Service periodically and to be aware of any modifications. User’s continued use of the Platform or other Services after such modifications will constitute User’s acknowledgement of the modified Terms of Service and agreement to abide and be bound by the modified Terms of Service.
1.3 Organizational Use. If you are entering into these Terms of Service on behalf of a company or other legal entity (an “Organization”), you represent that you have the authority to bind such Organization, its affiliates and all users who access the Platform and our other Services through your account to these Terms of Service, in which case the terms “User” “you” or “your” shall refer to such Organization and its affiliates, employees and users associated with it. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not access nor use cleanCART or any of our other services.
1.4 Scope and Other Terms and Policies. Please note that Clean.io provides a variety of software solutions and service offerings to its clients. These Terms of Service apply only to Clean.io’s cleanCART and related Services as described herein. Clean.io’s other solutions and service offerings (for instance, our Clean.io Platform that detects and blocks malicious advertisements on web pages and applications) are made available pursuant to separate terms and conditions and are not covered or addressed in these Terms of Service. Please visit https://www.clean.io/platform if you would like to learn more about Clean.io’s other solutions and service offerings.
1.5 Definitions. The following terms shall have the following meanings for purposes of this Agreement. Capitalized terms not defined in this Section are defined elsewhere in the Agreement.
“Affiliates” means Clean.io’s owners, officers, directors, affiliated companies, suppliers, partners, sponsors, and agents and representatives, and includes (without limitation) all parties involved in creating, producing, and/or delivering cleanCART and any of our other Services. For purposes of this Agreement, any Third Party E-Commerce Platform with whom we partner or through whom we offer cleanCART shall be considered a Clean.io Affiliate.
“Order” means (i) an online order page or similar website page on the Clean.io website (including the Pricing Page as described in Section 3.1 below), a Third Party E-Commerce Platform website or other related site or page that allows User to select any of the Services (e.g. selecting a specific offering level or plan offered by Clean.io), or (ii) any order form, statement of work, or other written agreement that is signed by the parties or electronically agreed to by the parties and which sets forth the particular Services to be provided to a User.
“cleanCART” or “Platform” means Clean.io’s innovative software-as-a-service (SaaS) e-commerce solution known as cleanCART which provides online shopping cart protections that enable our Users and their Organizations to detect and protect their Online Shops and Visitors from and against Shopping Cart Threats, and provides related data, APIs, technology and/or software and any platform specific related services and websites that Clean.io may from time to time provide.
“Organization Data” means any data, information, files, documents, agreements, reports, content, media, communications, notices, alerts, or other materials that an Organization (or a User) inputs or uploads to cleanCART or other Services.
“Personal Information” means data or information relating to an identified or identifiable individual, which may include but is not limited to, name, address, telephone number, e-mail address, and other identifying information.
“Services” means (i) cleanCART, (ii) any specific service or offering that may be provided to a User by Clean.io via cleanCART, (iii) any support services and related technologies that may be provided by cleanCART in its sole discretion for maintaining and monitoring use of the Platform, and (iv) any other services or offerings that Clean.io may provide from time to time to Organizations or Users related to the Platform pursuant to an Order.
“Third Party E-commerce Platforms” means any third party e-commerce platforms with whom Clean.io partners or directly contracts with from time to time for purposes of making cleanCART directly available to Online Shops resident on or affiliated with those third party e-commerce platforms.
“User” “you” or “your” (and similar terms) means any (i) individual who (either in his or her individual capacity or as an employee, representative or agent of an Organization) is using the Platform or otherwise accessing or receiving Services hereunder, and/or (ii) any Organization and its employees and authorized users.
“User Marks” means User’s and/or User’s Organization’s trademarks, service marks, logos and trade dress.
2.1 General. Subject to the other terms and conditions of these Terms of Service, Clean.io shall provide User (or User’s Organization) with the applicable Services mutually agreed upon by the parties in an Order. In furtherance of the foregoing, Clean.io grants you a limited, non-exclusive, non-transferable right and license to access and use cleanCART solely for your internal business purposes in connection with your Online Shop in order to detect and block Shopping Cart Threats and for purposes of otherwise receiving the applicable Services specified in your Order and in each case only consistent with the other limitations set forth in these Terms of Service and such Order.
2.2 Data and Information from Third Party Sites. Users may be required or allowed to link to a Google account or other third party account or site in order to provide, submit or upload Organization Data or other information to the Services (e.g. Google Analytics APIs, etc.). You expressly acknowledge and agree and grant us all necessary rights and licenses to access your Organization Data and all Threat Data and other information that may be hosted on third party sites, integrate into third party APIs to access and transmit your Organization Data and Threat Data and other information to the Services, store such Organization Data and information and process and use such Organization Data and other information via the Services. You are solely responsible for complying with all third party agreements, terms of service or other applicable legal terms and ensuring that you have the right to transmit Organization Data and Threat Data to the Services and permit the Services to process the Organization Data and Threat Data, including the terms of any Third Party E-commerce Platforms.
2.3 Limitations. User acknowledges and agrees that, from time-to-time, portions of, or functionality included in, the Platform and other Services may be added to, modified, or deleted by Clean.io and that the Platform and other Services may change over time. Clean.io may (but is not required to) expand or enhance the Services by providing additional features in the general course of Clean.io’s standard development model and offering road map. If any features or functionality are at the request or timing of User (or User requests any individualized consulting, implementation or other services) there may be additional cost and the Parties shall enter into a separate Order for such services. Additionally, certain new features or functionality may be priced separately and may not be included in the Fees and you may be required to pay additional amounts for such new features or functionality. User understands and agrees that temporary interruptions of the Services may occur as normal events. User further understands and agrees that Clean.io has no control over third party platforms and networks that User may access in the course of the use of the Services, and therefore, delays and disruption of other network transmissions are completely beyond Clean.io’s control. For instance, Clean.io may partner with Third Party E-Commerce Platforms for purposes of making the Platform directly available to their constituent Online Shops. Clean.io has no control over those Third Party E-Commerce Platforms and makes no guarantees that the Services will always be accessible directly via any such Third Party E-Commerce Platforms. It is even possible that a Third Party E-Commerce Platform may discontinue making the Services available to Users. User understands that certain functionality and portions of cleanCART or other Services may only be available to certain parties and that not all functionality and portions of cleanCART or other Services may be available to all Users. Any new features that augment or enhance the current Services shall be subject to these Terms of Service.
2.4 Equipment and Requirements. User acknowledges that certain portions or features of the Services may not be fully accessible or functional without a working computer or mobile device, a working Internet connection and/or working access to a cellular network, and applicable modems, hardware, servers, software, operating systems, networking, web servers and other technology, software, equipment or system elements that may be specified by Clean.io or a Third Party E-Commerce Platform from time to time or otherwise required to access the Services (the “Required Technology”). If User is unable to access all or part of the Services because it does not have access to any necessary Required Technology, Clean.io shall not be liable for any loss, damage, injury, claim or expense which may result from User’s inability to access the Services. Additionally, Clean.io may sometimes only offer the Platform through particular Third Party E-Commerce Platforms. If you transition your Online Shop away from such Third Party E-Commerce Platform , you will lose your access to the Platform and Services.
2.5 Network Limitations. User understands and agrees that temporary interruptions of the Services may occur as normal events. Clean.io may use third party providers to store, manage, and authenticate accounts and content, and to provide the necessary hardware, software, networking, storage, and related technology required to run the Services. Additionally, Users may sometimes have the option to access the Platform via a Third Party E-Commerce Platform, which is completely outside of our control. We are not responsible for possible issues caused by third party faults or discontinued services. Clean.io does not guarantee or warrant that any Organization Data or Threat Data that a User saves, stores or accesses through the Services will not be subject to inadvertent damage, corruption, or loss. You are encouraged to back up the files that you store or access via the Services. While we take data security and privacy seriously, you understand and agreed that the technical processing and transmission of the Services, including Organization Data and Threat Data, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Additionally, User further understands and agrees that Clean.io has no control over third party networks that you or other Users or Organizations may access or attempt to access in the course of the use of the Services, and therefore, delays and disruption of network transmissions and inaccuracies in results may be completely beyond Clean.io’s control and Clean.io assumes no responsibility for such delays, disruptions or inaccuracies. Without limiting the foregoing, Clean.io expressly disclaims responsibility for any lost revenues, lost profits, lost sales or billing errors, glitches or delays experienced by User or User’s Organization to the extent caused by Service outages or network or infrastructure interruptions. Additionally, Clean.io also expressly disclaims responsibility for any discount, coupon, rebate, promotional and similar codes that are not identified and/or blocked by the Platform as a result of a Service outage or network or infrastructure interruption. User understands and agrees that cleanCART and each of the other Services are provided “AS IS” and that Clean.io assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any Organization Data or Threat Data, or any other communications or personalization settings.
2.6 Your Offerings. Clean.io assumes no responsibility for User’s products, services, solutions, offerings, businesses, operations, stores, products, Online Shops and other commercial activities (the “Offerings”), including, without limitation, that your use of the Service in relation to the Offerings complies with all applicable laws. You are solely responsible for providing and delivering the Offerings to your Visitors and resolving all disputes with such Visitors (including disputes related to the applicability of specific discount, coupon, rebate, promotional and similar codes). YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT CLEAN.IO SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY OF YOUR OR YOUR ORGANIZATION’S OFFERINGS AND ANY CLAIMS, ISSUES, MATTERS OR OTHER INTERACTIONS WITH ANY OF YOUR OR ANY OF YOUR ORGANIZATION’S VISITORS.
2.8 Reservation of Rights. You acknowledge and agree that cleanCART and other Services are provided under license, and not sold, to you. You do not acquire any ownership interest in cleanCART or Services under these Terms of Service, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms of Service. Clean.io and its licensors and service providers reserve and shall respectively retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms of Service.
2.8 Implementation. If User orders any Services under an Order that require implementation assistance by Clean.io or other unique or personalized consultation or setup services, then promptly after submitting such Order, User will provide Clean.io with any information, resources and assistance required by Clean.io to enable the implementation or provision of the Services for User’s purposes as described on the Order and, if applicable, to provide any related training. Any dates specified in an Order are estimates only, and are contingent upon User’s timely compliance with its obligations relative to such implementation.
2.9 Your Responsibilities. You agree that, at all times during the Term, you shall: (i) perform those tasks and assume those responsibilities specified in the applicable Order; (ii) upon Clean.io’s request, make available to Clean.io yourself or other personnel from your Organization familiar with your business requirements related to the Services; and (iii) reasonably cooperate with Clean.io regarding the Services (collectively, the “User Responsibilities”). Each Order shall also contain any assumptions for providing the Services and/or additional responsibilities required of you for Clean.io’s performance of the Services. You understand that Clean.io’s performance is dependent on your timely and effective satisfaction of the User Responsibilities hereunder and timely decisions and approvals by you and your Organization.
3.1 General. User (or User’s Organization) will pay all applicable fees for the Services as set in an Order, whether (i) as set forth on our order subscription page located at https://www.clean.io/pricing (including any successor or related website page, the “Pricing Page”) and/or, (ii) if applicable and entered into by the Parties, a written Order (collectively, the “Fees”). If you sign up for the Services on our Pricing Page, the pricing and fees set forth on the Pricing Page shall apply to your use of the Services. The Pricing Page includes more information regarding our pricing and any different Services options, including applicable fees and different access rights or Services tiers/options based on your selections and our offerings. All Fees are non-cancelable and non-refundable, except as otherwise provided for herein. User will pay all Fees in U.S. Dollars. Unless otherwise specified in an Order, all Fees will be processed using Stripe.
3.2 Premium Features. We may elect to charge additional fees in connection with all or a portion of any Services, or to offer all or a portion of the other Services on a separate fee basis, or may otherwise elect to restrict portions of the Services or features and functionality within the Services. All such advanced, additional, paid and subscription-based Services (including any different Services levels, Services tiers, levels or options) are collectively referred to herein as “Premium Features” and payment to clean.io is required for Users to access and use such Premium Features as set forth on our Pricing Page or in your Order if applicable.
3.3 Changes to Fees. Clean.io may change Fees due with respect to any recurring Services (e.g. ongoing Platform subscriptions) upon ninety (90) days’ prior written notice. Additionally, Clean.io reserves the right to more frequently change, on a pass-through basis, any third-party fees at any point during the Term (including if they increase ongoing Platform subscription fees). Your continued use of the Services subsequent to any change in Fees will be deemed acceptance of such changes unless User closes its Service subscription prior to the effective date of such change and ceases all access to and use of the applicable Services. If User does not accept such Fee change, then User may terminate this Agreement by providing Clean.io written notice prior to the effective date of such Fee change, and User shall only be liable to Clean.io for the payment of Fees for Services provided through the effective date of termination.
3.4 Payment Authorization; Invoices; Recurring Billing. For certain Services, including our standard Platform offering, a valid payment method (i.e., credit card, debit card, ACH transfer) will be required and we will charge the payment information you provide us (e.g. card on file) monthly in accordance with our Pricing Page or your Order. There will be no refunds or credits for partial months of paid Services. All fees will be exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based on Clean.io’s income. You agree to pay for any taxes that might be applicable to your use of such paid Services. You agree to be billed monthly, annually or at such other installments as set forth in an Order or as applicable to our standard Services, and grant us the right to charge your credit card or ACH information (or otherwise facilitate payment) with the payment information you provide us, including on a recurring basis. You also agree that automatically at the end of any Evaluation Term (or thereafter pursuant to our standard billing practices), we shall automatically commence charging your credit or debit card on file or otherwise processing payments (e.g. ACH) without any further action required by you unless you have terminated. You will reimburse us for any fees that we may be charged related to declined payments, and you will keep us informed of all changes to your billing information. All amounts invoiced hereunder are due and payable as specified in the applicable Order. Unpaid Fees that are not the subject of a written good faith dispute are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by applicable law, whichever is lower, plus all reasonable expenses of collection.
3.5 Taxes. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, (excluding taxes based on Clean.io's income) (“Taxes”). Clean.io is not obligated to, nor will Clean.io determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. User is solely responsible for payment of, and User agrees to pay, all applicable Taxes regardless of whether such Tax amounts are listed on an Order.
User’s affirmative act of viewing or using any portion of cleanCART or any of the other Services (including, without limitation, submitting any forms or communications via the Platform) constitutes User’s electronic signature to these Terms of Service and User’s consent to enter into agreements with Clean.io electronically. User also agrees that Clean.io may, but has no obligation to, send to User in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Services (collectively, “Notices”). Clean.io can send User electronic Notices (i) to the e-mail address that User provided to Clean.io (if any), or (ii) by posting the Notice through the Platform. The delivery of any Notice from Clean.io is effective when sent or posted by Clean.io, regardless of whether User reads or views the Notice when User receives it or whether User actually receives the delivery. User can withdraw User’s consent to receive Notices electronically by discontinuing User’s use of the Services. User can retrieve an electronic copy of this contract by clicking on the “Terms of Service” link on Clean.io’s website or as set forth in the Platform. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.
All questions, complaints, claims or other notices to Clean.io shall be in writing and shall be made either via email or conventional mail to the addresses set forth below, or using any contact functions made available via the Platform.
Phone: +1 410-541-6492
Address: Clean.io, Inc. PO Box 7601PMB 20680 Washington, DC 20044
Any notices or communication under these Terms of Service will be deemed delivered to Clean.io on the delivery date.
5.1 Accuracy; Security. User agrees to: (i) provide true, accurate, current and complete information about User and User’s Organization as prompted by Clean.io’s forms and in any other related document or agreement; (ii) to maintain and update User’s information to keep it true, accurate, current, and complete. User acknowledges that, if any information provided by User is untrue, inaccurate, not current, or incomplete, Clean.io reserves the right to terminate User’s use of the Services and withdraw any offer or agreement. You agree to keep your account information, including your login and password, secure and not to share it with any third party. You are solely responsible for the maintaining the security of your account.
5.2 Restrictions. While using Services, you agree that you will not: (i) violate any laws, third party rights or our policies; (ii) use our Services or submit any of our forms if you temporarily or indefinitely suspended from using our Services; (iii) manipulate the Platform, the other Services, email responses or interfere with any other User’s use of the Services; (iv) provide false, inaccurate, misleading, defamatory, or libelous information or content; (v) spoof or create any emails, content, correspondence or other information from us, including fake or fraudulent acceptances or offers; (vi) create any competitive service or feature (or otherwise establish a competitive business) based on, in whole or in part, the Platform or any of our other Services or any of our business ideas, (vii) distribute viruses or any other technologies that may harm Clean.io, an Organization, an Online Shop, or the interests or property of our other Users or their Visitors; (viii) copy, modify, or distribute rights or content from the Platform or commercialize any of our Services or any information or software provided with such Services; (ix) harvest or otherwise collect information about our Users or their Visitors, including email addresses, without their consent; (x) use the Services to gain unauthorized access to Clean.io’s or an Organization’s network(s) or server(s); (xi) interfere with any User’s use and enjoyment of the Platform or other Services; or (xii) violate the intellectual property rights, including but not limited to, copyrights, trademark rights, trade secrets or patents of any person or entity. This description of prohibited conduct is not intended to be exhaustive, and Clean.io has sole discretion to determine what constitutes prohibited conduct for Users. Users who violate system or network security may incur criminal or civil liability.
5.3 Age for Use of the Services. User must be 18 years of age or older to visit or use any of the Services in any manner. By, using the Platform, receiving any of the other Services or otherwise accepting these Terms of Service, User represents and warrants to Clean.io that User is at least 18 years of age or older, and that User has the right, authority and capacity to agree to and abide by these Terms of Service. User also represents and warrants to Clean.io that User will use the Services in a manner consistent with any and all applicable laws and regulations.
5.4 Remote Monitoring. Clean.io shall have the right and ability to monitor User’s use of the Services remotely and/or electronically to verify User’s compliance with the terms of this Agreement.
5.6 Remote Disablement. In the event that User breaches any of the terms of this Agreement, User acknowledges and agrees that Clean.io may remotely disable or terminate User’s use of the Platform or other Services.
6.2 Data. You and your Organization are responsible for all Organization Data submitted to the Platform or any of the other Services and any activity that occurs under your account. You and/or your Organization shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use your Organization Data. Clean.io shall not be responsible for any data, information or material that you authorize us to retrieve or that you submit to the Services in the course of using the Services, including the Threat Data. Clean.io does not pre-screen, verify, confirm or otherwise authorize any Organization Data. However, Clean.io and its designee(s) have the right (but not the obligation) in their sole discretion to refuse or remove any Organization Data that is processed by or provided to the Services. We may, but have no obligation to, remove content and accounts containing content that we determine in our sole discretion are illegal, threatening or otherwise objectionable or violates any party's intellectual property or these Terms of Service.
7.1 Term. Clean.io may, in its sole discretion and on a customer-by-customer basis, offer you an evaluation term to evaluate the Services. Unless a longer period of evaluation is mutually agreed to via email between the Parties or a longer period is set forth in a written Order executed by the Parties, if such an evaluation is offered by Clean.io, such period shall be for 14 days (and any such evaluation period shall be referred to as the “Evaluation Term”). All use of the Services during an Evaluation Term shall be subject to the terms of this Agreement.
Upon the expiration of the Evaluation Term, the rights to access and use the applicable Services specified in the Order shall automatically, and without the necessity of any further action by either Party, convert to a paid subscription/use right. The date of such automatic conversion is referred to herein as the “Conversion Date”.
Unless a different term is specified in an Order, this Agreement shall continue with respect to the particular Services being provided via the Order either on an annual term basis (“Annual Term”) or on a monthly term basis (“Monthly Term”) as selected by User. If Customer selects an Annual Term, this Agreement shall remain in effect for a period of time equal to one (1) year from the Conversion Date. Following the initial year, this Agreement shall automatically renew for successive one (1) year terms with respect to the applicable Services, unless either Party provides the other Party with notice of its intention not to renew at least sixty (60) days’ prior to the end of the then-current term. The initial year together with all annual renewals shall be referred to as the “Annual Subscription Term”. If Customer selects a Monthly Term, this Agreement shall remain in effect for a period of time equal to one (1) month from the Conversion Date. Following the initial month, this Agreement shall automatically renew for successive one (1) month terms with respect to the applicable Services, unless either Party provides the other Party with notice of its intention not to renew at least thirty (30) days’ prior to the end of the then-current term. The initial month together with all monthly renewals shall be referred to as the “Monthly Subscription Term”. The Evaluation Term together with the Annual Subscription Term or Monthly Subscription Term (as applicable) are together referred to herein as the “Term”. The Fees specified in the applicable Order shall not apply during an Evaluation Term and only during an Annual Subscription Term or Monthly Subscription Term.
7.2 Termination. During the Evaluation Term, either Party may terminate this Agreement at any time for any or no reason upon written notice (email being sufficient) to the other party. User agrees that Clean.io may at any time, and at Clean.io’s sole discretion, terminate User’s (or User’s Organization’s) access to any portion or all of the Services without prior notice to User for violating this Agreement, including, without limitation, breach of these Terms of Service. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating User’s relationship with Clean.io and may be referred to appropriate law enforcement authorities. In addition, User acknowledges that Clean.io will cooperate fully with investigations of violations of systems or network security at other sites. In addition to the foregoing, either party shall have the right to terminate this Agreement if the other party terminates its business activities or becomes insolvent, files for bankruptcy, admits in writing its inability to pay debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority. Upon termination or suspension, regardless of the reasons therefore, User’s right to use the Platform or any of the other Services immediately ceases, and User acknowledges and agrees that Clean.io may immediately deactivate or delete User’s account (if applicable) and all related information and files in User’s account and/or bar any further access to such files, the Platform and the other Services. Clean.io shall not be liable to User or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by Clean.io in connection therewith. Applicable provisions of these Terms of Service shall survive any termination.
CleanCART or other portions of the Services may link Users to other sites on the Internet or otherwise include references to information, documents, software, materials, content and/or services provided by Organizations (including Third Party E-Commerce Platforms) or other parties (“Third Party Materials”). These Third Party Materials may contain information or material that some people may find inappropriate or offensive. These Third Party Materials (and the third parties responsible therefor) are not under Clean.io’s control, and User acknowledges that Clean.io is not responsible for the accuracy, completeness, appropriateness, validity, copyright compliance, legality, decency, or any other aspect of such Third Party Materials, nor is Clean.io responsible for errors or omissions in any references to other parties or their products and services. The inclusion of Third Party Materials, including any reference or link thereto, is provided merely as a convenience and does not imply endorsement of, or association with, the Platform, the Services, Clean.io or Clean.io’s Affiliates, or any warranty of any kind, either express or implied. You access and use all such Third Party Materials entirely at your own risk and subject to such third parties’ terms and conditions.
9.1 Clean.io Ownership. By accepting these Terms of Service, User acknowledges and agree that the Platform and each of the other Services are protected by Clean.io’s copyrights, trademarks, service marks, patents or other intellectual property or proprietary rights and laws (“Intellectual Property Rights”), and is the sole property of Clean.io. Additionally, unless otherwise explicitly set forth in an Order, Clean.io shall own all right, title and interest, including all Intellectual Property Rights, in and to all inventions, improvements, developments, discoveries, marks, logos, know-how, trade secrets, notes, records, reports, drawings, designs, data, computer programs and all other works of authorship conceived, made, discovered or developed by or on behalf of Clean.io in performing the Services hereunder or provided or delivered to you hereunder (collectively, the “Inventions”). Any unauthorized use of any Inventions, the Platform or other Services may violate Intellectual Property Rights of Clean.io or other third parties and could result in criminal or civil penalties. Clean.io does not warrant or represent that User’s use of any Inventions, the Platform or other Services will not and does not infringe the rights of third parties. Certain of the ideas, software and processes incorporated into the Services that may be protected by patent applications pending in, or filed with, the United States, and Clean.io may prepare and file additional patent applications in selected foreign jurisdictions.
9.2 Feedback. By submitting feedback and suggestions, you agree to grant and hereby do grant a non-exclusive, perpetual, worldwide, irrevocable, and royalty-free license to any Intellectual Property Rights you may have in your feedback and suggestions to Clean.io to use to improve Clean.io products or services. You acknowledge that submission of feedback and suggestions is voluntarily and Clean.io may consider or is developing technology that is the same or similar to your feedback or suggestions.
10.1 Organization Data. Clean.io agrees that the Organization Data is owned by User and/or User’s Organization and is protected by U.S. and international intellectual property laws, and that User and/or Organization shall solely own and retain all right, title and interest to, including all intellectual property rights in, the Organization Data. User and/or User’s Organization is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of all Organization Data, and Clean.io assumes no responsibility for the deletion, correction, destruction, loss, infringement or failure of the Services to store any Organization Data. Clean.io shall not be required to maintain a backup or copy of any Organization Data and Clean.io shall have no liability for any loss of Organization Data, whether caused by Clean.io, User, User’s Organization, any third party service provider or any other third party. User shall comply with local, national and international laws and regulations applicable to the transmission or storage of data through the Services. User is solely responsible for ensuring that it has all rights necessary to provide the Organization Data to Clean.io and the Services. User acknowledges and agrees that no transmission or hosting of data is 100% secure and there remains a possibility that Organization Data may be subject to unauthorized access by hacking, malware, systems breach or other unauthorized method and Clean.io shall have no liability relating to any such breach or access.
10.2 Suspected Copyright Violations. Clean.io respects the intellectual property of others, and Clean.io asks Users to do the same. If User believes its copyright, trademark or other property rights have been infringed by the Services, User should send notification to Clean.io, via the contact information described herein, immediately. To be effective, the notification must include: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) information reasonably sufficient to permit Clean.io to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (iii) identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit Clean.io to locate the materials; (iv) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and (v) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.
11.1 User Warranties. User represents and warrants to Clean.io that: (i) it has the full right, power and authority to enter into this Agreement and to perform the acts required of it under this Agreement; (ii) the individual executing the Order on behalf of User has all necessary authority to bind User to the terms of this Agreement; (iii) User and its employees are and will remain in compliance with this Agreement and all applicable laws and regulations; (iv) User has the right to grant to Clean.io the licenses provided herein; and (v) User has the full legal authority to allow all activities required by all Orders (if any) to occur without approvals from any other person or entity.
11.2 Disclaimer of Warranties. THE PLATFORM, THE SERVICES, AND ALL SERVICES PROVIDED THROUGH, THE PLATFORM AND/OR THE OTHER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CLEAN.IO MAKES NO WARRANTY THAT (A) THE PLATFORM AND OTHER SERVICES WILL MEET USER’S REQUIREMENTS, (B) THE PLATFORM AND OTHER SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM OR OTHER SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (D) THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, OR APPROPRIATENESS OF ANY INFORMATION MADE AVAILABLE TO USER VIA THE PLATFORM OR OTHER SERVICES, OR (E) THE PLATFORM OR THE SERVICES (INCLUDING summarized content) WILL MEET USER’S EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
THE PLATFORM AND/OR RESULTS OF THE SERVICES COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. THE USE OF THE PLATFORM OR OTHER SERVICES ARE DONE AT USER’S OWN DISCRETION AND RISK AND WITH USER’S AGREEMENT THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER. CLEAN.IO SPECIFICALLY DISCLAIMS ANY REPRESENTATION AND WARRANTY THAT THE PLATFORM WILL (1) DETECT AND BLOCK ALL SHOPPING CART THREATS, OR (2) NOT AFFECT THE PERFORMANCE OF USER’S ONLINE SHOPS, E-COMMERCE PLATFORMS OR OTHER WEBSITES.
IN NO EVENT SHALL CLEAN.IO OR ANY OF ITS AFFILIATES BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT CLEAN.IO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM, THE SERVICES, OR ANY ORGANIZATION DATA ACCESSED VIA THE PLATFORM OR SERVICES. CLEAN.IO AND ITS AFFILIATES MAXIMUM LIABILITY UNDER THIS AGREEMENT AND FOR ANY CLAIMS RELATED TO A USER'S USE OR ACCESS TO THE PLATFORM OR ANY OF THE SERVICES SHALL BE $100. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER IN THOSE PARTICULAR JURISDICTIONS. WITHOUT LIMITING THE ABOVE, CLEAN.IO AND ITS AFFILIATES SHALL NOT BE LIABLE FOR AND HEREBY EXPRESS DISCLAIMS ANY RESPONSIBILITY FOR ANY CLAIMS OR ACTIONS BY THIRD PARTIES WITH RESPECT TO INFRINGEMENT CLAIMS AND CLEAN.IO SHALL NOT INDEMNIFY OR DEFEND USER FOR ANY CLAIMS RECEIVED FROM THIRD PARTIES WITH RESPECT TO ANY INFRINGEMENT OR PATENT MATTERS RELATED TO USER’S USE OF THE SERVICES.
User agrees to defend, indemnify, and hold Clean.io and Clean.io’s Affiliates harmless from all liabilities, amounts, damages, claims, alleged claims, costs and expenses, including attorney’s fees (collectively “Claims”), that arise from, are related to or otherwise are connected with (i) User’s use or misuse of the Platform and/or any of the other Services; (ii) any misrepresentation, fraud or other act or omission that is inconsistent with the requirements of the Platform or any agreements entered into between Clean.io and User; (iii) any breach of any provision of these Terms of Service; (iv) any violation of applicable law by User; (v) any violation of any intellectual property rights by User, whether Clean.io's rights or those of any third party; (vi) any Organization Data that User imports, uploads or otherwise provides to the Service; (vii) User’s Offerings (including, without limitation, any disputes with Visitors regarding the applicability of particular discount, coupon, rebate, promotional and similar codes or the impact of a Shopping Cart Threat); (viii) any claims or issues related to third party integrations or third party technology or platforms, including any claims or issues related to Third Party E-Commerce Platforms and any of User’s agreements with such third parties; or (ix) any claims by third parties (including User’s employees, agents, Visitors and end-users), including as related to User’s use of the Services. Clean.io reserves the right, at Clean.io’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User will cooperate with Clean.io in asserting any available defenses.
Although the Platform or other Services may be accessible worldwide, Clean.io makes no representation that (i) use of the Platform or other Services are appropriate or available for use in locations outside the United States, and (ii) use of the Platform or other Services is compliant with foreign law. Users who choose to access the Platform or other Services from other locations do so on User’s own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Platform or with any of the other Services is void where prohibited.
User agrees that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these Terms of Service and any claim or dispute that has arisen or may arise between User and Clean.io, except as otherwise stated in these Terms of Service. All actions related to these Terms of Service shall take place in Baltimore, Maryland.
16.1 Agreement to Arbitrate. This Section is referred to as the “Arbitration Agreement.” User agrees that any and all disputes or claims that have arisen or may arise between User and Clean.io, whether arising out of or relating to this Agreement or in connection with Users use of the Platform or other Services, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that User may assert individual claims in small claims court, if User’s claims qualify. User agrees that, by agreeing to this Agreement, User and Clean.io are each waiving the right to a trial by jury or to participate in a class action. User’s rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.
16.2 Prohibition of Class and Representative Actions and Non-Individualized Relief. User and Clean.io agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both User and Clean.io agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).
16.3 Pre-Arbitration Dispute Resolution. Clean.io is always interested in resolving disputes amicably and efficiently, and most concerns can be resolved quickly and to the participant’s satisfaction by emailing Clean.io’s support team at firstname.lastname@example.org. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Clean.io should be sent to Clean.io at email@example.com Attn: Legal (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Clean.io and User do not resolve the claim within sixty (60) calendar days after the Notice is received, User or Clean.io may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Clean.io or User shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which User or Clean.io is entitled.
16.4 Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Clean.io and User agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If User’s claim is for $10,000 or less, Clean.io agrees that User may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If User’s claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
16.5 Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.
16.6 Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
16.7 Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause 16.2 above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause 16.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.
17.2 Confidential Information means any information disclosed previously or in the future by Clean.io (the “Disclosing Party”) to User or User’s Organization (each, a “Receiving Party”), either directly or indirectly, in writing, orally, or by inspection of tangible objects (including without limitation documents, business plans, source code, software, documentation, specifications, mock-ups, financial analyses, marketing plans, customer names, customer lists, product plans, products, services, inventions, processes, designs, drawings, engineering or hardware configuration information, know-how, trade secrets, or any other proprietary or business information), which is designated as “Confidential,” “Proprietary” or some similar designation, or other information, the confidential or proprietary nature of which is reasonably apparent under the circumstances. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the Receiving Party’s possession. Moreover, it shall not be a breach of these Terms of Service for the Receiving Party to disclose to a court or other governmental body Confidential Information of the Disclosing Party which the Receiving Party is required by law to disclose to such entity, provided that the Receiving Party shall give the Disclosing Party written notice of such requirement prior to disclosure so that the Disclosing Party may seek a protective order or other appropriate relief. The Platform and the Services, including any documentation related thereto, shall all be considered the Confidential Information of Clean.io without any further requirement of marking or designation.
17.3 Non-Disclosure and Non-Use. The Receiving Party shall not disclose any Confidential Information of the Disclosing Party to third parties or to the Receiving Party’s employees, except those employees who require the information to perform obligations or exercise rights under these Terms of Service and who have signed a confidentiality agreement at least as protective of the Confidential Information of the Disclosing Party as these Terms of Service. The Receiving Party shall not use any Confidential Information of the Disclosing Party for any purpose other than for the purposes contemplated by these Terms of Service. The Receiving Party shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, the Receiving Party shall exercise the same degree of care to protect Confidential Information of the Disclosing Party as it does to protect its own highly confidential information of like nature, which shall in no event be less than reasonable care. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information.
18.1 Assignment; Reproduction of Sites. User may not assign User’s rights and obligations under these Terms of Service to any third party, and any purported attempt to do so shall be null and void. Clean.io may freely assign Clean.io’s rights and obligations under these Terms of Service and transfer, assign or novate these Terms of Service.
18.2 Publicity. User hereby grants clean.io a limited right and license to use the User Marks in solely in clean.io’s marketing materials and to identify User as a customer and user of cleanCART. clean.io shall comply with any reasonable written trademark usage guidelines or policies provided to it. In addition, the parties may mutually agree to press releases or other joint marketing initiatives from time to time during the Term.
18.3 Force Majeure. In addition to any excuse provided by applicable law or under this Agreement, Clean.io shall be excused from liability for non-delivery or delay in delivery of products and services available through the Platform or other Services arising from any event beyond Clean.io’s reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, pandemic, inability to secure transportation, governmental act or regulation, and other causes or events beyond Clean.io’s reasonable control, whether or not similar to those which are enumerated above.
18.3 Enforceability; Severability. If any part of these Terms of Service are held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
18.4 No Waiver. Any failure by Clean.io to enforce or exercise any provision of these Terms of Service or related rights shall not constitute a waiver of that right or provision or a waiver of Clean.io's right to enforce or exercise any such provision of these Terms of Service in the future.
18.5 Intended Beneficiaries. These Terms of Service are strictly between Clean.io and User. There are no intended third party beneficiaries of these Terms of Service.
18.6 Government Sales. If User is a branch or agency of the United States Government or a contractor thereto, the following provision applies. As defined in FAR section 2.101, the Services and related documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms of Service and will be prohibited except to the extent expressly permitted by the terms of these Terms of Service.
18.7 Use of Words. The term “including” as used in these Terms of Service shall mean “including, without limitation,” unless the context otherwise requires.
BY USING THE PLATFORM AND/OR ANY OF OUR OTHER SERVICES AND/OR SUBMITTING ANY INFORMATION OR COMPLETING ANY FORMS VIA THE SERVICES, USER AGREES TO BE BOUND BY THESE TERMS OF SERVICE. IF USER DOES NOT WISH TO BE BOUND BY THE THESE TERMS OF SERVICE, PLEASE EXIT THE PLATFORM NOW AND CEASE ALL FURTHER USE THEREOF AND OF ALL OTHER SERVICES.