ClearSlide, Inc. Terms of Service
TERMS OF SERVICE (THE “AGREEMENT”) GOVERN YOUR EVALUATION OF THE SERVICES,
AND IF YOU PURCHASE PURCHASED SERVICES, THIS AGREEMENT WILL ALSO GOVERN YOUR PURCHASE
AND ONGOING USE OF THOSE SERVICES.
ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY
EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF
THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR
OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO
THIS AGREEMENT, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER
TO SUCH ENTITY. 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 USE THE SERVICES.
NOT ACCESS THE SERVICES OR ACCEPT THIS AGREEMENT IF YOU ARE A DIRECT COMPETITOR OF
CLEARSLIDE. ADDITIONALLY, YOU MAY NOT ACCESS THE SERVICES FOR PURPOSES OF MONITORING
THEIR AVAILABILITY, PERFORMANCE, OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING
OR COMPETITIVE PURPOSES.
Agreement was last updated on September 30, 2012. It is effective between You and
ClearSlide as of the date of You accepting this Agreement, or update of this
Agreement by ClearSlide in accordance with the terms set forth herein (the "Effective Date").
License, Users and Order Forms
Fees and Payment
Representations and Warranties
Limitations of Liability
Term and Termination
Publicity; Branded Domains
In addition to terms defined elsewhere in this Agreement, whenever used
in this Agreement with the initial letter capitalized, the following terms
will have the following specified meanings:
means any entity which directly or indirectly controls,
is controlled by, or is under common control with the subject entity.
"Control," for purposes of this definition, means direct
or indirect ownership or control of more than fifty percent (50%)
of the voting interests of the subject entity.
means ClearSlide, Inc., a Delaware
corporation having a place of business at 525 Market Street, Suite 3750,
San Francisco, CA 94105
means ClearSlide's user manuals or other documentation regarding
the Services, accessible via Your account management section
within the ClearSlide website at http://www.clearslide.com
(or successor location), as may be updated by ClearSlide from
time to time.
means the evaluation period, if any, for Your evaluation
of the Services, as specified in an Order Form.
"Intellectual Property Rights"
means any and all patents, copyrights, moral rights,
trademarks, trade secrets and any other form of intellectual
property rights recognized in any jurisdiction, including
applications and registrations for any of the foregoing.
means viruses, worms, time bombs, Trojan horses and
other harmful or malicious code, files, scripts, agents,
programs, or the like.
means the ordering documents for Your evaluation or
purchase of subscriptions to the Services hereunder,
including addenda thereto, that are signed or electronically
delivered by You and accepted by ClearSlide from time to time.
Order Forms shall be deemed incorporated herein by
means the analytics, results and related reports
generated by Your use of the Services and based
upon Your Data.
means access or subscriptions to the Services that
You or a permitted Affiliate purchases under an
"Purchased Services Term"
means the subscription term for the Purchased Services
specified in an Order Form.
means ClearSlide's online, web-based and mobile applications
and platform provided via the website
and/or other designated websites as described in the
Documentation, that are ordered by You for either evaluation purposes
or as Purchased Services under an Order Form.
means Your authorized users identified by You and stated
in an Order Form for whom You have purchased subscriptions
to the Services. Users may only be Your employees or
contractors authorized by You to access the Services for
"You," or "Your,"
means the company or other legal entity for which you
are accepting this Agreement.
means all electronic data or information submitted
or uploaded by You or Your Users in connection with
License, Users and Order Forms
2.1. Evaluation Term License.
During the Evaluation Term, subject to the terms and conditions
of this Agreement, ClearSlide hereby grants to You a
nonexclusive, nontransferable, nonsublicensable, revocable
and limited license to: (a) access and use the Services solely
for Your evaluation purposes; and (b) use, access and reproduce
the Output for internal business purposes (provided that Your
license to use Output generated and retained by You during the
Evaluation Term for Your internal business purposes shall survive
expiration or termination of the Evaluation Term). Any data that
Your or Your Users upload or enter into the Services and any
customizations made to the Services by or for You during the
Evaluation Term will be permanently lost and/or erased at the
end of the Evaluation Term or within thirty (30) days thereafter,
unless You elect to purchase Purchased Services before the expiration
of the Evaluation Term. IF PURCHASED SERVICES ARE NOT PURCHASED BY YOU
PRIOR TO SUCH EXPIRATION, CLEARSLIDE WILL HAVE NO LIABILITY OF ANY
KIND TO YOU FOR ANY OF YOUR DATA ERASED OR DELETED BY CLEARSLIDE
AFTER SUCH THIRTY (30) DAY PERIOD.
2.2. Purchased Services Term License.
During the Purchased Services Term, subject to the terms
and conditions of this Agreement, the applicable Order Form
and Your payment of Fees (defined in Section 4.1), ClearSlide
hereby grants to You a nonexclusive, nontransferable,
nonsublicensable, revocable and limited license to: (a) access
and use the Services; (b) use, access and reproduce the Output
for internal business purposes (provided that Your license to
use Output generated and retained by You during the Purchased
Services Term for Your internal business purposes shall survive
expiration or termination of the Purchased Services Term); and (c)
use and reproduce the Documentation for internal purposes only.
Unless otherwise specified in the applicable Order Form: (a)
Services are purchased as User subscriptions and may be accessed by
no more than the specified number of Users in an Order Form;
and (b) additional User subscriptions may be added by You via
the Services, pursuant to the terms of, and at the Fees specified
in, the Order Form. User subscriptions are for designated Users
and cannot be shared or used by more than one User but may be
reassigned by You via the Services to new Users replacing former
Users who no longer require ongoing use of the Services.
You will not: (a) make the Services available to any
third party other than designated Users; (b) make the Services
available to any of Your Affiliates without the express prior
written consent of ClearSlide; (c) sell, resell, rent, lease,
modify, translate or create derivative works of the Services
or any Output; (d) decompile, reverse engineer or reverse
assemble any portion of the Services or Output, or attempt to
discover any source code or underlying ideas or algorithms
of the Services; (e) access the Services in order to build a
competitive product or service, or copy any features, functions
or graphics of the Services; (f) use the Services to store or
transmit material in violation of third party privacy rights;
(g) transmit unsolicited commercial or non-commercial email via
the Services; (h) use the Services to store or transmit Malicious
Code; i) interfere with or disrupt the integrity or performance of
the Services or third party data contained therein; (j) attempt to
gain unauthorized access to the Services or their related systems
or networks; or (k) remove or alter any trademark, logo, copyright
or other proprietary notices associated with the Output or
Documentation. The Documentation may include additional restrictions
or limitations to the use of the Services, including, without
limitation, limitations on storage space in the Services, and You agree
to comply with any such restrictions or limitations. ClearSlide
reserves the right, without limiting any other right or remedy available
at law, in equity, or under this Agreement, to immediately suspend Your
access to and use of the Services and/or immediately terminate this
Agreement and any Order Form then in effect if ClearSlide determines,
in its sole discretion, that You are engaging (or have engaged) in any
of the activities set forth in this Section 2.4.
2.5. Order Forms.
You may issue Order Forms for Services for ClearSlide's acceptance.
ClearSlide may, in its discretion, accept or deny any Order Form,
and will indicate its acceptance by enabling access to the Services
in accordance with the terms of the applicable Order Form. Order
Forms may be modified only by mutual agreement of the parties.
3.1. By ClearSlide.
During the Purchased Services Term, ClearSlide will: (a)
provide to You basic support for the Purchased Services at no
additional charge; and (b) use commercially reasonable efforts
to ensure the Purchased Services are available twenty-four
(24) hours a day, seven (7) days a week, except for: (i) planned
downtime for the Services (of which ClearSlide will use
commercially reasonable efforts to give at least eight (8) hours'
notice via the Purchased Services); or (ii) any unavailability
of the Services caused by circumstances beyond ClearSlide's
reasonable control, including, without limitation, acts of God,
acts of government, flood, fire, earthquakes, civil unrest, acts
of terror, strikes or other labor problems (other than those
involving ClearSlide's employees), or Internet-service-provider
failures or delays.
3.2. By You.
You will: (a) be responsible for all Users' compliance with
this Agreement; (b) be solely responsible for the accuracy, quality,
integrity and legality of Your Data and of the means by which You
acquired Your Data; (c) use commercially reasonable efforts to
prevent unauthorized access to or use of the Services, and notify
ClearSlide promptly of any such unauthorized access or use; (d) be
responsible for any third party products or services used or
exchanged by You in connection with the Services or any of Your
Data; (e) be responsible for ensuring that all Your computer systems,
technology or other similar items used in connection with the Services
do not interfere with or disrupt the integrity or performance of the
Services; and (f) use the Services and Output only in accordance with
the Documentation and all applicable laws, regulations, rules, orders
and other requirements of any applicable international, federal, state
or local governmental authority ("Laws"). You understand and acknowledge
that: (i) ClearSlide has no obligation to review Your content or Your
Data; (ii) all email recipient addresses supplied for use in connection
with the Services are supplied solely by You and ClearSlide has no obligation
to "scrub" any message recipient list; and (iii) You are solely
responsible for the creation, initiation and sending of messages via
the Services, including, but not limited to, the content, recipients,
and timing of such messages..
Fees and Payment
Unless otherwise stated in an Order Form, You will not be charged
any fees for the Services during the Evaluation Term. During the
Purchased Services Term (or Evaluation Term where applicable), You
will be charged the fees for Users specified in an applicable Order
Form ("Fees"). Except as otherwise specified herein or in an Order
Form: (a) Fees are quoted and payable in United States dollars; (b)
Fees are based on Purchased Services purchased and not actual usage;
and (c) payment obligations are non-cancelable and Fees paid are
4.2. Fee Increases.
ClearSlide, in its discretion, reserves the right to increase Fees
for Services at any time, provided that (i) ClearSlide will not
increase the Fees during the initial Purchased Services Term stated
in an Order Form; and (ii) ClearSlide will not increase Fees for any
renewal Purchased Services Term unless ClearSlide provides You with
written notice of such increase in the Fees or unless the Fees in
such prior period were designated in the applicable Order Form as
promotional or one-time. You acknowledge that ClearSlide may, from
time to time, add additional features or functionality to the Services,
and that Your access to and use of such additional features and
functionality may require payment by You of additional Fees.
You will pay Fees via credit card or by other means specified
by ClearSlide in an applicable Order Form. If You are making payments
for Fees via credit card, You will provide accurate payment
information, and You hereby authorize ClearSlide to charge such
credit card for all Fees in an applicable Order Form for the
initial Purchased Services Term and any renewal thereof. Such
charges shall be made in advance, either annually or in
accordance with any different billing frequency stated in
the applicable Order Form. For payment of Fees by any other
method, ClearSlide will invoice You in advance of the provision
of applicable Services and otherwise in accordance with the relevant
Order Form. All payments for which invoices are delivered are
due within thirty (30) days of the date of the invoice. If ClearSlide
has not received payment of Fees by the applicable due date on
an invoice, then ClearSlide may: (a) assess a late fee of one and
one-half percent (1.5%) per month, or the maximum rate permitted by
law, whichever is lower, from the date such payment was due until the
date paid; and/or (b) condition future Purchased Services Term renewals and Order Forms on payment terms shorter than those specified herein. If You have elected to pay Fees via credit card and the credit card is charged back to ClearSlide or if any Fees invoiced to You are not paid within thirty (30) days of invoice, ClearSlide may: (i) with respect to chargebacks, cease charging Your credit card and invoice You for the amount charged back and any future Fees; (ii) accelerate the payment of any Fees payable; (iii) immediately suspend Your Services until payment is made; and/or (iv) immediately terminate the applicable Order Form for which Fees were due and/or terminate this Agreement.
Unless otherwise stated, the Fees do not include any taxes, levies,
duties or similar governmental assessments of any nature, including but
not limited to value-added, sales, use or withholding taxes, assessable
by any local, state, provincial, federal or foreign jurisdiction (collectively,
"Taxes"). You are responsible for paying all Taxes (except those based
on ClearSlide's income) associated with the Purchased Services purchased
hereunder, and will pay, indemnify and hold ClearSlide harmless from any
Taxes and any costs associated with the collection or withholding
thereof, including penalties and interest.
As between the parties and subject to the license grants under this
Agreement, (a) ClearSlide owns all right, title and interest in and
to the Services, the Documentation, the Output and any and all
Intellectual Property Rights embodied therein; and (b) You owns all right,
title and interest in and to all Your Data uploaded to the Services
and any and all Intellectual Property Rights embodied therein. Each
party reserves all rights not expressly granted in this Agreement,
and no licenses are granted by ClearSlide to You under this Agreement,
whether by implication, estoppel or otherwise, except as expressly set
forth in this Agreement.
5.2. Federal Government End-Use Provisions.
ClearSlide provides the Services, including related software and
technology, ultimately for federal government end use solely in
accordance with the following: (a) Government technical data and
software rights related to the Services include only those rights
described herein; and (b) if a government agency has a need for rights
not conveyed under this Agreement, it must negotiate with ClearSlide
to determine if there are acceptable terms for transferring such rights,
and a mutually acceptable written addendum specifically conveying such
rights must be included in any applicable contract or agreement.
6.1. Confidential Information.
As used herein, "Confidential Information" means all confidential information
disclosed by a party (the "Disclosing Party") to the other party (the
"Receiving Party"), whether orally or in writing, that is designated
as confidential or the Receiving Party knows or should know, given the
facts and circumstances surrounding the disclosure of the information
by the Disclosing Party, is confidential information of the Disclosing
Party. Confidential Information includes, but is not limited to, the
terms of this Agreement as well as components of the business plans,
inventions, product plans, design plans, financial plans, computer
programs, know-how, customer information, strategies, marketing plans,
technology and technical information, business processes and other
similar information. Without limiting the foregoing, ClearSlide's
Confidential Information includes the Services, the Documentation,
and the Output. Confidential Information does not include information
that: (a) is in or enters the public domain without breach of this
Agreement through no fault of the Receiving Party; (b) the Receiving
Party can reasonably demonstrate was in its possession prior to first
receiving it from the Disclosing Party; (c) the Receiving Party can
demonstrate was developed by the Receiving Party independently and
without use of or reference to the Disclosing Party's Confidential
Information; or (d) the Receiving Party receives from a third party
without restriction on disclosure and without breach of a nondisclosure
obligation. Except as otherwise permitted in writing by the Disclosing
Party, the Receiving Party shall (i) use the same degree of care that
it uses to protect the confidentiality of its own confidential information
of like kind (but in no event less than reasonable care); (ii) not use
any Confidential Information of the Disclosing Party for any purpose
outside the scope of this Agreement; and (iii) limit access to Confidential
Information of the Disclosing Party to those of its employees, contractors
and agents who need such access for purposes consistent with this Agreement
and who have signed confidentiality agreements with the Receiving Party
containing protections no less stringent than those herein. Notwithstanding
any terms to the contrary in this Agreement, any suggestions, comments or
other feedback provided by You to ClearSlide with respect to ClearSlide
or the Services (collectively, "Feedback") will constitute ClearSlide's
Confidential Information. Further, ClearSlide will be free to use,
disclose, reproduce, license and otherwise distribute and exploit the
Feedback provided to it as it sees fit, entirely without obligation or
restriction of any kind on account of Intellectual Property Rights
6.2. Compelled Disclosure.
Notwithstanding Section 6.1, the Receiving Party may disclose the Disclosing
Party's Confidential Information if it is compelled to do so by Law or in
connection with other legal proceedings involving the Disclosing Party,
provided that the Receiving Party gives the Disclosing Party prior notice
of such compelled disclosure (to the extent legally permitted) so as to
permit the Disclosing Party a reasonable opportunity to prevent such
disclosure. If the Receiving Party is compelled by Law to disclose the
Disclosing Party's Confidential Information as part of a civil proceeding
to which the Disclosing Party is a party and the Disclosing Party is not
contesting the disclosure, the Disclosing Party will reimburse the Receiving
Party for its reasonable cost of compiling and providing secure access to
such Confidential Information. In the event ClearSlide is obligated to
respond to a third party subpoena or other compulsory legal order or process
with respect to Your Data, You will promptly reimburse ClearSlide for all
reasonable attorneys' fees, as well as employees' time and materials, at
ClearSlide's then-current hourly rates, incurred in connection with such
6.3. Security of Your Data.
ClearSlide shall use commercially reasonable efforts to maintain appropriate
administrative, physical and technical safeguards for protection of the
security, confidentiality and integrity of Your Data. ClearSlide shall
not: (a) modify or access Your Data except as necessary to provide the
Services, prevent or resolve service or technical problems, or at Your
request in connection with customer-support matters; or (b) disclose
Your Data except as compelled by Law or other legal proceedings in
accordance with Section 6.2, or as expressly permitted in writing by You.
6.4. Security of Passwords.
You are solely responsible for all activities that occur in Your or Your
Users' account(s) and for the security of all of Your and Your Users'
passwords. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CLEARSLIDE
HAS NO LIABILITY OF ANY KIND (WHETHER BY CONTRACT, TORT OR OTHERWISE)
FOR ANY UNAUTHORIZED ACCESS TO YOUR OR YOUR USERS' ACCOUNTS AS A RESULT
OF YOUR OR YOUR USERS' ACTIONS OR INACTIONS.
Representations and Warranties
7.1. ClearSlide Warranties.
ClearSlide warrants that it has the legal power to enter into this
Agreement, and doing so will not violate any other agreement to which
ClearSlide is a party. ClearSlide further warrants that: (a) the Services
shall perform materially in accordance with the Documentation; and
(b) the functionality of the Services will not be materially decreased
during a Purchased Services Term. Your sole and exclusive remedy for
any breach of the foregoing is to terminate the applicable Order Form
and/or this Agreement; provided that You first provide ClearSlide with
timely written notice of, and a reasonable opportunity to cure, such
breach, prior to any such termination.
7.2. Your Warranties.
You warrant that: (a) You have the legal power to enter into this Agreement,
and doing so will not violate any other agreement to which You are a
party; (b) You will not transmit any Malicious Code in connection with
the Services; (c) You have the right and authority and has obtained
all necessary consents required to use Your Data and any other of
Your content or data used in connection with the Services; (d) Your
Data or other data or content used by You in connection with the
Services shall not infringe the Intellectual Property Rights of any
third party; and (e) You will comply with all applicable Laws in Your
performance of this Agreement, including, without limitation, Laws
relating to: (i) individual privacy or the distribution of email
and other one-to-one digital messages (including, without limitation,
the CAN-SPAM Act of 2003 and any rules adopted under such act); (ii)
the recording of communications, including, where required, advising
all participants in a recorded meeting or event via the Services that
the meeting or event is being recorded; and (iii) the use of voice-over
IP telephony services.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, CLEARSLIDE MAKES NO WARRANTIES OF
ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND CLEARSLIDE
SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION,
ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. WITHOUT LIMITING THE FOREGOING,
CLEARSLIDE DOES NOT MAKE ANY WARRANTIES THAT (A) THE SERVICES ARE FREE FROM
ANY BUGS, ERRORS OR OMISSIONS; OR (B) THE SERVICES ARE NONINFRINGING.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, DURING THE EVALUATION TERM
THE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY. CLEARSLIDE WILL NOT
BE RESPONSIBLE FOR ANY LOSS OF YOUR DATA (OR ANY DATA RELATED THERETO). THE
FOREGOING DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY
8.1. Indemnity Claims.
You will defend, indemnify and hold ClearSlide and its directors,
officers, employees, suppliers, consultants, contractors and agents
harmless from and against any and all actual or threatened claims,
suits, actions or proceedings, including all related damages,
payments, deficiencies, fines, judgments, settlements, liabilities,
losses, costs and expenses (including but not limited to reasonable
attorneys' fees) (collectively, "Claims") arising out of or
relating to: (a) Your, Your Affiliates' or its or their Users'
breach of this Agreement or any representation or warranty made by
You herein; (b) Your or Your Affiliates' or its or their Users'
negligence or willful misconduct; (c) Your Data; (d) any use of
any Output in a manner prohibited under this Agreement; or (e)
any violation of any Law by You, Your Affiliate or a User.
With respect to Your indemnity obligations arising pursuant to
Section 8.1, ClearSlide shall promptly notify You when it becomes aware
of any Claim, provided that any delay in providing such notice shall not
relieve You of Your indemnity obligations under this Agreement unless,
and only to the extent, You were prejudiced by the delay. ClearSlide
shall reasonably cooperate with You in the defense of such Claim at
ClearSlide's expense. ClearSlide may participate in the defense at
its option and expense; provided that You shall have the right to control
the defense and all negotiations relative to the settlement of any
such Claim, including without limitation selection of counsel, and
provided further that no settlement imposing any affirmative or
negative obligations on the part of ClearSlide, including any settlement
that includes (i) admission of liability or wrongdoing by ClearSlide;
(ii) payment of any amounts not covered by Your indemnity obligations;
(iii) actions that affect ClearSlide's Intellectual Property Rights,
may be made without the express written consent of ClearSlide, which
may be withheld in the sole discretion of ClearSlide; and provided
further provided that in conducting such defense or settling such
claim or action, You shall not disclose or use in an improper or manner
not authorized under this Agreement the Confidential Information of
ClearSlide without ClearSlide's prior written consent.
Limitations of Liability
9.1. Exclusion of Consequential and Related Damages.
IN NO EVENT WILL CLEARSLIDE BE LIABLE TO YOU OR ANY THIRD PARTY
FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF
GOODWILL, LOSS OF YOUR DATA (OR ANY DATA RELATED THERETO) OR ANY
INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES,
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT
LIABILITY OR OTHERWISE, EVEN IF YOU HAVE BEEN ADVISED OR ARE OTHERWISE
AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL
APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9.2. Limitation of Liability.
IN NO EVENT WILL CLEARSLIDE'S TOTAL LIABILITY ARISING OUT OF OR RELATED
TO THIS AGREEMENT EXCEED THE AGGREGATE OF THE AMOUNTS PAID BY YOU TO
CLEARSLIDE DURING THE TWELVE (12) MONTHS PRECEDING SUCH CLAIM.
MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THE FOREGOING DISCLAIMER
WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9.3. Time Limit on Claims.
REGARDLESS OF ANY STATUTE OR LAW THAT CONTAINS A LONGER
STATUTE OF LIMITATIONS, ANY CLAIM OR CAUSE OF ACTION AGAINST
CLEARSLIDE ARISING OUT OF OR RELATED TO USE OF THE SERVICES
OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH
CLAIM OR CAUSE OF ACTION ARISES OR BE FOREVER BARRED..
Term and Termination
10.1. Term of Agreement.
If You elect to use the Services for evaluation only, the term of
this Agreement will commence on the Effective Date and, unless
earlier terminated, will expire following the end of the Evaluation
Term stated in an applicable Order Form. If You elect to obtain
Purchased Services, the term of this Agreement will commence on
the Effective Date and, unless earlier terminated, will continue
for the duration of any Purchased Services Term in an applicable
Order Form. Except as otherwise specified in the applicable Order
Form, all Purchased Services Terms shall automatically renew for
additional periods equal in duration to the expiring Purchased
Services Term or one year (whichever is shorter), unless either
party gives the other notice of non-renewal at least 30 days before
the end of the relevant Purchased Services Term.
Either party may terminate this Agreement or any individual
Order Form as follows: (a) for cause if the other party
breaches this Agreement or an Order Form and does not remedy
such breach within thirty (30) days after its receipt
of written notice of such breach; (b) immediately if the
other party: (i) terminates its business activities or
becomes insolvent; (ii) admits in writing to the inability to
pay its debts as they mature; (iii) makes an assignment for
the benefit of creditors; or (iv) becomes subject to direct
control of a trustee, receiver or similar authority; or (c) in the
case of ClearSlide, immediately if You do not pay the Fees
when due as described in Section 4.
10.3. Transition of Your Data.
For a period of sixty (60) days following termination or expiration
of this Agreement, You may retrieve Your Data from the Services
and ClearSlide will provide You with the same post-termination
data retrieval assistance that ClearSlide generally makes
available to all its customers. Any additional post-termination
assistance from ClearSlide is subject to the mutual agreement
of the parties, including Your acceptance of any reasonable
fees and terms ClearSlide specifies for such assistance. After
sixty (60) days following termination or expiration of this Agreement,
unless prohibited by applicable Laws, ClearSlide may delete or erase
any and all of Your presentations, sales collateral, or similar
material hosted, stored or maintained by ClearSlide in connection
with the Services (the "Collateral"); provided, however, that, unless
prohibited by applicable Laws, ClearSlide shall promptly delete or
erase such Collateral upon receipt of Your written request to delete same.
Notwithstanding the foregoing, ClearSlide reserves the right to retain
in perpetuity data relating to Your and Your Users' use of the Services,
including, without limitation, such data as may be embodied in the Output.
Except as provided in this Section 10.3, ClearSlide shall have no
obligation to continue to store or permit You to retrieve any of Your
Data following termination of this Agreement.
10.4. Effect of Termination.
Upon any expiration or termination of this Agreement: (a) Your right
to use the Services shall cease, and ClearSlide shall have no further
obligation to make the Services available to You; (b) except as otherwise
expressly stated herein, all rights and licenses granted to You under
this Agreement will immediately cease; (c) except as provided in Section
10.3, ClearSlide will have no obligation with respect to any of Your Data;
and (d) You will pay any unpaid Fees payable for the remainder of the
Purchased Services Term under any applicable Order Form in effect prior
to the termination date.
The following provisions will survive any expiration or termination of
this Agreement: Sections 1 (Definitions), 2.1 (Evaluation Term License,
for the duration of any transition to a Purchased Service Term),
2.4 (Restrictions), 4 (Fees and Payment), 5 (Proprietary Rights),
6.1 (Confidential Information), 6.2 (Compelled Disclosure),
7 (Representations and Warranties), 8 (Indemnity), 9 (Limitations of Liability),
10.3 (Transition of Your Data, for the duration therein), 10.5 (Survival)
and 12 (Miscellaneous).
Publicity; Branded Domains
During the Purchased Services Term, You hereby agree that ClearSlide
may reference You and Your use of the Services in private customer and
prospect communications, and on ClearSlide's website. You also agree
that ClearSlide may reference You and Your use of Services in marketing
and public relations materials, including a press release announcing
You as a new customer and the inclusion of You as a customer in ClearSlide's
company boilerplate. ClearSlide may also offer Your participation in
media interviews with Your prior approval to be provided to media as a
media reference. You hereby grant ClearSlide a nonexclusive, worldwide
license, during the Purchased Services Term, to use and display Your
trademarks, trade names and logos ("Marks") in connection with the
11.2. Branded Domains.
During the Purchased Services Term, You may request that ClearSlide
register certain domain names containing Marks for Your use in connection
with the Services (each a "Branded Domain"). In such an event, You
hereby grant ClearSlide a nonexclusive, worldwide license, during the
Purchased Services Term, to register and use any of Your Marks as they
appear in the Branded Domains, solely in connection with ClearSlide's
provision of the Services as authorized by this Agreement. ClearSlide
shall transfer any Branded Domain registered pursuant to this Agreement
to You at Your request.
11.3. Reservation of Rights.
Subject to the licenses granted in this Section, You retain all right,
title and interest in and to Your Marks and the Branded Domains.
Section 12. Miscellaneous
12.1. Export Compliance.
Each party shall comply with the export laws and regulations of the
United States and other applicable jurisdictions in providing and using
the Services. Without limiting the foregoing: (a) each party represents
that it is not named on any U.S. government list of persons or entities
prohibited from receiving exports; and (b) You shall not permit Users to
access or use Services in violation of any U.S. export embargo,
prohibition or restriction.
Any notice or communication required or permitted to be given hereunder must be
in writing, signed or authorized by the party giving notice, and may be: (a)
delivered by hand, deposited with an overnight courier; (b) sent by confirmed
email or confirmed facsimile (except that neither email nor facsimile shall
be deemed sufficient for notices of breach, termination, or an indemnifiable
claim); or (c) mailed by registered or certified mail, return receipt
requested, postage prepaid, to the following:
In Your case, to the address,
mail address and/or facsimile contact information set forth within Your
In the case of ClearSlide, to ClearSlide, Inc., Attn: Legal Department,
548 Market St, Suite 21265, San Francisco, California, 94104, U.S.A.
12.3. Governing Law; Venue.
This Agreement will be governed by and construed in accordance with the laws of
the State of California, without regard to its conflict of law principles.
The parties irrevocably consent to the jurisdiction of the state and federal
courts in San Francisco County, California for the resolution of any disputes
or conflicts arising out of or related to this Agreement.
Neither this Agreement nor any right or duty under this Agreement may be
transferred, assigned or delegated by You (including to Your Affiliates),
by operation of law or otherwise, without the prior written consent of
ClearSlide. This Agreement may be assigned or transferred by ClearSlide
without consent. Subject to the foregoing, this Agreement will be
binding upon and will inure to the benefit of the parties and their
respective representatives, heirs, administrators, successors and
12.5. Relationship of Parties.
Neither party will, for any purpose, be deemed to be an agent, franchisor,
franchisee, employee, representative, owner or partner of the other
party, and the relationship between the parties will solely be that
of independent contractors.
If any provision of this Agreement is invalid, illegal or incapable of
being enforced by any rule of law or public policy, all other provisions
of this Agreement will nonetheless remain in full force and effect so
long as the economic or legal substance of the transactions contemplated
by this Agreement is not affected in any manner adverse to any party.
Upon such determination that any provision is invalid, illegal or incapable
of being enforced, the parties will negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner which ensures that all transactions
contemplated hereby are fulfilled. .
12.7. No Waiver.
No failure or delay (in whole or in part) on the part of a party to
exercise any right or remedy hereunder will operate as a waiver thereof
or affect any other right or remedy. All rights and remedies hereunder
are cumulative and are not exclusive of any other rights or remedies
provided hereunder or by law. The waiver of one breach or default or
any delay in exercising any rights will not constitute a waiver of any
subsequent breach or default. Each party hereby waives any right to
jury trial in connection with any action or litigation in any way
arising out of or related to this Agreement.
12.8. Entire Agreement; Updates and Revisions; Counterparts.
This Agreement, together with each Order Form, is the entire agreement of the parties regarding the
subject matter hereof, superseding all other agreements between them,
whether oral or written. ClearSlide may update or revise this Agreement
from time to time in its sole discretion, and ClearSlide recommends that
You review this Agreement on a regular basis. The most current version
will be posted on the Site. Your continued use of the Services after any
update or revision to this Agreement constitutes Your acceptance of the
Agreement updates or revisions. Order Forms governed by this Agreement
may be executed in one or more counterparts, each of which when so executed
and delivered or transmitted by facsimile, e-mail or other electronic
means, shall be deemed to be an original and all of which taken together
shall constitute but one and the same instrument. A facsimile or electronic
signature is deemed an original signature for all purposes under this
Agreement and any Order Form.
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