Terms of Service
As part of the Service, ClickSold.com will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the ClickSold.com website incorporated by reference herein, including but not limited to ClickSold.com's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
The Service is offered in several editions: - Bronze Edition - Silver Edition - Gold Edition - Platinum Edition
Please see our website for feature differences between the various editions.
1. Privacy & Security; Disclosure
ClickSold.com's privacy and security policies may be viewed at http://www.ClickSold.com/privacy/. ClickSold.com reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users will receive marketing and other non-critical Service-related communications from ClickSold.com from time to time. Users will not have the option of opting out unless they terminate their account with ClickSold.com. Note that because the Service is a hosted, online application, ClickSold.com occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that ClickSold.com can disclose the fact that you are a paying customer and the edition of the Service that you are using.
2. License Grant & Restrictions
ClickSold.com hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by ClickSold.com and its licensors.
You may not access the Service if you are a direct competitor of ClickSold.com, except with ClickSold.com's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; or (iii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
You may use the Service only for your business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, provincial, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify ClickSold.com immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to ClickSold.com immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another ClickSold.com user or provide false identity information to gain access to or use the Service.
4. Account Information and Data
ClickSold.com does not own any data, information or material concerning prospective customers that is transmitted to you through the Service in the course of using the Service ("Customer Data"). You shall have responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use of all Customer Data, and ClickSold.com shall not be responsible or liable for the deletion, transmission, receipt, correction, destruction, damage, loss or failure to store any Customer Data. In cases when aspects of the Service require that ClickSold.com have access and use of Customer Data, you agree that ClickSold.com shall have right of access to and use of Customer Data without limitation even after this Agreement is terminated. You agree that any Customer Data shared with ClickSold.com may be utilized by it, its consultants, suppliers and contractors for marketing or other business purposes whether or not such use occurs during or after the termination of this agreement. You agree that you shall at all times ensure that those who provide Customer Data consent and authorize your sharing of that information with ClickSold.com, its consultants, suppliers and contractors for their related business purposes. In the event this Agreement is terminated (other than by reason of your breach), ClickSold.com will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. ClickSold.com reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and ClickSold.com shall have no obligation to maintain or forward any Customer Data.
You understand that all Public Content posted on, transmitted through, or linked from the Service, are the sole responsibility of the person from whom such Public Content originated. More specifically, you are entirely responsible for each individual item of Public Content that you post, email or otherwise make available via the Service. You understand that ClickSold.com does not control, and is not responsible for Public Content made available through the Service. Furthermore, ClickSold.com and Public Content available through the Service may contain links to other websites, which are completely independent of ClickSold.com. ClickSold.com makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your linking to any other webites is at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of any Public Content, that you may not rely on said Public Content, and that under no circumstances will ClickSold.com be liable in any way for any Public Content or for any loss or damage of any kind incurred as a result of the use of any Public Content posted, emailed or otherwise made available via the Service. You acknowledge that ClickSold.com does not pre-screen or approve Public Content, but that ClickSold.com shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Public Content that is available via the Service, for violating the letter or spirit of this Agreement or for any other reason.
6. Intellectual Property Ownership
ClickSold.com alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the ClickSold.com Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the ClickSold.com Technology or the Intellectual Property Rights owned by ClickSold.com. The ClickSold.com name, the ClickSold.com logo, and the product names associated with the Service are trademarks of ClickSold.com or third parties, and no right or license is granted to use them.
7. Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. ClickSold.com and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. ClickSold.com does not endorse any sites on the Internet that are linked through the Service. ClickSold.com provides these links to you only as a matter of convenience, and in no event shall ClickSold.com or its licensors be responsible for any content, products, or other materials on or available from such sites. ClickSold.com provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
Service features that interoperate with other third party program suppliers ("Suppliers") depend on the continuing availability of that supplier's application programming interface ("API") and program for use with the Services. If Suppliers cease to make the API or program available on reasonable terms for the Services, ClickSold.com may cease providing such Service features without entitling you to any refund, credit, or other compensation. Suppliers and APIs include but are not limited to Google Inc.'s Google Maps program.
If you chose to manage one or more internet domain names that interact with the Service, you, not ClickSold.com, will be solely responsible for them including but not limited to paying all fees and maintenance operations associated therewith and agree that such domain names do not constitute part of the Service.
8. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. Payments must be made monthly in advance unless otherwise mutually agreed upon in writing. All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses ordered, whether or not such User licenses are actively used. ClickSold.com reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
9. Billing and Renewal
ClickSold.com charges and collects in advance for use of the Service. ClickSold.com will automatically renew and bill your credit card and issue an invoice each month on a monthly basis or as otherwise mutually agreed upon. The charge in will be equal to the then-current number of total User licenses times the license fee in effect, unless ClickSold.com has given you at least 30 days prior written notice of a fee change, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. ClickSold.com's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only Canada (federal or provincial) taxes based solely on ClickSold.com's income.
You agree to provide ClickSold.com with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, ClickSold.com reserves the right to terminate your access to the Service in addition to any other legal remedies.
Unless ClickSold.com in its discretion determines otherwise: (ii) entities with headquarters in Canada will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes ("Canadian Customers"); (ii) entities with headquarters in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes ("U.S. Customers"); (iii) all other entities will be billed in U.S. dollars, Euros or local currency and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of ClickSold.com ("Non-U.S./Canadian Customers").
If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
If you do not cancel before the Free Trial period expires, you authorize us to charge the full cost of your plan and no credits or refunds will be provided.
9b. Delivery of Services
ClickSold.com delivers upgraded services upon receiving payment for said services. For downgrades ClickSold.com credits the difference to your account. Credits can be used for further service but are not refundable. For both upgrades and downgrades sufficient time must be allowed for the automatic system to make the required configuration changes allowing for abnormal situations as covered in sections 14, 15 and 16 of this agreement.
10. Non-Payment and Suspension
In addition to any other rights granted to ClickSold.com herein, ClickSold.com reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 2.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, with a minimum charge of $1.00. You will continue to be charged for User licenses during any period of suspension. If you or ClickSold.com initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that ClickSold.com may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
ClickSold.com reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that ClickSold.com has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
11. Termination upon Expiration
This Agreement commences on the Effective Date. The term is indefinite and may be terminated at any time in ClickSold.com's sole discretion. Either party may terminate this Agreement by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term, whether it be monthly or otherwise. In the event this Agreement is terminated (other than by reason of your breach), ClickSold.com will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that ClickSold.com has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
12. Termination for Cause
Any breach of your payment obligations or unauthorized use of the ClickSold.com Technology or Service will be deemed a material breach of this Agreement. ClickSold.com, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, ClickSold.com may terminate a free account at any time in its sole discretion. You agree and acknowledge that ClickSold.com has no obligation to retain the Customer Data or Public Content, and may delete such Customer Data and Public Content, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
13. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. ClickSold.com represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online ClickSold.com help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
You shall indemnify and hold ClickSold.com, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that ClickSold.com (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release ClickSold.com of all liability and such settlement does not affect ClickSold.com's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
15. Disclaimer of Warranties
ClickSold.com AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. ClickSold.com AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ClickSold.com AND ITS LICENSORS.
16. Internet Delays
ClickSold.com'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ClickSold.com IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
17. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ClickSold.com may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in ClickSold.com's account information, or by written communication sent by first class mail or pre-paid post to your address on record in ClickSold.com's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to ClickSold.com (such notice shall be deemed given when received by ClickSold.com) at any time by any of the following: letter sent by confirmed facsimile to ClickSold.com at the following fax number: 780-701-5298; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to ClickSold.com at the following address: ClickSold, 130-8191 Westminster Highway, Suite #215, Richmond, BC V6X 1A7 addressed to the attention of: Chief Executive Officer.
19. Modification to Terms
ClickSold.com reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and controlling Canadian federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the provincial and federal courts located in Edmonton, Alberta, Canada.
No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and ClickSold.com as a result of this agreement or use of the Service. The failure of ClickSold.com to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by ClickSold.com in writing. This Agreement comprises the entire agreement between you and ClickSold.com and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
Both parties shall attempt in good faith to resolve any dispute. Each party will designate an officer with the responsibility and the authority to resolve the dispute. These officers shall meet in Edmonton, Alberta, Canada within fifteen (15) days after the request to identify the scope of the dispute and the information needed to discuss and attempt to resolve such dispute. These officers shall then gather relevant information regarding the dispute and shall meet in Edmonton, Alberta, Canada to discuss the issues and to negotiate in good faith to resolve the issue. In the event that the parties are unable to resolve the dispute within thirty (30) days after the specific meeting of the designated officers as specified above (or such longer time as the parties agree), then the dispute shall be resolved by binding arbitration under the terms of this Section. Such arbitration shall be conducted in Alberta, Canada, in accordance with the rules then in effect of the Arbitration & Mediation Institute of Alberta by three (3) arbitrators appointed in accordance with such rules. The award rendered by the arbitrators shall be final and binding, and the judgment may be entered upon it in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without any abridgement of the powers of the arbitrators.
22. Force Majeure
ClickSold.com shall not be responsible for any reasonable delay and/or failure in performance by ClickSold.com of any and/or all of ClickSold.com's obligations under this Agreement caused by any act, omission, and/or event beyond ClickSold.com's reasonable control.
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to support@ClickSold.com.