Clickpass, Inc. Terms of Use

1/22/08

Introduction; Your Agreement to these Terms of Use.

Welcome to the Clickpass, Inc. (“Clickpass”) website and any other websites or services owned or operated by Clickpass (the “Clickpass Service”). These Terms of Use are for the members, users, and others who visit and use the Clickpass Service (collectively or individually “Users”).

BEFORE USING THE CLICKPASS SERVICE, PLEASE READ CAREFULLY THE FOLLOWING CONDITIONS AND TERMS OF USE. By accessing, browsing, and/or using THE CLICKPASS SERVICE, you acknowledge that you have read, understood, and agree to be bound by the following terms, including THE GUIDELINES BELOW, AND any FUTURE modifications (collectively, the “TERMS”). If you do not agree to these TERMS, then please do not use THE CLICKPASS SERVICE.

  1. Privacy Policy. Clickpass protects the confidentiality and privacy of the personal information of every user on this site. Many of the protections in the Privacy Policy affect your use and registration with the Clickpass Service. Clickpass' Privacy Policy is hereby incorporated into these Terms by reference. Please read this notice carefully for details relating to the collection, use, and disclosure of your personal information.
  2. Individual Features and Services. When using the Clickpass Service, you will be subject to any additional posted guidelines or rules which may be posted from time to time. All such Guidelines are hereby incorporated by reference into the Terms.
  3. Modification of the Terms. We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time. Please check these Terms and any Guidelines periodically for changes. Your continued use of the Clickpass Service after the posting of changes constitutes your binding acceptance of such changes. For any material changes to these Terms, such amended terms shall automatically be effective after they are initially posted on the Clickpass Service.
  4. Ownership; Proprietary Rights. The Clickpass Service is owned and operated by Clickpass. The content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the Clickpass Service that are provided by Clickpass (“Clickpass Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Clickpass Materials contained on the Clickpass Service are the copyrighted property of Clickpass or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Clickpass or its affiliates and/or third-party licensors. Except as expressly authorized by Clickpass, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Clickpass Materials.
  5. Prohibited Uses.
    1. As a condition of your use of the Clickpass Service, you will not use the Clickpass Service for any purpose that is unlawful or prohibited by these Terms. Access to the Clickpass Materials and the Clickpass Service from territories where their contents are illegal is strictly prohibited. Clickpass Users are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the internet, technology, data, email, or privacy.
    2. You may not use the Clickpass Service to provide false information to third parties, misrepresent in any way your identity or personal information, or use the Clickpass Service to conduct fraud. You may not use the Clickpass Service to obtain User information if the User has not consented to your obtaining such information.
    3. You may not use the Clickpass Service in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party's use of the Clickpass Service. You may not intentionally interfere with or damage the operation of the Clickpass Service or any User's enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code. You may not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Clickpass Service, features that prevent or restrict the use or copying of any content accessible through the Clickpass Service, or features that enforce limitations on the use of the Clickpass Service. You may not attempt to gain unauthorized access to the Clickpass Service, or any part of it, other accounts, computer systems or networks connected to the Clickpass Service, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Clickpass Service or any activities conducted on the Clickpass Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Clickpass Service. You agree neither to modify the Clickpass Service in any manner or form, nor to use modified versions of the Clickpass Service, including (without limitation) for the purpose of obtaining unauthorized access to the Clickpass Service.
    4. Clickpass reserves the right to remove User profiles and/or to remove a User or a website from the Service for violating any of these Terms.
  6. Account Information. You agree that the information you provide to Clickpass upon member registration and, at all other times, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you are a website using Clickpass to provide login, registration, or other information to Users, you may not use any account information for a purpose not consented to by the User.
  7. Password. When you register as a User you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you shall keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID), you will immediately notify Clickpass at privacy@clickpass.com. You shall be liable for the losses incurred by Clickpass or any third party due to any unauthorized use of your account indefinitely or until Clickpass can reasonably shut of access. Specifically, you shall be solely liable for any losses incurred to any third party websites through the use of your account with Clickpass Service.
  8. User Communications. Under these Terms, you consent to receive communications from Clickpass electronically. We will communicate with you by email or by posting notices on the Clickpass Service. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
  9. User Service; Feedback. Please visit our Contact Us information page for further assistance.
  10. Availability of Service. Clickpass may make changes to or discontinue any of the services available within the Clickpass Service at any time, and without notice. Also, as provided in Section 14 Clickpass makes no representations or warranties that the Clickpass Service will be uninterrupted, secure, or that use of the Clickpass Service will always be available on third-party sites.
  11. Notice. Except as explicitly stated otherwise, legal notices to Clickpass shall be served on Clickpass national registered agent. For user notices, notice shall be deemed given 24 hours after email is sent, if the User has provided an email, unless the sending party is notified that the email address is invalid. If you are a third party website, notice shall be deemed given 24 hours after Clickpass has sent an email to the email address you provide or to the address identified as the contact address on the website. Alternatively, Clickpass may give you legal notice by posting such notice on the Clickpass website when a User logs in. If a User does not log in within 60 days of when notice must be provided, Clickpass reserves the right to suspend a User account until notice can be provided.
  12. Third Party Disagreements. You alone are responsible for your involvement with third parties when using the Clickpass Service. Although the Clickpass Services allows Users to interact with third-party websites we are neither responsible for, nor make any representations or warranties regarding the third-party's website, use of your information, or any provided goods or services or regarding the User's use of the website or correctness of User information.
  13. Violations; Termination. You agree that Clickpass, in its sole discretion and for any or no reason, may terminate any member or customer account (or any part thereof) you may have at the Clickpass Service or your use of the Clickpass Service, and remove and discard all or any part of your account, at any time. Clickpass may also in its sole discretion and at any time discontinue providing access to the Clickpass Service, or any part thereof, with or without notice. You agree that any termination of your access to the Clickpass Service or any account you may have or portion thereof may be effected without prior notice, and you agree that Clickpass shall not be liable to you or any third-party for any such termination. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Clickpass Service may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Clickpass may have at law or in equity.
  14. Disclaimers; No Warranties. THE CLICKPASS SERVICE IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CLICKPASS, AND ITS SUPPLIERS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
    1. CLICKPASS, AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE CLICKPASS SERVICE WILL BE UNINTERRUPTED, secure, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CLICKPASS SERVICE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
    2. CLICKPASS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CLICKPASS SERVICE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT CLICKPASS NOR ITS SUPPLIERS AND PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION.
    3. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
  15. Indemnification; Hold Harmless. You agree to indemnify and hold Clickpass, and its affiliated companies, and its suppliers and partners, harmless from any claims, losses, damages, liabilities, including attorney's fees, arising out of your use or misuse of the Clickpass Service, any third party use of your account, failure to protect your account and password, violation of these Terms, violation of the rights of any other person or entity, misuse of third party websites through use of the Clickpass Service, or any breach of the foregoing representations, warranties, and covenants. Clickpass reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.

  16. Limitation of Liability and Damages. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL CLICKPASS OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE CLICKPASS MATERIALS ON THE CLICKPASS SERVICE, THE CLICKPASS SERVICE ITSELF, OR ANY OTHER INTERACTIONS WITH CLICKPASS, EVEN IF CLICKPASS OR A CLICKPASS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, CLICKPASS' LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

    IN NO EVENT SHALL CLICKPASS' OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE CLICKPASS SERVICE (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT $100.

  17. Additional Terms for Third Party access to the Clickpass Service. The Clickpass Service is designed to allow third parties to obtain verification of the identity of a User, and these terms, in additions to those contained in the rest of the Agreement, apply to any third party website which utilizes the Clickpass Service. Third parties may obtain the Clickpass code in order to allow Users to log onto the third party site using the Clickpass Service. Such object code is available at: (the “Clickpass Code” or “Code”)
    1. Clickpass makes no representations or warranties that the Code is error or virus free. Clickpass shall not be responsible for the inaccuracies or failures of the Code to provide User access to a third party site.
    2. Clickpass shall not be liable to any user or third party site for any failure of the Clickpass Service or the provided Code which prevents Users from logging on or accessing a third party website.
    3. Any third party website that uses the Clickpass Code shall not use such code to imply that Clickpass is associated with, or endorses such third party site. Any such representation shall be a violation of this Agreement and Clickpass reserves the right to prevent such third party from accessing the Clickpass Service.
    4. Although all reasonable measures are taken to ensure that the Clickpass Service is secure from unauthorized use, access, or manipulation, Clickpass makes no guarantees, express or implied, that the information obtained from use of the Clickpass Service is accurate, true, secure, or free from unauthorized use. Clickpass expressly disclaims all warranties, to third party users of the Clickpass Service and such third parties are subject to the limitations of liability described above.
    5. Any third party website which uses the Clickpass Service or Code agrees to indemnify, defend, and hold harmless Clickpass from any claim, liability, loss or damage to arise from the Third Party's use of the Clickpass Service or Code.
  18. Miscellaneous.
    1. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.
    2. Jurisdiction. To the fullest extent permitted under law, you agree that any action at law or in equity arising out of or relating to these Terms or the Clickpass Service shall be filed only in the state or federal courts in and for Santa Clara County, California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
    3. Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms shall in no manner affect such party's right at a later time to enforce the same. A waiver of any breach of any provision of these Terms shall not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms.
    4. Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions, including sub-provisions.
    5. Assignment. The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Clickpass without restriction.
    6. Survival. Sections 3, 11, 12, 13, 14, 15, 16, 17, and 18 will survive any termination of these Terms.
    7. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
    8. Entire Agreement. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in a writing, signed by both parties, or by a change to these Terms or Guidelines made by Clickpass as set forth in Section 3 above.
    9. Claims. YOU AND CLICKPASS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE CLICKPASS SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.
    10. Disclosures. The services hereunder are offered by Clickpass, Inc., located at 1209 Orange St, Wilmington, Delaware, 19801, email: corporation@clickpass.com, telephone: 617 460 7247. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.