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OpenReel Terms of Use

In order to participate in, and subscribe to, the ClearDoc online platform, as further described below,
as well as allow ClearDoc to create video for your business (“the Services”) through its website or
mobile app (“ClearDoc Website”), you must agree to the terms and conditions contained in this
Client Agreement (“Agreement”) by and between ClearDoc, Inc., doing business as ClearDoc (“ClearDoc”), and you.
By signing this Agreement, or by clicking “I agree,” you are certifying that you are signing on behalf of
yourself (“Client” or “you”), and your employees (if applicable), that you have the legal authority to do so and that you,
and your employees, agree to be contractually bound by the terms and conditions of this Agreement. ClearDoc agrees to provide,
and host, the Services to Client. Certain Services involve sending correspondence to Client’s
customers and prospective customers (collectively “customer”). This Agreement is effective upon
acceptance of these terms (i.e. by clicking “I agree” or signing a separate written purchase order),
and Client’s ClearDoc account creation.

TERMS AND CONDITIONS

  1. Services and Fees. ClearDoc will provide Client with such Services and Client shall pay such fees as set forth in the package they have chosen through the ClearDoc Website or other sign-up form. The Services, as further defined in the package selected by you, shall include video creation and a platform where users can upload a video, customize the video, send the video to one or more users and track user engagement with videos. The fees set forth upon signup for Services will constitute the entire payment due for the term of this Agreement. ClearDoc reserves the right to adjust pricing at any time upon the completion of each term with notice to Client. The length of the term will depend on whether Client has enrolled in monthly, quarterly or annual Services through the ClearDoc Website or other sign-up form.
  2. ClearDoc’s Obligations.
    1. Works.  ClearDoc shall, in conjunction with Client, host the Services through which Client will have the ability to upload video content. This Agreement applies to all videos uploaded through the Services, including those filmed by ClearDoc, those uploaded by Client and/or those created by Client (the “Works”).
    2. Analytics. Depending on the package purchased, ClearDoc shall provide Client with data analytics related to each video uploaded to the platform by Client and customer intelligence specifically outlining certain metrics, reporting and notifications related to the videos. (the “Analytics”).  Notwithstanding the foregoing, it is recommended that Client have its own terms of use and privacy policy for landing pages to which end users are directed and, to the extent a third party operates such pages, such third parties may have their own terms of use and privacy policies, in each case, which address collection of data. ClearDoc is not responsible for such terms or policies, and Client should review and/or implement those terms and policies as necessary for information on collection, use and disclosure of information.
    3. Client Works. ClearDoc may, in its sole discretion, remove any Works from the ClearDoc platform and/or Services that is in violation of applicable state and/or federal law(s) and/or the ClearDoc Privacy Policy or Terms of Use.
    4. Third-Party Integration. ClearDoc shall integrate third-party platforms in order to provide some parts of the Services to Client. These, and other third party providers, have their own terms of use and privacy policies. ClearDoc is not responsible for such terms or policies, and Client should review those terms and policies as necessary for information on how such third parties collect, use and disclose information.
    5. Uptime. ClearDoc will take all reasonable steps so that the ClearDoc Website and Services are available 24 hours every day, 365 days per year. However, websites do sometimes encounter downtime due to server and other technical issues. Therefore, ClearDoc is not liable if the ClearDoc Website or Services are unavailable at any time.
    6. Modifications.  ClearDoc may, in its sole discretion, modify or update the Services or the Website, from time to time in order to adapt it technically, to change menu guidance or layouts or to expand or limit functionality in a way that does not materially alter the Services.
  3. Client Obligations.
    1. ClearDoc Website Terms of Use and Privacy Policy. Client hereby acknowledges, and agrees to the terms set forth in the ClearDoc Website Terms of Use and Privacy Policy available here www.ClearDoc.com/privacy & www.ClearDoc.com/tos.
    2. Client Information. Client grants ClearDoc the right to utilize any publicly available information in creating Client’s biography and videos, including, but not limited to, images, reviews, logos, assets, platforms, drawings, mobile applications, and Client’s own website information.
    3. Work Content. Client agrees:

i.          To abide by the ClearDoc website Terms of Use and Privacy Policy, which are incorporated by reference into this Agreement; and

ii.         To maintain any and all license(s), certification(s) and/or permit(s) required for such Client in his or her profession, and shall notify ClearDoc upon any suspension, termination, revocation of such license(s), certification(s) and/or permit(s) or any other limitation on his or her ability to provide services within his or profession.

  1. Permissions.  Client agrees that prior to the completion and publication of each Work, Client shall obtain from all persons who are, or whose property is, used, identified, depicted, or otherwise referred to in such Work, written and signed releases, licenses, permissions, waivers, and consents in favor of ClearDoc  (collectively “Permissions”) including those relating to publicity and privacy, as are or reasonably may be expected to be necessary for ClearDoc to exercise its rights in such Work or as may be requested by ClearDoc, including all intellectual property rights therein, without incurring any payment or other obligation to, or otherwise violating any right of, any such person.  These may include consents, licenses and waivers from: (i) copyright owners, artists, actors, directors, performers, writers, producers or any other individuals appearing in the Work; (ii) public performance rights collection organizations (e.g., SOCAN, ASCAP, BMI or SESAC); and (iii) the owners of musical compositions and sound recordings embodied in the Work.  In addition, Client is responsible to pay all applicable royalties, fees and other amounts owing to any person in connection with the use of any content in the Work, including payments to any labor unions, guilds and public performance rights collection organizations.  Client agrees to provide copies of any and all Permissions to ClearDoc. ClearDoc shall not be liable for Client’s failure to comply with this Section.
  2. Client Works.  Client may submit and publish Client Works through the Service.  ClearDoc and the Service are passive conduits of the Works. Client is exclusively responsible for all Client Works and the consequences of submitting and publishing Client Works on the Service. ClearDoc does not verify the accuracy, quality, content or legality of Client Works. ClearDoc may, but is under no obligation to, monitor, view, or analyze any Client Works. ClearDoc is not responsible for preventing or identifying infringement of intellectual property rights or non-compliance with applicable laws. ClearDoc will not be liable, directly or indirectly, in any way for any damage or loss cause or alleged to be caused by or in connection with Client Works.
  3. Equipment for Services. Client is responsible for obtaining and maintaining all telecommunications, broadband, computer hardware, software, equipment and services needed to connect to, access and use the Services.
  4. Usage Limits. Client’s use of the Services are subject to usage limits and restrictions. Such limitations and restrictions are set forth in the underlying payment package, which may include, without limitation, the locations at or through which you can use the Services, the number of allowable users, the number of allowable videos, video time limits, usage volumes and storage capacity limits on the number of recipients and live streaming time limits.  Client agrees to use the Services within the usage limits set out in the payment package. It is Client’s responsibility to ensure that it does not exceed those limits and restrictions. Client understands that extra-charges may apply if Client exceeds any usage limits at ClearDoc’s then-current usage fees in accordance with the payment package.
  5. Representations and Warranties. By participating in the production of the Works with ClearDoc, Client hereby represents and warrants that Client’s contributions to the Works:

i.          Are Client’s sole and original creation or Client has the necessary permissions, licenses, rights, or consents;

ii.         Are not libelous or otherwise defamatory;

iii.        Do not, and will not, infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret, or other intellectual property right, or any right of publicity or privacy;

iv.        Will not require payments of any kind by ClearDoc to any third party for use or distribution of Works;

v.         May be uploaded and made publicly available on third party video sites or similar services initiated through client’s use of the Services, and that Client’s contributions otherwise comply with these third party terms of service in effect from time to time, or the terms of service of such other similar services to which the Client contributions have been uploaded and made publicly available; and

vi.        Are consistent with the laws, regulations, standards and practices governing Client’s professional license, certification, and/or permit and scope of business.

  1. Use of Client’s Name and Likeness.

i.          Client hereby grants to ClearDoc and its subsidiaries, successors, and assigns, the absolute right and permission to use in perpetuity, and for no consideration, Client’s logo, name, likeness, photograph(s), biography, testimonial and/or voice, either alone or accompanied by other material, in any manner and in any medium, whether now known or hereafter to become known, throughout the world, at any time, for the purpose of advertising and publicizing ClearDoc’s products or services, for purposes set forth under this Agreement, to modify, edit, combine with other materials , translate, include in collective works and create derivative works of the Works and transmit the Works, in whole or in part, and for any other lawful purpose.  ClearDoc will cooperate with Client to complete the finished video product (the “Final Product”).

ii.         Client acknowledges that any photographs, images, video, raw footage or voice recording(s) and any other materials depicting Client’s image taken of Client for use by ClearDoc or included in the Works will remain the sole property of Client, including all copyrights and other intellectual property rights therein. Notwithstanding the foregoing sentence, Client grants ClearDoc a non-exclusive, irrevocable, non-transferable, royalty-free license to publish, display, reproduce, perform, distribute, transfer and otherwise use the Final Product.

iii.        Client will not hold ClearDoc responsible for any liability resulting from the use of Client’s name, likeness, photograph(s), or materials Client provides for inclusion in the Works, in accordance with the terms hereof, including what might be deemed to be misrepresentation of Client, Client’s character, or Client’s person due to distortion, optical illusion, or faulty reproduction that may occur in the finished product.

iv.        Except as set forth in this Agreement, nothing in this Agreement will constitute any obligation on the part of ClearDoc to make any use of any of the rights granted by Client under this Agreement.

v.         Where applicable, Client agrees to allow ClearDoc to capture video via camera whether in person or online via webcam, smartphone, computer or similar device including via ClearDoc apps. If it is necessary for ClearDoc to enter Client’s property to perform Services, Client grants ClearDoc and those acting under its permission or authority, the right to enter and remain on Client’s property for the purpose of providing the Services  Client agrees that during a session on the ClearDoc app, ClearDoc is granted the right to control certain features of Client device including all features related to the camera and video/audio recording capabilities of the device in order to remotely capture video/audio.

vi.        ClearDoc, and/or its third party providers, may use and distribute Client Works in connection with the provision of Services.

  1. Client Account Information. In the course of using the Services, Client may be required to provide ClearDoc with personal information, including contact information, and username and password (“Account Information”). While ClearDoc handles such information with care and security, Client is nonetheless responsible for maintaining and protecting Account Information in connection with the Services. If Client’s Account Information changes, Client must notify ClearDoc promptly to keep such information current. Client is solely responsible for any activity using Client’s Account Information, whether or not Client authorized that activity. Client should immediately notify ClearDoc of any unauthorized use of Account Information or if Client’s e-mail or password has been hacked or stolen. If Client discovers that someone is using Client’s Account Information without consent to do so, or Client discovers any other breach of security, Client agrees to notify ClearDoc immediately. Client acknowledges and agrees that ClearDoc permits Client to use personal or business e-mail accounts to utilize the Services. If Client is using business e-mail accounts Client acknowledges that he/she is authorized to use such accounts for this Agreement and understands that information provided using a business e-mail account may be subject to monitoring activities by Client’s employer.  As such, Client assumes all liability for the use of such e-mail accounts and shall indemnify ClearDoc for any claims related to the transfer of videos/Works through personal or business e-mail accounts.
  2. Free Version. ClearDoc may, from time to time, provide a free version of videos created for Client’s use as agreed upon by Client and ClearDoc in writing. All rights in this agreement are reserved by ClearDoc with the Free Version of videos created for Client by ClearDoc.
  3. Text Messages and/or E-mail Used in Review Services. Client agrees that in using ClearDoc’s review Services to send text message(s) and/or e-mail(s) to customer(s), where applicable, Client shall obtain any and all required consents from such customers prior to sending text message(s), in accordance with, as applicable, the Telephone Consumer Protection Act, 47 U.S.C. § 227 et al. ClearDoc will include an opt-out option in e-mail communication(s) to customer, when such e-mail communication(s) are sent to a customer by Client using ClearDoc’s Services, in accordance with, as applicable, the Controlling the Assault of Non-Solicited Pornography And Marketing (CAN-SPAM) Act of 2003, 15 U.S.C. § 7704(a).
  4. Compliance with State and Federal Laws. Various state and federal laws may restrict the use of personal information similar to the information Client provides on the ClearDoc Website, the Works, and/or through the ClearDoc Services. By providing information, the use and collection of which may be restricted by law, Client waives any protections or restrictions related to such information, and claims any liability for improper use or disclosure of such information by Client.  We may preserve, store or disclose Works and information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal processes; (ii) comply with this Agreement; (iii) respond to claims that any Works violates the rights of any person; or (iv) protect the rights, property, or personal safety of ClearDoc and/or the public.

i.          By providing any video content (i.e. Client Works), Client warrants that such content is free of any intellectual property claims by any third party. Client also represent that Client is in full compliance with any and all applicable state and federal laws, rules, and regulations. In particular, and without limitation, you warrant and represent that your use of the Services (including the uploading of, and e-mailing of, video content) and ClearDoc’s Website will not violate any obligation with respect to the Telephone Consumer Protection Act, the Gramm-Leach-Bliley Act of 1999, CANSPAM Act of 2003, and any other applicable federal or state law and amendments thereto.

  1. Use of Third Party Services.

i.          The Services contain features or functionality designed to interact and/or integrate with software, applications or services that are provided by an entity other than ClearDoc (“Third Party Services”). For the avoidance of doubt, Third Party Services exclude services whereby ClearDoc has subcontracted its responsibilities hereunder. To use these features, you may be required to obtain access to such Third Party Services from their providers, pay fees to the provider of such Third Party Services and/or agree to separate license agreements or terms with those providers. In order to use the Services, you may be required to grant us access to your ClearDoc account to such Third Party Services. You expressly permit us to share Content in conjunction with the Third Party Services and your customers’ data with Third Party Service providers. The Third Party Services may import or export data related to your account, activity and/or Content and otherwise gather data from you and your customers.

ii.         ClearDoc expressly disclaims any express and implied warranties by ClearDoc’s third party providers, and exclude all liability by ClearDoc’s third party providers, to the fullest extent permitted under applicable law.

iii.        Client acknowledges sole responsibility for and assume all risk arising from Client’s access to or use of any such Third Party Services and ClearDoc disclaims any liability that Client may incur arising from Client’s access to or use of such Third Party Services or Works via ClearDoc. Client agrees to use the Third Party Services in compliance with the terms and conditions associated with any Third Party Services. ClearDoc advises Client to check the terms of use and privacy policies for all Third Party Services to ensure compliance with such terms and policies, and to determine how the Third Party Services collect, use and disclose Client’s, and Client’s customers’, information.

1.         Client acknowledges and agrees that ClearDoc: (a) is not responsible for the availability or accuracy of such Third Party Materials or the products or services on or available from such Third Party Materials; (b) has no liability to Client or any third party for any harm, injuries or losses suffered as a result of Client’s access to or use of such Third Party Materials; (c) does not make any promises to remove Third Party Materials from being accessed through the Services.

2.         Client’s ability to access or link to Third Party Services does not imply any endorsement by ClearDoc of Third Party Services or any such third party materials, and ClearDoc has no responsibility or liability for the deletion or failure to store any Third Party Services maintained or transmitted through use of the Services. Client further acknowledges that Client is solely responsible for backing up and making copies of any Third Party Services that Client wishes to preserve.

iv.        The Services incorporate certain third party software (“Third Party Software”), which is licensed subject to the terms and conditions of the third party licensing such Third Party Software. Nothing in these Terms limits Client’s rights under, or grants Client rights that supersede, the terms and conditions of any applicable license for such Third Party Software.

v.         If Client uses Third Party Services, Client data may be transmitted outside of the ClearDoc platform and the provider of the Third Party Services may be able to obtain access to Client’s, and Client’s customers’, data.  This may result in the disclosure, modification or deletion of your data by the Third Party Service provider. The Third Party Service provider and its agents may collect and use data pertaining to Client configuration and use of the Third Party Service. ClearDoc is not responsible for any transmission, collection, disclosure, modification, use or deletion of Client’s, or Client’s customers’, data, as described in this section, by or through Third Party Services or their providers or any of its agents and partners.

  1. Analytics
    1. Client’s Data and Client’s Customer Data. Client grants to ClearDoc a limited, personal, non-sublicensable, non-exclusive, non-transferable, worldwide right to use its data and its customer data in accordance with the terms and conditions of this Agreement. Client represents and warrants to ClearDoc that its collection and use of its data and its customer data is and will continue to be in compliance with any and all applicable laws. Except as set out in this Agreement, ClearDoc will not share any data or customer data with any third parties without the consent of Client and shall take all reasonably appropriate confidentiality and security measures to protect such data.
    2. Analytics Code. The Services contains software (“Analytics Code”) to track, capture and aggregate Client’s data and its customer data (i.e. video views and engagement). ClearDoc owns all rights in the Analytics Code. Nothing in this Agreement shall be deemed an assignment or transfer of ClearDoc’s ownership rights in the Analytics Code to Client. Through such Analytics Code, ClearDoc may collect information about Client and Client’s customers in order to provide the Services, prepare and analyze statistics, produce reports and improve and customize Services.
    3. Analytics Data. Client warrants that it owns all data and Client’s customers’ viewing data. ClearDoc has the right to use the data and Client’s customers’ viewing data in accordance with and subject to the terms of this Agreement. Client grants to ClearDoc a worldwide, non-exclusive, perpetual, royalty-free license to: (i) collect and analyze information about Client and Client’s customers; (ii) generate statistics and produce reports for Client based on such information; and (iii) make recommendations for improving and customizing Services according to Client’s customers’ preferences, statistics and usage activities.
    4. Responsibility to Obtain Consents. Client is exclusively responsible for obtaining all necessary rights, releases and consents from its customers and other third parties to allow customer viewing data to be collected, used, processed and disclosed in the manner contemplated by this Agreement and to grant ClearDoc the rights set out in this Agreement. ClearDoc relies on Client to obtain all consents from, and provide all disclosures to, its customers as required under any and all applicable law(s).
    5. Statistical Information. ClearDoc may monitor Client and its customers’ account and/or use of the Services and/or the platform, and compile customer data with other data in an aggregate and anonymous manner to derive statistical and performance information related to the provision and operation of the Services and may make such information publicly available, provided that such information does not include any data that would enable the identification of Client, Client’s customers or customer data, or the disclosure of confidential information. ClearDoc retains all rights, title and interest in and to such statistical and performance information.
  2. Title and Ownership.
    1. Intellectual Property.

i.          Client acknowledges and agrees that all right, title or interest in or to (including any license under) any intellectual property rights in or relating to ClearDoc’s products or Services shall remain the property of ClearDoc or its suppliers or licensors.  For the avoidance of doubt, all this includes but is not limited to the Services, Website, Analytics, trademarks, copyrights, software and all intellectual property rights therein used in connection with the Services  (“Intellectual Property”). The Services are licensed and not sold to Client.  All rights not expressly granted in this Agreement remain with ClearDoc.  All such Intellectual Property is protected by United States and international laws, including trade dress, copyright, patent and trademark, and various other intellectual property rights and unfair competition laws.

ii.         Client agrees not to: (i) copy, modify or create derivative works or improvements of the platform or Services; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the platform or Services to any person, including on or in connection with any time-sharing, service bureau, software as a service, cloud or other technology or service; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the platform or Services or any part thereof; (iv) modify, build upon or block any portion or functionality of the Services or Website; (v) misuse the Services or Website; or (vi) access or use the platform or Services for any purpose that infringes, misappropriates or otherwise violates an intellectual property right or violates applicable law.

iii.        Client is and will be the sole and exclusive owner of all right, title, and interest in and to the Works, including all copyrights and other intellectual property rights therein. Client hereby grants to ClearDoc the absolute right and permission to use, and for no consideration, the Works for the purposes set forth in this Agreement and for the purpose of advertising and publicizing ClearDoc’s products or services. Client agrees that the foregoing grant includes the right to modify, edit, combine with other materials, translate, include in collective Works and create derivative works of the Works for the purposes set forth in this Agreement.

iv.        By making available any video content (“Content”) through the Services, Client hereby grants to ClearDoc a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such Content only on, through or by means of the Services. This license is necessary for ClearDoc to perform the Services. For example, without the right to modify Content, ClearDoc would not be able to format Content to satisfy technical requirements for optimal video playback across various platforms, devices and players. This license allows us to: (i) deliver  Content in accordance with the preferences set by Client utilizing the Services; (ii) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms and reports based on access to and use of Content; (iii) use, enhance, personalize, exhibit, broadcast, publish, publicly display, publicly perform, distribute, create derivative works of, promote, copy, store, and/or reproduce (in any form) Content on or through the Service; and (iv) utilize Content to test ClearDoc’s internal technologies and processes. Client also grants us, and allow us to grant other users of the Services, a non-exclusive license to view Content through the Service. We reserve the right to retain (but not display, distribute or publish) server copies Content that have been removed or deleted from the Services. ClearDoc also reserve the right to copy, use, modify and publish a copy of any personalized videos that Client may create on our website for marketing and promoting our personalized video technology.

v.         ClearDoc does not claim any ownership rights in any such Content and nothing in this Agreement will be deemed to restrict any rights that Client may have to use and exploit any such Content. Client also acknowledges and agrees that Client is solely responsible for all Content that Client makes available through the Services. Accordingly, Client represents and warrants that: (i) Client either is the sole and exclusive owner of all Content that Client makes available through the Services or Client has all rights, licenses, consents and releases that are necessary to grant to ClearDoc the rights in such Content, as contemplated under this Agreement; and (ii) neither the Content nor Client’s accessing, posting, submission or transmittal of the Content or ClearDoc’s use of the Content (or any portion thereof) on, through or by means of the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. ClearDoc reserves the right (but shall have no obligation) to remove any or all Content from the Services in its sole discretion. Client agrees to immediately take down any Content that violates this Agreement and/or the ClearDoc Website Privacy Policy and/or Terms of Use, including pursuant to a takedown request from ClearDoc. In the event that Client elects not to comply with a request from ClearDoc to take down certain Content, ClearDoc reserves the right to directly take down such Content.

  1. Confidentiality. From time to time under this Agreement ClearDoc may disclose or make available to Client information about its business.  Client acknowledges that all knowledge, information and data provided by ClearDoc to Client that is not generally known or available publicly, whether or not marked, designated, or otherwise identified as “confidential”  with respect to the business, operations and marketing of ClearDoc’s products and services, intellectual property of ClearDoc that Client may learn or discover, including but not limited to knowledge, information and data concerning the advertising and publicity program and related activities in which Client may participate, is confidential information of ClearDoc and Client will not to use or disclose such confidential information to any third party without the prior written consent of ClearDoc.
  2. Fees and Payment.
    1. Client shall pay all fees as they become due on the first day of the agreed upon term of each package.  ClearDoc may increase its fees from time to time by providing Client with notice of such increases.  All fees payable by Client under this Agreement are exclusive of taxes and similar assessments, and Client is responsible for all taxes, duties and charges of any kind imposed by a governmental or regulatory authority, except those based on ClearDoc’s income.  If You fail to make any payment when due, ClearDoc shall have the right to charge interest of one and one-half percent (1.5%) per month on the overdue balance, suspend Client’s account, and collect from Client all reasonable expenses ClearDoc incurred in collecting any late payments or interest.
    2. Client shall pay ClearDoc in accordance with the package and pricing they have chosen on the ClearDoc Website.
  3. Feedback.  If Client sends information to ClearDoc, for example feedback, comments or suggestions, Client grant ClearDoc a perpetual, sub-licensable, royalty-free, transferable license to use, modify and incorporate this information into any ClearDoc products or Services.  Client also agrees to waive all moral rights in and to that information.
  4. No Warranties/Disclaimers.  ClearDoc does not warrant that any of its products or Services will meet Client’s technological requirements or that its platform will operate error-free, uninterruptedly or that any defects are correctable.  ClearDoc provides no warranties to Client either express, implied, or statutory, including, but not limited to, the warranties of merchantability, fitness for a particular purpose, non-interference with quiet enjoyment, accuracy of the data and/or non-infringement.  ClearDoc does not warrant any third-party software, products or equipment.  Accordingly, the Services are provided to Client on an “as is” basis without any warranty of any kind and use of these Services is at your own risk.  ClearDoc disclaims any and all warranties with respect to the use of the ClearDoc Services or platform.  The data and information exchanged between the parties is informational only and ClearDoc does not represent or warrant that any of the information, data or content is accurate, timely, complete or appropriate.  The disclaimer set forth above is independent of any other remedy set forth herein, and is intended to apply whether or not any other remedy fails of its essential purpose.
  5. Waiver, Release and Limitation of Liability.
    1. Client hereby releases and forever waives any and all claims Client may have against ClearDoc, its officers, directors, employees, agents, licensors or suppliers for losses or damages Client may sustain in connection with your use of the ClearDoc platform or any ClearDoc Services, lost data, error, omission, interruption, deletion, defect, delay in operation or transmission, communication line failure, theft, destruction or unauthorized access to, or alteration of any Works (including any raw footage of such Works), in each case to the maximum extent permitted by applicable law.  notwithstanding anything to the contrary contained in this Agreement, in no event shall ClearDoc, its officers, directors, employees, agents, licensors, suppliers or any third party be liable for any indirect, consequential, special, punitive or incidental damages that may result from or in connection with use of the ClearDoc service and/or creation of any Works whether as a consequence of an operational failure, data breach, inaccuracies or any Omissions from the information, content or data provided or processed via the ClearDoc PLATFORM or otherwise, even if advised of the possibility of such damages, or even if such possibility is reasonably foreseeable, whether based on warranty, contract, tort or any other legal theory.  The limitation of liability set forth herein is independent of any other remedy set forth herein, and is intended to apply whether or not any other remedy fails of its essential purpose.
  6. Indemnification.  Client agrees to defend, indemnify and hold ClearDoc, its officers, directors, employees, agents, licensors and suppliers harmless from and against any claims, losses, actions or demands, liabilities and settlements including without limitations, reasonable legal and accounting fees, costs and other expenses, and any other claims related to any act or omission of Client, Client’s employees, agents and/or representatives, including but not limited to negligent or intentional acts or omissions, including but not limited to any violation of this Agreement.  This provision shall survive termination of this Agreement.
  7. Waiver. Client waives any right to bring or participate in a class action litigation with respect to the services provided by ClearDoc or its third party providers.
  8. Miscellaneous.  This Agreement shall be governed by the laws of the State of New York. The parties consent to the jurisdiction of the federal and state courts located in New York County for any matter arising out of or relating to this Agreement without regard to any choice of law principles.  If any provision of this Agreement shall be declared invalid or illegal for any reason whatsoever, then notwithstanding such invalid or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.  No alteration or modification of this Agreement shall be valid unless specifically agreed to by ClearDoc.
  9. Term.  This Agreement shall become effective on the date of purchase of the package through the ClearDoc Website or other sign-up form, and shall continue, for the length in the agreed upon package, until Client cancels the Services, unless termination is necessary pursuant to Section 15 of this Agreement.  Packages will automatically renew on the effective date of the agreement unless canceled provided 30 days written notice.
  10. Termination.
    1. Termination. Either party may terminate this Agreement effective immediately upon written notice (i) if the other party materially breaches a material obligation under this Agreement and does not cure the breach within thirty (30) days after receiving such written notice; or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement or an assignment for the benefit of creditors.
    2. Termination For Cause by ClearDoc.  ClearDoc maintains its right to deny, suspend activity or entirely remove Client from receiving and/or accessing the Services should he or she act in violation or breach of this Agreement and/or state or federal law(s), the ClearDoc Website Terms of Use, or the ClearDoc Website Privacy Policy.
    3. Effect of Termination. Upon termination of this Agreement for any reason, Client’s right to contribute to use ClearDoc’s Services shall automatically and immediately terminate unless agreed upon in writing by ClearDoc. Full payment is due upon termination, as set forth in the agreed upon package at purchase.
  11. Independent Contractor. Client acknowledges that he/she is an independent contractor of ClearDoc and is not an employee or agent for any purpose. Client is solely responsible for his or her own actions.
  12. Compliance with State and Federal Laws. By agreeing to these terms you hereby acknowledge and agree to comply with any and all applicable state and/or federal laws or regulations, including, but not limited to, the Telephone Consumer Protection Act and the Controlling the Assault of Non-Solicited Pornography And Marketing Act.
  13. Severability.  In the event that any portion of this Agreement shall be declared invalid by final order, decree or judgment, this Agreement shall be construed as if such portion had not been inserted herein.
  14. Assignment. This Agreement prohibits Client from assigning any of its rights or delegating or subcontracting any of its obligations. However, ClearDoc has the right to assign the Agreement without Client’s consent.
  15. Entire Agreement.  This Agreement constitutes the entire Agreement between the parties on the subject matter of this Agreement and supersedes all oral and written prior representations, agreements and understandings relating to the subject matter.  Clicking the checkbox upon signup and/or purchase of a package represents Client’s understanding and acceptance of the Agreement between the parties.