Clariter S.A., a public limited liability company with registered office at at 7, Rue Pierre d’Aspelt, L-1142 Luxembourg,
registered at the Trade and Companies Registry of Luxembourg under the number B 162627, or by any other of its direct
or indirect subsidiaries (hereinafter “Clariter”, “we”, “our” or “us”) welcomes you (the “User(s)”, or “you”) to our website at:
www.Clariter.com (the “Site”).
You may use the Site (or any part thereof) only in accordance with the terms and conditions hereunder.
1. Acceptance of the Terms
By entering to, connecting to, accessing or using the Site you acknowledge that you have read and understood the
the “Terms”) and you agree to be bound by them and to comply with all applicable laws and regulations regarding your use
of the Site, and you acknowledge that these terms constitute a binding and enforceable legal contract between Clariter and
2. Use Restrictions
There are certain conducts which are strictly prohibited on and/or with respect to the Site. Please read the following
restrictions carefully. Your failure to comply with the provisions hereunder may result (at Clariter’s sole discretion) in
the termination of your access to the Site and may also expose you to civil and/or criminal liability.
You may not, whether by yourself or anyone on your behalf:
- copy, modify, create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile or disassemble
any portion of the content on the Site and any other information, material and data available on the Site (collectively,
the “Content”) in any way, or publicly display, perform, or distribute the Content, without Clariter’s prior written consent;
- make any use of the Content on any other website or networked computer environment for any purpose, or replicate
or copy the Content without Clariter’s prior written consent;
- create a browser or border environment around the Site and/or Content, link, including in-line linking, to elements on
the Site, such as images, posters and videos, and/or frame or mirror any part of the Site, unless as expressly permitted
- transmit, distribute, display or otherwise make available through or in connection with the Site any content, which may
infringe third party rights, including Intellectual Property rights and privacy rights, or which may contain any unlawful
- transmit or otherwise make available in connection with the Site, and/or use the Site to distribute and/or otherwise transmit any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
- interfere with or disrupt the operation of the Site, or the servers or networks that host the Site or make the Site available,
or disobey any requirements, procedures, policies, or regulations of such servers or networks;
- sell, license, or exploit for any commercial purposes any use of or access to the Content and/or Site;
- use the Site for and/or in connection with any form of spam, unsolicited mail or similar conduct;
- bypass any measures which may be used to prevent or restrict access to the Site and/or certain functionalities therein;
use the Content and/or the Site for any illegal, immoral or unauthorized purpose;
- provide Content that is or may reasonably be believed to be illegal, fraudulent, or unauthorized or in furtherance of any
illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves or you reasonably believe or
should reasonably believe to involve any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material;
- provide Content that does not comply with all applicable laws, rules, or regulations, including obtaining all necessary
permits, licenses, registrations;
- infringe or violate any of these Terms.
We respect the privacy of our Users and are committed to protecting the information you share with us in connection
at www.clariter.com/privacy-policy. If you intend to connect to, access or use the Site you must first read and agree
4. Intellectual Property
“Intellectual Property” means proprietary and intellectual property rights, including the Site, its logos, graphics, icons,
images, as well as the selection, assembly and arrangement thereof, Clariter’s proprietary software, algorithms and any and
all intellectual property rights pertaining thereto, including, without limitation, inventions, patents and patent applications,
trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the “look and feel” of
the Site and any part thereof), specifications, methods, procedures, information, know-how, data, technical data, interactive
features, source and object code, files, interface, GUI and trade secrets, whether or not registered and/or capable of being
The Intellectual Property is owned and/or licensed to Clariter, and is subject to copyright and other applicable intellectual
property rights under European laws, foreign laws and international conventions. You may not copy, distribute, display,
execute publicly, make available to the public, emulate, reduce to human readable form, decompile, disassemble, adapt,
sublicense, make any commercial use, sell, rent, lend, process, compile, reverse engineer, combine with other software,
translate, modify or create derivative works of any material that is subject to Clariter’s proprietary rights, including Clariter’s
Intellectual Property, either by yourself or by anyone on your behalf, in any way or by any means, unless expressly permitted
in the Terms.
Clariter hereby grants you, and you accept, a personal, non-exclusive, non-commercial, non-transferable, non-sublicensable,
fully revocable, limited license to use the Site and Content, solely for the limited purpose of using the Site for your personal,
non-commercial needs in accordance with the Terms.
“Clariter” and all logos and other proprietary identifiers used by Clariter in connection with the Site, (“Clariter Trademarks”)
are all trademarks and/or trade names of Clariter, whether or not registered. All other trademarks, Site marks, trade names
and logos which may appear on or with respect to the Site belong to their respective owners (“Third Party Marks”). No right,
license, or interest to Clariter Trademarks and/or to the Third Party Marks is granted hereunder, and you agree that no such
right, license, or interest shall be asserted by you with respect to Clariter Trademarks or the Third Party Marks and therefore
you will avoid using any of those marks, unless expressly permitted herein.
You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating
proprietary rights of Clariter and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or
accompanying the Site, and you represent and warrant that you will abide by all applicable laws in this respect. You are
further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any
of Clariter marks and logos, whether registered or not.
5. Third Party Components
The Site may use or include third party software, files and components that are subject to open source and third party
license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with,
the Site is subject to any applicable acknowledgements and license terms accompanying such Third Party Components,
contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and
these Terms, the licensing terms of the Third Party Components shall prevail only in connection with the related Third Party
Components. These Terms do not apply to any Third Party Components accompanying or contained in the Site and Clariter
disclaims all liability related thereto. You acknowledge that Clariter is not the author, owner or licensor of any Third Party
Components, and that Clariter makes no warranties or representations, express or implied, as to the quality, capabilities,
operations, performance or suitability of Third Party Components. Under no circumstances shall the Site or any portion
thereof (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available”
The Site’s availability and functionality depends on various factors, such as communication networks, software, hardware,
and Clariter’s Site providers and contractors. Clariter does not warrant or guarantee that the Site will operate and/or be
available at all times without disruption or interruption, or that it will be immune from unauthorized access error-free.
7. Changes to the Site
Clariter reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue,
temporarily or permanently, the Site (or any part thereof) without notice, at any time. In addition, you hereby acknowledge
that the Content available through the Site may be changed, modified, edited or extended in terms of content and form or
removed at any time without any notice to you. You agree that Clariter shall not be liable to you or to any third party for any
modification, suspension, error, malfunction or discontinuance of the Site (or any part thereof).
8. Disclaimer and Warranties
CLARITER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY
TO USE OR OPERATE, OR THE RESULTS OF THE USE OR OPERATION OF THE SITE (OR ANY PART THEREOF).
THE SITE (AND ANY PART THEREOF), INCLUDING WITHOUT LIMITATION ANY CONTENT, DATA AND INFORMATION
RELATED THERETO, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
CLARITER AND ITS AFFILIATES, INCLUDING ANY OF THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES,
SUBCONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES AND OTHER AFFILIATES (COLLECTIVELY,
“CLARITER AFFILIATES”), JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES
AS TO THE USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY CONTENT, DATA, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED IN CONNECTION WITH YOUR OR ANY USER’S USE OF THE SITE.
CLARITER DOES NOT WARRANT THAT THE OPERATION OF THE SITE IS OR WILL BE SECURE, ACCURATE, COMPLETE,
UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER
PROGRAM LIMITATIONS. CLARITER MAY, AT ITS SOLE DISCRETION AND WITHOUT AN OBLIGATION TO DO SO, CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO THE SITE AT ANY TIME, OR DISCONTINUE DISPLAYING OR PROVIDING ANY CONTENT OR FEATURES WITHOUT ANY NOTICE TO YOU.
YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SITE, INCLUDING USE OF AND/OR RELIANCE ON ANY CONTENT AVAILABLE THROUGH THE SITE, IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK.
9. Limitation of Liability
IN NO EVENT SHALL CLARITER AND/OR ANY OF THE CLARITER AFFILIATES BE LIABLE FOR ANY DAMAGES
WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND,
RESULTING FROM OR ARISING OUT OF THE SITE, USE OR INABILITY TO USE THE SITE, FAILURE OF THE SITE TO PERFORM AS REPRESENTED OR EXPECTED, LOSS OF GOODWILL, DATA OR PROFITS, THE PERFORMANCE OR FAILURE OF BELONG TO PERFORM UNDER THESE TERMS, AND ANY OTHER ACT OR OMISSION OF BELONG OR BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM THE CONDUCT OF ANY USERS AND/OR THIRD PARTY SITES.
NO ACTION MAY BE BROUGHT BY YOU FOR ANY BREACH OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE
ACCRUAL OF SUCH CAUSE OF ACTION. AS SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEN SUCH LIMITATIONS ONLY MAY NOT APPLY TO A USER RESIDING
IN SUCH JURISDICTIONS.
SUCH LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK
CONSTITUTING IN PART THE CONSIDERATION FOR CLARITER’S SITE TO YOU, AND SUCH LIMITATIONS WILL APPLY
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF CLARITER AND/OR ANY CLARITER AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITES AND/OR DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL CLARITER’S CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID BY YOU TO CLARITER FOR USE OF THE SITE. IF YOU HAVE NOT MADE ANY PAYMENTS TO CLARITER FOR THE USE OF THE SITE,
THEN CLARITER SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.
You agree to defend, indemnify and hold harmless Clariter and any Clariter Affiliates from and against any and all claims,
damages, obligations, losses, liabilities, costs, debts, fines, late fees, cancellation fees and expenses (including attorney’s
fees) arising directly or indirectly from: (i) your use of the Site (or any part thereof); (ii) breach of any term of these Terms by
you or anyone using your Account; (iii) any damage of any sort, whether direct, indirect, special or consequential, you may
third party intellectual property rights, privacy rights or other rights through your use of the Site or provision of information;
and (v) your violation of any applicable law or regulation.
11. Amendments to the Terms
Clariter may change the Terms from time to time, at its sole discretion and without any notice, including the Privacy
Policy at: www.clariter.com/privacy-policy. Substantial changes of these Terms will be first notified on the Site and/or by
sending you an e-mail regarding such changes to the e-mail address that is registered under your Account.
Such substantial changes will take effect seven (7) days after such notice was provided on any of the abovementioned
methods. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued
use of the Site after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.
Please note that in the event that the Terms should be amended to comply with any legal requirements, such amendments
may take effect immediately and without any prior notice, as may be required by law.
- Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or
explains any section or provision hereof.
- These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee,
agency, or franchisor-franchisee relationship between Clariter and you.
- These Terms, and the rights and remedies provided hereunder, and any and all claims, disputes and controversies arising
hereunder or related hereto and/or to the Site, their interpretation, or the breach, termination or validity thereof, the
relationships which result from these Terms, or any related transaction shall be governed by, construed under and enforced
in all respects solely and exclusively in accordance with Luxembourg law without reference to its conflict-of-laws principles,
and shall be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts in
Clariter may assign its rights and obligations hereunder and/or transfer ownership rights and title in the Site to a third party without your consent or prior notice to you. Your rights and obligations under the Terms are not assignable. Any attempted or actual assignment thereof without Clariter’s prior explicit and written consent will be null and void.
- If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be
deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
- No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent
breach or default.
- These Terms constitute the entire terms and conditions between you and Clariter relating to the subject matter herein and
supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations,
covenants or representations, whether written or oral, between Clariter and you, including, without limitation, those made by or
between any of our respective representatives, with respect to the Site. You agree that you will make no claim at any time or
place that these Terms have been orally altered or modified or otherwise changed by oral communication of any kind or
character. You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure or duty of disclosure of Clariter in entering into these Terms.
Section 4 (Intellectual Property), Section 5 (Third Party Components), Section 6 (Availability), Section 8 (Disclaimer and
Warranties), Section 9 (Limitation of Liability), Section 10 (Indemnification) and Section 12 (General Sections), will survive
the termination or expiration of these Terms including any provision meant to survive such termination or expiration or any rights accrued prior thereto.
If you have any questions (or comments) concerning the Terms or the Site, you are welcome to send us an email
to the following address, and we will make an effort to reply within a reasonable timeframe: email@example.com
By contacting us, you represent that you are free and authorized to do so and that you will not knowingly provide Clariter
with information that infringes upon third parties’ rights, including any intellectual property rights nor will you provide us
with any non-authorized information. You further acknowledge that notwithstanding anything herein to the contrary, any and
all rights, including intellectual property rights in such information provided, shall belong exclusively to Clariter, and Clariter
may use or refrain from using any such information at its sole discretion.
Last Revised: March 19, 2020