Terms of Use

Introduction

Thank you for visiting our web-site (the “Site). In return for gaining access to the Site and using it, you agree to be bound by the following Agreement without limitation or qualification, so please carefully review this Agreement before proceeding. If you do not intend to be legally bound by these terms and conditions, do not access and use the Site. ClearThread reserves the right to change this Agreement and to make changes to these terms and conditions and the Site at any time without notice or liability. Any such revisions are prospectively binding on you and therefore you should periodically visit this page when you use the Site to review the then current Agreement that binds you. ClearThread also reserves the right in its sole and unfettered discretion to deny you access to the Site at any time. The titles in this Agreement are provided only for your convenience and are not to be used in interpreting the Agreement.

Confidentiality

Each party hereto acknowledges and agrees that the Site is a valuable and unique asset of ClearThread, the confidentiality of which is essential to ClearThread's ability to differentiate its products and services, to compete and to fulfill its contractual obligations. Accordingly, You agree that You; (i) will make no use of the Site except for the uses to which it was intended; (ii) will not use the Site for purposes of unfair competition; and (iii) will not alter, modify, copy, disassemble, reverse engineer or decompile the Site.

Intellectual property notifications

Unless otherwise noted, all information appearing on the Site is the exclusive property of ClearThread or its affiliates:
A. All information, products, services and software contained on or used in the Site ("Content") is Copyright 2016 by ClearThread. All rights reserved. Please assume that everything you see or read on the Site is copyrighted to, or used with permission by, ClearThread unless otherwise noted.
B. The trademarks, logos, service marks, and trade dress (collectively the "Trademarks") displayed on the Site are registered and unregistered Trademarks of ClearThread or others.
C. ClearThread owns or uses by permission all software contained on the Site, including without limitation all HTML code. Copyright and other laws and international treaty provisions protect this software and code. The law expressly prohibits any modification, redistribution, or reproduction of the software, and such actions could result in severe civil and criminal penalties. ClearThread will seek and support prosecuting violators to the maximum extent possible.
D. You may not copy, display, distribute, download, license, modify, publish, re-post, reproduce, reuse, sell, transmit, use to create a derivative work, or otherwise use the content of the Site for public or commercial purposes. Nothing on the Site shall be construed to confer any grant or license of any intellectual property rights, whether by estoppel, by implication, or otherwise.

Your representations and warranties

By using the Site, you represent and warrant that you are 18 years of age or older and possess the legal right and ability to enter into this Agreement and to use the Site in accordance with all of the terms and conditions of this Agreement. You accept financial responsibility for all use of the Site under your name or account, including without limitation all uses of your account by others, including employees and others. You agree not to assign, transfer, or sublicense your rights pursuant to this Agreement.

Your indemnity obligation

You agree to indemnify, defend, and hold harmless ClearThread and its affiliates from and against any and all claims, demands, proceedings, suits and actions, including any related liabilities, obligations, losses, damages, deficiencies, penalties, taxes, levies, fines, judgments, settlements, expenses (including legal and accountants' fees and disbursements) and costs (collectively, "Claims"), based on, arising out of or resulting from your use of the Site, including without limitation any Claims alleging facts that if true would constitute your breach of this Agreement.

Limitations on your use

ClearThread provides the Site solely to permit you to transact business with ClearThread, and for no other purposes. You agree that you will use the Site's services only for legitimate business purposes. Nothing contained in this Agreement shall be deemed to give any right in or to the Site, software, or any Confidential Information, or any part or copy thereof, to You by way of a license or otherwise. You agree that you will not Misuse the Site. "Misuse" includes, but is not limited to, using the Site to do any of the following:
A. Distribute, disseminate, post, or publish any information or material that degrades, embarrasses, harasses, humiliates, intimidates, or threatens any individual or group of individuals on the basis of their age, ancestry, color, ethnicity, marital status, medical condition, mental or physical disability, national origin, race, sex, sexual orientation, union or nonunion affiliation, or any other basis protected by federal, state, or local law or ordinance.
B. Abuse, defame, harass, stalk, threaten, or otherwise violate others' legal rights, including but not limited to rights of privacy and publicity.
C. Download or upload files that may damage the operation of another's computer, such as computer viruses, corrupt files, or similar software.
D. Download or upload files that contain materials, including but not limited to software that violate the intellectual property, privacy, or publicity rights of others unless you own, control, or have been authorized to exercise such rights.
E. Misrepresent or omit the origin or source of any file you download or upload.
F. Download or upload files that do not contain the posted proprietary language, author attributions, and/or copyright, patent, or trademark notices.
G. Distribute, disseminate, post, or publish any indecent, infringing, obscene, or unlawful information or material.
H. Engage in any commercial purpose including but not limited to:

  1. Advertising or offering to sell any goods or services.
  2. Conducting contests or surveys.
  3. Distributing chain letters, or advertising with respect to any Ponzi scheme or pyramid scheme.
  4. Advertising or offering to sell any business opportunities, direct sales opportunities, employment, independent contractor positions, multi-level marketing opportunities, or securities.
I. Post, send, or otherwise disclose confidential information, trade secrets, or other confidential and/ or protected proprietary data of any entity or person, including but not limited to ClearThread and its affiliates, parent, subsidiaries, owners, shareholders, employees and agents.
J. Download or upload files that you know, or reasonably should know, cannot be legally distributed through the Site.
K. Upload, download, or otherwise export or re-export software from the Site.
L. Copy or create derivative works from, display, distribute, license, perform, publish, recreate, reproduce, sell, transfer, or transmit any information, products, services, or software obtained by, from, or through the Site.
M. Monitor or copy any Content by using any manual process, or any robot, spider, or other automatic device, without first obtaining ClearThread's prior written consent.
N. Act as an agent or attorney in fact for any person who is not:
  1. A member of your immediate household; or
  2. Your direct supervisor at your place of employment.
O. Take any action that will or could impose an unreasonable or disproportionately large load on our site infrastructure.
P. Engage in any other conduct that is, or that ClearThread deems to be, in conflict with this Agreement. ClearThread forbids such Misuses, and access of the Site for any such Misuses or other similar purposes is an unauthorized use of the Site.

No warranty by ClearThread®

The Content may contain inaccuracies and/or typographical errors. ClearThread may alter, change or improve the Content at any time and without notice. ClearThread makes no representations or warranties as to the Content's completeness or accuracy, and makes no commitment to update the Content. ClearThread makes no representations about the Content's suitability for any purpose.
YOU USE THE SITE AT YOUR OWN RISK. THE CONTENT IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF EXPECTATION OF PRIVACY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT OR TITLE. IN NO EVENT SHALL CLEARTHREAD OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHERWISE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE USE OF OR INABILITY TO USE THE SITE OR FOR ANY OF THE CONTENT OBTAINED THROUGH OR OTHERWISE IN CONNECTION WITH THE SITE, IN EACH CASE REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER CLEARTHREAD WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT DAMAGES WERE POSSIBLE.
ClearThread neither warrants nor represents that your use of information and material on the Site will not infringe upon the intellectual property rights of third parties. ClearThread shall not be liable for any virus or other damage to your computer equipment or other property due to your accessing, browsing, or using the Site or due to your downloading from the Site.

Use of information you provide ClearThread®

While ClearThread takes reasonable steps to safeguard and to prevent unauthorized access to any private information, we cannot be responsible for the acts of those who gain unauthorized access, and we make no warranty, express, implied, or otherwise, that we will prevent unauthorized access to your private information. IN NO EVENT SHALL CLEARTHREAD OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHERWISE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, A THIRD PARTY'S UNAUTHORIZED ACCESS TO YOUR INFORMATION, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER ClearThread WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT DAMAGES WERE POSSIBLE.

Forum for actions, governing law, and procedural restrictions

You agree that this Agreement is made and entered into in Dallas County, Texas. You agree that Texas law governs this Agreement's interpretation and/or any dispute arising from your access to, dealings with, or use of the Site, without regard to conflicts of law principles. Any lawsuit brought by you related to your access to, dealings with, or use of the Site must be brought in the state or federal courts of Dallas County, Texas.

Other terms

This Agreement constitutes the entire agreement governing your access to, dealings with, and use of the Site. Of course, separate agreements may attach to any goods, products, or services you obtain, purchase, or use from the Site. In the case of a conflict between this Agreement and any agreement specific to any goods, products, or services that you obtain, purchase, or use from the Site, the terms of the specific agreement shall govern. Any failure of ClearThread to assert any rights it may have under this Agreement does not constitute a waiver of our right to assert the same or any other right at any other time or against any other person or entity. If any provision of this Agreement is found to be invalid or unenforceable, then the invalid or unenforceable provision will be stricken from this Agreement without affecting the validity or enforceability of any other provision.