Terms of Service
ClearPathTMS.com Terms of Service ("Terms of Service") are effective immediately upon the user's acceptance of the Terms of Service by clicking the "Submit" button with the "I have read and agree to the Terms of Service applicable to my country" check box checked, or upon accessing the service for which Terms of Service have been accepted on the user's behalf. You may not use the service until you or an authorized entity or individual who has granted you access, has read and accepted all of the Terms of Service as indicated above. If you have not accepted the Terms of Service, you are responsible for understanding and complying with the Terms of Service. As used in the Terms of Service, the terms "you", "your" or "user" all refer to the person using the service in any way, including those registered as, for, or on behalf of a corporate entity, such as a company, business, affiliated entities, corporation, or other entity (i.e., not as an individual) and its employees, subcontractors, affiliates, and all other persons or entities permitted to access and use the service in any way.
1. SERVICES PROVIDED BY CLEARPATH TMS, LLC.
1.1 Permitted Uses and Restrictions on Use.
Subject to the terms and conditions of the Terms of Service (including all policies linked to it), ClearPath TMS, LLC. ("ClearPath") or its subcontractors will provide the Clearpath TMS System (“ClearPath TMS”), a web-based service that allows you to store, retrieve, organize and share data (the "Service"). If you have registered as, for, or on behalf of a registered entity and accept the Terms of Services you are deemed to have accepted the Terms of Service on behalf of that registered entity and the Terms of Service will be binding as to the registered entity, and any entity, person or third party which it permits to access and use the Service in any way. In order to use the Service, you are responsible at your own expense to acquire access to the World Wide Web, either directly or through devices that access Web-based content, and to pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.
1.2 General Practices Regarding Use and Storage.
You acknowledge that ClearPath may establish or revise from time to time general practices and limits concerning your use of the Service, including without limitation, establishing the maximum amount of storage space you have on ClearPath TMS at any time, as well as limiting the amount of bandwidth you may use with the Service in a given period of time. For purposes of this Section 1.2, bandwidth is defined as the total amount of data downloaded from and uploaded to the ClearPath TMS server in a given period of time. You agree that ClearPath has no responsibility or liability for the deletion, corruption, or alteration of, or failure to store any data or text (including but not limited to names of employees, clients or related information of the same), reports, graphics, and any files provided by you (collectively referred to as "Content") and maintained or transmitted by the Service. You acknowledge that ClearPath reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
The Service, other Service users, or third parties may provide links to other World Wide Web sites or resources. Because ClearPath has no control over such sites and resources, you acknowledge and agree that ClearPath is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that ClearPath shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
For details of ClearPath's Privacy Promise relating to the ClearPath TMS Service, click here. Questions about the ClearPath TMS Privacy Promise, our information practices or other aspects of privacy should be directed to ClearPath Technologies of South Florida Inc., Customer Communications, 605 East Boynton Beach Blvd, Boynton Beach, FL 33435.
2. YOUR RESPONSIBILITIES.
2.1 Your Registration Obligations.
In consideration for your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself in the required fields as prompted by the Software as a Service Agreement (“SaaS Agreement”), such information being the "Registration Data", and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or ClearPath has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, ClearPath may suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).
2.2 Acceptable Use Policy.
You agree to comply with ClearPath's then-current Acceptable Use Policy as posted from time to time. By submitting any Content to ClearPath, you warrant that: (i) you are the owner of such Content, or have been granted all the rights necessary from the owner of such Content to submit such Content to ClearPath, and (ii) the use of such Content by ClearPath and its members will not infringe or misappropriate the intellectual property rights of or otherwise violate the rights of any third party.
2.3 No Resale, Etc. of the Service.
You agree not to copy, sell, resell, rent or sublicense (including offering the Service to third parties on an applications service provider or time-sharing basis), lease, loan, redistribute, or create a derivative work of any portion of the Service, use of the Service, or access to the Service. Such restrictions do not apply to the Content you place on the Service. You agree not to access the Service by any means other than through the interface that is provided by ClearPath for use in accessing the Service.
3. PROPRIETARY RIGHTS.
3.1 Content Submitted to the Service.
You acknowledge that ClearPath does not pre-screen Content, but that ClearPath and its designees, contractors or subsidiaries shall have the right (but not the obligation) in their sole discretion to refuse or to remove any Content that is available via the Service. Without limiting the foregoing, and without notice to you, ClearPath and its designees shall have the right to remove any Content that violates the Terms of Service or is otherwise deemed objectionable by ClearPath in its sole discretion. You agree that you must evaluate, and bear all risks associated with the use of any Content including any reliance on the accuracy, completeness, or usefulness of such Content.
3.2 ClearPath Proprietary Rights.
You acknowledge and agree that the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws, and you agree not to disclose such information to any third party without ClearPath's prior permission. You further acknowledge and agree that content contained in sponsor advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, Service marks, patents or other proprietary rights and laws.
ClearPath acknowledges that any and all Content, including copyrights, trademarks, database rights and other intellectual property contained in such Content are owned by you. You grant ClearPath the right to use such Content only to the extent that ClearPath needs to use the Content to provide the Services. ClearPath does not obtain any right, title or interest in your Content, except as specifically granted herein in order to provide Services to you.
You acknowledge that ClearPath will collect certain aggregate meta data as part of providing and analyzing the Service from time to time.
Each party who accesses and uses the Service and ClearPath (together the "parties") shall keep in confidence all of the information maintained by the Service ("Confidential Information"). The parties shall take reasonable steps to prevent unauthorized disclosure or use of the Confidential Information, but in any case not less than those steps it takes to protect its own Confidential Information. The parties shall not disclose Confidential Information to any person or entity other than its affiliated entities, officers, employees, consultants, auditors and attorneys who need access to such Confidential Information, and who are subject to confidentiality obligations with such party or ClearPath. The parties shall return (or delete in case of electronic copies of such information) any and all Confidential Information, and all copies thereof, upon the other party's request provided that (i) as to your active Service data and the Content contained therein, you may delete data per standard Service procedures, or only upon e-mail or other written instruction by your account administrator ("ClearPath Administrator"); and (ii) as to backed-up Service data and the Content contained therein, such Service data and/or Content will be automatically deleted over time pursuant to ClearPath's standard back-up procedures for the Service. The parties shall immediately give notice to the other party of any unauthorized use or disclosure of the other party's Confidential Information.
We may disclose or report Confidential Information in limited circumstances where we believe in good faith that disclosure is required under the law. For example, we may be required to disclose Confidential Information to cooperate with regulators or law enforcement authorities, to comply with a legal process such as a court order, subpoena, search warrant, or a law enforcement request.
ClearPath shall reasonably cooperate with you (at your cost) or with an applicable regulatory authority in connection with the examination of your data in your ClearPath TMS System by such applicable regulatory authority in connection with an audit or other formal proceeding by such regulatory authority.
4. REGISTERED ENTITIES.
If you are a registered entity and permit your affiliates, subsidiaries, employees, and/or any third party located outside of the territorial boundaries of Canada, Japan, United Kingdom and/or United States to access and/or use the Service and/or your Content, you shall be solely responsible for (i) their acts and/or omissions in connection with their access and/or use of the Service and (ii) ensuring that their access and/or use of the Service is in compliance with the Terms of Service, and any and all applicable local laws, rules and regulations. You agree to fully indemnify ClearPath and its affiliates, subsidiaries, licensors, and online service providers (collectively, "Representatives") for any liability, fines, penalties, costs, claims and/or damages incurred by ClearPath and/or the Representatives in connection with any claim related to the access and/or use of the Service and/or your Content by you, your affiliates, subsidiaries, employees or any third-party authorized by you.
5. MODIFICATIONS TO THE SERVICE OR AGREEMENTS.
5.1 Modifications to the Service.
ClearPath reserves the right at any time and from time to time to modify the Service (or any part thereof) with or without notice. Should ClearPath choose to permanently discontinue the Service, ClearPath (i) will send notification to your Account Administrator via e-mail at least sixty (60) days prior to such discontinuance and (ii) will post notification of this decision on the Service web site at least thirty (30) days prior to such discontinuance. In such instance, you will be responsible for retrieving your data from the Service during that sixty (60) day period. You agree that ClearPath shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service, or for any resulting loss or destruction of any Content that you place on the Service. ClearPath may specify from time to time the version(s) of related products required in order to use the Service (e.g. supported browser versions).
5.2 Modifications to the Terms of Service.
ClearPath may periodically change the terms of the Terms of Service. In the event ClearPath modifies the Terms of Service, ClearPath will post it to the Service web site and promptly thereafter, notify your Account Administrator via e-mail that such posting has been made. Your continued use of any of the Service after such modification shall constitute your acceptance of the Terms of Service with the new modifications. If you do not agree to any of such changes, you may terminate the Terms of Service and immediately cease all access and use of the Service. You agree that such termination will be your exclusive remedy if you do not wish to abide by any changes to the Terms of Service. In addition, ClearPath may at any time introduce separate Terms of Service for users in certain jurisdictions and require users in these jurisdictions to agree to the separate Terms of Service. ClearPath may also require such users to agree that termination of the separate Terms of Service and cessation of all access and use of the Service would be their exclusive remedy if they do not wish to comply with the separate Terms of Service.
You agree to pay any applicable fees for the Service plan described in your Software As a Service agreement (“SaaS Agreement”).
6.2 Registration and Fees.
Users will be invoiced for services on a monthly basis, per the calculation specified in the SaaS agreement. The Invoiced Amount (“Fee”) shall be due and payable to ClearPath by ACH draft or check within 7 days of the receipt of invoice. ClearPath reserves the right to suspend the accounts of Users who fail to make payments on their paying plan(s). All fees are non-refundable, in whole or in part, even if the Service is suspended, cancelled or transferred.
7. TERM AND TERMINATION.
The Term of Service shall be effective upon registration and thereafter shall continue on a month-to-month basis, as applicable, until terminated with thirty days written notice by either party, or until terminated as specified below.
7.2 Termination by ClearPath.
You acknowledge and agree that ClearPath, in its sole discretion, may suspend or terminate your account and/or deny you access to, use of, or submission of Content for, all or part of the Service, without prior notice and for any reason, including if you engage in any conduct that ClearPath believes: (a) violates the letter or spirit of any term or provision of the Terms of Service, (b) violates the rights of ClearPath or third parties, or (c) is otherwise inappropriate for continued access and use of the Service. In addition, ClearPath reserves the right to terminate any membership account if that account has been inactive for greater than three hundred and sixty five (365) days. You agree that upon termination, we may delete all files and information related to your account and may bar your access to your account and the Service. At your written request and expense, ClearPath will provide you access to the most recent data from your account for retrieval purposes for a period of five (5) business days prior to deletion. Notwithstanding the foregoing, ClearPath will not provide you access to the most recent data from your account if ClearPath believes that such data violates the rights of ClearPath or third parties. Further, you agree that ClearPath shall not be liable to you or any third-party for any termination of your access to the Service.
8. DISCLAIMER OF WARRANTIES; INDEMNITY; LIMITATION OF LIABILITY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CLEARPATH AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) CLEARPATH AND ITS SUPPLIERS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS OR RESULT IN REVENUES OR PROFITS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, AND (iv) THE QUALITY OF ANY PRODUCTS, SERVICE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. WHILE CLEARPATH WILL USE COMMERCIALLY REASONABLE EFFORTS TO PREVENT UNAUTHORIZED ACCESS TO DATA ENTERED INTO "RESTRICTED FIELDS" WITHIN THE SERVICE, CLEARPATH AND ITS SUPPLIERS MAKE NO WARRANTY THAT SUCH FIELDS WILL BE SECURE AGAINST SUCH UNAUTHORIZED ACCESS OR OTHER SECURITY BREACHES. CLEARPATH AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THE TERMS OF SERVICE OR THE SERVICE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. CLEARPATH EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SERVICE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW.
(c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED OR OBTAINED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CLEARPATH INC OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
8.2 Representations and Warranties.
You represent that, to the best of your knowledge and belief, your use of the Service does not directly or indirectly infringe the legal rights of a third party. You further represent and warrant that all information provided by you in connection with your registration is accurate and reliable.
You agree to indemnify and hold harmless ClearPath, its subsidiaries and affiliates, and its and their directors, officers, agents and employees ("Indemnitees"), from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your Content; your use of the Service; your connection to the Service; your violation of the Terms of Service; or your violation of any proprietary or other rights of another. You further agree and acknowledge that the Indemnitees are not liable or responsible in any way for any errors, omissions or any other actions arising out of or related to your use of the Service. You further agree to indemnify, defend and hold harmless the Indemnitees from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and expenses) arising out of, or related to, your use of the Service, or the placement or transmission of any message, information, software or other materials through the Service by you or users of your account or related to any violation of any term of the Terms of Service by you or users of your account.
8.4 Limitation of Liability.
(A) YOU EXPRESSLY UNDERSTAND AND AGREE THAT CLEARPATH AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CLEARPATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
(B) YOU ALSO AGREE THAT CLEARPATH WILL NOT BE LIABLE FOR ANY (a) INTERRUPTION OF BUSINESS, (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB SITE(S) YOUR ACCESS THROUGH THIS SERVICE ; (c) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (d) UNAUTHORIZED ACCESS TO DATA ENTERED IN, OR BREACH OF ANY SECURITY MECHANISMS UTILIZED IN, THE SERVICE OR IN ANY RESTRICTED FIELD THEREIN; OR (e) EVENTS BEYOND CLEARPATH'S REASONABLE CONTROL.
(C) IN NO EVENT SHALL CLEARPATH MAXIMUM AGGREGATE LIABILITY EXCEED THE AMOUNT PAID BY YOU TO CLEARPATH FOR THE SERVICE, TO A MAXIMUM AMOUNT EQUAL TO SERVICE CHARGES FOR SIX (6) MONTHS OF THE SERVICE.
8.5 Exclusions and Limitations.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 8.1 AND 8.4 MAY NOT APPLY TO YOU.
9 GENERAL INFORMATION.
(A) THE SERVICE IS NOT OFFERED OR AVAILABLE TO PERSONS UNDER THE AGE OF THIRTEEN (13). Notices to you may be made via either e-mail, regular mail, overnight courier or facsimile at your contact addresses of record for the Service.
(B) The Service may also provide notices of changes to the Terms of Service or other matters by displaying notices or links to notices to you generally on the Service. If you provide notice to CLEARPATH, such notice shall be sent to: ClearPath Technologies of South Florida, Inc., 605 East Boynton Beach Blvd, FL 33435, Attn: General Counsel, Legal Dept.; Fax: (561) 420-0248.
(C) The Terms of Service (and the policies linked to them) constitute the entire agreement between you and ClearPath and governs your use of the Service, superceding any prior agreements between you and Vazlpr (including, but not limited to, any prior versions of the Terms of Service) with respect to their subject matter. You also may be subject to additional terms and conditions that may apply when you use affiliate or other ClearPath services, third-party content or third-party software.
(D) Except as otherwise provided herein, the Terms of Service shall be governed by the laws of the State of Florida, USA without regard to its conflict of law provisions. Except as otherwise provided in the Terms of Service, you and ClearPath agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Palm Beach, Florida, USA. The Terms of Service, the ClearPath TMS Privacy Statement, and the Acceptable Use Policy are in English, which shall be the controlling language of the agreement with you with respect to the Service, and you agree that you fully understand the terms of the same. In addition, all enquiries, support related or otherwise, regarding the Service should be submitted to ClearPath in English, and ClearPath will respond to such enquiries in English only.
(E) The Terms of Service do not limit any rights that ClearPath may have under trade secret, copyright, patent, trademark or other laws. The failure of ClearPath to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect. You agree that any claim or cause of action arising out of or related to use of the Service or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect.
(F) The Terms of Service will inure to the benefit of ClearPath and its successors and assigns.
(G) With respect to any acquisition or use of the Service by or for any unit or agency of the United States Government (the "Government"), the Service shall be classified as "commercial computer software" as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the "FAR") and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the "DFARS"). The Service was developed entirely at private expense, and no part of the Service was first produced in the performance of a Government contract. If the Service is supplied for use by the DoD, the Service is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252-227-7013 (c)(l)(ii)(OCT 1988), as applicable. If the Service is supplied for use by a Federal agency other than the DoD, the Service is restricted computer software delivered subject to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable. The contractor/manufacturer is CLEARPATH, 605 E. BOYNTON BEACH BLVD, BOYNTON BEACH, FL, 33435.
(H) All representations, warranties, Sections 1.4, 7, 8, and 9 in the Terms of Service shall survive the termination of your account or access to the Service.
Revised as of January 10, 2020