Website Product Terms

IMPORTANT: THESE ARE THE PRODUCT TERMS (THESE “WEBSITE TERMS”) PERTAINING TO CLEAR AGAIN, LLC.’S (“C1M” OR “WE”) CUSTOMIZED WEBSITES WITH LEAD CONVERSION SOFTWARE.  THESE PRODUCT TERMS ARE REFERRED TO IN THE C1M ONLINE MARKETING SERVICES TERMS AND CONDITIONS (THE “MARKETING SERVICES TERMS”) AND ARE INCORPORATED THEREIN.

PLEASE READ THIS CAREFULLY.  YOUR EXECUTION OR APPROVAL OF AN ORDER FORM FOR MARKETING SERVICES WHICH INCLUDES WEBSITE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE WEBSITE TERMS.

IN THE EVENT OF A CONFLICT BETWEEN THESE WEBSITE TERMS AND THE MARKETING TERMS AND/OR ORDER FORM, THESE WEBSITE TERMS SHALL CONTROL.

WE RESERVE THE RIGHT TO MAKE CHANGES TO THESE PRODUCT TERMS AT ANY TIME. WE SHALL PROVIDE NOTIFICATION OF CHANGES IN THESE TERMS BY UPDATING THE LAST MODIFIED DATE SET FORTH ABOVE. ALL SUCH CHANGES SHALL BE BINDING UPON YOU ONCE POSTED, UNLESS SUCH CHANGES ARE MATERIAL IN WHICH CASE SUCH CHANGES SHALL NOT TAKE EFFECT UNTIL THE NEXT TIME YOU SIGN AN ORDER FORM WHICH INCLUDES WEBSITE.

Terms not defined herein shall have the meaning set forth in the Marketing Services Terms.

1. C1M websites provides a customized website that works in conjunction with C1M’s lead engagement software. You will be able to choose from a range of designs for your website, which will include:
   • Up to 10 pages of original, web-optimized copy, as needed
   • Up to 10 pages of content migrated from your current site (if applicable)
   • 12 – 15 licensed graphic images, as needed
   • responsive design to automatically make your site compatible for display on mobile devices
   • a standard set of search engine optimization practices implemented with initial setup, including, but not limited to, certain tags, meta descriptions and titles, page-speed optimization, image compression, and checks against redirect loops, broken links and/or duplicate content
   • native incorporation of C1M’s Tracking Services

In addition, subject to your election, you shall receive the following reoccurring services (the “Managed Services”):

• 1 hour per month of website services such as website information updates, posting new Client Content or adding additional functionality (if you request services beyond your included monthly service time or non-standard functions, you will be quoted an additional fee at our then prevailing hourly rate)
• premium website hosting, including security and software updates, site performance management and an SSL (DV) certificate
• access to your website’s content management system, which allows you to upload content and make certain adjustments and revisions to your website (substantial and/or core revisions must be performed by the C1M support team and may require additional Fees)
• Lead conversion software, mobile app, and enhanced Tracking Services, which will allow you to get the most out of your website. Please see the C1M.app product terms for information on the terms governing the lead conversion software.
• updates to your Website, such as adjustments to font, color, scheme, layout, forms, plugins, and functionality, in order to attempt to optimize loading speeds and customer conversion
• Marketing customer support

2. Website Logistics.
   1. Set-Up. Immediately upon sign-up for a website, we will begin writing custom content for your website based on your business, products/services and goals for the website (the “Custom Content”), and designing your website based on the theme you select. We will schedule a consultation with one of our service professionals to take place within one to two weeks to review the completed website. We will also send you multiple communications regarding the creation and set-up of your website, including a link to your completed website for review, and we ask that you provide any feedback or revisions within the requested timeframes.  However, if you are unable to review the materials or the completed website within the requested timeframes, we will launch your website so you can enjoy its benefits immediately, and any revisions can be made later after your review.
   2. Registration Information. During the set-up process, you will provide C1M with the various information required to create your website. You acknowledge and agree to provide true, accurate, current, and complete information about your business and agree to promptly update the information if any of it changes. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if C1M has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, C1M may suspend your website and/or C1M may terminate its obligations hereunder.
   3. If requested, C1M will provide an internet domain name for your website, subject to availability and your payment of any applicable registration fees. If your website uses a domain you provide, you will be solely responsible for maintaining your internet domain name, including all renewals and paying all applicable registration and maintenance fees. In addition, you represent and warrant that you own all rights to such domain name or, alternatively, that you have the right to use the domain name in connection with your website
   4. Marketing Properties and Third-Party Directories. C1M may create and post online, in the C1M Properties or the directories of third parties, profile page(s) for you, which may include the following information:  your name, phone number, email address, physical address, photos, videos, and information regarding your products or services and your business (the “Local Profile”).  You acknowledge that because of the nature of the Internet, your Local Profile may remain on the C1M Properties or third-party sites even after C1M is no longer providing Marketing Services to you.  Such Local Profiles may also utilize Tracking Services.
   5. From time to time, C1M may make certain updates to your website, including, without limitation, adjustments to font, color, scheme, layout, forms, plugins and functionality, in order to attempt to optimize loading speeds and customer conversion, and you hereby consent to such updates.
   6. Marketing Attribution. C1M may include its name and/or logo, along with a hyperlink to a C1M website, on one or more of your website pages.
   • . Description of Fees. You agree to pay the following, in the amounts set forth in the Order Form:
     8. Website Fees refer to the fees, payable in a single lump sum or series of installment payments, payable for the license to your website as further set forth in Section 8. If paying in installments, each 30-day period from the date or your Order Form shall be considered a “Cycle”. If you licensed your website under the previous applicable product terms, once upgraded your Website Fees shall consist of 12 consecutive Cycle payments at the price set forth in your Order Form from the date your website was rebuilt and launched with the features set forth in Section 1.
     9. Managed Services Fees refer to per-Cycle fees for on-going Managed Services. Each Cycle of Managed Services consists of 30 days.Set-Up Fees refer to one-time fees for the set-up of websites that require the migration of a significant amount of pages, content or other applications or functions. Any applicable website Set-Up Fees will be set forth in your Order Form.

1. Other Fees refer to any other fees for additional services that you request, such as for providing additional content or functionality.

1. Timing of Payment. Prior to your initial set-up consultation, you will pay the applicable Fees (whether lump sum or the first installment), and any Set-Up Fee, Management Fee or Other Fees, if applicable. Management Fees and any remaining Website Fees payable in installments, if applicable, must be remitted in advance of the beginning of each subsequent Cycle.  You understand and acknowledge that all amounts owed must be paid in advance of each Cycle and that, in addition to being in breach of your contractual obligations, your website and/or lead conversion software may become inaccessible if timely payment is not made.
2. Manner of Payment. Managed Services Fees and Website Fees payable in installments may only be paid by credit card.

4. Term/Termination.Your Website service will begin upon C1M’s acceptance of your Order Form and payment of applicable Website Fees, Managed Services Fees, Set-Up Fees and Other Fees set forth therein, and shall continue until canceled in accordance with the Marketing Service Terms.
5. Marketing Acceptable Use Policy.In order to foster a positive and safe community experience, your use of the website must comply with the C1M Acceptable Use Policy. Failure to do so may result in the suspension of your account, website and/or lead conversion software and, in some cases, termination.
6. Privacy Matters.
   • . Privacy Policy. Each website must have a privacy policy that complies with applicable legal requirements.  You may provide your own privacy policy or we will provide a template privacy policy based on information that you provide to us. The privacy policy template provided by us will accurately explain the privacy implications of your C1M Marketing Services and assumes, among other things:
     1. you will not trade, rent or sell users’ personal information;
     2. you will not share users’ personal information with third-parties for marketing and promotional purposes;

• you will allow users to opt-out of receiving marketing and promotional communications from you by email, phone and/or automated unsubscribe technology;

1. upon request, you will provide users information regarding what data you have about them, change/correct data about them, and/or delete data about them;
2. you will not knowingly collect or use any personal information from children under the age of 13; and
3. you will take reasonable physical, electronic and procedural safeguards to protect users’ personal information.

In addition, the privacy policy must disclose all of the privacy implications of your site (including your use of data collected from the site).  Accordingly, if you elect to use the C1M template you must carefully review the standard privacy policy C1M provides you and confirms it is accurate and adequate for your specific intentions and uses. In particular, but without limitation, the standard privacy policy does not include an exhaustive list of elements that may be required by law or by service provider guidelines (by way of example only, the standard privacy policy does not contain elements that may be required regarding certain health care or financial information). The privacy policy template should NOT be construed as legal advice or used as a substitute for seeking professional legal advice. The drafters and providers of the template are not responsible for the use of the template or any information or absence of information in the template.  Accordingly, you acknowledge and agree that you are solely responsible for ensuring that your privacy policy is adequate for your unique needs and that failure to do so may expose you and C1M to liability which you shall fully indemnify.

1. Access to Information. You understand and acknowledge that C1M may, for purposes of quality assurance and campaign assessment, access the information that you store in, and messages that you send using, Website and/or lead conversion software. It is your obligation to advise C1M if you want such access to be limited and to determine whether your use of the website and lead conversion software is in compliance with any privacy practices to which your business may be subject (such as the Health Insurance Portability and Accountability Act and other similar laws).
2. Disclosure of Information. In addition, you understand and acknowledge that we may disclose such of your information, including your contact and account information, to courts, law enforcement authorities and/or other relevant third parties, when such disclosure is necessary or advisable, at our sole discretion, to conduct an investigation, respond to a third party or law enforcement subpoena or court order, bring legal action or pursue other relief when you or a third party are or may be: (i) violating our terms and conditions of use; (ii) causing injury or other harm to, or otherwise violating our property or other legal rights, or those of other users or third parties; or (iii) violating federal, state, local, or other applicable law.

7. Legal Requirements. You acknowledge and agree that you are solely responsible for providing any disclaimers, notices or other content that you may be required to include on your website due to legal, licensing or other requirements specific to your profession, business, location or any other requirements. Similarly, if you are prohibited from making certain statements on your website due to legal, licensing or other requirements, it is your sole responsibility to inform C1M of such limitations and confirm your website is compliance in connection with each required approval. For example, if you are a lawyer and your provincial bar rules require you to include certain disclaimers on advertising materials, it is your responsibility to provide such disclaimers.
   • . Website Licenses.The following sets forth your rights in your website:
     1. Perpetual Website License. Following your payment in full of the Website Fees, whether in a lump sum or over installments and any applicable Set-Up Fees and Other Fees, C1M hereby grants you a perpetual, irrevocable, non-transferable, non-assignable license to your Website, including the right to copy, modify, create derivative works based on the C1M Materials (as defined below) included in your Website and use and publicly display the Custom Content in conjunction with advertising and promotional projects, entertainment applications, or prints, posters or other promotional purposes, but not for resale, license or other distribution (the “Perpetual Website License”).
     2. Limited Website License.If paying your Website Fees in installments, subject to your continued payment of such Website Fees and compliance with this Agreement, C1M hereby grants you a limited, revocable, non-transferable, non-assignable and non-exclusive license to your website (the “Limited Website License”). This Limited Website License does not permit you, and you agree not to, store, copy, reproduce, republish, modify, upload, post, translate, distribute, transfer, transmit, display or otherwise distribute in any way the C1M Materials, except as specifically permitted in these Website Terms. If you fail to pay your Website Fees when due, C1M shall immediately revoke your Limited Website License, make your Website inaccessible (subject to the transition assistance described below) and you will no longer have any rights to your website, the lead conversion software or the C1M Materials.

• Limitations. Notwithstanding any provision of the Perpetual Website License or the Limited Website License to the contrary, you may not directly or indirectly, for yourself or affiliates or third-parties: (1) scrape, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the C1M Materials; (2) sell, rent, lease, loan, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the C1M Materials; (3) produce, license, assign, sell or distribute additional websites based on C1M Materials; or (4) produce, license, assign, sell or distribute or in any manner commercially exploit C1M Materials, or derivative works based on C1M Materials, for resale, separate and apart from your products or services, or in any manner which competes with the Services. C1M reserves all rights not expressly granted in this Agreement.

1. Licensed Images. Notwithstanding the foregoing or anything herein to the contrary, with respect to licensed graphics images included in your website (“Licensed Images”), you may not (i) make the Licensed Images available (separate from the end product into which it is incorporated) in any medium accessible by persons other than your authorized representatives; (ii) sell, license or distribute the Licensed Images in a way that is specifically intended to authorize a third party to download, extract or access the Licensed Images as a standalone file, such as for a screensaver; (iii) include the Licensed Images in an electronic template intended to be reproduced by third parties on electronic or printed products; (iv) use or display the Licensed Images so as to induce or involve the sale, license or other distribution of “on demand” products, including, without limitation, postcards, mugs, t-shirts, calendars, posters, wallpaper for mobile telephones and other items (e.g., “on demand” meaning as is currently offered on cafepress.com where imagery can be selected by end users for use in customizable merchandise); (v) incorporate a Licensed Image into any logo, trademark or service mark; (vi) broadcast a Licensed Image in film or video or include a Licensed Image in any retail product or product packaging; or (vii) in any way assign, sublicense or transfer any rights in the Licensed Images, which are granted pursuant to the Perpetual Website License or Limited Website License solely to you, to any other party. Particular Licensed Images may be subject to additional restrictions or requirements, including disclaimers or attribution, or may require additional cost for sensitive uses that cast subjects in an unflattering manner (e.g. models in the context of medical, financial or other hardships) that will be communicated to you by C1M. You further acknowledge and agree that your rights in any Licensed Image are revocable, and C1M may withdraw such license(s) to any particular Licensed Image at any time, provided further, that so long as you continue to receive Managed Services, C1M shall endeavor to replace any Licensed Image with a similar Licensed Image at no additional cost.
2. Platform License. For so long as you continue to receive Managed Services in connection with your website, you will be granted a revocable, non-transferable, non-sublicensable, non-exclusive, limited license to access C1M’s content management system that allows you to upload content and make limited adjustments and revisions to your website.  Without limiting any other disclaimers contained in the Agreement, C1M will in no way be responsible for any errors, defects or downtime caused by your use of the content management system. Your access shall be password protected and you agree that you may not share your password with third parties or otherwise provide access to the content management system to third parties.  If the security of your username(s) or password(s) is compromised in any way, or if you or one of your agents suspects that it may be, you shall immediately contact C1M. C1M is not responsible for any loss or damage suffered by the compromise of any password. You acknowledge and agree that you do not have, nor will you claim any right, title or interest in the content management system, software, data, applications, methods of doing business or any elements thereof, or, until your payment in full of any Website Fees, any content provided therein (including any templates provided). You may only access the content management system via a Web browser, a mobile application or in a manner otherwise approved by C1M. You will not attempt in any way to reverse engineer, alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the content management system. C1M may terminate the foregoing license, at any time and for any reason.

9. Marketing Materials.
   • . Other than any Client Content (as described below), (i) all material and services comprising your website, including, but not limited to, the design of and “look and feel,” layout, email templates, photographs, graphics, images, text, audio, video, messages, interactive and instant messaging, design and functions, software, software documentation, files, documents, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “C1M Materials”), and (ii) all of C1M’s trademarks, logos, and brand elements (“C1M Marks”), are owned by C1M or other parties that have licensed their material or provided services to C1M, and are protected by copyright, trademark, trade secret and other intellectual property laws. You will not (and will not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, or sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in any C1M Materials or C1M Marks.

1. Infringing Content. Marketing will promptly notify you if the use of any C1M Materials infringes or could infringe the intellectual property rights of any third party.  In such event, C1M will remove such C1M Materials from your website and will use commercially reasonable efforts to provide replacement content. You agree not to use any such C1M Materials after notice of such infringement or potential infringement.

• Your Content and Data.
  • . As between you and C1M, you own all of the content, including any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other information, that you provide to C1M for inclusion on your website or that you directly (or indirectly via website visitors) add, post or share via your website (referred to as “Client Content”).  You hereby grant C1M and its affiliates a perpetual, irrevocable, license to use, reproduce, display, perform, adapt, modify, distribute, make derivative works of and otherwise exploit your Client Content in connection with your C1M website.  C1M may use your Client Content to the extent it is (or has been) accessible on your website to advertise and promote C1M’s website offering, and may list and otherwise refer to you and your business as users of the service.  C1M’s license to your Client Content is non-exclusive, meaning you may use your Client Content for your own purposes or let others use your Client Content for their purposes.  C1M’s license to your Client Content is fully-paid and royalty-free, meaning C1M does not owe you or any third party anything else in connection with C1M’s use of the Client Content.  C1M may exercise its rights anywhere in the world.

1. You are legally responsible for your Client Content and C1M is in no way responsible for it. You represent and warrant that:
   1. you own all rights to Client Content or, alternatively, you have the unrestricted right to give C1M the rights described above, including the right to display the Client Content on your website;
   2. you have paid and will pay in full any fees or other payments that may be related to the use of the Client Content; and

• the Client Content does not infringe the intellectual property rights, privacy rights, publicity rights, moral rights or other legal rights of any third party.

1. C1M may, but has no obligation to, monitor the Client Content or Customer Data on your website or stored in the content management system.  We may disclose any information necessary or appropriate to satisfy our legal obligations, protect C1M or its customers, or operate the Marketing Services properly.  C1M, in its sole discretion, may refuse to post, remove, or require you to remove, any Client Content or Customer Data, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.  C1M may, in its discretion, also require you to place all or any portion of the Client Content behind password protection.  If C1M has requested Client Content be placed or has placed Client Content behind password protection, you may not publish the password or similar information in any way that limits the effectiveness of the password.  If C1M requests that you place any Client Content behind password protection and you fail to do so promptly, C1M may place such Client Content behind password protection itself or immediately terminate this Agreement.

• Third-Party Sites. Depending on the services you purchase and your individual circumstances, you may give C1M access, including by providing login and password information, to certain third-party accounts and services such as Google, directories, and Google Analytics, to allow C1M to use and or modify those sites on your behalf. When you give C1M access to a third-party site, or request that C1M establishes an account with a third-party site, you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give C1M such as access, login information, and passwords. In addition, you are authorizing C1M to use the functionality of such third-party site on your behalf, in any manner C1M sees fit. C1Mg will take actions such as registering you with such third-party site and managing and accessing your account and information (including listing and profile information) on such third-party site. Because of the interconnected nature of the internet, your information posted to third-party sites may be difficult to remove.  For example, even if your information is removed from or updated on a third-party site, it may persist on other websites or may be cached in search engine indexes.
• Transition Assistance. Unless your Website service is terminated because of your breach of this Agreement, upon the termination of your Website Managed Services, and for a period of 30 days thereafter (the “Transition Period”), C1M will use commercially reasonable efforts to provide you transition assistance, including:
  • transferring ownership of any domain that C1M may have obtained on your behalf;
  • working with you to enable you to have continued access to your presence on third-party sites (for example, by providing you with instructions on how to transfer the accounts; provided, C1M will not provide or transfer to you any C1M-hosted e-mail addresses or passwords);
  • providing a disk or other method to transfer you the Custom Content, and
  • providing such other assistance as C1M may choose to provide in C1M’s sole discretion.

After the Transition Period, C1M will have no further obligation to provide you assistance and C1M shall have the right, but not the obligation, to delete all of your Client Content.  You acknowledge and agree, however, that C1M is under no obligation to remove any content that has been disseminated to third-party sites. After the Transition Period, C1M will not be able to transition your site back onto to the content management if you wish to do so in the future.

• In purchasing website, you agree to receive communications from time to time from C1M via email or text message. You may stop receiving these alerts by modifying your notification settings from within your account in the content management system. You acknowledge and agree that we may send a response email or text message solely to confirm your change in settings.
• Comments and Feedback. Any questions, comments, suggestions, ideas, feedback, or other information provided by you to C1M are not confidential and you hereby grant C1M a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such information as we deem appropriate, for any and all commercial and/or non-commercial purposes, in our sole discretion.
• In addition to the indemnification obligations set forth in the Marketing Services Terms, you agree to indemnify, defend, and hold harmless C1M and its third-party affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including reasonable attorneys’ fees and expenses), arising from or relating to: (a) any Client Content; (b) the Custom Content (except relating to copyright infringement), provided that it has been approved by you; and (c) violation of the terms and conditions of any third-party site by you or anyone using your account.
• IN ADDITION TO THE DISCLAIMERS SET FORTH IN THE MARKETING SERVICES TERMS, C1M (I) MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO YOU BY OR ON BEHALF OF C1M (INCLUDING ANY REPORTING, ANALYTICS AND SIMILAR INFORMATION) OR ANY CONTENT AVAILABLE ON OR THROUGH YOUR WEBSITE (INCLUDING ANY CONTENT SUBMITTED BY AN END-USER); AND (II) CANNOT AND DOES NOT GUARANTEE SPECIFIC PLACEMENT FOR ANY SPECIFIC KEYWORDS OR KEY PHRASES, NOR THE EFFECT OF THE REACHSEO SERVICES ON SEARCH ENGINE PLACEMENT GENERALLY.

Updated: August 27, 2019