Welcome to ClearQuery, a website located at www.clearquery.io (the “Site”) and operated by Night Shift Development, Inc. (“ClearQuery”, “us”, “our”, and “we”). ClearQuery provides the Site and services provided through the Site including the ability to purchase a license to use and download our ClearQuery software (“Software License”). Use of the Software License is subject to the license terms made available to you upon purchase of the Software License.
Account Creation. In order to use certain features of the Site or to obtain your license key or updates for the Software, you must register for an account with us (“your Account”) and provide certain information about yourself as prompted by the registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. We may suspend or terminate your Account in accordance with the Terms and Termination.
Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
Use of the Site and purchase of the Software License may be subject to certain payment terms or fees as determined in our sole discretion. We will provide notice of those fees then in effect in relation to any of our paid services. If you wish to purchase a Software License, you are required to pay all applicable Fees in advance.
Pricing. Our pricing may vary. We may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms will become effective in the billing cycle following notice of such change to you as provided in this Agreement.
Subscription and Billing. The Software License may be provided for a fee, subscription or other charge. If you purchase an annual license to use the Software, the subscription will automatically renew at the end of each annual billing cycle and you will automatically be charged on your anniversary date for the next billing cycle for the next year’s license, unless you elect to cancel your license prior to the end of the license term.
Payment Information; Taxes. All information that you provide in connection with a purchase or transaction must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases or transactions.
Recurring Payment Authorization. By agreeing to set up payments on an annual recurring basis, you are giving us permission to charge your on-file ACH account, credit card, PayPal account, or other approved methods of payment for fees that you authorize ClearQuery to satisfy for the Software License.
Chargebacks. If you have a dispute concerning any payment transaction, please contact our billing department. If, at any time, you contact your bank or credit card company to reject the charge of any payable Fees (“Chargeback”), this act will be considered a breach of your payment obligations, and we reserve the right to automatically terminate your use of the Software License. We reserve the right to dispute any Chargeback and take all reasonable action to authorize the transaction. In the event of a Chargeback, we may terminate your Software License. In order to resume use of the Software License, you must re-purchase the Software License and pay all applicable fees as well as any fees incurred by us or our payment processor as a result of the Chargeback.
Rights and Licenses
License to Use Site. We grant you a non-transferable, non-exclusive, right to access and use the Site for your personal use.
Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site; (b) you will not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you will not access the Site in order to build a similar or competitive service; and (d) except as expressly stated in these terms, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Site will be subject to the terms of this Agreement. All copyright and other proprietary notices on any Site content must be retained on all copies.
Modification. We reserve the right, at any time, to modify, suspend, or discontinue the Site with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site, except and if otherwise expressly set forth in these Terms.
No Support or Maintenance. You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Site.
Ownership of the Site. Excluding your User Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site, including the Site, are owned by us or our licensors. The provision of the Site does not transfer to you or any third party any rights, title or interest in or to the intellectual property rights. We reserve all rights not granted in this Agreement.
User Content. “User Content” means any and all information and content that a user submits to or posts on: (a) the Site and (b) on social networking sites where we have a page or presence. You will own your User Content, with the understanding that you agree that we may use and reproduce the User Content you make available on our social networking sites and on the Site. You are solely responsible for the User Content that you post, upload, link to or otherwise make available via the Service. We reserve the right to remove any User Content from the Service at our discretion.
The following rules pertain to User Content. By transmitting and submitting any User Content while using the Service, you agree as follows:
You understand and agree that any liability, loss or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your User Content. We do not, and cannot, pre-screen or monitor all User Content. However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Service.
License. You grant, and you represent and warrant that you have the right to grant, to us an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Site. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
Acceptable Use Policy. Your permission to use the Site is conditioned upon the following Use Restrictions and Conduct Restrictions: You agree that you will not under any circumstances:
post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive; use the service for any unlawful purpose or for the promotion of illegal activities; attempt to, or harass, abuse or harm another person or group; use another user’s account without permission; provide false or inaccurate information when registering an account; interfere or attempt to interfere with the proper functioning of the Service; make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure; use the Site or any of its contents to advertise or solicit, for any commercial purpose or to compete, directly or indirectly, with our Service; bypass any robot exclusion headers or other measures we take to restrict access to the Service or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data; orpublish or link to malicious content intended to damage or disrupt another user’s browser or computer.
Feedback. If you provide us any feedback or suggestions regarding the Site (“Feedback”), you assign to us all rights in the Feedback and agree that we will have the right to use the Feedback and related information in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.
Indemnity. You agree to indemnify and hold us (and our officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your User Content, (c) your violation of this Agreement; or (d) your violation of applicable laws or regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Links to Other Sites and/or Materials
Third Party Sites, Ads and Ad Networks. As part of the Service, we may provide you with convenient links to third party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). Users may also include links to their website or other Third-Party Sites on their listings. These links are provided as a courtesy to Service subscribers. We have no control over Third Party Sites and Third-Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third-Party Sites or Third Party Applications, Software or Content. If you decide to leave the Site and access the Third-Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.
Links to Our Site. You are permitted to link to our Site for non-commercial purposes, provided that you do so in a way that is fair and legal and does not damage our reputation. You may not link to our Site in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. You may not deep-link to any page of this site for any purpose whatsoever unless the link is expressly authorized in writing by us. We reserve the right to withdraw permission for any link.
Release. You release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injury, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Service users or Third Party Sites & Ads. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
THE SITE, INCLUDING THE SITE, ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SITE: (a) WILL MEET YOUR REQUIREMENTS; (b) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (c) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE OR (d) THAT THE SITE WILL BE TO YOUR SATISFACTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Limitation on Liability
IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
IN NO EVENT WILL CLEARQUERY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNTS YOU’VE PAID CLEARQUERY IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Term and Termination.
Subject to this Section, this Agreement will remain in full force and effect while you use the Site. We may (a) suspend your rights to use the Site (including your Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Site in violation of this Agreement. Upon termination of this Agreement, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account involves deletion of your User Content from our live databases. We will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of your User Content. Upon termination of this Agreement, all of the provisions will terminate except those that by their nature should survive.
We respect the intellectual property of others and ask that users of our Site do the same. In connection with our Site and in accordance with the Digital Millennium Copyright Act’s (“DMCA”), we have adopted and implemented a policy respecting copyright laws that provide for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
your physical or electronic signature; identification of the copyrighted work(s) that you claim to have been infringed; identification of the material on our Site that you claim is infringing and that you request us to remove; sufficient information to permit us to locate such material; your address, telephone number, and e-mail address; a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
Our designated Copyright Agent is:
Night Shift Development, Inc.
1775 Tysons Blvd.
McLean, VA 22102
Counter Notice Procedures
If you receive a notification from ClearQuery that material made available by you on or through the Site has been the subject of a Notification of Claimed Infringement, then you will have the right to provide ClearQuery with what is called a "Counter Notification." To be effective, a Counter Notification must be in writing, provided to Company's Designated Agent through one of the methods identified above, and include substantially the following information:
A physical or electronic signature of the subscriber;Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and The subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which Company may be found, and that the subscriber will accept service of process from the person who provided notification above or an agent of such person.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND CLEARQUERY HAVE AGAINST EACH OTHER ARE RESOLVED.
You and ClearQuery agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of our Terms of Service Agreement, your use of or access to the Site, or any products or services sold or purchased through the Site, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.
Choice of Law. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of Virginia, without giving effect to any principles that provide for the application of the law of another jurisdiction. Any action brought to enforce this Agreement will be brought in the Loudon Circuit Court in Virginia or the United States District Court for the Western District of Virginia and each party specifically submits itself to personal jurisdiction in those courts.
Claim Limitations. You agree that any cause of action arising out of or related to the Site must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
Changes to Agreement. This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Site. Any significant changes to this Agreement will be effective 30 days after posting such notice. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
Copyright/Trademark Information. Copyright © 2018 ClearQuery. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
Contact Information: ClearQuery
Last Updated: March 7, 2020