----- Effective as of January 1, 2009 -----
ClearCenter provides ClearCARE Support Services for third-party service providers such as but not limited to ClearUnited, ClearCellular, ClearHealth, and ClearEnergy.
1. In this Service Agreement, "you", "your", and "Customer" refer to each customer and "us", "our", "we", and "Provider" refer to ClearCenter. This agreement explains the terms and conditions under which we will provide the services you order ("Service" or "Services").
2. No Warranties. Provider does not guarantee that Service will be provided without interruption. Provider does not guarantee quality or timeliness of Service, and will not be held liable for any losses in the event of a Service failure. PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THIS AGREEMENT.
3. Authorization / Prohibited Activities. Customer warrants that he/she has authorization to manage devices which Customers configures in the Service.
4. Term. You agree that the Agreement will remain in full force during the length of the term of your Services. Should you choose to renew or otherwise lengthen the term of your Services, then the term of this Agreement will be extended accordingly. This Agreement will remain in full force during the length of the term of your Registration. Should you choose to renew or otherwise lengthen the term of your Registration, then the term of this Agreement will be extended accordingly.
5. Limitation of Liability. You agree that our entire liability, and your exclusive remedy, with respect to any Services(s) provided under this Agreement and any breach of this Agreement is solely limited to the amount you paid for such Service(s). We and our contractors shall not be liable for any direct, indirect, incidental, special or consequential damages resulting from the use or inability to use any of the Services or for the cost of procurement of substitute services. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, our liability is limited to the extent permitted by law. We disclaim any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from data non-delivery or data mis-delivery; (3) loss or liability resulting from acts of God; (4) loss or liability resulting from the unauthorized use or misuse of your account identifier, password or host key; (5) loss or liability resulting from errors, omissions, or misstatements in any and all information or services(s) provided under this Agreement; (6) loss or liability resulting from the interruption of your Service. You agree that we will not be liable for any interruption of business, or any indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if we have been advised of the possibility of such damages. In no event shall our maximum liability exceed one hundred ($100) dollars.
6. Indemnity. You agree to release, indemnify, and hold us, our contractors, agents, employees, officers, directors and affiliates harmless from all liabilities, claims and expenses, and the directors, officers, employees and agents of each of them, including attorney's fees, of third parties relating to or arising under this Agreement, the Services provided hereunder or your use of the Services, including without limitation infringement by you, or someone else using the Service with your computer, of any intellectual property or other proprietary right of any person or entity, or from the violation of any of our operating rules or policy relating to the service(s) provided. When we are threatened with suit by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide those assurances may be considered by us to be a breach of your Agreement and may result in deactivation of your Services.
7. Account Misuse. In no event will ClearCenter be liable for any unauthorized use or misuse of your account number, host key or password. It is your responsibility to protect the information provided to you by ClearCenter.
8. Information. As part of the registration process, you are required to provide us certain information and to update us promptly as such information changes such that our records are current, complete and accurate.
9. Revisions. This agreement may be revised from time to time by Provider. Such revisions will be effective and binding from thirty (30) days after posting on
10. Severability. You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, that term or provision will be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining terms and provisions will remain in full force and effect.
11. Non-Agency. Nothing contained in this Agreement or the Dispute Policy shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties.
12. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Utah without regard to its conflict of laws principles. If any provision of this Agreement is invalid or unenforceable under applicable law, such provision will be modified or eliminated to the minimum extent necessary and the remainder of the provision, as well as the other provisions will continue in full force and effect. Failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.