Terms & Conditions 

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These Terms of Service (“Agreement”) contain the terms under which ClearlyRated, Inc. and its Affiliates (collectively, “ClearlyRated”) provides its Services to you (“Subscriber”) and describe how the Services may be accessed and used.

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By placing an order for Services, clicking to accept this Agreement, or using or accessing any ClearlyRated Service, Subscriber agrees to all the terms and conditions of this Agreement.

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(a) Profile. ClearlyRated maintains an online public directory website of all U.S. and Canadian businesses known to ClearlyRated.Each business in the directory is represented by one or more profile pages that represent each brand and geographic based service area for the business.Any rights to access or modify a business Profile is only provided through a Subscription to ClearlyRated Services.

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(b) Service(s). Each ClearlyRated Service is described within the Service ordering process that Subscriber completes.ClearlyRated provides a variety of Services that can be subscribed to which are all subject to this Agreement.

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(a) Subscription Term.ClearlyRated Services are subscribed and billed on an annual (12 months) subscription basis (“Subscription”). Subscriber will be billed in advance the full amount of the annual subscription, depending on what subscription plan Subscriber selects when ordering a Subscription.

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(b) Fees and Payments.Subscriber agrees to pay to ClearlyRated any fees for each Service ordered or used, in accordance with the pricing and payment terms presented to Subscriber for that Service. Fees paid by Subscriber are non-refundable, except as provided in these Terms or when required by law.

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(c) Right to Suspend Services.ClearlyRated may suspend Subscriber’s use of all Services if Subscriber fails to pay all amounts due within 45 days of placing an order for Services.

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(d) No Early Termination; No Refunds. The Subscription Term will end on the expiration date provided when each Service is ordered and the Subscription cannot be cancelled early. ClearlyRated does not provide refunds if Subscriber decides to stop using any ClearlyRated Service during the Subscription Term.

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(e) Upgrading Subscription. Any upgrade in a Subscription will result in the new fees for the Subscription Term being charged and due immediately on upgrade. There will be no prorating for upgrades to a Subscription no matter what point in the Subscription Term the upgrade is done.

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(f) Downgrading Subscription. Any downgrade of Service during a Subscription Term is allowed, but will not result in a change in the fees for that Subscription Term and will not result in a refund, prorated or otherwise.Downgrading Service may cause the loss of features and ClearlyRated does not accept any liability for such loss.

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(g) Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. ClearlyRated may also terminate this Agreement for cause on thirty (30) days’ notice if ClearlyRated determines that Subscriber is acting, or has acted, in a way that has or may negatively reflect on or affect ClearlyRated, ClearlyRated prospects, or ClearlyRated customers. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

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(h) Effect of Termination or Expiration of Subscription. Upon expiration of an ordered Service or termination of this Agreement:

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(i) Subscriber’s right to access ClearlyRated Services terminate and Subscriber must promptly stop use of the applicable ClearlyRated Services.

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(ii) Subscriber’s right to access any Subscriber Data in any Service will cease and ClearlyRated may delete the Data at any time after 30 days from the date of termination.

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(iii) Any enhancements made to Subscriber’s Profile in connection with an ordered Service will revert to the state they were in prior to the Subscription.

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(g) Use and Limitations of Use. ClearlyRated grants to Subscriber a limited right to use the Services under this Agreement. Subscriber will not have any rights to the Services except as expressly granted in this Agreement. ClearlyRated reserves to itself and its licensors all rights to the Services not expressly granted to Subscriber in accordance with this Agreement. ClearlyRated and its licensors retain all copyright, patent, and other intellectual property rights in and to the Services.

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(h) Price Changes. ClearlyRated may change the fees charged for the Services at any time.However, a price change would only impact a new or renewed Subscription Term for the Service that received a price change and would not get applied to any existing Subscription Terms.

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(a) Definition of Confidential Information. For the purpose of this Agreement, “Confidential Information” means non-public information of ClearlyRated or Subscriber disclosed by either party to the other party, either directly or indirectly, in writing, digitally, orally or by inspection of tangible objects, or to which the other party may have access, which (i) a reasonable person would consider confidential or (ii) is marked “confidential” or “proprietary” or some similar designation by the disclosing party.

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(b) Confidentiality. ClearlyRated will only use and disclose Confidential Information in accordance with these Terms and the ClearlyRated Privacy Policy.

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(c) Security. ClearlyRated will store and process Confidential Information in a manner consistent with industry security standards. ClearlyRated has implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of all Confidential Information and to mitigate the risk of unauthorized access to or use of it.

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(d) Statistical Data. Subscriber acknowledges and agrees that ClearlyRated shall have the right to utilize data capture, syndication, and analysis tools, and other similar tools, to extract, compile, synthesize, and analyze any non-personally and non-Subscriber identifiable data or information resulting from Subscriber’s use of the Services (“Statistical Data”). Statistical Data may be collected by ClearlyRated for any lawful business purpose without a duty of accounting to Subscriber, provided that the Statistical Data is used only in an anonymized, aggregated form, without specifically identifying the source of the Statistical Data.

(a) Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND CLEARLYRATED DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.

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(b) Exclusion of Certain Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CLEARLYRATED, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF CLEARLYRATED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

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(c) Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF CLEARLYRATED, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS PAID BY SUBSCRIBER TO CLEARLYRATED FOR USE OF THE SERVICES AT ISSUE DURING THE 1 YEAR PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (B) US$500.00.

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(d) Indemnification. SUBSCRIBER WILL INDEMNIFY, DEFEND AND HOLD CLEARLYRATED HARMLESS, AT SUBSCRIBER EXPENSE, AGAINST ANY THIRD-PARTY CLAIM, SUIT, ACTION, OR PROCEEDING (EACH, AN "ACTION") BROUGHT AGAINST CLEARLYRATED, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS BY A THIRD PARTY NOT AFFILIATED WITH CLEARLYRATED TO THE EXTENT THAT SUCH ACTION IS BASED UPON OR ARISES OUT OF (A) UNAUTHORIZED OR ILLEGAL USE OF THE SERVICE BY SUBSCRIBER, (B) SUBSCRIBER NONCOMPLIANCE WITH OR BREACH OF THIS AGREEMENT, (C) SUBSCRIBER USE OF THIRD-PARTY PRODUCTS, OR (D) THE UNAUTHORIZED USE OF THE SERVICE BY ANY OTHER PERSON USING SUBSCRIBER USER INFORMATION.

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(a) Survival. The following sections will survive the termination of this Agreement: 2b, 2c, 2g, 2h, 3, 4, and 5.

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(b) Assignment. Subscriber may not assign these Terms without ClearlyRated's prior written consent, which may be withheld in ClearlyRated's sole discretion. ClearlyRated may assign these Terms at any time without notice to Subscriber.

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(c) Entire Agreement. These Terms constitute the entire agreement between Subscriber and ClearlyRated, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by Subscriber do not apply to the Services, do not override or form a part of these Terms, and are void.

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(d) No Waiver. A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.

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(e) Severability. If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.

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(f) Governing Law. All terms are governed by the laws of the State of Oregon (without regard to its conflict of laws provisions).

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(g) Jurisdiction. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of the state courts located in Multnomah County, Oregon, and the Oregon U.S. District federal court with respect to the subject matter of those terms.