CLEARlite End User License Agreement

Last Updated: December 11, 2017

Please read this License Agreement (“Agreement”) carefully before downloading this Software. This Agreement is between Clear Software Company (“Clear”) and you.

By downloading or installing Clear’s software (including the coding and programming needed to operate the software, collectively referred to as “Software”), you agree to be bound by the terms of this Agreement

  1. Intellectual Property.
    1. Ownership of Intellectual Property. Clear remains the sole owner of all right, title, and interest in the Software, including all intellectual property rights associated with the Software. Clear reserves all rights not granted under these terms. The Software is licensed, not sold, to you.
    2. Scope of License. Subject to the terms of this Agreement, Clear grants to you a non-exclusive, non-transferable, revocable (per the Termination section), royalty free, non-sublicenseable, and world-wide license to use and access the Software.
      1. This Agreement does not grant permission to you to use the trade names, trademarks, service marks, or product names of Clear.
      2. This Agreement does not grant you a license for any patents related to the Software.
      3. This Agreement does not grant you permission to misuse the Software. Examples of misuse include, without limitation, the following:
        1. Copy, modify, host, stream, sublicense, or resell the Software or its content for any reason;
        2. Enable or allow other parties to use or access the Software under your account information;
        3. Access the Software by any means other than through the means provided or authorized by Clear; or
        4. Attempt to disable, impair, or destroy the Software.
      4. Modifications to License. Clear may modify the royalty fee, or other rights granted, under the Agreement. In the event that any changes are made, Clear shall provide a thirty (30) day notice of all changes to you. You will then have the option to accept the new changes, or refuse the changes, thus terminating the Agreement.
  2. No Reverse Engineering.
    1. You shall not, and shall not enable others to, copy, decompile, reverse engineer, disassemble, attempt to derive the source code, decrypt, modify, or create derivative works of the Software or programs related to the Software.
  3. Representation & Warranties.
    1. Clear warrants that it has the authority to grant to you the rights granted under this Agreement. Except as expressly stated in this Agreement, nothing shall be construed as:
      1. Conferring any license or other right, by estoppel or otherwise, under any intellectual property right of Clear, except as herein expressly granted; or
      2. Making any warranty or representation obligating either you or Clear to defend, indemnify, or hold harmless any other third party from any suits, actions, claims or causes of action alleging infringement of, misappropriation of, or violation of any third party’s intellectual property rights; or
      3. Imposing on either you or Clear an obligation to bring or prosecute actions or suits against third parties for infringement.
  4. Disclaimers of Warranties.
    1. You hereby expressly acknowledge that the Software is provided “as is” and that other than as expressly stated in this Agreement, Clear does not:
      1. Extend any warranties or conditions of any kind, either express or implied, oral or written, including any warranty of merchantability or fitness for a particular purpose, safety, use for an intended or particular purpose, or freedom from defects;
      2. Make any representations; or
      3. Warrant or represent that the Software or any product utilizing any aspect of the Software will be free from any claims of infringement of any third party.
    2. You further expressly acknowledge that you use the Software at your own risk.
  5. Indemnification
    1. You will indemnify Clear from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your use of the Software, or your violation of this Agreement.
  6. Limitation of Liabilities
    1. In no event shall Clear be liable for any indirect, punitive, special, incidental, or consequential damages in connection with or arising out of this Agreement, or your use or inability to use the Software (including, without limitation, the loss of profits, loss of data, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any other economic loss), however it arises and on any theory of liability, whether in an action for contract, strict liability, or tort (including negligence) or other theory, whether or not Clear has been advised of the possibility of such damage and notwithstanding the failure of essential purpose of any remedy.
    2. Some jurisdictions do not allow the limitation of liability of incidental or consequential damages, so this limitation may not apply.
    3. Clear’s liability to you for all claims arising out of, or related to, any provision of this Agreement shall be limited to fifty U.S. dollars ($50.00). This limitation will apply even if Clear has been advised of the possibility of the liability exceeding the amount and notwithstanding any failure of essential purpose of any limited remedy.
  7. Term
    1. This Agreement shall become effective beginning on the date you first download or use the Software, and shall be binding unless or until an event described under the Termination section of this Agreement occurs.
  8. Termination.
    1. This Agreement and the rights granted under this Agreement can be terminated by either you or by Clear.
    2. Termination by you. You may terminate this Agreement by stopping your use of the Software at any time, for any reason. You may also terminate this Agreement if you refuse to accept any modifications to the license grant or royalty fee made by Clear, and termination shall occur upon the expiration of the thirty (30) day notice provided by Clear.
    3. Termination by Clear. Clear may automatically terminate this Agreement for the following:
      1. You fail to comply with any term(s) of this Agreement, and fail to cure such breach within thirty (30) days of becoming aware of such breach;
      2. You institute patent litigation against Clear, alleging that the Software infringes your patent(s); or
      3. Clear elects to discontinue the Software and computer programs related to the Software, after providing you with thirty (30) days’ notice of discontinuing the Software.
    4. In the event of any termination event under this Termination section, you agree to stop using the Software.
  9. Survival. Upon termination of this Agreement, your indemnification obligations, Clear’s warranty disclaimers, limitations of liabilities, and dispute resolution provisions of this Agreement will survive.
  10. Export Control Laws. The Software and your use of the Software are subject to U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of the Software. You agree to comply with all these laws, restrictions, and regulations.
  11. Dispute Resolution.
    1. Both you and Clear express the intention that all disputes in connection with this Agreement shall be settled through friendly negotiations.
    2. In the event that you and Clear cannot reach a settlement through friendly negotiations, the dispute shall be submitted to mediation in accordance with the World Intellectual Property Organization (WIPO) mediation rules. The place of mediation shall be located in Houston, Texas. The language to be used in the mediation shall be English.
    3. Any dispute, controversy, or claim arising under, out of, or relating to this Agreement, that cannot be resolved with mediation, shall be referred to and finally determined by arbitration in accordance with the WIPO arbitration rules. The arbitral tribunal shall consist of three arbitrators, one selected by Clear and one selected by you, and the two selected arbitrators shall then select a third arbitrator. The language that shall be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the law of the United States. The arbitration shall take place in Houston, Texas.
    4. Any award of the arbitral tribunal shall be final and binding. Both you and Clear undertake to comply fully and promptly with any award without delay and shall be deemed to have waived their right to any form of recourse insofar as such waiver can validly be made.
  12. Miscellaneous
    1. Notice. All notices required under this Agreement shall be deemed effective when made in writing. Notice to Clear shall be made via email to Notice to you shall be made to the email or postal address associated with your account.
    2. Governing Law. This Agreement is governed by the laws of the State of Texas and the intellectual property laws of the United States of America.
    3. No other rights. This Agreement shall not be construed to grant any rights by implication, estoppel, or otherwise, that are not granted through its express provisions.
    4. Severability. If any provision of this Agreement is held by a court to be contrary to the law, the remaining provisions of this Agreement shall remain in full force and effect, and shall be interpreted, to the extent possible, to achieve its purposes without the invalid, illegal, or unenforceable provision.
    5. Entire Agreement provision. The provisions of this Agreement constitute the entire agreement between Clear and you concerning the subject matter hereof.