Thank you for using the Cleer.tax website and associated content (hereinafter “Website”). Cleer, LLC (referenced as “we”, “us”, and “Cleer”) provides you (referenced as “you”, “user”, “viewer”, and “client”) with a limited license to use the Website subject to the terms and conditions contained within this Terms of Service Agreement (hereinafter “Agreement”). References to the Internal Revenue System may be referred to as the “IRS”.
This Website is intended to provide information and products to adults. This Website is not intended for children under the age of 16 to use without direct parental supervision. No one under the age of 16 may use the Website without the consent of their parent or legal guardian.
By using the Website, you manifest your assent and agree to be bound by this Agreement. If you do not agree to the terms and conditions contained within this Agreement, you must discontinue use of the Website immediately.CLEER reserves the right to suspend, replace, modify, amend, or terminate this Agreement at any time and within its sole and absolute discretion. In the event CLEER replaces, modifies, or amends this Agreement, the Last Updated date, located at the top of this Agreement, will change. Continued use of the Website after a change in the Last Updated date above will constitute manifestation of assent to an agreement with any replacement, modification, or amendment herein.
- User Warranties
By using the Website, you warrant that you are age sixteen (16) or above the age of majority within your legal jurisdiction or have the express permission of your parent or legal guardian, are of sound mind, and have the capacity to agree to and uphold the terms and conditions contained within this Agreement. If you use the Website on behalf of a business entity or other third party, you warrant that you express actual authority to act as an agent of that business entity and third party and, as a component of that agency, have the right and ability to agree to the terms of this Agreement on behalf of that third party or business entity.
- Limited License
You acknowledge and agree that the Website is the property of or is licensed by CLEER and is protected under United States and international law, including, but not limited to, intellectual property laws and other personal and proprietary rights. You acknowledge and agree that your use of the Website is limited by the license granted under the terms of this Agreement, and you expressly agree that you will not use the Website in any manner not expressly authorized under the terms of this Agreement. CLEER reserves all of rights not expressly granted through this Agreement.
CLEER provides you with a limited, non-exclusive, non-sublicensable, non-assignable, revocable, and royalty free license to use the Website for its customary and intended purposes. You are expressly prohibited from reproducing, preparing derivative works of, distributing copies of, publicly performing, and publicly displaying the Website.
- Acceptable Use Policy
You are expressly prohibited from using the Website to violate any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national or international, or to violate the rights of a third party, including, but not limited to, intellectual property rights, privacy rights, rights of publicity, or other personal or proprietary rights. Additionally, you are expressly prohibited from scraping, crawling, aggregating, hacking, performing denial of service attacks on, reverse engineering, or circumventing technological protection measures of the Website.
- User Generated Content
CLEER may provide you with the ability to upload, contribute, or transmit user-generated content to or through the Website through your User Account (collectively “User-Generated Content”). You warrant that your User-Generated Content will not (i) violate any law, statute, regulation, or ordinance, whether local, state, provincial, national, or international, (ii) violate any term or condition of this Agreement, or (iii) violate the rights of third parties, including intellectual property rights and any other personal or proprietary rights. By submitting User Generated Content to the Website, you grant CLEER a non-exclusive, irrevocable, royalty free, worldwide, and perpetual license to use your User-Generated Content for the customary and intended purposes of the Website. The customary and intended purposes of the Website may include, but are not limited to, fulfilling orders or displaying user reviews. By submitting User-Generated Content to the Website, you waive all moral rights or rights of publicity or privacy with respect to the User-Generated Content submitted to the Website. CLEER assumes no responsibility, and cannot be held liable for, the conduct of any User Account that submits User-Generated Content to the Website.
- Copyright Policy
The Website and its associated content and services are © 2022 Cleer.
If you believe that a user of the Website has infringed upon your copyright rights, you may provide us a notice of copyright infringement that complies with § 512 of the Digital Millennium Copyright Act.
Upon receipt of a notice that complies with this section, we will make a good faith attempt to notify the owner or uploader of the allegedly infringing content so that they can respond with a counter-notification.
This notice of copyright infringement must contain the following:
- The physical or electronic signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work(s) alleged to have been infringed;
- The location of the copyrighted work(s) on the Website;
- Your contact information, such as an address, telephone, fax number, or email address;
- A statement that you have a good faith belief that the use of the allegedly infringing content is not authorized by the copyright owner, its agent, or the law; and
- A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner.
If you are a Website user who believes that content subject to a notice of copyright infringement is not infringing, you may submit a counter-notification. This counter-notification must contain the following:
- Identification of the specific materials that have been removed from the Website;
- Your contact information, such as an address, telephone, fax number, or email address;
- A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of mistake or misidentification;
- A statement that you consent to the jurisdiction of the federal district court in which your address is located or in which we are located;
- A statement that you will accept service of process from the notifying party; and
- Your physical or electronic signature.
Notifications of copyright infringement and counter-notifications must be submitted to us at hello@Cleer.tax or via postal address to the following address:
Attn: CLEER LLC
2885 Sanford Ave. SW #14713
Grandville, MI 49418. USA
- Section 230 of the Communications Decency Act
You understand and agree that CLEER provides the Website as a service and will not be held liable for and takes no responsibility for any interactions by and between users of the Website. You understand and agree that CLEER is an interactive computer service as those terms are defined under Section 230 of the Communications Decency Act and that CLEER cannot be held liable for any commercial or personal torts in its role as a publisher of information provided by third parties. Though CLEER may edit, remove, or control the content submitted to and displayed through the Website by third parties, it will not be held liable for that content. The Website may contain links to third-party websites. The inclusion of such links does not imply approval or endorsement of the linked site by CLEER.
The user understands and agrees the CLEER has the sole discretion to post a review or user submission. If the user submission violates an entity or person’s rights protected under libel and defamation laws, CLEER reserves the right to investigate and act as it sees most proper, including but not limited to removal of the user submission.
- Products, Services, and Availability
Each order submitted to CLEER through the Website is an offer to CLEER to buy the service(s) listed in the order. When user purchases a product or service through the Website, CLEER will send an email confirming receipt of the order. Receipt of this email confirms that user has placed an order, and you understand and agree that this email does not constitute CLEER’s acceptance of your order until confirmation of services has been sent to you.
While CLEER strives to provide regular access to its services and Website, it is possible high volume and/or specific products may be unavailable at the time of your order. If this is the case, CLEER will contact you in a reasonable time frame to advise of the issue. You understand and agree that the availability of a product displayed through the Website does not guarantee that the service will be available at a certain date or time.
CLEER offers information and services to Users about tax compliance and laws. CLEER gives no guarantee or warranty that the Website’s information is accurate, up-to-date, or should be relied upon by the user. Any technical information found on the Website is for educational purposes only, and gives no legal advice, endorsement, treatment, or any other form of legal related services or consultation that requires a license. The Website is provided on and “as is” basis, meaning no user has any claim for breach of this Agreement in the event that the user obtains false, improper, or misleading information about any relevant medical professional.
For additional information on the services provided by CLEER, please see §§ 9-13, below. The descriptions of services provided in §§ 9-13 are only meant to be a baseline of expected services available, however, CLEER makes no guarantee that these services are all available at all times.
- Tax Services
Tax services are offered on a flat rate basis, with certain exclusions for more complex situations than cannot be accommodated via a flat rate service. Packages are priced based on gross income and/or expense amounts, measured by the greater of maximum annual turnover or maximum amount of intercompany payments. Any taxes, penalties, and interest due is not included in the tax return filing costs. If a client signs up for a package and their transactions and/or income and/or expenses exceed the amount of the package they purchased, they will be upgraded to the appropriate package and invoiced the difference. Base packages do not include tax returns for foreign subsidiaries, reporting of foreign financial accounts, complex basis adjustments, changes in accounting methods or tax year, bookkeeping services, reporting payments made by companies such as those to independent contractors, dividends, or interest payments, and other certain exclusions. These services, if needed, are available at an additional charge. Guarantees on tax service work is limited to errors made by CLEER, any errors related to information not provided to CLEER at time of tax engagement will incur additional charges to the client in order to resolve. CLEER maintains the exclusive right to determine if an error was made by CLEER or via other means. If CLEER finds that the error was not made by CLEER and its employees, then the additional charges will apply to the User’s service.
Bookkeeping services are offered solely on a monthly basis, annual contracts for packages of services are available for a discounted rate. Package limitations are set based on expenses or numbers of transactions, depending on the type of package. Exceeding the package limit for two months will trigger the need to adjust to the next lowest priced package. Prior year accounting on a look-back basis is available to tax-only clients, priced on a per-month basis of services provided at the monthly rate. The cost of look-back services does not include any of the other bookkeeping package benefits such as tax returns or consultation calls. We do not log in to third-party accounts- we are not added to bank accounts to check balances, providing bank statements is the responsibility of the client and we will not access accounts on a third-party website. The only third-party account we allow access to for bookkeeping purposes is to access Stripe to confirm payment and fee amounts. Additional bookkeeping work outside the scope of the package is available at the rate of $150 per hour. Guarantees on bookkeeping services are limited to errors made by CLEER. Any errors related to information not provided at time of the monthly services being provided may incur additional charges for correction. CLEER maintains the exclusive right to determine if an error was made by CLEER or via other means. If CLEER finds that the error was not on the part of any employee or agent of CLEER, then the additional charges will apply to the User’s service.
- Delaware Franchise Tax
By engaging CLEER for Delaware Franchise Tax filing purposes the client agrees that they will allow us to access the Delaware state website on their behalf. The franchise tax payment and any penalties and interest incurred are additional to the cost of the service. After completing the information to prepare the return, our team will send a one-time access code for the client to go in and complete the engagement by finalizing and paying the tax due. If the tax is not paid at the time of submission, the service will be nullified and the full price for an additional service fee will result. In order to file Delaware Franchise Tax with optimum results, you may need additional legal services outside the scope of CLEER’s services. If necessary, a referral will be made and any cost involved in these additional legal services is the responsibility of the client.
CLEER consultation services are available as an additional service Consultations are intended to discuss general tax matters and are not to be construed as legal advice. Written opinions and summaries after the call are not provided, as the amount of research time in a one-hour consultation is not sufficient to prepare a position that addresses all potential factors that could affect a tax situation. If an opinion letter is warranted there will be an outside referral to obtain additional legal support, and CLEER cannot be held responsible for the results of services provided by third party recommendations or expected to cover the cost of these services.
CLEER representation services are limited to phone and mailed letter support, we do not directly provide support for examinations, appeals, or tax court controversies. IRS representation services are only available for years of tax returns that CLEER has prepared. Furthermore, we cannot guarantee any outcomes as there are many complex aspects to representation agreements that can make working with the IRS challenging, and we cannot guarantee a favorable outcome. By electing to use representation services you are agreeing to promptly provide CLEER with all IRS communications received and to respond to informational requests from CLEER within one week. We are not able to promise timelines of resolution of any issues because the IRS staffing is beyond our control. With phone representation we will try calling the IRS at least one time each week during periods where phone support from the IRS is not available, but it is not our responsibility to call daily and wait on hold for hours on end. The IRS typically responds only by mailed letters and it is the taxpayer’s responsibility to keep their address on file updated. CLEER will not receive communications on behalf of the taxpayer, it is the client’s responsibility to check mail and send CLEER all letters.
Any failure to comply with the requirements set forth above for representation services may result in harm to the client. Failure to comply with disclosing proper information or consenting to proper representation will exclusively fall on the responsibility of the user. CLEER may not be held liable for any actions taken, or not taken, by user that harm user in CLEER’s attempt to represent user.
Payment for all orders placed through the Website must be made at the time of ordering. You agree that you will pay all applicable taxes or charges imposed by any governmental entity anywhere in the world in connection with your use of the Website or purchase of goods through the Website. All costs and fees are quoted and payable in United States Dollars and you acknowledge and agree that CLEER is not responsible for any foreign transaction fees or other fees charged to you by your financial institution or by CLEER’s payment processor. You agree that you will not initiate any chargebacks to CLEER unless otherwise authorized by CLEER in writing. You understand and agree that you will be responsible and required to pay for any costs associated with any chargebacks that you have initiated against CLEER.
You agree that you will pay all taxes assessed by governmental bodies, whether local, state, provincial, national, or international, associated with your use of the Website. CLEER will report as income all payments received from you to CLEER to all proper taxing authorities.
CLEER maintains the exclusive right to determine if refunds shall be issued. It is up to the discrepancy of CLEER to offer refunds in circumstances where services are not provided because of clients’ failure to provide full information or client’s refusal to continue services based on disagreements regarding tax positions taken by CLEER. Refunds for bookkeeping packages that include multiple services bundled together will be prorated based on services provided at the monthly rates and full-priced services as listed on the CLEER website at the time of cancellation. Remaining amounts after all services utilized have been discounted from the full price will be issued as a refund to the original payment source within fourteen (14) days of cancellation request.
- IRS Penalties
CLEER is not responsible for penalties incurred by client unless solely because of an error made by CLEER. CLEER shall maintain the exclusive right to determine if CLEER was at error that cause the IRS penalty. Clients not providing us timely and completed information, not providing details, not registering with a state tax office, and not requesting an extension are all events that will not create liability for CLEER to cover penalties related to this. CLEER will not be liable for any penalties related to failure to file international information returns. It is the duty of the client to thoroughly review all returns filed for accuracy, and to inform CLEER promptly or any errors therein.
- Efile Limitations
By requesting services with CLEER you are authorizing us to email certain documents on your behalf. The IRS typically allows efiling only of the past three years’ worth of tax returns, any late or amended returns that need to be filed outside this period will not be able to be efiled. Furthermore, the IRS typically suspends efiling in November and reopens in January, and efile is unavailable during this time period. While CLEER takes all reasonable steps to minimize efile disruptions and ensure everything is filed completely and accuracy, there are risks involved that the transmission may not be completed or all information may not transfer and later correspondence with the IRS will be required to complete the filing process. Furthermore, any payments made through the efile system must be verified by clients to make sure they processed properly within a two-week time period after the submission of the tax returns. CLEER cannot be held responsible for any delays or penalties that accrue due to limitations in efiling, tax software errors on software not developed by CLEER, or errors incurred within the IRS efile system. CLEER has no authority or control over the IRS efile system, and you acknowledge that you will hold CLEER harmless in the event the IRS efile system is in error or shut down.
- Faxing of Information
By requesting services with CLEER you are authorizing us to fax certain documents on your behalf. Certain tax returns are required to be faxed to the IRS for submission, including full tax returns after signature for foreign owned disregarded entities, such as an LLC owned by a single non-US individual or company. The fax confirmation is the only confirmation received proving that these documents were submitted, and the IRS does not quality check these submissions as in the efile submissions system. Fax communications are also often used to provide documents to the IRS during representation calls, and by engaging CLEER for representation purposes you are granting CLEER express authorization to fax your sensitive personal information to IRS phone representatives.
- Mailing Services
By requesting services with CLEER, you are authorizing us to mail certain documents on your behalf on an as-needed basis. Efiling of tax returns and other documents is included in the base price of services. If anything needs to be mailed out then the client will be responsible for mailing this directly. If they want CLEER to mail on their behalf an additional mailing fee will apply. Not all forms are eligible for mailing and there are limitations to the types of forms CLEER can mail as some forms require wet signatures or additional supporting documents to be attached when mailed.
- Phone Support
In order to keep prices and overhead low, CLEER does not provide call center support for clients. We provide complementary consultation calls for bookkeeping contracts subscribed to the “We Do It For You” and higher packages. Details of these packages and benefits/inclusions can be found on the Website’s product and pricing pages. For security purposes, all consultation calls are held via a web app service, and no clients are called directly by phone. To schedule a consultation, please reach out to the assigned bookkeeping accountant or Customer Success Team and they will advise if it is complementary or the fee for the service. Consultations are scheduled a minimum two days in advance, and up to three weeks during peak times. Urgent and time-sensitive matters should be addressed via email.
- Partner Policy
Clients who sign up through a partner referral are granting access to CLEER sharing limited information about the types of products purchased, the stage of completion, and the names and contact information of the company and partners. Client also grants us permission to reach out to referring partner to obtain any information CLEER needs to complete services. Application Programming Interface (“API”) access will be limited to non-sensitive information and only for clients who have authorized access. For partners, there may be limitations to the number of calls available, and information may not be constantly updated based on this.
Sometimes it is necessary for CLEER to provide referrals to outside service providers such as legal services, representation, or tax professionals who specialize in a certain area of practice. By making this recommendation, CLEER is not endorsing this service provider and use of this provider is voluntary on behalf of the client. CLEER cannot be held responsible for any errors or delays in service related to services provided outside of CLEER.
- Cyber Security
CLEER is taking all reasonable steps to secure your information from cyber-attacks or data breaches. In the case of a data breach, we will inform the affected Clients within 48 hours of becoming aware of the issue. It is recommended that all tax clients obtain Identity Protection pins from the IRS to secure their personal tax accounts and to prevent anyone filing a false tax return under their social security number and/or EIN. Please be advised that the IRS never sends informational requests via email and/or phone. Be wary of giving personal and financial information via phone and email. It is CLEER policy not to accept any sensitive documents via email. We require all documents to be uploaded to our secure folder systems. Furthermore, it is not CLEER policy to request any personal information over the phone.
Client grants information for CLEER to share with the IRS and state tax departments through an online efile system. Transfer of sensitive information should only take place through the secure file storage system (Box) or other secure file sharing portal and/or through secure e-signature applications. Email is and should not be not be used for sending sensitive data. CLEER will not access any information through third party portals or Client’s bookkeeping software, with the exception of bookkeeping clients of CLEER connected to Xero. It is the client’s responsibility to provide all documents needed for tax return preparation to CLEER in the secure file. Communications with clients are protected under accountant-client privilege. This privilege means that we cannot be compelled to disclose confidential communications made during consultations. However, this privilege is limited to civil investigations and is not valid during IRS criminal investigations. CLEER will comply with any court order, maintaining proper jurisdiction, for any disclosure of information.
- User Accounts
CLEER may provide Clients with the ability to create a user account, either through a CLEER-developed portal, or through a supported third-party vendor engaged by CLEER, which may provide Client access to view protected areas and products through the Website (hereinafter “User Account”). A User Account may be created by providing information to CLEER upon purchase of services and/or when Client voluntarily creates an account utilizing third-party services provided by CLEER.
CLEER reserves the right to suspend or terminate any User Account at any time and in its sole and absolute discretion, including, but not limited to, for a violation of any term or condition of this Agreement.
When accessing User Account, Client warrants and agrees that, on behalf of Client’s company and past, present, and future agents, servants, employees, representatives, and attorneys, Client will hold the terms of all CLEER pricing and products confidential and will refrain from distributing CLEER proprietary information to any third parties except: (a) as may be required pursuant to a court order or other lawful process; or (b) as may be required by applicable law (including tax laws and regulations). This confidentiality provision will not extend to any pricing or inventory information that is now or may in the future become generally available to the public through no improper action or inaction by CLEER or its affiliates, agents, consultants, or employees. Client and CLEER acknowledge and agree that a violation of this confidentiality obligation would cause CLEER irreparable harm not compensable by monetary damages. Accordingly, in the event of an actual or threatened violation of your confidentiality obligations under this section, CLEER will be entitled to temporary, preliminary, and permanent injunctive relief, without the necessity of filing a bond. Additionally, in the event of Client actual violation of these confidentiality obligations, CLEER will be entitled to recover against Client (a) actual monetary damages; and (b) in all events where liability is established, the reasonable attorneys’ fees and costs incurred in connection with establishing liability.
- Third Party Links
You acknowledge and agree that the Website may contain links to third party websites or content that CLEER does not own or control. You are advised to review the terms and conditions of any third-party websites or content linked to through the Website, and you agree that CLEER will not be responsible for websites not under the ownership or control of CLEER.
- Term and Termination
The term of this Agreement will begin upon Client’s first access of the Website and will continue until the earlier of the following: (i) CLEER terminates Client access to the Website; (ii) Client ceases using the Website and terminates their User Account, or (iii) notification to CLEER, via writing, that Client wishes to terminate contractual relationship with CLEER, so long as it does not breach any other term of this Agreement. CLEER reserves the right to terminate the Website or Client access to the Website in its sole and absolute discretion and without prior notice.
User acknowledges and agrees that any and all trademarks, trade names, design marks, or logos displayed on the Website by CLEER, common law or registered trademarks owned by or licensed to CLEER, or any other marks used in connection with service or products. Users are expressly prohibited from using the trademarks of CLEER to cause confusion in, to cause mistake in, or to deceive consumers, or from falsely designating the origin of, the source of, or the sponsorship of goods or services. Users are further prohibited from using the trademarks of CLEER in domain names, in keyword advertisements, to trigger keyword advertisements, or in meta tags. All other trademarks, trade names, design marks, or logos are the property of their respective owners.
- Americans with Disabilities Act Accessibility Policy
We are happy to accommodate users with special needs or requirements. CLEER is committed to providing its employees and the public, including persons with disabilities, with access to the Website and its related information and products. In designing the website, CLEER makes reasonable efforts to comply with the WCAG 2.1 Level AA web accessibility standards. CLEER utilizes Wave and its associated Automated AI powered accessibility solution. The Website has been designed to reach the widest audience possible, but, if a user has difficulty viewing the Website, using the Website, or performing any transaction through the Website, please contact CLEER at info@Cleertax.com.
- Disclaimer of Warranties and Limitation of Liability
USER ACKNOWLEDGES AND AGREES THAT THE WEBSITE AND ANY PURCHASED SERVICES, PRODUCTS OR FREE DEMOS ARE PROVIDED ON AN “AS-IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND NON-INFRINGEMENT. WHEREVER PERMITTED BY LAW, USER ACKNOWLEDGES THAT CLEER WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS, AND ATTORNEYS' FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE WEBSITE OR DOWNTIME. USER ACKNOWLEDGES THAT USE OF THE WEBSITE IS AT THEIR SOLE RISK AND THAT CLEER’S LIABILITY IS LIMITED TO THE AMOUNT PAID TO USE THE WEBSITE OR $1000, WHICHEVER IS LESS.
CLEER EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY DAMAGE, INJURY, HARM, COST, EXPENSE, OR LIABILITY ARISING OUT OF OR RELATED TO USE OR MISUSE OF SERVICES PURCHASED THROUGH THE WEBSITE OR SERVICES ADVERTISED. EXCEPT FOR THE WARRANTIES SPECIFICALLY STATED IN THIS AGREEMENT, SERVICES PURCHASED THROUGH THE WEBSITE ARE PROVIDED WITHOUT EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PUPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, OR QUALITY. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF USER IS LOCATED IN SUCH A JURISDICTION, YOU ARE ADVISED TO SEEK LEGAL ADVICE TO DETERMINE IF THIS EXCLUSION APPLIES TO YOU.
CLEER WILL NOT BE LIABLE UNDER ANY LEGAL THEORY, WHETHER IN WARRANTY, CONTRACT, STRICT LIABILITY, TORT, OR NEGLIGENCE, FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES OF ANY KIND ARISING OUT OF OR RELATED TO USE OR MISUSE OF SERVICES PURCHASED THROUGH THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, DAMAGE TO PROPERTY, LOSS OF BUSINESS, LOSS OF INCOME, DEATH, PERMANENT OR TEMPORARY DISABILITY, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNATIVE DAMAGES, OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE. USER ACKNOWLEDGES THAT USE OF SERVICES PURCHASED OR SERVICES ADVERTISED THROUGH THE WEBSITE IS AT THE SOLE RISK OF USER. CLEER’S LIABILITY IS LIMITED TO THE AMOUNT PAID FOR SERVICE OR $1000, WHICHEVER IS LESS.
User agrees to indemnify, defend, and hold harmless CLEER, its officers, shareholders, directors, employees, subsidiaries, affiliates, and representatives from any and all losses, including, but not limited to, costs and attorneys' fees, arising out of or related to (i) use of the Website, (ii) purchase of products or services through the Website; (iii) use or misuse of products or services obtained through the Website; (iv) your User Generated Content; (v) violation of any term or condition of this Agreement; (vi) violation of the rights of third parties, including, but not limited to, intellectual property rights or other personal or proprietary rights; and (vii) violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national or international. User obligation to defend CLEER will not provide user with the ability to control CLEER’s defense, and CLEER reserves the right to control its defense, including its choice of counsel and whether to litigate or settle a claim subject to indemnification.
- Resolution of Disputes and Governing Law.
This Agreement will be governed by and interpreted in accordance with the laws governed by the State of Michigan without regard to the conflicts of laws rules thereof.
USER AND CLEER AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT OR CONCERNING THE VALIDITY, INTERPRETATION, BREACH, VIOLATION, OR TERMINATION OF THIS AGREEMENT. THIS ARBITRATION WILL BE HELD IN KALAMAZOO COUNTY, MICHIGAN, UNITED STATES AND WILL BE HELD IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATOR WILL DECIDE THE CLAIM ON THE BASIS OF THE LEGAL PRINCIPLES AND LAWS OF THE STATE OF MICHIGAN AND WILL HAVE THE DISCRETION TO AWARD ALL COSTS AND ATTORNEYS’ FEES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY’S REASONABLE ATTORNEYS’ FEES. USER AND CLEER AGREE THAT THE DETERMINATION OR AWARD OF THIS ARBITRATOR MAY BE ENTERED AS A JUDGEMENT IN ANY COURT THAT HAS JURISDICTION OVER THE SUBJECT MATTER OF THE DISPUTE. USER AND CLEER AGREE THAT THE PARTIES WILL BE REQUIRED TO BE PRESENT WITHIN THE STATE OF MICHIGAN IN ORDER TO PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT. USER AND CLEER HEREBY AGREE TO SUBMIT TO THE EXCLUSIVE PERSONAL AND SUBJECT MATTER JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.
Notwithstanding the foregoing, both parties retain the right to file any claim that is not a class action and which is properly within the limited jurisdiction of a small claims court within small claims court.
Both parties understand and agree that they explicitly waive their rights to participate as a class representative or a class member in any class action lawsuit or arbitration proceeding arising out of or in relation to this Agreement. Both parties also explicitly waive any right to assert consolidated claim with respect to any lawsuit or arbitration proceeding that may arise out of or in relation to this Agreement.
Both parties understand and agree that their liability under the terms of this Agreement shall not exceed $1,000. Both parties understand and agree, and explicitly waive, that the arbitrator of any claim or dispute arising out of or in relation to this Agreement will be prohibited from granting consequential, special, indirect, incidental, punitive, or exemplary damages.
BOTH PARTIES UNDERSTAND AND AGREE THAT ALL DISPUTES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE ON WHICH THE DISPUTE AROSE. THE PARTIES EXPLICITLY WAIVE ANY AND ALL STATUTE OF LIMITATIONS OR TIME BARS.
- Force Majeure
CLEER cannot be held responsible for service disruptions or IRS communications issues due to Acts of God, Severe Weather Incidents, and Pandemics. If any disruption occurs on our end, we have emergency plans that include requirements to inform clients who may be affected within 48 hours of CLEER becoming aware of the incident.
The representations, warranties, duties, and covenants made by you under this Agreement will survive the termination of this Agreement, User Account, or the Website, including, but not limited to, user and/or Client duty to indemnify and defend CLEER.
In the event any term or condition of this Agreement is deemed invalid or unenforceable, the remaining terms and conditions of this Agreement will remain in full force and effect.
This Agreement will be deemed to have been drafted by both parties, and the terms and conditions of this Agreement will not be interpreted against its drafter.
Users and/or Clients are expressly prohibited from assigning their rights and duties under this Agreement. CLEER reserves the right to assign its rights and duties under this Agreement, including in a sale of CLEER or its Website.