Terms of Service
OVERVIEW This website is operated by Blerron. Throughout the site, the terms “we”, “us” and “our” refer to Blerron. Blerron offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink.
These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service. Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes. Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.
SECTION 1 - ONLINE STORE TERMS By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site. You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws). You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 - GENERAL CONDITIONS We reserve the right to refuse service to anyone for any reason at any time. You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk. This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES Prices for our products are subject to change without notice. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 - PRODUCTS OR SERVICES (if applicable) Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy. We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate. We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors. You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. For more detail, please review our Returns Policy.
SECTION 7 - OPTIONAL TOOLS We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
SECTION 8 - THIRD-PARTY LINKS Certain content, products and services available via our Service may include materials from third-parties. Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments. We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 - PERSONAL INFORMATION Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy.
SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 - PROHIBITED USES In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable. You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you. You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. In no case shall Dore & Rose, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 - INDEMNIFICATION You agree to indemnify, defend and hold harmless Blerron and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 - SEVERABILITY In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 - TERMINATION The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 - ENTIRE AGREEMENT The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service). Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 - GOVERNING LAW These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Netherlands.
SECTION 19 - CHANGES TO TERMS OF SERVICE You can review the most current version of the Terms of Service at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 - CONTACT INFORMATION Questions about the Terms of Service should be sent to us at support@blerron.com.
Masen Eibergseweg 15 7156 NR Beltrum Gelderland, the Netherlands
MICROSOFT CLARITY - TERMS OF USE
PLEASE READ THE “BINDING ARBITRATION AND CLASS ACTION WAIVER” SECTION BELOW. IT AFFECTS HOW DISPUTES ARE RESOLVED.
These Microsoft Clarity Terms of Use (these “Terms”) are an agreement between You and Microsoft Corporation (or one of its affiliates) (“Microsoft”). They apply to Microsoft’s Clarity service (the “Offering”), and any updates to the Offering (except to the extent such updates are accompanied by new or additional terms, in which case those different terms apply prospectively and do not alter Your or Microsoft’s rights relating to a pre-updated version of the Offering). As used in these Terms and unless separately identified as applicable to either an individual or entity, “You” and “Your” refer to both you individually and the entity on behalf of which You are entering into these Terms.
BY CLICKING THE “ACCEPT” BUTTON“” OR OTHERWISE ACKNOWLEDGING YOUR ACCEPTANCE OR USING THE OFFERING, YOU (A) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE; AND (II) IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF SUCH ENTITY AND BIND SUCH ENTITY TO ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, MICROSOFT WILL NOT AND DOES NOT LICENSE TO YOU OR OTHERWISE GIVE YOU ACCESS OR USE RIGHTS WITH RESPECT TO THE OFFERING, AND YOU MUST NOT DOWNLOAD, INSTALL, OR OTHERWISE USE THE OFFERING.
1. INSTALLATION AND USE RIGHTS.
a) General. Subject to Your ongoing compliance with these Terms, Microsoft gives You a nonexclusive, nontransferable, nonsublicensable, revocable and limited right to access and use the Offering for internal business purposes.
b) Use Requirements. Your use of the Offering is subject to the following, and You warrant to Microsoft the same:
i. You will use the Offering solely for analytics purposes such as experimenting on Your website and A/B testing. You will not use the Offering to create user profiles.
ii. You will not use the Offering in connection with content which may contain sensitive user materials, such as health care, financial services or government-related information.
iii. You will comply with all applicable laws, rules and regulations related to Your access and use of the Offering, including but not limited to privacy and security laws (as detailed further in Section 4).
c) Third Party Software. The Offering may include third party applications that Microsoft or the applicable third party offers You under these Terms as part of the Offering. Your use of such third party applications is subject to full compliance with the applicable terms of such third party applications.
d) Open Source Components. The Offering may contain third party copyrighted software licensed under open source licenses with source code availability obligations. Copies of those licenses are included in the “ThirdPartyNotices” file or other accompanying notices file.
2. TERM AND TERMINATION.
a) Term. These Terms are effective on Your acceptance and may be terminated by Microsoft in its sole discretion for any or no reason per Section 9, “Changes to the Offering.” Microsoft may extend these Terms in its discretion.
b) Access to data. You may not be able to access data used in the Offering when it stops running or when these Terms terminate.
3. FEEDBACK. If You give feedback about the Offering to Microsoft, You give to Microsoft, without charge, the right to use, share and commercialize Your feedback in any way and for any purpose. You will not give feedback that is subject to a license that requires Microsoft to license its software or documentation to third parties because Microsoft includes Your feedback in them. These rights survive these Terms.
4. DATA PROTECTION.
4.1. Definitions.
a) “Controller” means the natural or legal person, public authority, agency or any other bodywhich alone or jointly with others determines the purposes and means of the Processing of Personal Data.
b) “Data Protection Law” means any law, rule, regulation, decree, statute, or other enactment, order, mandate or resolution, applicable to You or Microsoft, relating to data security, data protection and/or privacy, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and the free movement of that data (“GDPR”), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.
c) “Personal Data” means any data or information that constitutes personal data or personal information under any applicable Data Protection Law, including any information relating to a natural person.
d) “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data.
e) “Processing” means any operation or set of operations that is performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction. “Process” and “Processed” will have a corresponding meaning.
f) “Sensitive Data” means Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person's sex life or sexual orientation.
4.2. Description of the Data Processing Activities.
a) Subject Matter of the Processing: Information, including Personal Data, that the parties Process in connection with the Offering.
b) Duration of the Processing: The parties will Process Personal Data consistent with the duration of these Terms.
c) Nature and Purpose of the Processing: The Offering will enable You to analyze the activity and characteristics of Your websites and users of Your websites, for example, capturing data about user mouse movements and performance data about specific web pages.
d) Type of Personal Data Implicated by the Processing: The Offering assigns a unique user ID to each user. Any information associated with that user ID is Personal Data. Microsoft may collect statistical data about Your use of the Offering.
e) Categories of Individuals Affected by the Processing: Individuals who access Your websites that have integrated the Offering. The parties may also Process the Personal Data of their respective employees in the course of using the Offering.
4.3. Data Security. With respect to confidential information, including Personal Data, and any aggregated data that the parties may create from Personal Data, the parties will implement reasonable physical, technical, and organizational security controls to prevent or mitigate the effect of a breach of security that could or did cause the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, such confidential information or aggregate data. When the parties choose security controls, they will take into account the state of the art; cost of implementation; the nature, scope, context, and purposes of Personal Data Processing; and the risk to individuals of a security incident or breach affecting confidential information or aggregate data.
4.4. Data Processing Obligations.
a) Compliance with Law. The parties will comply with Data Protection Law.
b) Privacy Policies. Each party will maintain a privacy notice that complies with Data Protection Law, and such privacy notice will effectuate, and take into account, these Terms. Your privacy notice will disclose that third parties such as Microsoft may collect Personal Data from individuals visiting Your websites and offer appropriate opt-out choices as required by Data Protection Law. You will disclose in your privacy notice the fact that Microsoft collects or receives Personal Data from you to provide Microsoft Advertising, and provide a link to the Microsoft Privacy Statements: https://privacy.microsoft.com/en-us/privacystatement.
c) Status of the Parties; Data Uses.
i. You and Microsoft are independent Controllers of the Personal Data Processed in connection with the Offering. The parties agree that neither of them are a “processor,” “service provider,” or equivalent status under Data Protection Law in connection with the Offering. The parties agree that they are independently responsible under Data Protection Law for the Personal Data they may receive from each other in connection with their performance of these Terms.
ii. You will not knowingly disclose Personal Data that includes Sensitive Data to Microsoft.
iii. Microsoft may use the Personal Data it collects in connection with the Offering for any purpose in accordance with the Microsoft Privacy Statement, including to provide the Offering; improve Microsoft’s products and services, including reporting and performance analysis; and create user profiles for purposes that include advertising. Microsoft may also use nonpersonal data it collects in connection with the Offering to provide and improve Microsoft’s products and services.
d) Lawful Basis of Processing. To the extent that You are required by Data Protection Laws to have a lawful basis of Processing Personal Data, such as consent or legitimate interests, Your Processing of Personal Data will be consistent with that lawful basis. If Your lawful basis of Processing is consent, You will obtain consent consistent with applicable Data Protection Law and the scope of the consent you obtain will enable Microsoft to use the Personal Data it collects for the purposes described in this Section. For example, for individuals in the European Union, you must obtain consent for your use of cookies or other local storage, retain records of consent, and provide individuals with a clear means to revoke consent.
e) Cooperation. The parties will make commercially reasonable efforts to assist each other, upon request, to make information available necessary to demonstrate compliance with Data Protection Law, respond to inquiries from governmental entities, and respond to requests from individuals to exercise rights afforded to them under Data Protection Law.
f) Security Incidents. You will notify Microsoft without undue delay upon becoming aware of a Personal Data Breach affecting the Personal Data in connection with these Terms.
4.5. Conflict with Other Data Protection Terms. To the extent you have entered into a separate Microsoft Advertising Agreement, in the event of any conflict between this Agreement and the Microsoft Advertising Agreement, these Terms will prevail.
5. SCOPE OF LICENSE. The Offering is licensed, not sold. Microsoft reserves all other rights. You will not (and have no right to):
a) work around any technical limitations in the Offering that only allow You to use it in certain ways;
b) reverse engineer, decompile or disassemble the Offering;
c) remove, minimize, block, or modify any notices of Microsoft or its suppliers in the Offering;
d) use the Offering in any way that is against the law or to create or propagate malware; or
e) share, publish, distribute, or lend the Offering, provide the Offering as a stand-alone hosted solution for others to use, or transfer the Offerings or this agreement to any third party.
6. EXPORT RESTRICTIONS. You must comply with all domestic and international export laws and regulations that apply to the Offerings, which include restrictions on destinations, end users, and end use. For further information on export restrictions, visit http://aka.ms/exporting.
7. SUPPORT SERVICES. Microsoft is not obligated under these Terms or otherwise to provide any support services for the Offering. Any support provided is “as is”, “with all faults”, and without warranty of any kind.
8. UPDATES. The Offerings may periodically check for updates, and download and install them for You. You may obtain and will use updates only from Microsoft or authorized sources. You agree to receive these automatic updates without any additional notice. Updates may not include or support all existing Offering features, services, or peripheral devices.
9. CHANGES TO THE OFFERING. Microsoft may change (including by removing features, adding or removing source types, or charging additional fees for features previously provided free or at different rates), update, enhance or modify the Offering at any time and may require You to obtain and use the most recent versions. Modifications may affect your ability to use the Offering and may require You to change (at Your sole cost) the way You previously used it. If any modification is unacceptable to You, Your only recourse is to stop using the Offering. Your continued use of the Offering following any update or change to the Offering will constitute Your binding acceptance to the update or change. Microsoft will not be liable for any costs that You incur, or for lost profits or damages of any kind related to any such modification. Microsoft may cancel or suspend Your use of the Offering or our provision of the Offering partially or in its entirety at any time. Microsoft’s cancellation or suspension may be without cause, without notice, or both. Upon cancellation, Your right to use the Offering will cease immediately.
10. FEES AND PAYMENTS. Microsoft may charge fees for use of or access to some or all of the Offering. If Microsoft decides to charge, or charge additional or lesser fees for the Offering, such fees and additional terms and conditions will be disclosed to You prior to the effective date when such fees or requirements would be imposed. If You do not agree to such modifications, then You must stop using the Offering. If You do not stop using the Offering, Your use of the Offering will continue under the modified contract.
11. YOUR RESPONSIBILITY. You will indemnify and hold Microsoft (and its directors, officers, affiliates, and agents) harmless from and against any and all loss, liability, and expense (including reasonable attorneys’ fees and costs) suffered or incurred by reason of any claims, proceedings, or suits based on or arising out of any breach (or alleged breach) by You of these Terms or any part of it, or that otherwise relates to Your website(s), Your application(s), or Your use of the Offering. You are responsible to defend any claim using mutually-agreed counsel, subject to Microsoft’s right to participate with counsel it selects, and You will not publicize any claim or agree to any settlement that imposes any obligation or liability on Microsoft (or its directors, officers, affiliates, and agents) without Microsoft’s prior written consent, such consent provided by Microsoft in its sole discretion.
12. BINDING ARBITRATION AND CLASS ACTION WAIVER. If You and Microsoft have a dispute, You and Microsoft agree to try for 60 days to resolve it informally. If You and Microsoft can’t, You and Microsoft agree to binding individual arbitration before the American Arbitration Association under the Federal Arbitration Act (“FAA”), and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity are not allowed; nor is combining individual proceedings without the consent of all parties. The complete Arbitration Agreement contains more terms and is at http://aka.ms/arb-agreement-1. You and Microsoft agree to these terms.
13. ENTIRE AGREEMENT. These Terms, and any other terms Microsoft may provide for supplements, updates, or third-party applications, is the entire agreement for the Offering, and supersede all other oral and written agreements and understandings with respect to the Offering. Microsoft may make changes to these Terms by providing notice to You, which may be via email or posting a revised Terms of Use on its website or otherwise. Your continued use of the Offering after Microsoft provides You sufficient notice pursuant to the preceding sentence constitutes Your binding acceptance of such revised Terms of Use.
14. APPLICABLE LAW AND PLACE TO RESOLVE DISPUTES. You will comply with all applicable laws, regulations and ordinances. The laws of the state of Washington, U.S.A. govern the interpretation of these Terms, claims for its breach, and all other claims (including consumer protection, unfair competition, and tort claims), regardless of conflict of laws principles, except that the FAA governs everything related to arbitration. You and Microsoft consent to exclusive jurisdiction and venue in the federal court in King County, Washington for all disputes heard in court (excluding arbitration).
15. CONSUMER RIGHTS; REGIONAL VARIATIONS. These Terms describe certain legal rights. You may have other rights, including consumer rights, under the laws of Your state, province, or country. These Terms do not change those other rights if the laws of Your state, province, or country do not permit it to do so.
16. DISCLAIMER OF WARRANTY. THE OFFERING AND ANY DOCUMENTATION RELATED THERETO PROVIDED OR MADE AVAILABLE BY MICROSOFT IS PROVIDED ON AN “AS IS” AND “WHERE-IS” BASIS, WITH ALL FAULTS AND DEFECTS. YOU ACKNOWLEDGE THAT YOU BEAR THE FULL AND SOLE RISK OF USING THE OFFERING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT HEREBY DISCLAIMS ALL WARRANTIES, GUARANTEES, OR CONDITIONS, EXPRESS OR IMPLIED WITH RESPECT TO THE OFFERING OR THE SUBJECT MATTER OF THESE TERMS, INCLUDING ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
17. LIMITATION ON AND EXCLUSION OF DAMAGES. IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES DESPITE THE PRECEDING DISCLAIMER OF WARRANTY, YOU CAN RECOVER FROM MICROSOFT AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO U.S. $5.00. IN NO EVENT WILL MICROSOFT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE OFFERING OR THESE TERMS.
This limitation applies to (a) anything related to the Offering, content (including code) on third party Internet sites, or third party applications; and (b) claims for breach of contract, warranty, guarantee, or condition; strict liability, negligence, or other tort; or any other claim; in each case to the extent permitted by applicable law.
It also applies even if Microsoft knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to You because Your state, province, or country may not allow the exclusion or limitation of incidental, consequential, or other damages.
18. CONFIDENTIAL INFORMATION. The Offering, including its user interface, features and documentation, is confidential and proprietary to Microsoft and its suppliers.
a) Use. For five years after installation of the Offering, You may not disclose confidential information to third parties. You may disclose confidential information only to Your employees and consultants who need to know the information. You must have written agreements with them that protect the confidential information at least as much as these Terms.
b) Survival. Your duty to protect confidential information survives these Terms.
c) Exclusions. You may disclose confidential information in response to a judicial or governmental order. You must first give written notice to Microsoft to allow it to seek a protective order or otherwise protect the information. Confidential information does not include information that:
i. becomes publicly known through no wrongful act;
ii. You received from a third party who did not breach confidentiality obligations to Microsoft or its suppliers; or
iii. You developed independently without use of Microsoft’s confidential information.
d) Marketing. You agree that Microsoft may reference You and your marks and logos as a user of the Offering in a case study, press release, or on its website or other marketing collateral, without Your prior written consent, or any other obligation or accounting to You. You may withdraw your consent to this section (18(d)) by sending an email to: ClarityMS@microsoft.com.
e) Publicity. You will not communicate with the press or public regarding the Offering without Microsoft’s prior written consent.
19. SURVIVAL. The following sections of these Terms survive termination: 2, 3, 4, 6, 7, and 11-19.
