Terms and conditions

Last updated: June 25, 2023

1. GENERAL

Welcome to CutClicks. These Terms of Services (the “Terms”, or “TOS”) in addition to our Policies are a contract between CutClicks, Inc. (“CutClicks”, “We”, “Our”, or “Us”) and You (“You” or “Your”) and govern Your use of the Services We offer, unless We have a custom agreement in place that references different terms. As such, please read these Terms and our Policies (collectively, “Agreement”) carefully.

BY ACCESSING THE PLATFORM AND/OR USING THE SERVICES, YOU CONFIRM AND ACKNOWLEDGE THAT (1) YOU HAVE READ THE AGREEMENT, (2) YOU UNDERSTAND ITS CONTENT (3) YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THE AGREEMENT. YOU HAVE THE LEGAL AUTHORITY TO BIND YOURSELF BY THE LAWS OF YOUR JURISDICTION, OR, IF APPLICABLE, THE BUSINESS ENTITY YOU REPRESENT. IF YOU ARE NOT AUTHORIZED NOR DEEMED BY LAW TO HAVE SUCH AUTHORITY, YOU ASSUME SOLE PERSONAL LIABILITY FOR THE OBLIGATIONS SET OUT IN THIS AGREEMENT.

If You do not agree to be bound by the terms and conditions of this Agreement, do not use or access the Platform or use any of the Services. Use of the Platform or Services is void where prohibited.

1. Creating Accounts

Make sure your account information is accurate and that you keep your accounts safe. You’re responsible for your accounts and any activity on them. Also, you need to be at least 16 years old to use CutClicks.

1.1 Signing Up

To use many of the Services, you must first create an account (“Account”). Different parts of the Services may require different Accounts. You agree to provide us with accurate, complete and at all times up to date information for your Accounts. We may need to use this information to contact you.

1.2 Staying Safe

Please safeguard your Accounts and make sure others don't have access to your Accounts or passwords and other authentication credentials (collectively, "passwords"). You're solely responsible for any activity on your Accounts and for maintaining the confidentiality and security of your passwords. We’re not liable for any acts or omissions by you or anyone else in connection with your Accounts. You must immediately notify us if you know or have any reason to suspect that your Accounts or passwords have been stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorized use of your Accounts.

1.3 Sixteen And Older

The Services are not intended for and may not be used by children under the age of 16. By using the Services, you represent that you're at least 16. If you’re under the age of 18, depending on where you live, you may need to have your parent or guardian’s consent to this Agreement and they may need to enter into this Agreement on your behalf.

2. Your Content

When you upload content to CutClicks, you still own it. You do, however, give us permission to use it in ways necessary to provide, improve, promote and protect our services. For example, when you upload a photo, you give us the right to save it and display it on your site or story at your direction. We also may promote or feature your site or story, but you can opt out if you don’t want us to do that.

2.1 Your License To Us

When you provide User Content via the Services, you grant CutClicks (including our third party hosting providers acting on our behalf) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better with the Services), communicate, publish, publicly display, publicly perform and distribute User Content for the limited purposes of allowing us to provide, improve, promote and protect the Services. This Section does not affect any rights you may have under applicable data protection laws.

2.2 Featuring Your Site

We may choose to feature Your Sites (but not your scheduling pages) or names, trademarks, service marks or logos included on Your Sites. You grant us a perpetual, worldwide, royalty-free, non-exclusive right and license to use any version of Your Sites, or any portion of Your Sites, including without limitation names, trademarks, service marks or logos on Your Sites, for the limited purpose of CutClicks marketing and promotional activities. For example, we may feature Your Sites on our Templates page, on the Customers sections of our sites or on our social media accounts. You waive any claims against us relating to any moral rights, artists’ rights or any other similar rights worldwide that you may have in or to Your Sites or names, trademarks, service marks or logos on Your Sites and any right of inspection or approval of any such use. You can opt out of being featured by contacting us.

3. Your Responsibilities and Rights

The Company may provide you access to our proprietary software platform, thereby permitting you access to various Materials as well as the ability to manage various aspects of your website(s). You agree to fully and accurately provide the information requested by us when setting up your accounts and to regularly update such information as appropriate. Your failure to do so may result in the cancellation of your account and loss of Services.

3.1 Your Rights to Use What We Own or License

Only Use Content You’re Allowed To Use. You represent and warrant that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions necessary to use, share, display, transfer and license your User Content via the Services and in the manner set forth in this Agreement. If we use your User Content in the ways described in this Agreement, you represent and warrant that such use will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights. Also, content on the Services may be protected by others' intellectual property, trade secret or other rights. Please don't copy, upload, download or share content unless you have the right to do so.

3.2 Follow The Law

You represent and warrant that your use of the Services is in compliance with applicable laws, including without limitation applicable export or import controls and regulations and sanctions.

3.3 Share Responsibly

The Services let you share User Content including without limitation on social media and the open web, so please think carefully about your User Content. We’re not responsible for what you share via the Services.

3.4 Comply With Our Acceptable Use Policy

You must comply with our Acceptable Use Policy (which is incorporated herein by reference). You represent and warrant that your User Content and your use of the Services complies with our Acceptable Use Policy.

3.5 Your Sites And Your End Users Are Your Responsibility

Your Sites may have their own visitors, customers and users (“End Users”). You understand and agree that (a) Your Sites and your End Users are your responsibility; (b) you’re solely responsible for providing products, services and support to your End Users; (c) you're solely responsible for compliance with any laws or regulations related to Your Sites and/or your End Users; and (d) your ability to create, share or otherwise operate Your Sites may be limited by the extent to which Your Sites include Licensed Content (as defined and described in our Product Specific Terms). We’re not liable for, and won’t provide you with any legal advice regarding, Your Sites or your End Users. This does not limit or affect any liability we may have to you separately for any breach of the other provisions of this Agreement.

3.6 Your Videos Are Your Responsibility

You understand and agree that (a) Your Videos are your responsibility; (b) you’re solely responsible for compliance with any laws or regulations related to Your Videos; and (c) your ability to create, share or otherwise use Your Videos may be limited by the extent to which Your Videos include Licensed Content. We’re not liable for, and won’t provide you with any legal advice regarding, Your Videos. This does not limit or affect any liability we may have to you separately for any breach of the other provisions of this Agreement.

3.7 Custom Code

The Services let you add custom code to Your Sites. Any such custom code will be considered your User Content, and you’re solely responsible for such custom code. Please ensure you have sufficient coding knowledge to utilize custom code functionality. Adding code to Your Site is an advanced modification that falls outside the scope of the support offered by CutClicks Customer Care.

4. Third Party Services And Sites

If you use or connect another service on or to CutClicks, follow a link to another site or work with someone you find on or through CutClicks, what happens is between you and them. We’re not responsible for it or what either of you do.

4.1 Third Party Services

The Services are integrated with various third party services and applications (collectively, “Third Party Services”) that may make their content, products or services available to you. Examples of Third Party Services include certain domain name registration services, social media platforms, CutClicks Experts (as defined below), eCommerce Payment Processors (as defined below), extensions listed on CutClicks Extensions (as defined below) and other integrations or extensions, stock images and email service subscriptions for sale via the Services and other integration partners and service providers. These Third Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. Any information that a Third Party Service collects, stores and processes from you or Your Sites will be subject to such Third Party Service’s terms of service, privacy notice, or similar terms, and will not be subject to our Privacy Policy or Data Processing Addendum. Therefore, please evaluate and ensure you trust each Third Party Service prior to connecting Your Site to its services. Each Third Party Service is solely responsible for providing all support, maintenance and technical assistance to you with respect to their services (including their interoperation with Your Sites). When using Third Party Services, your security is your responsibility. We don't control Third Party Services, and we’re not liable for Third Party Services or for any transaction you may enter into with them, or for what they do. We may receive a revenue share from Third Party Services that we recommend to you or that you otherwise engage via the Services. You agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Third Party Services. We’re not liable for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses, or business disruption, costs or expenses you may incur or otherwise experience as a result (except where prohibited by applicable law).

4.2 Third Party Sites

The Services may contain links to third party sites. When you access third party sites, you do so at your own risk. We don’t control and aren’t liable for those sites and what those third parties do.

4.3 User Content

The Services or sites, stories, or videos created using the Services may contain User Content: (a) that is offensive or objectionable; (b) that contains errors; (c) that violates intellectual property, trade secret, privacy, publicity or other rights or the good name of you or third parties; (d) that is harmful to your or others’ computers or networks; (e) that is unlawful or illegal; or (f) the downloading, copying or use of which is subject to additional terms and policies of third parties or is protected by intellectual property, trade secret, privacy or other laws. By operating the Services, we don’t represent or imply that we endorse your or other users’ User Content, or that we believe such User Content to be accurate, useful, lawful or non-harmful. We’re not a publisher of, and we’re not liable for, any User Content uploaded, posted, published or otherwise made available via the Services by you or other users. You're responsible for taking precautions to protect yourself, your Accounts, and your computer or network, from User Content accessed via the Services.

4.4 CutClicks Experts

Certain parts of the Services may provide directories of, and information about, independent third party CutClicks users, including users designated as Acuity experts (collectively, "CutClicks Experts") who can help you use the Services. CutClicks does not employ, is not affiliated with and does not endorse CutClicks Experts. CutClicks Experts are a Third Party Service, as defined in Section 4.1.

5. Our Intellectual Property

CutClicks is protected by various intellectual property laws. This section summarizes what we own and how we share.

5.1 CutClicks Owns CutClicks

The Services are, as between you and CutClicks, owned by CutClicks, and are protected by copyright, trade secret, trademark and other US and foreign laws. This Agreement doesn't grant you any right, title or interest in the Services, others’ User Content, our trademarks, logos or other brand features or intellectual property or trade secrets or others’ content in the Services. You agree not to change, modify, translate or otherwise create derivative works of the Services or others’ User Content.

5.2 We Can Use Your Feedback For Free

We welcome your feedback, ideas or suggestions (collectively, “Feedback”), but you agree that we may use your Feedback without any restriction or obligation to you, even after this Agreement is terminated. This Section does not limit or affect any rights you may have under applicable data protection laws.

5.3 Our Demo Content

We may provide templates or other products featuring demo content, including without limitation text, photos, images, graphics, audio and video (collectively, “Demo Content”), to provide you with ideas or inspiration. Unless we tell you otherwise, Demo Content (or any portion of it) may not remain on Your Site or in Your Videos or be distributed, publicly displayed, publicly performed or otherwise published.

5.4 Templates

The Services include social, website or other templates (collectively, “Templates”). The Templates include without limitation Demo Content, designs, layouts, stickers, stamps, overlays, elements and other materials. CutClicks owns the Templates. You may not use any Template in any way, intentional or otherwise, that competes, as determined by us in our sole discretion, with the Services.

5.5 Our Betas Are Still In Beta

We may release products and features that we’re still testing and evaluating. Those Services will be marked as beta, preview or early access (or a similar phrasing), and may not be as reliable as our other Services.

6. Our Rights

Important Things We Can Do. We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law): (a) we may change parts or all of the Services and their functionality; (b) we may suspend or discontinue parts or all of the Services; (c) we may terminate, suspend, restrict or disable your access to or use of parts or all of the Services; (d) we may terminate, suspend, restrict or disable access to your Accounts or parts or all of Your Sites or your User Content; and (e) we may change our eligibility criteria to use the Services (and if such eligibility criteria changes are prohibited by law where you reside, we may revoke your right to use the Services in that jurisdiction).

6.1 Ownership Disputes

Sometimes ownership of an Account or site is disputed between parties, such as a business and its employees, or a web designer and a client. We try not to get involved in these disputes. However, we reserve the right, at any time and in our sole discretion, and without notice to you, to determine rightful Account or site ownership and to transfer an Account or site to such owner. Our decision in that respect is final. If we feel that we can’t reasonably determine the rightful owner, we reserve the right to suspend an Account or site until the disputing parties reach a resolution. We also may request documentation, such as a government-issued photo ID, credit card invoice or business license, to help determine the rightful owner.

6.2 HTTPS Encryption

We may offer HTTPS encryption for Your Sites. By registering a custom domain via the Services, or pointing a custom domain to the Services, you authorize us to create and maintain a certificate for the limited purpose of providing HTTPS for Your Sites.

7. Privacy

Our Privacy Policy explains how we collect, use and share your personal information for our own purposes. Be sure to read it carefully, but note it is not part of this Agreement and can change. It is really important that you comply with data protection laws when using the services, such as when you collect others’ personal information or use cookies or similar technologies (including those we drop for you at your request, such as for web analytics). Our Data Processing Addendum explains how we handle, on your instructions, others’ personal information you collect using the services or any of your User Content which contains others’ personal information. Be sure to read that carefully also.

7.1 Privacy Policy

By using the Services, you confirm that you have read and understood our Privacy Policy. However, it is not a contractual document and does not form part of this Agreement and we may change it from time to time.

7.2 Data Processing Addendum

Our Data Processing Addendum forms part of this Agreement.

7.3 You Must Comply With Data Protection, Security And Privacy Laws

You agree and warrant that you are solely responsible when using Your Sites or the Services for complying with applicable data protection, security and privacy laws and regulations (including, where applicable, the EU General Data Protection Regulation and the EU e-Privacy Directive/Regulation), including any notice and consent requirements. This includes without limitation the collection and processing by you of any personal data, when you use Your Sites and the Services to send marketing and other electronic communications to individuals and when using cookies and similar technologies on Your Sites (including, in particular, those which we place for you at your request as part of the Services, such as to undertake analytics for you).

7.3a Privacy Policies. If applicable law requires, you must provide and make available to your End Users on Your Sites a legally compliant privacy policy.
7.3b Cookies And Similar Technologies. If applicable law requires, you must provide and make available to your End Users on Your Sites a legally compliant cookie policy. You must capture valid consent, both for you and us, for any cookies or similar technologies used on or through Your Site (including those we drop on your request or with your permission) where required, including, where applicable, by the EU e-Privacy Directive/Regulation and under national laws implementing the same. Please see our Cookie Policy for more information about use of cookies and similar technologies.

7.4 Industry Specific Compliance

If your use of the Services requires you to comply with industry-specific regulations applicable to such use, such as HIPAA, GLBA or FERPA (each, an "Industry-Specific Regulation"), you will be solely responsible for such compliance, except to the extent Squarespace has agreed with you in writing otherwise. You are not permitted to use the Services in any way that would subject Squarespace to an Industry-Specific Regulation without obtaining Squarespace’s prior written agreement. For example, you may not use any Services to collect, use, disclose, protect or otherwise handle “protected health information” (as defined in 45 C.F.R. §160.103) unless your Account for such Services is designated as HIPAA-enabled and you enter into a separate business associate agreement with Squarespace.

7.5 Protect And Improve The Services

You agree that we may protect and improve the Services through analysis of your use of the Services and/or your End Users’ use of Your Sites in anonymized, pseudonymized, de-personalized and/or aggregated form. If applicable law requires, you must explain this in your privacy policy. See our Privacy Policy for more information about how and what we do in this regard.

8. Copyright

We comply with copyright law, and respond to complaints about copyright infringement in accordance with this section.

We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law and are reported via the Copyright Report Form. We reserve the right, in our sole discretion and in accordance with applicable law (including the Digital Millennium Copyright Act of 1998), to delete or disable content alleged to be infringing, and to terminate Accounts for actual, apparent, or repeat infringement without any refunds.

9. Payment of Fees and Taxes

You will pay the Fees applicable to your subscription to Online Service and/or POS Services (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Store when using all payment providers other than CutClicks Payments (“Transaction Fees”), and any fees relating to your purchase or use of any products or services such as CutClicks Payments, POS Equipment, shipping, apps, Themes, domain names, Add on Services Experts Marketplace, or Third Party Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.

9.1 Fees

You can access certain portions of the Services by submitting a fee payment (such services, “Paid Services”). Paid Services will remain in effect until canceled or terminated in accordance with this Agreement. We’ll tell you about fees for Paid Services before charging you. You may cancel Paid Services at any time via the Services. If you don't pay for Paid Services on time, we reserve the right to suspend or cancel your access to the Paid Services. Transaction fees and additional fees may also apply to certain portions of the Services, and we’ll tell you about those fees before charging you. Our fees will appear on an invoice that we provide via the Services, within your eCommerce Payment Processor account(s) and/or on a mobile app store invoice, unless otherwise indicated. Please note that different Paid Services have different fees and payment schedules, and canceling one Paid Service may not cancel all your Paid Services.

9.2 Taxes

All fees are exclusive of applicable national, provincial, state, local or other taxes (“Taxes”), unless explicitly stated otherwise. You're responsible for all applicable Taxes, and we'll charge Taxes in addition to the fees for the Services when required to do so. If you're exempt from Taxes, you must provide us with valid tax exemption documentation. We reserve the right to determine if the documentation provided is valid. Tax exemption will, provided we’re satisfied it’s valid and applicable, only apply from and after the date we receive such documentation. If CutClicks has a legal obligation to pay or collect indirect Taxes (such as value-added tax or goods and services tax) on the sale to you under the laws of your country (where you are established, have a permanent address or usually reside), you shall be liable for payment of any such indirect Taxes. Where CutClicks does not have a legal obligation to pay or collect indirect Taxes on a sale of Paid Services to you, you may be required to self-assess those Taxes under the applicable laws of your country (where you are established, have a permanent address or usually reside).

9.3 Automatic Subscription Renewals

To ensure uninterrupted service, we'll automatically bill you for certain Paid Services from the date you submit your initial payment and on each renewal period or amount afterwards until cancellation. Your renewal period will be equal in time or amount to the renewal period of your current subscription. For example, if you're on a monthly subscription plan, each billable renewal period will be for one (1) month. We’ll automatically charge you the applicable amount using the payment method you have on file with us and by agreeing to this Agreement, you authorize us to do this. We’ll let you know in advance if you’re purchasing a Paid Service that includes auto-renewal payments. You can disable auto-renewal at any time via the Services or your mobile app store provider.

9.4 Refunds

All paid CutClicks accounts, except month-to-month accounts, include a 30-day money back guarantee. If you are dissatisfied with such account service for any reason, you can receive a full refund if you cancel your account within 30 days of activation, or within 30 days of your contract being renewed. You will not receive a refund or credit for any amounts for remaining months that have already been billed. At any time during your contract term, you may upgrade or downgrade your service with CutClicks. In the event of a service downgrade, a prorated credit will be issued to your CutClicks account for the difference in the cost of the two services for the remainder of your original contract term. This credit will be applied to future months of service with CutClicks, and cannot be refunded to you in cash. Downgrading your account may cause the loss of Content, features, or capacity of your account. We do not accept any liability for such loss.

9.5. Fee Changes

We may change our fees at any time. We’ll provide you with advance notice of these fee changes via the Services. New fees will not apply retroactively. If you don't agree with the fee changes, you have the right to reject the change by canceling the applicable Paid Service before your next payment date.

9.6. Chargebacks

If you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to us (“Chargeback”), we may automatically terminate your Account. If you have questions about a payment made to us, we encourage you to contact Customer Care before filing a Chargeback. We reserve our right to dispute any Chargeback.

9.7 Our Payment Processor

We use third party payment processors (each, a “Payment Processor”) to bill you through a payment account linked to your Account. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to this Agreement. Except for payments made through mobile app stores, our current Payment Processor is Stripe, and your payments are processed by Stripe in accordance with Stripe’s terms of service and privacy policy. You agree to pay us, through the Payment Processor, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms. You agree to make payment using the payment method you provide with your Account. We reserve the right to correct, or to instruct our Payment Processor to correct, any errors or mistakes, even if payment has already been requested or received.

9.8 Fees For Third Party Services

Third Party Services purchased via the Services may be subject to different refund or other policies that those Third Party Services determine, and such Third Party Services may be non-refundable. The purchase terms and conditions for such Third Party Services may be displayed during the purchase process, such as through a link to the purchase terms and conditions. It's your responsibility to verify your ability to purchase, cancel or obtain a refund for a Third Party Service. Unless otherwise stated in this Agreement, we don’t offer refunds for purchases of Third Party Services.

9.9 Resold Services

Some Paid Services may be purchased via a third party reseller (“Reseller”). If you purchase Paid Services from a Reseller, you acknowledge and agree that: (a) in addition to being subject to this Agreement, such resold Paid Services (“Resold Services”) may also be subject to terms and conditions by and between you and the Reseller (“Reseller Terms”), except as expressly set forth in this Section; (b) as between you and CutClicks, this Agreement supersedes any Reseller Terms with respect to any such Resold Services; (c) portions of this Section 9 may not apply to your purchase of Resold Services; (d) certain rights and obligations of a Reseller to provide services directly to you under such Reseller Terms may be assigned by your Reseller to CutClicks (a "Resold Assignment"); (e) in the event of a Resold Assignment, the Reseller Terms shall cease to apply to your Paid Services and your Resold Services will cease to be Resold Services (but will continue to be Paid Services) and for purposes of clarity will be subject solely to this Agreement; and (f) following a Resold Assignment, you shall, upon CutClicks’s request, provide all reasonably requested information necessary to continue your subscription for any Paid Services which had previously been Resold Services.

10. Services Details & Product Specific Terms

Not all Services are available everywhere. Certain Services are subject to terms set forth in our Product Specific Terms. Not all Services are available in all regions/countries. Certain Services (or features or portions thereof) may vary depending on your region/country.

A. Services Description - What We Own

In providing the Services, the Company may provide the Client access to materials, products, and access to proprietary software platforms, including, but not limited to, software, software documentation, all informational text, design of and “look and feel,” layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret and other intellectual property laws. All Company trademarks and service marks, logos, slogans and taglines are the property of Company. All other trademarks, service marks, logos, slogans and taglines are the property of their respective owners. Except as otherwise specifically provided herein, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed of Company without our express written permission, or the express written permission of such third-party that may own the trademark, service mark, logo, slogan or tagline.

We provide various website solutions and products, including but not limited to the following, each included as part of the Services that We offer:

“Platform Services” also referred to as the “Platform” which means, collectively:

- The “Click N Pick Storefront static website”: the service that allows You to use our service with ease, without having to build a storefront website yourself. Our service is an ideal solution for individuals, entrepreneurs, freelancers, small and medium businesses. Who don’t have time and resources to build a storefront and manage to keep it maintained with ever changing technology;
- An owner/merchant storefront static website: Beauty of the static website is , there is no user id or password given to the merchant, instead, a login portal is provided by Stripe, PayPal or other Credit card processor to manage incoming orders, process payments and manage shipping;
- “Add-On Services”, including but not limited to:
- Full Custom Storefront Solution; and
- Non-Exclusive, meaning that you do not have exclusive rights to use the content. CutClicks can license the same content to other customers. If you would like exclusive rights to use royalty-free content, please contact CutClicks to discuss a buy-out.

11. Term And Termination

Either of us can end this agreement at any time.

This Agreement will remain in effect until terminated by either you or us. You may terminate this Agreement at any time via the Services. We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice.

12. Warranty Disclaimers

We work hard to make CutClicks great, but the services are provided as is, without warranties.

12.1. Disclaimers

To the fullest extent permitted by applicable law, CutClicks makes no warranties, either express or implied, about the Services. The Services are provided “as is” and “as available.” CutClicks also disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. No advice or information, whether oral or written, obtained by you from CutClicks, shall create any warranty. CutClicks makes no warranty or representation that the Services will: (a) be timely, uninterrupted or error-free; (b) meet your requirements or expectations; or (c) be free from viruses or other harmful components.

12.2. Exceptions

Under certain circumstances, some jurisdictions don't permit the disclaimers in Section 12.1, so they may not apply to you. However, the disclaimers apply to the maximum extent permitted by applicable law. You may have other statutory rights and nothing in this Agreement affects your statutory rights or rights under mandatory laws. The duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by applicable law.

13. Limitation Of Liability

Unless you are an EU Consumer, you acknowledge and agree that to the fullest extent permitted by applicable law, in no event will CutClicks and its affiliates and its and their directors, officers, employees and agents be liable with respect to any claims arising out of or related to the Services or this Agreement for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any Losses (as defined below) related to your access to, use of or inability to access or use parts, some or all of your Account, Your Sites or parts or all of the Services, including without limitation interruption of use or cessation or modification of any aspect of the Services; (d) any Losses related to unavailability, degradation, loss, corruption, theft, unauthorized access or, unauthorized alteration of, any content, information or data, including without limitation User Content and Your eCommerce data; (e) any User Content or other conduct or content of any user or third party using the Services, including without limitation defamatory, offensive or unlawful conduct or content; or (f) any Third Party Services or third party sites accessed via the Services. If you are an EU Consumer, we shall, despite any other provision in this Agreement, provide the Services with reasonable care but will not be liable for any losses which were not a reasonably foreseeable consequence of our breach of this Agreement (except in relation to death or personal injury resulting from our negligence or fraud). These limitations apply to any theory of liability, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, whether or not CutClicks has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed its essential purpose. To the fullest extent permitted by applicable law (whether or not you are an EU Consumer), in no event shall the aggregate liability of CutClicks for all claims arising out of or related to the Services and this Agreement exceed the greater of twenty dollars ($20) or the amounts paid by you to CutClicks in the twelve (12) months immediately preceding the event that gave rise to such claim. If you are an EU Consumer, CutClicks is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors or other vicarious agents. An “EU Consumer” means a natural person acting for purposes outside their trade, business, craft or profession (as opposed to a User for business or commercial purposes) habitually residing in the European Economic Area or the United Kingdom.

14. Indemnification

To the fullest extent permitted by law, you agree to indemnify and hold harmless CutClicks and its affiliates and its and their directors, officers, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys' fees and costs) (collectively, "Losses") arising out of or related to: (a) your breach of this Agreement; (b) your User Content, Your Sites and Your eCommerce; (c) any claims by, on behalf of or against your End Users; (d) your violation of any law or regulation or the rights or good name of any third party; and (e) any claims from tax authorities in any country in relation to Your eCommerce operations, including without limitation your sales to individual consumers (including distance sales) and other operations for which CutClicks may be held jointly and severally liable. Your indemnification obligations under this Section shall not apply to the extent directly caused by our breach of this Agreement or, where you are an EU Consumer, to the extent that the consequences were not reasonably foreseeable.

15. Dispute Resolution

This section sets forth the ways in which you and CutClicks agree to resolve disputes. Before filing a claim against CutClicks, you agree to try to work it out informally with us first. If we cannot resolve the dispute informally, all formal disputes must be resolved through arbitration as set forth in this section, unless you opt out of arbitration within 30 days of accepting this Agreement. Finally, whether resolved through arbitration or in court, claims can only be brought individually, and not as part of a class action.

15.1 Applicability

This Section 15 shall only apply to: (a) US Users; (b) Non-US Users who are not EU Consumers bringing a claim against CutClicks in the US; or (c) EU Consumers who bring any claim against CutClicks in the US.

15.2 Informal Resolution

Before filing a claim against CutClicks, you agree to try to resolve the dispute by first emailing legal@cutclicks.com with a description of your claim and proof of your relationship with CutClicks. We'll try to resolve the dispute informally by following up via email, phone or other methods. If we can’t resolve the dispute within sixty (60) days of our receipt of your first email, you or CutClicks may then bring a formal proceeding.

15.3 Arbitration Agreement

15.3a Unless you opt out during the Opt-Out Period in accordance with Section 15.4, you and CutClicks agree to resolve any claims, disputes and matters arising out of or in connection with this Agreement (including without limitation its existence, formation, operation and termination) and/or the Services (including without limitation non-contractual disputes and matters) through final and binding arbitration and you and CutClicks expressly waive the right to formal court proceedings (including without limitation trial by jury), except as set forth in this Section. Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration. There is no judge or jury in arbitration, only an experienced, independent third party that will act as the arbitrator, and court review of an arbitration award is limited.
15.3b The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator further has the right to impose sanctions, in accordance with the Arbitration Provider Rules (as defined below), including for: (a) any frivolous claims or submissions the arbitrator determines have not been filed in good faith; or (b) a party’s failure to comply with this Section 15. For avoidance of doubt, the right to impose sanctions includes the right to shift arbitration fees if permitted by the Arbitration Provider Rules.
15.3c Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted and the factual allegations on which those claims are based, and must include proof that the claimant is party to these Terms. The arbitrator may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11 and any similar standards in other jurisdictions), including for any claim filed on behalf of a claimant who is not a party to these Terms.

15.4 Arbitration Opt Out

You can decline this agreement to arbitrate by emailing us at arbitration-opt-out@cutclicks.com within thirty (30) days of the date that you first agree to this Agreement (“Opt-Out Period”). Your email must be sent from the email address you use for your Account, and must include your full name, residential address and a clear statement that you want to opt out of arbitration. If you opt out of arbitration pursuant to this Section 15.4, then Sections 15.3, 15.5, 15.6 and 15.7 of these Terms do not apply to you. This opt-out doesn’t affect any other sections of the Terms, including without limitation Sections 15.9 (Time for Filing), 15.10 (No Class Actions) and 16.2 (Controlling Law; Judicial Forum for Disputes). If you have any questions about this process, please contact legal@CutClicks.com.

15.5 Arbitration Time For Filing

Any arbitration must be commenced by filing a demand for arbitration within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

15.6 Arbitration Procedures

The arbitration will be administered, depending on whether you’re a US User, Non-US User or EU Consumer (as further set forth in this Section 15.6), by either National Arbitration and Mediation (“NAM”) or the London Court of International Arbitration (“LCIA”), and in each case resolved before a single arbitrator. “Arbitration Provider” shall mean NAM and LCIA. If the applicable Arbitration Provider is not available to arbitrate, the parties will mutually agree on an alternative arbitration provider. Except as modified by this Section 15, the applicable Arbitration Provider will administer the arbitration in accordance with its dispute resolution rules and procedures in effect at the time any demand for arbitration is filed (collectively, “Arbitration Provider Rules”), including without limitation those rules and procedures relating to mass arbitration filings, but excluding any rules or procedures governing or permitting class or representative actions. Each party is responsible for its own attorneys’ fees, except to the extent otherwise provided by the Arbitration Provider Rules, the arbitrator and/or applicable law. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including without limitation reasonable attorneys’ fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. “Arbitrator” as used in this Section 15 shall be understood to include the Arbitration Provider.

15.6a US Users. If you are a US User, you and CutClicks agree that: (a) this Agreement affects interstate commerce, so the US Federal Arbitration Act and federal arbitration law apply and govern the interpretation and enforcement of this Section 15 (despite Section 16.2 below); and (b) any arbitration hearings shall occur at a location to be agreed upon in Florida, be administered by NAM in English, and be settled by one (1) commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of NAM arbitrators in accordance with the NAM Rules (as defined below).
15.6b. Non-US Users. Except to the extent you are an EU Consumer who brings a claim against CutClicks in the US, if you are a Non-US User, you and CutClicks agree that any arbitration hearings shall occur at a location to be agreed upon in Dublin, Ireland, be administered by LCIA in English, and be settled by one (1) commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected in accordance with the LCIA Rules (as defined below).
15.6c EU Consumers Who Bring A Claim In The US. If you are an EU Consumer who brings a claim against CutClicks in the US, you and CutClicks agree that any arbitration hearings shall occur at a location to be agreed upon in Florida, be administered by NAM in English, and be settled by one (1) commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of NAM arbitrators in accordance with NAM Rules (as defined below).
15.6d Arbitration Provider Rules. Without limiting the generality of the foregoing: (a) the applicable Arbitration Provider Rules for NAM include NAM’s Comprehensive Dispute Resolution Rules and Procedures and the Mass Filing Dispute Resolution Rules and Procedures (“NAM Rules”), and (b) the applicable Arbitration Provider Rules for LCIA include the LCIA Arbitration Rules (“LCIA Rules”). The NAM Rules are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept. at commercial@namadr.com. The LCIA Rules are available at www.lcia.org or by emailing General Enquiries at enquiries@lcia.org.
15.6e No Class or Consolidated Arbitration Absent Written Consent. Except to the extent CutClicks in our sole discretion consents in writing, CutClicks does not agree or consent under any circumstances to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims.
15.6f Severability of Claims. If there is a final judicial determination that precludes enforcement of this Section 15’s limitations as to a particular claim, remedy, or request for relief, then such claim, remedy, or relief (and only such claim, remedy, or relief) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of any remaining claims, remedies, or relief not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies. This Section 15.6f does not prevent you or CutClicks from participating in a class-wide settlement of claims.

15.7 Arbitration Fees

The Arbitration Provider Rules will govern payment of all arbitration fees. We won’t seek our attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. The parties agree that the Arbitration Provider has discretion where it deems appropriate to reduce the amount or modify the timing of any administrative or arbitration fees due under the applicable Arbitration Provider Rules, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good faith challenge by either party to the fees imposed by the Arbitration Provider does not constitute a default, waiver, or breach of this Section 15 while such challenge remains pending before an arbitrator and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

15.8 Exceptions To Arbitration Agreement

Notwithstanding anything in this Agreement, either you or CutClicks may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement or misappropriation (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.

15.7. Arbitration Fees

15.8. Exceptions To Arbitration Agreement

15.8a US Users. If you are a US User, either you or CutClicks may assert claims, if they qualify, in small claims court in Florida.
15.8b Non-US Users. Except to the extent you are an EU Consumer who brings a claim against CutClicks in the US, if you are a Non-US User, either you or CutClicks may assert claims, if they qualify, in small claims court in Florida.
15.8c EU Consumers. If you are an EU Consumer who brings a claim against CutClicks in the US, such claims must be asserted, if they qualify, in small claims court in Florida.

15.9. Time For Filing

Any claim not subject to arbitration must be commenced within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

15.10. NO CLASS ACTIONS

You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, collective, consolidated or representative action. Class actions, class arbitrations, collective actions, private attorney general actions and consolidation with other arbitrations aren't allowed, except to the extent CutClicks in our sole discretion consents in writing pursuant to Section 15.6e.

16.1. Entire Agreement

This Agreement constitutes the entire agreement between you and CutClicks regarding the subject matter of this Agreement, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. You agree that you have not relied upon, and have no remedies in respect of, any term, condition, statement, warranty or representation except those expressly set out in this Agreement. You also may be subject to additional terms, policies or agreements that may apply when you use other services, including Third Party Services. This Agreement creates no third party beneficiary rights, and no third party shall have any right or standing to claim benefit or bring an action to enforce this Agreement (except otherwise agreed upon in additional terms between you and a CutClicks.

16.2. Controlling Law

Judicial Forum For Disputes.

16.2.1. US Users. If you are a US User, this Agreement (including its existence, formation, operation and termination) and the Services as well as all disputes and matters arising out of or in connection with this Agreement and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of the State of Florida, without regard to its conflict of law provisions, except that the Federal Arbitration Act (“FAA”) shall prevail to the extent that there exists any conflict between the FAA and the laws of the State of Florida with respect to Section 15. If Section 15 is found not to apply to you or your claim or if you opt out of arbitration pursuant to Section 15.4, you and CutClicks agree that any judicial proceeding (other than small claims actions) arising out of or in connection with this Agreement (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in the federal or state courts of Florida, and you and CutClicks consent to venue and personal jurisdiction in such courts.
16.2.2. Non-US Users. If you are a Non-US User, this Agreement (including its existence, formation, operation and termination) and the Services as well as all disputes and matters arising out of or in connection with this Agreement and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of Ireland, without regard to its conflict of law provisions. If you are an EU Consumer, this Section does not limit or affect any rights you may have under any mandatory laws of the country where you habitually reside. If Section 15 is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 15.4, you and CutClicks agree that, except where Section 16.2.3 applies, any judicial proceeding (other than small claims actions) arising out of or in connection with this Agreement (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in the courts of Ireland and you and CutClicks consent to venue and personal jurisdiction in such courts.
16.2.3. EU Consumers. If you are an EU Consumer, as long as Section 15 does not apply to you or your claim, you and CutClicks agree that any judicial proceeding arising out of or in connection with this Agreement (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) may only be brought in a court located in Ireland or a court with jurisdiction in your place of habitual residence. If you are an EU Consumer and CutClicks wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you habitually reside.

16.3. EU Online Dispute Resolution

If you are an EU Consumer, you can access the European Commission’s online dispute resolution platform here. Please note that CutClicks Ireland is not committed nor obliged to use an alternative dispute resolution entity to resolve disputes with you.

16.4. Waiver, Severability And Assignment

Our failure or delay to enforce any provision of this Agreement is not a waiver of our right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not delegate, transfer or assign this Agreement or any of your rights or obligations hereunder without our prior written consent, and any such attempt will be of no effect. We may delegate, transfer or assign this Agreement or some or all of our rights and obligations hereunder, in our sole discretion, to any of our affiliates or subsidiaries or to any purchaser of any of our business or assets associated with the Services, with thirty (30) days prior written notice. If you are an EU Consumer, we will ensure that the delegation, transfer or assignment does not adversely affect your rights under this Agreement.

16.5. Modifications

We may modify this Agreement from time to time, and will post the most current version on our site. If a modification meaningfully reduces your rights, we’ll notify you (by, for example, sending you an email or displaying a prominent notice within the Services). The notice may designate a reasonable period after which the new terms will take effect. Modifications will not apply retroactively. For avoidance of doubt, claims or disputes brought under this Agreement will be resolved according to Section 15 (Dispute Resolution) in effect at the time the claim or dispute is filed. By continuing to use or access the Services after any modifications come into effect, you agree to be bound by the modified Agreement and price changes. If you disagree with our changes, then you must stop using the Services and cancel all Paid Services.

16.6. Events Beyond Our Control

We are not in breach of this Agreement or liable to you if there is any total or partial failure of performance of the Services resulting from any act, circumstance, event or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, war, civil commotion, terrorism, pandemic, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control.

16.7. Translation

This Agreement was originally written in English. We may translate this Agreement into other languages. In the event of a conflict between a translated version and the English version, the English version will control except where prohibited by applicable law.

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