Terms and Conditions

Terms and Conditions 2018-10-25T20:50:06+00:00

Clay Pot Software LLC
legal@claypotsoftware.com

Version Effective Date: October 26, 2018
Version Number: 2.1

This Terms and Conditions (this “Agreement”) is a contract between you and Clay Pot Software LLC.  You must read, agree to, and accept in their entirety all the terms contained in this Agreement in order to use the following services and associated intellectual property (all collectively the “Services”):

  1. The website owned and operated by Clay Pot Software LLC with top level domain ‘claypotsoftware.com’ (the “Site”);
  2. The downloadable software in the nature of a mobile application, developed and owned by Clay Pot Software LLC, entitled “Santa’s Bag”, and its corresponding application extensions (collectively, the “Mobile Application”); or
  3. Any related software, websites and other services provided by Clay Pot Software LLC and on which a link to this Agreement is displayed.

YOU UNDERSTAND THAT BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT TAKES EFFECT AT THE FIRST INSTANCE THE SERVICES ARE EITHER DOWNLOADED, UTILIZED, OR ACCESSED BY YOU. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SERVICES.  IF YOU AGREE TO THE TERMS OF THIS AGREEMENT ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THIS AGREEMENT.  IN THAT EVENT, “YOU” AND “YOUR” WILL ALSO REFER AND APPLY TO THAT ENTITY OR AGENCY.

THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY, AS USING THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND TO EACH AND EVERY TERM SET FORTH HEREIN, PLEASE EXIT THIS PAGE AND DO NOT PROCEED FURTHER.

  1. Definitions
    1. The terms “us”, “we”, and “our” refer to Clay Pot Software LLC.
    2. The terms “you” and “your” refer to you.
    3. The term “Affiliate Advertising Program” refers to a program operated by a Merchant that allows Clay Pot Software LLC to earn advertising fees by advertising or promoting the Merchant’s goods or services on the Services and may include the provision of an Affiliate Link.
    4. The term “Affiliate Link” refers to a third-party hyperlink with a special tracking code that allows Clay Pot Software LLC to receive an affiliate fee or commission when a User clicks on, or otherwise follows, it and makes a purchase on the linked third-party website or application.
    5. The term “Apple” refers to Apple Inc. and all entities in which Apple Inc. owns, directly or indirectly, more than 50% of the shares entitled to vote.
    6. The term “Apple App Store” refers to the digital distribution platforms developed and maintained by Apple, including without limitation, the iTunes Store and the App Store.
    7. The term “Carrier” is short for wireless carrier, and in the context of cellular technology is a company that provides mobile services.
    8. The term “Content” refers to all data accessible through the Services, including without limitation, text, information, graphics, design, maps, hyperlinks, the “look and feel”, logos, icons, trademarks, images, video clips, sound clips, editorial content, notices, data compilations, page layout, the selection or arrangement of the information, and the underlying code and software in the Services, whether produced or added to the Services by Users or by us.
    9. The term “Merchant” refers to any and all third-parties from which items can be purchased, that are listed on, or referred to in, the Services.
    10. The term “Our Content” refers to all Content directly accessible by using the Services, except: (a) User Content; (b) Content only accessible via User Links; (c) Content only accessible via links to third-party websites and applications.
    11. The term “Personal Data” refers to any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. Personal Data is in many ways the same as Personally Identifiable Information (PII). However, Personal Data is broader in scope and covers more data.
    12. The term “Shareable User Content” refers to User Content that is capable of being shared by Users, including without limitation, User Links.
    13. The term “Third-Party Services” refers to all websites, applications, or other services accessible via Affiliate Links, User Links or other third-party links on the Services.
    14. The term “User” refers to someone who has downloaded the Mobile Application or who otherwise uses the Services.
    15. The term “User Content” refers to Content added to the Services by a User.
    16. The term “User Link” refers to third-party links, inclusive of corresponding title, custom title and image data, if applicable) saved to the Mobile Application by the User.
    17. The term “Your Content” refers to Content added to the Services by you.

  2. Your Personal Data
    1. You understand and accept that we process information about you in accordance with our Privacy Policy. By using our Services, you consent to such processing and you warrant that all data provided by you is accurate.
    2. This Agreement specifically incorporates the provisions set out in the Privacy Policy, as amended, at the date that you entered this Agreement.
    3. By using or accessing the Services, you permit Clay Pot Software LLC to allow certain third-party service providers to access your information, including but not limited to, Personal Data, for the sole purpose of enabling the proper functioning of the Services.
    4. You understand and accept that Clay Pot Software LLC is not responsible for keeping or maintaining a copy or details of any User Content or Personal Data. In the event that the Services are withdrawn or shutdown, Clay Pot Software LLC is under no obligation to provide you with a copy of your Content or Personal Data.
    5. By using the Services, you consent to the storage of your Personal Data on servers that may, for a period, be outside the United States.

  3. Eligibility
    1. You must be at least seventeen (17) years old to use the Services.
    2. We make no representations that the Services is appropriate or available for use in other locations.
    3. You represent and warrant to us that: (a) you are at least seventeen (17) years of age; (b) if you are between the ages of seventeen (17) and eighteen (18) years old, your parent or guardian has read and agreed to this Agreement and to your use of the Services; (c) you have not previously been suspended or removed from the Services; and (d) your registration and your use of the Services is in compliance with all applicable laws and regulations.
    4. Clay Pot Software LLC reserves the right to refuse to offer the Services to any person or entity, and to change its eligibility criteria at any time.

  4. Limited License
    1. Clay Pot Software LLC grants you a personal, worldwide, revocable, non-sublicensable, non-assignable and non-exclusive license to access and use the Services (the “License”), subject to this Agreement. This License is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Clay Pot Software LLC, in the manner permitted by the terms of this Agreement.
    2. The License is freely revocable and terminable by Clay Pot Software LLC at any time, without cause and in the sole discretion of Clay Pot Software. Upon revocation or termination of the License, you shall, and hereby agree to, delete or destroy any materials (electronic or otherwise) owned by Clay Pot Software LLC that are related to the Services and remain in your possession or control, and acknowledge that after such revocation or termination Clay Pot Software LLC may deny your access to the Services in its sole discretion.

  5. Our Content and Related Rights
    1. You agree that all rights (including copyright, trademarks and other intellectual property rights), title, and interest in and to Our Content, are and will remain the exclusive property of Clay Pot Software and any applicable licensors of Clay Pot Software. All such rights to Our Content are reserved.
    2. You must not copy, reproduce, republish, disassemble, decompile, reverse engineer, adapt, alter, edit, re-position, rebrand, change, distribute, lend, sell, sub-license or rent any part of Our Content unless we provide you with our prior express written consent to do so.
    3. We reserve the right to make updates (additions, removals, and/or changes) to the features, functionality, and/or Content of the Services at any time, for any reason, and without explanation.

  6. Copyright Dispute Policy
    1. We reserve the right to: (a) delete or disable all or part of Your Content if said portion of Your Content is alleged to infringe the copyright of a third-party; or (b) take all necessary measures to prohibit your access to the Services following repeated instances of copyright infringement by you.
    2. You agree that this Agreement specifically incorporates the provisions set out in the Copyright Dispute Policy, as amended, at the date that you entered this Agreement.

  7. Our Relationship to Users and Merchants
    1. Nothing in this Agreement shall be deemed to constitute or create a partnership, agency or employment relationship, as a matter of fact, between any User and Clay Pot Software LLC.
    2. Nothing in this Agreement shall be deemed to constitute or create a partnership, agency or employment relationship, as a matter of fact, between any Merchant or other third-party and Clay Pot Software LLC.

  8. User Conduct
    1. You understand and accept that we have no control over User Content and do not in any way guarantee its quality, accuracy, or integrity.
    2. You understand and accept that we are not responsible for the monitoring or filtering of any User Content.
    3. Should any User Content be found illegal, we reserve the right to submit all necessary information to relevant authorities.
    4. If any Shareable User Content is reported to Clay Pot Software LLC as being offensive or inappropriate, we reserve the right to ask the User to retract or otherwise modify the questionable content within 24 hours of being notified by Clay Pot Software LLC. If the User fails to meet such a request, Clay Pot Software LLC shall have full authority to restrict the User’s ability to save and/or share Shareable User Content. Clay Pot Software LLC shall also have the right to immediately terminate the User’s membership, if applicable, and right to use the Services, without further notice to the User.
    5. Without limiting the foregoing, Clay Pot Software LLC shall have the right to remove, in its sole discretion, any Shareable User Content that violates this Agreement or is otherwise objectionable.
    6. You shall be responsible for complying with all applicable federal and state laws for their content, including copyright and trademark laws.
    7. You agree not to use the Services to do any of the following:
      1. Upload, post, or otherwise transmit any Shareable User Content, or other User Content, that:
        1. violates any local, state, federal, or international laws;
        2. infringes on any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
        3. harms, threatens, defames, promotes violence or illegal activities, or is otherwise vulgar, obscene, abusive, harassing, tortuous, libelous, invasive of another’s privacy, hateful, or racially, ethically, or otherwise objectionable;
        4. links directly or indirectly to any materials to which you do not have a right to link;
        5. contains any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers, without the express permission of said third party;
        6. contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or extract information from the Services;
        7. contains any unsolicited or unauthorized advertising, solicitations, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
        8. in the sole judgment of Clay Pot Software LLC is objectionable or restricts or inhibits any other person from using or enjoying the Services, or which may expose Clay Pot Software LLC, our affiliates, or our Users to any harm or liability of any type.
      2. Use our Content to:
        1. develop a competing mobile application, website, or other software or web services;
        2. create compilations or derivative works as defined under United States copyright laws;
        3. redistribute it in any manner, including, but not limited to, sale, license, lease, rental, subscription, or any other distribution mechanism.
      3. Decompile, disassemble, or reverse engineer the Mobile Application, the Site, or any other element of the Services.
      4. Use the Services in any manner that violates this Agreement or any local, state, federal, or international laws.

  9. Ownership, Copyrights and Licenses
    1. When you save Shareable User Content (including any User Link) to the Services, you agree to grant Clay Pot Software LLC a nonexclusive, irrevocable, royalty-free, worldwide license to use, reuse, edit, modify, display, store, transmit, advertise, reproduce and distribute such content for any purpose, including but not limited to meeting any technical or other requirements we may have, monetizing (i.e. earning affiliate advertising fees from) the Shareable User Content should we decide to do so, and providing you any services associated with our Services. Clay Pot Software LLC will hold this license indefinitely.
    2. You agree that we may use your feedback, suggestions, enhancement requests, feature requests, recommendations, corrections and/or ideas (hereinafter referred to as “Feedback“) in any way, including, but not limited to, in future modifications of the Services, in other products or services, in advertising and in marketing materials. You agree to grant Clay Pot Software LLC a nonexclusive, irrevocable, royalty-free, worldwide license to use, incorporate, edit, modify, publicly display, advertise, reproduce and distribute such Feedback for any purpose, including producing derivative works, or incorporating into other works. Clay Pot Software LLC will hold this license indefinitely.
    3. You also agree that you do not have any claim to any intellectual property or derivative work produced by Clay Pot Software LLC that is based in any part or in any way on any Feedback you may give or offer to us at any time. You further acknowledge that, by accepting your Feedback, Clay Pot Software LLC does not waive any rights to use similar or related Feedback previously known to us, or developed by our employees, or obtained from sources other than you.

  10. Unlawful Activity
    1. We reserve the right to investigate complaints or reported violations of this Agreement and take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses, and traffic information.

  11. Disputes between Users, or Between Users and Third Parties
    1. You agree that all disputes between you and any other Users of the Services, or disputes between you and any third party, will be settled between you and such other third parties or Users directly, and not with Clay Pot Software LLC.
    2. You understand and accept that you alone are responsible for your interactions with other third parties and Users of our Mobile Application.

  12. Data Charges
    1. You shall be responsible for all fees charged by third parties to access and use the Mobile Application (e.g., charges by Carriers). Without limiting the foregoing, you are solely responsible for payment of all applicable fees related to any Carrier service plan you use in connection with your use of the Services (such as voice, data, SMS, MMS, roaming, and other applicable fees charged by the Carrier).

  13. Special Terms Regarding the Apple App Store
    1. If you download or access any part of the Services via the Apple App Store you agree to the following:
      1. This Agreement is between you and Clay Pot Software only, and not with Apple;
      2. This Agreement is not intended to provide for usage rules for software that are less restrictive than the Usage Rules set forth for “Licensed Applications” in, or that otherwise conflict with, the App Store Terms of Service;
      3. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services;
      4. In the event of any failure of the Services to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the Mobile Application to you;
      5. To the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Services;
      6. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (i) product liability claims; (ii) maintenance and support; (iii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iv) claims arising under consumer protection or similar legislation.
      7. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Services and/or your possession and use of the App infringe that third-party’s intellectual property rights;
      8. To comply with any applicable third-party terms when using the Services;
      9. Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary;
    2. If you download or access any part of the Services via the Apple App Store you hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
    3. We reserve the right to remove the Mobile Application from the Apple App Store at any time, for any reason, and without explanation.

  14. Termination of Use
    1. Your right to use the Services may be terminated at any time by you or us.
    2. Your rights under these this Agreement will terminate immediately upon notice if you fail to comply with any term or condition of this Agreement. Following termination: (a) you shall not represent yourself as a User; and (b) you must uninstall the Mobile Application and delete or destroy any information or content (including all copies) obtained from the Services.
    3. You understand and accept that certain provisions of this Agreement, including but not limited to copyrights, indemnity, trademarks, limitation of liability, warranty and jurisdictional issues will survive the termination of this Agreement.

  15. Disclaimers and Disclosures
    1. Errors, Corrections and Updates: We do not represent or otherwise warrant that: (a) the Services will be error-free, free of viruses or other harmful components, or that we will correct any errors; and (b) the information available on or through the Services will be correct, accurate, timely, or otherwise reliable.
    2. Affiliate Advertising Program Disclosures/Disclaimers: You understand and accept that:
      1. by tapping on a hyperlink linked to a Merchant website or application, including without limitation, the buttons entitled “Visit Merchant” or “View on Merchant”, you will be exiting the Services and following the corresponding third-party link to the application or website owned and operated by the Merchant;
      2. each of the User Links saved within the Mobile Application has a corresponding third-party link that may or may not be an Affiliate Link and that by tapping on the main body of any User Link, you will be exiting the Services and following the User Link’s corresponding third-party link to a website or application owned and operated by a third-party;
      3. we do not represent or warrant that the list of Affiliate Advertising Programs contained in the Privacy Policy will be complete, exhaustive, correct or error-free.
    3. Merchant and Advertiser Disclaimer: You understand and accept that:
      1. we do not own, operate or control the products, goods or services advertised in or accessed through our Services; and that we do not own, operate or control the products, goods or services offered on the websites or applications of the Merchants advertised in or accessed through our Services;
      2. when you make a purchase from any Merchant after accessing their website, application or service through any mobile banner advertising, Affiliate Link, User Link, or other third-party link in our Services, you are entering into a legally binding agreement between you and that Merchant only, not Clay Pot Software LLC;
      3. it is solely your responsibility to read the policies of any Merchant before you communicate with or make a purchase from that Merchant;
      4. communication with Merchants or the use or purchase of the products, goods or services of the Merchant is AT YOUR SOLE RISK AND WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED, OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY, OR NONINFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE ARE NOT LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON ANY MERCHANT WEBSITE OR APPLICATION OR ON ANY OTHER WEBSITE OR APPLICATION LINKED TO OR FROM THE SERVICES;
      5. we are not responsible for any information provided by you to Merchants, in any manner whatsoever, either on their websites or in their applications.
    4. Third-Party, or External, Links Disclaimer: You understand and accept that:
      1. all Third-Party Services are independently owned, and Clay Pot Software LLC does not in any manner whatsoever own, operate or control said external websites or applications;
      2. we have not and do not endorse, guarantee, warrant, or recommend, in any manner whatsoever, the accuracy, relevance, timeliness, or completeness of Third-Party services;
      3. YOUR ACCESS TO THIRD-PARTY SERVICES IS DONE AT YOUR SOLE RISK.
    5. Content Disclaimer: You understand and accept that:
      1. we are not responsible or liable, in any manner whatsoever, for the accuracy, timeliness, completeness, usefulness, correctness, currency, and up-to-dateness of any Content;
      2. content may be changed without notice and such changes are not guaranteed to be accurate, timely, complete, correct, current, or up-to-date;
      3. we are under no obligation to update, in any manner whatsoever, any Content;
      4. we do not represent, warrant or guarantee that any prices or other amounts calculated within the Services (“Calculations”) are correct;
      5. we are not responsible or liable, in any manner whatsoever, for any offensive, inappropriate, obscene, unlawful, or otherwise objectionable Content added to the Services by Users;
      6. ANY RELIANCE ON, OR EVALUATION OF, THE ACCURACY, TIMELINESS, COMPLETENESS, USEFULNESS OR CORRECTNESS OF THE CONTENT OR CALCULATIONS IS DONE AT YOUR SOLE RISK.
    6. General Disclaimer: You understand and accept that:
      1. we are not responsible or liable, in any manner whatsoever, for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications;
      2. we are not responsible or liable, in any manner whatsoever, for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email on account of technical problems or traffic congestion on the Internet, or any combination thereof, including injury or damage to Users’ or to any third-party’s computer, mobile phone, or other hardware or software related to or resulting from using or accessing the Services;
      3. THE CONTENT AND SERVICES ARE PROVIDED ‘AS-IS’, ‘AS AVAILABLE’, WITH ‘ALL FAULTS’, AND ALL EXPRESS OR IMPLIED WARRANTIES ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE);
      4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF THE SERVICES;
      5. WE DO NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM THE USE OF THE SERVICES;
      6. WE DO NOT REPRESENT THAT THE SERVICES ARE RELIABLE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
      7. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOUR ACCESS OR USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGE TO YOUR MOBILE DEVICE OR OTHER EQUIPMENT USED TO ACCESS THE SERVICES, LOSS OF DATA, OR OTHER HARM OF ANY KIND THAT MAY RESULT;

  16. Limitation of Liability
    1. We will not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way, directly or indirectly, from (a) any errors in or omissions in the Content or Services, (b) any product liability issues to the extent that we are not involved with the manufacturer of the product(s) giving rise to liability, (c) the unavailability or interruption of the Services, (d) your access to or use of the Services or Content, (e) the Content contained on the Services, or (f) any delay or failure in performance of the Services beyond our control.
    2. IN NO EVENT SHALL CLAY POT SOFTWARE LLC OR ITS MEMBERS, EMPLOYEES, MANAGERS OR AGENTS BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES, AND CONTENT ACCESSED THROUGH OR DOWNLOADED FROM THE SERVICES, EVEN IF CLAY POT SOFTWARE LLC IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CLAY POT SOFTWARE LLC’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION WILL AT ALL TIMES BE LIMITED TO THE LOWER OF $100 OR THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICES PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND CLAY POT SOFTWARE LLC.
    3. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE, AND SHALL NOT APPLY TO ANY DAMAGE TO YOU INTENTIONALLY CAUSED BY CLAY POT SOFTWARE LLC IN VIOLATION OF THIS AGREEMENT OR APPLICABLE LAW, OR AS OTHERWISE MANDATED BY APPLICABLE LAW THAT CANNOT BE DISCLAIMED BY THIS AGREEMENT.

  17. Arbitration
    1. Any legal controversy or claim arising from or relating to this Agreement and/or the Services, excluding legal action taken by us to collect or recover damages for, or obtain any injunction relating to, the Services or Our Content, will be settled solely by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association.
    2. Any such controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party.
    3. The arbitration will be conducted in the state of New Jersey, United States, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. You or we may seek any interim or preliminary relief from a court of competent jurisdiction in New Jersey, United States, necessary to protect our or your rights or property pending the completion of arbitration. Each party will bear half the arbitration fees and costs.

  18. Choice of Law and Jurisdiction
    1. This Agreement will be treated as if it were executed and performed in Burlington County, New Jersey, and will be governed by and construed in accordance with the laws of the state of New Jersey without regard to conflict of law provisions.
    2. You further agree to submit to the personal jurisdiction and venue of such courts. Any cause of action by you with respect to the Services must be instituted within one (1) year after the cause of action arose or be forever waived and barred.

  19. Indemnification
    1. You agree to indemnify, defend, and hold us and our partners, agents, managers, members, employees, subcontractors, successors, affiliates, assigns, third party suppliers of information, software, services, and documents, free from any liability, loss, claim, and expense, including reasonable attorney’s fees, related to your violation of this Agreement or use of the Services.

  20. Severability and Survival
    1. Should any part of this Agreement be held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law and the remaining portions will remain in full force and effect. To the extent that any Content is in conflict or inconsistent with this Agreement, this Agreement will take precedence.
    2. Our failure to enforce any provision of this Agreement will not be deemed a waiver of such provision, nor of the right to enforce such provision.
    3. Our rights under this Agreement will survive any termination of this Agreement.

  21. Entire Agreement
    1. Except as otherwise noted, this Agreement, as currently amended, constitutes the entire and only Agreement between you and Clay Pot Software LLC and supersedes all other Agreements, representations, warranties, and understandings with respect to the Services and the subject matter contained herein.

  22. Changes to this Agreement
    1. We reserve the right, at our discretion, to change this Agreement on a going-forward basis at any time. Please check the terms of this Agreement periodically for changes. In the event that a change to this Agreement materially modifies your rights or obligations, we will make reasonable efforts to notify you of such change, such as a notification through a pop-up or banner within the Services or through other similar mechanisms.
    2. If the amended terms materially modify your rights or obligations, we reserve the right to require you to provide consent by accepting the amended Agreement. If we require your acceptance of the amended Agreement, changes are effective only after your acceptance.
    3. If you do not accept the amended Agreement, we reserve the right to terminate your access to and use of the Services. All other changes are effective upon publication of the amended Agreement. Disputes arising under amended Agreement will be resolved in accordance with the version of the Agreement that was in effect at the time the dispute arose.

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