Welcome to our website. Clepher is an online platform that allows developers, individuals, companies, and agencies to easily build, host, and manage chatbots. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services, and applications (the “Service”). The Service on Clepher is owned and provided by Marketing Released B.V. (“MR”), located at Pauwenkamp 142, 3607GK, Maarssen, Utrecht, The Netherlands. Clepher is a sub-brand of MR. MR is registered at the Chamber of Commerce in The Netherlands under number 62865668.

If you continue to browse and use this website, you agree to comply with and be bound by, the following Terms of Service, which together with our privacy policy govern Clepher’s and MR’s relationship with you in relation to this website. These are the Terms of Service ("Terms", "TOS") of Clepher ("Clepher," "we," "us" or "our"). By accessing or using (mobile) applications, websites, or any other Clepher service (together, the "Service") made available by Clepher, however accessed, you agree to be bound by these Terms. The Service is owned or controlled by Clepher. These Terms affect your legal rights and obligations. If you do not agree to be bound by all of these Terms, do not access or use the Service. If You do not agree to this Agreement, You must not sign up for an account and shall not make use of any of the Services or the Site.

By agreeing to this Agreement, you acknowledge that You have read this Agreement, understood it, and agree to be bound by its Terms of Service. We may amend this Agreement from time to time. We will provide You with advance notice of the modifications via email to the email associated to Your account and by posting a written notice on Our Site and You hereby agree that this shall constitute adequate notice in this regard. All amended terms take effect the day you use the Site and/or Services or 30 calendar days after they are posted on the Site, whichever is earlier. Your use of the Site and/or Services constitutes your acceptance of the modified Agreement.

If you have any questions, comments, or concerns regarding these terms or the Service, please contact us via our support desk or send an email to support@clepher.com.

PLEASE READ THE FOLLOWING IN ITS ENTIRETY BEFORE PURCHASING AND/OR USING ANY INFORMATION CONTAINED ON OUR SITE.

These Terms of Service (the “Terms”) are a binding contract between you and MR and Clepher. Clepher is formerly known as Clepher ("CM"); this means that any person using The Services or the Site while the CM brand was active automatically is subject to the Terms. Your use of the Service is also governed by and subject to the Facebook Platform Policies and Facebook Commerce Product Merchant Agreement, which are hereby incorporated by reference and are a part of these Terms. You are solely responsible and liable for complying with the Facebook Platform Policies and Facebook Commerce Product Merchant Agreement. You must agree to and accept all of the Terms, or you don’t have the right to use the Service. Your use of the Service in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Service.

What are the basics of using Clepher?

In order to use the Service you are required to sign up for an account and log-in to Clepher -- in order to make use of the Service, you need to connect through your Facebook account in order for Clepher to collect your Facebook fan pages which are required to run your Chatbot(s). You're required to specify a password and username (“Clepher User ID”). When using the Service you promise to provide us with accurate, complete, and updated registration information about yourself. You may not transfer your account to anyone else without our prior written permission. You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and have your parent or guardian to agree to these Terms on your behalf). If you are using our services on behalf of an organization or entity, you warrant that you have the authority to represent and agree to these Terms of Service, which will be binding on the organization. (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). You will only use the Service for your own internal use, and only in a manner that complies with all laws that apply to you, except that you may build chatbots using the Service and sell and/or otherwise exploit and commercialize the chatbots you have built. If your use of the Service is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your use of the Service in a way that breaks the law. You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.

2. Account Registration, Access, and Disclosure

2.1. You agree to provide Us with complete and accurate information upon registration and to keep such information accurate and up-to-date during Your course of the use of Our Service. You are advised to keep Your login credentials strictly confidential and to refrain from disclosing these to anyone. We shall not be held responsible for unauthorized access to Your Account arising from Your failure to keep Your login credentials safe and secure.

2.2. If You are using the Site or Services for and on behalf of a legal entity You may do so by creating a separate Account with Clepher or by adding a new Client to Your existing Agency Account (if purchased access to). Any such separate Account or new Client to Your existing Account shall be governed by the Terms of Service set forth in this Agreement and as further detailed in clause 2.6 hereunder. If You are using the Site or Service for and on behalf of a legal entity, You shall be, and shall be presumed to be empowered by and/or properly authorized for and on behalf of that legal entity and You and the legal entity shall be jointly and severally subject to this Agreement. If You no longer remain a duly authorized representative of the legal entity, You and/or the organisation/entity shall immediately inform Clepher. The legal entity shall continue to be bound by the Agreement until a new authorized representative has been notified to Clepher. Clepher shall not be responsible for the failure of the organization or entity to inform Clepher of the change of representative

2.3. You agree to Us, Our contractors or Our employees, after obtaining Your prior consent, to access Your Account and the information that You have provided for support, maintenance and servicing purposes or for any security-related, technical or billing reasons.

2.4. It is Your responsibility to protect Your personal data and maintain the confidentiality of Your user information and passwords. You are also responsible for promptly notifying Clepher of any unauthorized use of Your account, or breach of Your account information or password. To the extent that such loss has not been caused due to gross negligence, willful misconduct or fraud or by Clepher, Clepher will not be liable for any loss that You may incur as a result of someone else using Your username or password, either with or without Your knowledge. To the extent allowable by the Applicable Law, You shall be liable for any expenses, including usage charges and fines, fees, civil judgments, and reasonable attorney's fees for Your intentional or negligent failure to safeguard user and password information and/or promptly notifying Clepher about any unauthorized use of Your account or breach of Your account information or password.

2.5. If You are: a parent company owning a majority shareholding (51% or higher) in a subsidiary company or other legal entity; or a subsidiary company or other legal entity, owned by a parent company owning a majority shareholding (51% or higher); and wish to extend this Agreement to either Your parent company or Your subsidiaries, as the case may be, You may do so by creating a separate Account with Clepher or by adding a new organization site to Your existing Account. Any such separate Account or new organization site to Your existing Account shall be governed by the Terms of Service set forth in this Agreement.

2.6. Your parent company or subsidiary(ies), as the case may be, shall be deemed to be a third-party beneficiary of this Agreement with the same rights and obligations attributed to You and Clepher under this Agreement and shall take on all responsibilities and obligations as if such parent company or subsidiary, as the case may be, were You.

3. Extent of Services

3.1. The extent of the Service(s) to which You will have access to may be dependent on the relevant Subscription Plan, Subscription Term and respective and timely payment of Service fees to Clepher.

4. Subscription

4.1. We offer several different Subscription Plans for Our Services. The applicable Subscription Term Plan depends on Your choice. Your Subscription Plan is selected during Your Account registration and You can choose to change Your plan at any time. Information about Our standard plans can be found on Our Pricing page. All fees quoted on Our site are exclusive of VAT or any other taxes that may be applicable in Your jurisdiction. For additional information on Our Subscription Plans, please Contact Us. You may upgrade or downgrade Your Subscription at any time during Your Subscription Term, upon which We will apply the respective fees on a pro-rata basis.

4.2. Following Your current Subscription Term, We reserve the right to amend the Subscription Plans and/or Subscription Term at any time or introduce new fees and/or subscription levels or charges. We will provide You with thirty (30) calendar days' written notice in advance during which You will have the right to unsubscribe from, or change Your current Subscription Plan, should You not agree with these amendments.

5. Subscription Term and Renewal

5.1. Trial Period. The duration of the trial period is specified during the Account creation process. At the end of the trial period, You will be prompted to enter Your payment details if You have not already done so. If You've already updated Your payment details, Your credit card or PayPal account will be automatically charged on the displayed billing date on the billing section associated to Your Account on Our Site.

5.2. Renewal Term. Unless Clepher is notified in writing at least three business (3) days before the end of the conclusion of Your current Subscription Term (or any subsequent Renewal Term) that You do not intend to renew Your subscription, You will be enrolled into an automatic renewing cycle for the same term at the conclusion of the Subscription Term (the "Renewal Term"). This applies to all Subscription Plans involving payment, and works the same for both monthly and annual renewals. Any written notice of Your intention not to renew shall be provided to the following email address: support@clepher.com. The email must come from the registered Clepher account owner.

6. Termination

6.1. Either You or We may terminate this Agreement for cause as a result a material breach by the other party of the terms hereof in this Agreement, if the defaulting party fails to cure such material breach within fifteen (15) calendar days of its receipt of written notice of the breach from the non-defaulting party. In addition, We may immediately terminate this Agreement if You: (i) terminate Your business activities or become insolvent; (ii) admit in writing to the inability to pay Your debts as they mature; (iii) make an assignment for the benefit of creditors; (iv) become subject to direct control of a trustee, receiver or similar authority; or (v) do not pay the fees when due in accordance with Your Subscription Plan. In the event this Agreement is terminated for cause due to Your uncured material breach, You agree, without limiting any of Our other rights or remedies, to pay all remaining fees payable through the remainder of Your Term.

6.2. In the event this Agreement is terminated for cause by You due to Our uncured material breach, You shall be entitled to a pro rata refund of all fees previously advanced to Us from the date of the termination through the end of the Subscription Term.

6.3. You may terminate this Agreement by requesting Your account to be deactivated and deleted while logged into the Service. Clepher may also terminate Your right to use the Site and/or Services with or without cause at any time. Clepher shall notify You via email to Your registered email account if We terminate Your Account. Your obligation to pay accrued charges and fees accrued up to the date of termination, shall survive any termination of this Agreement. In the event of any termination of this Agreement, the limitations on Your use of the Services as set forth in Clause 7 and Our warranties as set forth in Clause 10 shall survive such termination.

6.4. Upon expiration of the Subscription Term, or termination, howsoever occasioned, Your Subscription Plan shall immediately terminate and consequently, You may make use of the free version of the Service.

7. Limited Licences

7.1. Subject to this Agreement, Clepher grants You a limited, revocable, non-exclusive, non-transferable and non-assignable licence to use the Site and/or access the Services as a software as a service (SaaS) solution for enterprise, and commercial use subject to the other terms of this Agreement. You hereby agree not to resell any part of the Services. You shall not transfer, lease, sub-license, modify, reverse engineer, decompile or disassemble the Site and/or any part of the Services. You shall not copy, adapt, alter, modify, translate, or create derivative works of the Site and/or Services without prior written authorization of Clepher. You represent and warrant that You shall not use the Services for illegal purposes or for the transmission of information that may be classified as unlawful, libellous, abusive, obscene or that infringes any rights, including Intellectual Property Rights of others.

7.2. You shall not permit Third Parties to use the Services, with the exception of clauses 2.5 and 2.6 above, including but not limited to shared use via a network connection, except under the terms of this Agreement.

7.3. In order to protect the Intellectual Property Rights to the Services, You shall not circumvent or disable any technological features or measures in the Services. You shall not use the Services, including in conjunction with, any device, program, or service designed to circumvent any deployed technological measures, in an attempt to control access to, or the rights in, a content file or other work protected by intellectual property laws.

7.4. Any such forbidden use as details above shall constitute a material breach of this Agreement and shall prompt Us, at Our own discretion, to immediately terminate Your right to access the Service. Any breach of this Clause shall make You liable for damages suffered by Clepher.

8. Proprietary Rights

8.1. Except as otherwise stated herein, all rights, titles and interest in the Site and/or the Services and any content contained therein is the exclusive property of Clepher, except as otherwise stated herein. Unless otherwise specified, the Services are for Your limited use only and if You copy or download any information from this Site and/or Service, You agree that You shall not remove or obscure any copyright or other notices or legends contained in any such information.

8.2. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes, in whole or in part, any information, software, products or Services obtained from the Site and/or the Services, except for the purposes expressly provided herein, without Clepher's prior written approval.

8.3. Except for those Intellectual Property Rights that are already owned, registered or vested in Your name, or those Intellectual Property Rights that are created by or for You during the duration of this Agreement, all Clepher trademarks, trade names, Service marks, logos and other Intellectual Property Rights in and to the Site and Services are proprietary to Clepher. Your use of any marks on the Site and Services in any manner other than as authorized in this Agreement, or as authorized in writing by Clepher, shall be strictly prohibited.

8.4. All Your trademarks, trade names, service marks and logos are proprietary to You. Clepher's use of any of Your marks in any manner other than as authorized in this Agreement, or as authorized in writing by You, is strictly prohibited.

8.5. In the course of performing the Services, Clepher will have access to some of Your Data. All rights, title and interest in the Data is Your exclusive property, except as otherwise provided for herein throughout this Agreement.

8.6. Clepher shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes, in whole or in part, any of Your Data belonging to You, except for the purposes of the provision of performing the Services expressly provided for herein, without any further prior need of approval or consent from You.

8.7. For the avoidance of doubt, Clepher will keep Your Data confidential and maintain Your Confidential Information in the strictest of confidence. In this respect, Clepher will not disclose or permit disclosure of Your Data to any unauthorized person, and will only make such limited use as strictly necessary for Clepher to perform the Services. For the avoidance of doubt, all such rights to Clepher to use Your Data shall be granted solely for the duration of this Agreement and in accordance with Our Privacy Policy.

8.8. You acknowledge and agree that Clepher may disclose any Data if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any of Your content and/or Data violates the rights of Third Parties; or (d) protect the rights, property, or personal safety of Clepher, the Site, the Services, its users, and the public.

8.9. In the event that You provide Clepher with any feedback, suggestions, comments or improvements with respect to the Site and/or Services, You hereby grant Clepher with a non-revocable, sub-licensable and royalty free right and licence to make use of, copy, disclose, licence, and distribute such feedback, suggestions, comments or improvements in any manner without any obligations, of whatever kind, towards You. Nothing in this Agreement shall be construed as a limitation on Clepher to make use, develop and market any Services incorporating the feedback, suggestions, comments or improvements that You have provided.

8.10. For the avoidance of doubt, all such rights to Clepher to use Your Data shall be granted solely for the duration of this Agreement.

9. Confidential Information

9.1. The person in receipt of Confidential Information (the "Receiving Party") shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the other party (for the purposes of this section, the "Disclosing Party"). Receiving Party shall ensure restriction of access to Confidential Information to its employees, contractors and Third Parties as is commercially and reasonably required and shall require those persons to sign and abide by nondisclosure restrictions at least as protective as those contained within this Agreement. The Receiving Party shall not, without the prior written approval from the Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any Confidential Information. The Receiving Party shall return to the Disclosing Party any Confidential Information and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately where the Disclosing Party so requests in writing.

10. Warranties

10.1. Clepher warrants and represents to You that:

• The Service is provided in accordance with the Applicable Law;
• The Intellectual Property Rights (including without limitation all copyright, trademarks, design rights, Service marks, whether registered or unregistered) in any material provided by Clepher as part of the Site and/or the Services do not, to the best of Clepher knowledge, infringe any Third Party Intellectual Property Rights when used in accordance with this Agreement;
• Clepher will only use Your Data in accordance with this Agreement, including its annexes; and
• Clepher represents and warrants to You that it has all necessary rights and authority to enter into the Principal Agreement and any Addendum to perform the Services.

10.2. You represent and warrant that You will comply with all applicable laws and regulations applicable to You when using Our Service. You agree to provide and maintain a legally adequate privacy policy that accurately discloses Your practices with respect to the collection, use, and disclosure of Personal Data, including Personal Data collected through your use of Our Service. You are responsible for determining whether You are subject to any sector-specific privacy laws or regulations, including but not limited to the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach Bliley Act (GLBA), the Children’s Online Privacy Protection Act (COPPA), the Family Education Rights and Privacy Act (FERPA) or any law concerning the privacy of any collected personal information or other laws as may be applicable to You, and for determining whether Our Service is suitable for You to use in light of the application or potential application of any such laws or regulations. If You are subject to specific laws or regulations, You represent and warrant that your use of Our Service will be in accordance with such laws or regulations. Clepher will not be held liable for Your failure to provide a legally adequate privacy policy or if Our Service does not meet the requirements imposed by any privacy laws or regulations to which you are subject.

10.3. If You are located in the European Economic Area (EEA) or have any visitors in the EEA, You represent and warrant that You use the Service in accordance with the GDPR, including that You:

• will clearly describe in writing how You plan on using any Data processed, including for Your use of Our Service. We have developed some model wording You can use for this (please seek advice from Your own counsel before using it!);
• have complied, and will comply, with all regulations, as well as Data protection, electronic communication, and privacy laws that apply;
  have processed all Data relating to any individual in compliance with all Data protection laws and regulations; and
• You agree to indemnify and hold Us harmless from any losses, including attorney fees, that result from Your breach of any part of these warranties;
• You further agree that, if applicable to You, You have signed Our Data Processing Agreement.
  

10.4. You agree, in connection with Your use of the Service, to comply with all applicable export and re-export control laws and regulations. You warrant that You are not located in a United Nations Security Council sanctioned country and are not on a sanctioned persons list. You also warrant that You will not purchase the Service using funds sourced from a sanctioned country.

11. Limitations

11.1. In no event shall Clepher, its owners, suppliers or any of their respective owners, directors, employees, contractors and/or agents be liable to You or any Third Party for any direct, indirect, special, exemplary, punitive or other consequential or incidental damages (including but not limited to any lost profits or revenue, interruption, loss of programs or other information, or any other pecuniary loss) arising directly or indirectly from (i) Your use of or access to the Site and/or Services, or any content, products or services distributed on or provided through the Site and/or Services, (ii) for any failure or interruption of the Site and/or Services; whether arising out of errors, omissions, loss of data, defects, viruses, interruptions or delays in operations or transmission or any other cause, whether based on warranty, contract, tort (including negligence) or any other legal theory, even if Clepher or its suppliers have been expressly advised of the possibility of such damages.

11.2. In any event, and without prejudice to the above, Clepher's total maximum aggregate liability under this Agreement, including any annexes herewith, or in respect of the use or exploitation of any part or all of the Site or Services, the content or user material in any manner whatsoever shall not exceed Your monthly subscription fee.

12. Data Retention

12.1. Clepher commits to securely storing data on behalf of Our customers in accordance with their Subscription Plan and timeframes corresponding to each Subscription Plan. All data exceeding the stated timeframe will be routinely and permanently deleted from Our systems.

12.2. You expressly acknowledge and accept that Clepher does not provide any archiving or backup services, and may delete Data that is no longer in use and exceeds the timeframes stipulated in the applicable Subscription Plan. Clepher expressly disclaims all obligations with respect to archiving, storage and backup of Data.

13. Assumption of Risk

13.1. You use the Internet solely at Your own risk and subject to all applicable local, state, national, and international laws and regulations. While Clepher has endeavoured to create secure and reliable Site and Services, Clepher is not responsible for the security of any information outside of its control. Clepher shall have no liability for interruptions or omissions in Internet, network or hosting services. You assume the sole and complete risk of using the Site and the Services.

13.2. You hereby declare that You are aware that as a result of the global nature of the Internet and World Wide Web, the Site and/or Services are available online and may generally be accessible from anywhere in the world at any time. Access to the Site and/or Services may not be legal by certain persons or in certain jurisdictions. Access to and use of the Site and/or the Services are at Your own risk and You shall be responsible for compliance with the laws of Your jurisdiction and any jurisdiction in respect of which You use the Site and/or Services. You agree to comply with all local rules regarding online conduct and acceptable content in any generated content.

14. Links

14.1. The Site and/or Services may include links to certain websites, materials, or content developed by Third Parties. Clepher has not reviewed all of the sites linked to its Site and/or Services and shall not be responsible for the contents of any such linked material. The inclusion of any link does not imply endorsement by Clepher of such material and Clepher shall not be held liable in respect of any links contained therein. Use of any such linked material shall be at Your own risk. Clepher reserves the right, in its sole and absolute discretion, to discontinue links to any other material at any time and for any reason.

15. Advertising

15.1. Unless You specifically withdraw Your consent to this clause by sending an email at support@clepher.com, You hereby acknowledge and consent to Clepher making use of any of Your marks, logos and trade names to identify You as Clepher's customer on Clepher's Site and/or Services, in addition to any other marketing material.

16. Enforcing Security

16.1. Actual or attempted unauthorized use of any of the Site and/or Services may result in the institution by Us of criminal and/or civil prosecution. For Your protection, we reserve the right to view, monitor, and record activity on the Site and/or Services without notice or further permission from You, to the fullest extent permitted by the Applicable Law, and only in accordance with this Agreement. This right extends to Our review of tracking activity and details pertaining to claimed violations by You. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity on any of the Site and/or Services.

17. Severability

17.1. If any provision of this Agreement is found, by any court having competent jurisdiction, to be unenforceable, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect to the maximum extent possible.

18. Indemnification

18.1. Our Indemnification Obligations: We agree to indemnify, defend, and hold You harmless from and against any claims brought by Third Parties arising from or relating to Our violation of a Third Party's Intellectual Property Rights directly arising out of Your use of the Services in accordance with the terms of this Agreement. Notwithstanding the foregoing, We shall have no indemnification obligation with respect to any claims (i) arising out of or related to Your Data (ii) to Your violation of any applicable laws; (iii) Your violation, whether alleged or actual, of any Third Party rights, including but not limited to data protection and privacy rights.

18.2. Your Indemnification Obligations: You shall indemnify, hold harmless and defend Clepher, including any of its subsidiaries, officers, owners, partners, directors, employees, contractors, agents, subsidiaries, shareholders, licensors, suppliers and other partners ("Clepher Indemnified Parties"), to the maximum extent permitted, in full and in perpetuity, and at Your own cost, from any third party liabilities, claims, costs, expenses, obligations, losses or damages, excluding indirect damages and consequential loss that may arise from (i) Your unauthorised use of any material obtained through the Site and Services; (ii) Your use and access to the Site and Services which is not in accordance with this Agreement; and (iv) Your violation, whether alleged or actual, of any Third Party rights.

18.3. Indemnification Procedures: The parties' respective indemnification obligations above are conditioned on: (a) the indemnified parties giving the indemnifying party prompt written notice of the claim, except that the failure to provide prompt notice will only limit the indemnification obligations to the extent the indemnifying party is prejudiced by the delay or failure; (b) the indemnifying party has full and complete control over the defense and settlement of the claim; (c) the relevant indemnified parties providing assistance in connection with the defense and settlement of the claim (as long as the settlement does not include any payment of any amounts by or any admissions of liability, whether civil or criminal, on the part of any of the indemnified parties), as the indemnifying party may reasonably request; and (d) the indemnified parties' compliance with any settlement or court order made in connection with the claim. The indemnifying party will indemnify the indemnified parties against: (i) all damages, costs, and attorneys' fees finally awarded against any of them with respect to any claim; (ii) all out-of-pocket costs (including reasonable attorneys' fees) reasonably incurred by any of them in connection with the defense of the claim (other than attorneys' fees and costs incurred without the indemnifying party's consent after it has accepted defense of such claim); and (iii) all amounts that the indemnifying party agreed to pay to any third party in settlement of any claims arising under this Clause and settled by the indemnifying party or with its approval.

18.4. Infringement Remedy: If You are enjoined or otherwise prohibited from using any of the Services or a portion thereof based on a Third Party Intellectual Property infringement claim covered by Our indemnification obligations under this Clause above, then We will, at Our sole expense and option, either: (a) obtain for You the right to use the allegedly infringing portions of the Services; (b) modify the allegedly infringing portions of the Services so as to render them non-infringing without substantially diminishing or impairing their functionality; or (c) replace the allegedly infringing portions of the Services with non-infringing items of substantially similar functionality. If We determine that the foregoing remedies are not commercially reasonable, then We will promptly provide a prorated refund to You for any prepaid fees received by Us under this Agreement that correspond to the unused portion of the Term. The remedy set out in this Clause is Your sole and exclusive remedy for any actual or alleged infringement by Us of any Third Party Intellectual Property Rights in the event that You are enjoined or otherwise prohibited from using any of the Services or a portion thereof based on a claim covered by Our indemnification obligations under this Clause.

18.5. You shall be solely responsible with respect to defending any such claims, and for the payment of losses, costs, damages or expenses resulting from the foregoing to both a Third Party and to Clepher in connection therewith. You shall not, without the prior express written approval of Clepher, attempt to, or settle, dispose or enter into any proposed settlement or resolution of any claim (whether having been finally adjudicated or otherwise) brought against You, if such settlement or resolution results in any obligation or liability for Clepher. Provided that this clause shall survive termination of this Agreement, howsoever occurred, and termination of Your access and/or use of the Site or Services.

19. Governing Law and Dispute Resolution

19.1. This Agreement is governed by, and construed in accordance with the laws of The Netherlands. The parties agree that any dispute or claim arising out of or in connection with this Agreement or its subject-matter, shall be subject to the exclusive jurisdiction of the Dutch Arbitration Centre in accordance with the Dutch Arbitration Act (Dutch Code of Civil Procedure “DCCP” -- Articles 1020-1076 DCCP of the Laws of the Netherlands) and the arbitration rules of the Dutch Arbitration Centre in force at the time of the dispute. Clepher shall retain the right, at its option and for its exclusive benefit, to institute proceedings regarding or relating to Your use of the Site and Services in the Courts of law of the country in which You reside.

20. Waiver of Jury Trial

20.1. You and Clepher waive their rights (if applicable) to a trial by jury relating to all claims and causes of action (including counterclaims) related to or arising out of this Agreement. This waiver shall also apply to any subsequent amendments or modifications to this Agreement.

21. No Class Actions

21.1. All claims between the parties, including parent companies and subsidiaries mentioned in clauses 2.5 and 2.6 above, related to this Agreement will be litigated individually and you will not consolidate or seek class treatment for any claim with respect to the Services.

22. Waiver of Compliance of this Agreement

22.1. Our failure to enforce, at any time, any of the provisions, conditions or requirements of the Agreement, or the failure to require, at any time, performance by You of any of the provisions of the Agreement, shall in no way waive Your obligation to comply with any of the provisions of the Agreement or Our ability to enforce each and every such provision as written.

22.2. Any and all waivers by either party hereto of any provision, condition or requirement of the Agreement will only be effective against the other Party if it is in writing and signed by an authorized officer of that Party, and any such written waiver will not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

23. Assignment and Delegation

23.1. Neither Party may assign or delegate any rights or obligations under the Agreement without the prior written consent of the other party. Notwithstanding the foregoing, both parties may assign their rights and obligations under the Agreement in connection with a consolidation, merger, acquisition or sale of substantially all of their assets, shares or activities without the prior written consent of the other party.

24. Relationship of the Parties

24.1. Subject to the contrary set forth herein, nothing contained in these Terms shall be interpreted or construed to create a partnership, agency, single employer, joint employer or any other type of employment relationship between the parties hereto, or to impose liability attributable to such relationship upon either party. Neither party will have any right, power or authority to enter into any agreement on behalf of, to incur any obligation or liability of, or to otherwise bind the other party."

25. Survival.

25.1. Rights and obligations under this Agreement which by their nature are intended to survive termination, including without limitation the indemnification and liability limitations provisions set forth in this Agreement, shall remain in full effect after termination or expiration of the Agreement.

26. Privacy / Data Protection

26.1. Please refer to Our Privacy Policy for details on Our privacy practices through the use of Clepher. By using Clepher, You acknowledge that You may collect information which is considered as being personal information and/or personal information which is defined as being sensitive, under applicable laws. You acknowledge that You shall be solely and exclusively responsible to provide all the necessary controls on Your website and Chatbot(s) as well as obtain any consent, which You might be legally obliged to obtain from Your customers.

26.2. By accepting the terms contained within this Agreement, including its annexes, You acknowledge represent and warrant that You shall comply with all applicable laws, including but not limited to data protection and privacy laws and that you shall indemnify Clepher Indemnified Parties against any Third Party claims related to violation of such applicable laws in the use of the Service.

26.3. Privacy Policy on Your website: We shall not be held responsible or liable upon failure to do so from Your end. Failure to implement such privacy policy terms on Your website and chatbot(s) might result in the termination of Your Account. Our Privacy Policy is hereby incorporated by reference into and made part of this Agreement.

27. DISCLAIMER

The materials contained on the Clepher site and services are provided "as is". Other than for the express warranties contained in clause 10 of this agreement, Clepher hereby makes no further warranties, whether expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or other violation of rights infringement. Further, Clepher does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its site or services, or otherwise relating to such materials or on any third party sites or services linked to within the site or services or that the services will be error-free or provide certain results.

28. Earnings & Testimonials

28.1. Every effort has been made to accurately represent this product and it’s potential. You agree and understand there is no guarantee that you will earn any money using the Service, techniques and ideas on Our Site. Examples on Our Site are not to be interpreted as a promise or guarantee of earnings. Earning potential is entirely dependent on the person using our product, their ideas and techniques. We do not purport this as a “get rich scheme”, any claims made of actual earnings or examples of actual results are not typical. Your level of success in attaining the results claimed in our materials depends on the time you devote to the program, ideas and techniques mentioned, your finances, knowledge and various skills. Since these factors differ according to individuals, we cannot guarantee your success or income level. Nor are we responsible for any of your actions.

28.2. Our product and our website may contain information that includes or is based upon forward-looking statements within the meaning of the securities litigation reform act of 1995. Forward-looking statements give our expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a description of potential earnings or financial performance. Any and all forward looking statements here or on any of our sales material are intended to express our opinion of earnings potential.

28.3. Many factors will be important in determining your actual results and no guarantees are made that you will achieve results similar to ours or anybody else's, in fact no guarantees are made that you will achieve any results from our ideas and techniques in our material.As with any business, your results may vary, and will be based on your background, dedication, desire and motivation. We make no guarantees regarding the level of success you may experience. Any testimonials and examples used are exceptional results, which do not apply to the average purchaser, and are not intended to represent or guarantee that anyone will achieve the same or similar results. You may also experience unknown or unforeseeable risks which can reduce results. We are not responsible for your actions.

29. Refunds

29.1. Since Clepher is offering non-tangible irrevocable goods, a digital product, a software, Clepher does not issue refunds once the order is accomplished, completed and the product is sent. As a customer, you are responsible for understanding this upon purchasing any item on our site. By purchasing, and getting access to, Clepher (the "Service"), you agree and understand that you are bound, and only bound, by our 30 day money-back guarantee on special offerings. Meaning, you as a customer can get a full refund on your initial purchase (to clarify, the first purchase of a particular item only) if the request has been made within 30 days of the initial sale. You agree that if the request is made outside of this period, we don't issue a refund. You agree that when your purchased Clepher outside a special offering we don't issue a refund. You agree that any payments, whether one-time or subscription based, outside of this 30-day period are non-refundable. However, you have the right to cancel subscription at any time, you're not locked into any contract, and there are no long-term commitments.

29.2. We realize that exceptional circumstance can take place with regard to the character of the product we supply. If any of the reasons below apply to you, you may discontinue with the Service. This part of the Refund Policy only applies to initial purchases of our product(s). Meaning, you as a customer can get a full refund on your initial purchase (to clarify, the first purchase of a particular item only) if the request has been made within 30 days of the initial sale when your purchase is considered a special offer. You agree that any payments, whether one-time or subscription based, outside of this initial 30-day period are non-refundable;

29.3. Please note that we do not carry any responsibility and therefore we do not satisfy any refund/return/exchange requests based on incompatibility of our products with some third-party software (plug-ins, add-ons, modules, search engines, scripts, extensions etc) other than those which are specified as compatible in a description available on the preview page of each product. We don’t guarantee that our products are fully compatible with any third-party programs and we do not provide support for third-party applications.

29.4. Please note that we do not carry any responsibility, and therefore, we do not satisfy any refund/return/exchange requests based on refund requests sent to the wrong channel. Accordingly, you agree that you're required to send your refund request within the first 30 days of the initial sale to the right support channel. You can file your refund request through the Clepher support desk here, our chatbot on Messenger here, or by sending an email with the subject line "Refund" to support@clepher.com. Any refund request that comes in via another channel is not deemed a valid refund request.

29.5. Your 30-day FREE trial of Pro will convert into a subscription. This is more than enough time to evaluate if you want to keep the Pro features attached to your account. You agree that when you're charged for Pro, you are not eligible to receive a refund. This applies to both the first payment of this particular subscription plan and any subsequent renewals. By purchasing this subscription, you agree that you have thoroughly reviewed and understood the details of the plan and its features, and acknowledge that payments made beyond the initial 30-day Trial period are non-refundable. If you choose to cancel your subscription, you will not be charged for any future renewals, but you will not receive a refund for any payments already made. Please note that canceling a subscription does not entitle you to a refund for any unused portion of the subscription term.

29.6. Any yearly subscriptions we offer are not eligible for a refund after 30 days have passed since the initial sale. Meaning, you only receive a refund when you ask for it within 30 days of the initial sale that starts the subscription. By purchasing any yearly subscription, you agree that you have thoroughly reviewed and understood the details of the plan and its features, and acknowledge that payments made beyond the initial 30-day period are non-refundable. If you choose to cancel your yearly subscription, you will not be charged for any future renewals, but you will not receive a refund for any payments already made. Please note that canceling a yearly subscription does not entitle you to a refund for any unused portion of the subscription term.

30. Affiliate Program Terms

30.1. You are NOT permitted to conduct e-mail promotions in a 3rd party system – all email contacts MUST be your OWN opt-in email list. This means; you cannot buy solo ads, use safe lists, use spam or anything similar. Commission(s) made through this may be nullified, voided, or held back.

30.2. You must NOT run “negative” PPC or iframe domain campaigns such as “Product name / author name scam” or any other method to attract controversial click through rates that an ordinary person would deem to portray a negative view of the product. This creates a bad image for our company, brands, and the individuals featured in the products and you will be terminated from the program instantly. Commission(s) made through this may be nullified, voided, or held back.

30.3. You cannot earn commission on your own purchase. Any ‘self’ purchase commission(s) may be nullified, voided, or held back.

30.4. iFrames, review sites and cloaked domains are permitted as long as they do not contain offensive or negative domain URLs.

30.5. Affiliate payments will be set as delayed for all affiliates we don't have an existing business relationship with. For all other affiliates, basically if we 'know' you, the commissions will be set to instant. All affiliates need to describe briefly how you will be promoting.

30.6. We run a legitimate business, which means that we always correctly illustrate and represent our products and their features and benefits to the customer. Please make sure you do the same. Anyone found using misleading claims, inaccurate information or false testimonials (or anything that does not comply with FTC guidelines) will have their affiliate account revoked immediately. Any commission(s) made while not abiding by this may be nullified, voided, or held back.

YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTOOD IT, AND AGREE TO BE BOUND BY ITS TERMS.

Further Information

If you have any questions about our Privacy Policy or our privacy practices, please Contact Us at support@clepher.com, or send mail to;

Contact Information

Attention: Clepher
Marketing Released B.V.
Pauwenkamp 142, 3607GK.
Maarssen, The Netherlands
support@clepher.com