Master Subscription Agreement

This Subscription Agreement (“Agreement”) governs your use of and access to the Services provided by ClientPoint (“Company”, “We”, “Us”, “Our” or “ClientPoint”).  Please read these terms of use carefully as they contain important information regarding your legal rights, remedies, and obligations. By using the ClientPoint Services, you accept and agree to be bound and abide by the terms and conditions set forth in this Agreement.

BY ACCEPTING THIS AGREEMENT, BY CLICKING A BOX INDICATING YOUR ACCEPTANCE; BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT;OR,FOR FREE SERVICES, BY USING SUCH SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

This Agreement was last updated on November 4, 2020. It is effective between You and Us as of the date of Your accepting this Agreement.


1. Definitions.

Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Content” means any material, such as audio files, video files, electronic documents, or images, that you upload and import into the Services or Software in connection with the Client’s use of the Services.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between the Client and ClientPoint or any of Our Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Free Services” means Services that ClientPoint makes available to the Client free of charge. Free Services exclude Services offered as a free trial and Purchased Services.

"Participating Service Partners" means any third party whose services or products are integrated into the Client’s ClientPoint experience.

“Purchased Services” means Services that the Client or its Affiliate purchase under an Order Form, as distinguished from Free Services or those provided pursuant to a free trial.

“Services” means the products and services that are ordered by the Client under an Order Form or provided free of charge (as applicable) or under a free trial and made available online by ClientPoint.

“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by the Client to use a Service, for whom the Client has purchased a subscription (or in the case of any Services provided by ClientPoint without charge, for whom a Service has been provisioned), and to whom the Client (or, when applicable, ClientPoint at the Client’s request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, the Client’s employees, consultants, contractors and agents, and third parties with which the Client transact business.

“You”, “Your”, “Client”, or “Subscriber” means, in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity which have entered into Order Forms.

“Your Data”, “Client Data”, or “Subscriber Data” means electronic data and information submitted by or for the Client to the Services.


2. Limitations, Modifications and Obligations.

2.1 Limitations.

ClientPoint will not be responsible or liable for any failure in the Services resulting from or attributable to (a) the Client’s Systems, (b) Client’s network, telecommunications or other service or equipment, (c) the Client’s or the Client’s third party’s products, services, negligence, acts or omissions, (d) any force majeure or cause beyond the Company’s reasonable control, (e) the Client’s scheduled maintenance or (f) unauthorized access or breach by third parties. The Client is responsible for maintaining the confidentiality of its account access password, and for all activities that occur under its account.

2.2 Technology Limitations and Modifications.

ClientPoint will make reasonable efforts to keep the Service operational. However, certain technical difficulties, maintenance, or updates may, from time to time, result in temporary interruptions. ClientPoint reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, functions and features of the Service with or without notice. However, ClientPoint will do its best to notify the Client of any such interruptions.

ClientPoint commits to provide 99.7% uptime during each calendar month of the Term, excluding regularly scheduled maintenance times and events caused by Force Majeure. If, in any calendar month, this uptime commitment is not met by ClientPoint and the Client is negatively impacted (i.e., the Client did not have access to the Service due to the unscheduled downtime of the Service), the Client may, as its sole and exclusive remedy, receive a refund of the monthly subscription fees for the then-current month. Regularly scheduled maintenance time does not count as downtime. Maintenance time is regularly scheduled if it is communicated to the administrators of the Client at least forty-eight (48) hours in advance of the maintenance time.  Maintenance is typically scheduled at night on the weekend and takes less than five (5) to ten (10) hours each month.  Commonly maintenance windows are under 20 minutes. ClientPoint, in its sole discretion, may take the Service down for unscheduled maintenance and, in that event, will attempt to notify Client in advance. Such unscheduled maintenance will be counted against the uptime guarantee.  Uptime is calculated by this formula based on calendar month minutes: Uptime = (Total Minutes – Unplanned Downtime – Excluded Downtime) ➗ (Total Minutes – Excluded Downtime) ✕ 100    

You acknowledge that the Service is dependent on Your implementation and configuration of the Service and the availability and performance of technology from third-party software and hardware vendors including but not limited to salesforce.com, Salesforce AppExchange products and custom applications, Microsoft, Google, CRM Providers, the providers of Internet browsers, providers of connectivity, and other third party providers. ClientPoint has no control over, and is not liable for performance issues or downtime of the Service to the extent caused by such factors.

2.3 Subscriber Obligation.

The Client is solely responsible for collecting, inputting and updating all Subscriber Data and Content. The Client is also responsible and liable for the accuracy, completeness, quality, integrity, legality, reliability and appropriateness of all Client Data and Content and any third party claims regarding same.  The Client represents and warrants that the Subscriber Data and Content shall not (a) infringe any copyright or trademark, (b) misappropriate any trade secret, (c) infringe any U.S. patent, (d) be deceptive, defamatory, obscene, pornographic or unlawful, (e) contain any viruses, worms, or other malicious computer programming codes intended to damage a user’s system or data or (f) otherwise violate the rights of a third party.


3. Use of Services and Content.

3.1 Intellectual Property

ClientPoint respects intellectual property rights and expects the Client to do the same. The Service and the content provided through the Service is the Company’s property and protected by intellectual property rights (including but not limited to copyright) excluding the Content the Client created and owns that the Client loaded into the system, and that the Client does not have a right to use the Service (including but not limited to its content) in any manner not covered by the Agreement.  The Client retains all rights and ownership of its Content. ClientPoint does not claim any ownership rights to the Client’s Content.

3.2 Restrictions on Use of Service.

The Client is responsible for all activity on the Client account.  Please notify Customer Support immediately if You become aware of any unauthorized use of the Client account. The Client may use the Service solely for its own internal sales enablement needs. The Client shall not (a) display, reveal, sublicense or otherwise permit access to the Service, in any form, to any third party; (b) transfer the Client’s rights or obligations under this Agreement except in connection with the sale of substantially all of Your assets or business to a third party; (c) modify, copy, or make derivative works of the Service; (d) disassemble, decompile, reverse engineer or otherwise attempt to derive source code or other trade secrets from the Service, or any component of the Service; (e) remove or alter any copyright notices, trademark notices, or other proprietary legends on the Service or on any materials produced by the Service; (f) create Internet links to or from the Service for others or frame or mirror any aspect of the Service or Content, other than framing on the Client’s own intranets or otherwise for the Client’s own internal business purposes; (g) use the Service to transmit material containing software viruses or other harmful computer code, files, scripts, agents or programs; (h) interfere with or disrupt the integrity or performance of the Service or any data contained therein; (i) attempt to gain or grant to others unauthorized access to the Service; (j) rent, lease, or loan the Service or any portion thereof to any third party; or (k) use the Service to act as a service bureau, enter into a time sharing arrangement by which any third party may utilize the Service or enter into any other arrangement allowing an unauthorized party access to the Service; or (l) utilize the system to send unsolicited bulk email.  ClientPoint may, at ClientPoint’s discretion and without limitation of other remedies, suspend the Client’s access to the Service if the Client violates any of the foregoing restrictions. Any use of the Services in breach of this Agreement, or Order Forms, by the Client or its Users that in Our judgment threatens the security, integrity or availability of ClientPoint’s services, may result in the immediate suspension of the Services, however ClientPoint will use commercially reasonable efforts under the circumstances to provide the Client with notice and an opportunity to remedy such violation or threat prior to such suspension.

3.3 Usage Limits.

Services and Content are subject to usage limits, including, for example, the quantities specified in Order Forms and Documentation. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Service or Content may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) except as set forth in an Order Form, a User identification may only be reassigned to a new individual replacing one who will no longer use the Service or Content. If the Client exceeds a contractual usage limit, ClientPoint may work with the Client to seek to reduce the Client’s usage so that it conforms to that limit. If, notwithstanding ClientPoint’s efforts, the Client is unable or unwilling to abide by a contractual usage limit, the Client will execute an Order Form for additional quantities of the applicable Services or Content promptly upon ClientPoint’s request, and/or pay any invoice for excess usage.

3.4 Storage.

The ClientPoint services may provide storage of the Client’s content.  In such case, ClientPoint will allow an aggregate average of 20GB of storage per user across Clients’ service instance of ClientPoint.  ClientPoint may suspend the Services until the Client is within the limits associated with the Client’s account.

3.5 Conduct.

ClientPoint has no obligation to monitor any user’s use of the Services, however ClientPoint retains the right at all times to monitor, retain, and disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.

3.6 Our Access to Your Content.

When required and where permitted by law, ClientPoint will access the Client’s content to (a) provide support (b) prevent, detect or address fraud, security, unlawful, or technical issues; and (c) enforce the Terms. ClientPoint’s automated systems may analyze the Client’s Content to improve services.   The Client grants ClientPoint a nonexclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, publicly display, distribute, modify, publicly perform, and translate the Content as needed in response to user driven actions (such as when the Client runs an automation to customize the Client Content or when the Client sends a link to a prospect to view the Client Content online).  This license is only for the purpose of providing and improving the Services. The Client may revoke this license to the Client Content at any time by removing the Client Content from the Service. Some copies of the Client Content may be retained in backups for a period of time.

3.7 Feedback.

We appreciate any ideas, suggestions, and proposals (“Feedback”).  If Client submits feedback to ClientPoint, the Client grants ClientPoint a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify and publicly perform the Feedback.


4. Fees and Payments

4.1 Subscriptions.

Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased Services and access to Content are purchased as subscriptions, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing and are subject to a new subscription term.

4.2 Fees.

The Client will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form,(i) fees are based on Services and Content subscriptions and/or one-time support services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. Fees are stated, and must be paid in, United States Dollars. 

4.3 Invoicing and Payment.

The Client will provide ClientPoint with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to ClientPoint. If the Client provides credit card information to ClientPoint, the Client authorizes ClientPoint to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 5.2 (Term of Purchased Subscriptions). Such charges shall be made thirty (30) days in advance of the beginning of the subsequent subscription period, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, ClientPoint will invoice the Company in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. The Client is responsible for providing complete and accurate billing and contact information to ClientPoint and notifying ClientPoint of any changes to such information.

We reserve the right to increase the Fee or applicable charges by 4% and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term.  If the Client believes that ClientPoint has billed the Client incorrectly, the Client must contact ClientPoint no later than 30 days after the closing date on the first billing statement in which the error or problem appeared. Inquiries should be directed to ClientPoint’s billing department at billing@ClientPoint.net. 

4.4 Overdue Charges.

If any invoiced amount is not received by ClientPoint by the due date, then without limiting ClientPoint’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 4.3 (Invoicing and Payment).

4.5 Suspension of Service and Acceleration.

If any amount owing by the Client under this or any other agreement for ClientPoint’s services is 30 or more days overdue (or 10 or more days overdue in the case of amounts the Client has authorized ClientPoint to charge to the Client’s credit card), ClientPoint may, without limiting ClientPoint’s other rights and remedies, suspend the ClientPoint services to the Client until such amounts are paid in full. Other than for customers paying by credit card or direct debit whose payment has been declined, ClientPoint will give the Client at least 10 days’ prior notice that its account is overdue, in accordance with Section 8.2 (Notice to Client) for billing notices, before suspending services to the Client. ClientPoint shall have no liability to Subscriber or any third party for any damages relating to or arising from such suspension of Subscriber’s access to the Services. Subscriber will pay all reasonable collection costs (including reasonable attorneys’ fees).  If any amount owing by the Client under this or any other agreement for ClientPoint’s services is 90 or more days overdue, ClientPoint, without limiting ClientPoint’s other rights and remedies, may accelerate the Client’s unpaid fee obligations under such agreement so that all such obligations become immediately due and payable.

4.6 Payment Disputes.

ClientPoint will not exercise ClientPoint’s rights under Section 4.4 (Overdue Charges) or 4.5 (Suspension of Service and Acceleration) above if the Client is disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

4.7 Taxes.

The fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). The Client is responsible for paying all Taxes associated with its purchases hereunder. If ClientPoint has the legal obligation to pay or collect Taxes for which the Client is responsible under this Section 3.6, ClientPoint will invoice the Client and the Client will pay that amount unless the Client provides ClientPoint with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, ClientPoint is solely responsible for taxes assessable against ClientPoint based on ClientPoint’s income, property and employees.

4.8 Future Functionality.

The Client agrees that the Client purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by ClientPoint regarding future functionality or features.

4.9 Supplemental Services.

The Client pricing summary reflects all anticipated purchased services (exclusive of taxes, and any additional training or consulting services or expenses) for the implementation of ClientPoint and any Participating Service Partner. Additional services will be charged an additional fee under separate quotations as requested (includes, but is not limited to, custom development services, additional training sessions, etc.).


5. Term and Termination.

5.1 Term of Agreement.

This Agreement commences on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated.

5.2 Term of Purchased Subscriptions.

The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either Party gives the other notice of non-renewal at least 60 days before the end of the relevant subscription term. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

5.3 Termination.

A Party may terminate this Agreement for cause (i) upon 60 days written notice to the other party of a material breach if such breach remains uncured in ClientPoint’s sole opinion at the expiration of such period and after completing Executive Escalation, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 

Executive Escalation. The Parties will act in good faith and use commercially reasonable efforts to promptly resolve any disputes between them relating to this Agreement. If dissatisfied with the speed of resolution or the other party’s proposed resolution for a dispute, a Party may send written notice of the dispute to the other Party (an “Escalation Event”). An Escalation Event first will be discussed in good faith by the Parties in an attempt to resolve the Escalation Event amicably, in whole or in part. The CEO or a designated Company Officer(s) (the “Executives”) will participate in these discussions. If the Executives cannot resolve the Escalation Event within 14 days of receipt of written notice of the Escalation event, then each party will designate a senior executive with decision-making authority (“Senior Executive”) to meet and confer in an effort to resolve the Escalation Event. If the procedures outlined in this Section fail to resolve an Escalation Event within thirty (30) days of the date of the Escalation Event (specifically, the date of receipt of written notice of the Escalation Event), either Party may pursue all remedies available to it under law and equity, subject the terms of this Agreement.

5.4 Refund or Payment upon Termination.

If this Agreement is terminated by the Client in accordance with Section 5.3 (Termination), ClientPoint will refund the Client any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by ClientPoint in accordance with Section 5.3 (Termination), the Client will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve the Client of its obligation to pay any fees payable to ClientPoint for the period prior to the effective date of termination.

5.5 Your Data Portability.

Upon request by the Client, made within 30 days after the effective date of termination or expiration of this Agreement, ClientPoint will make the Client Data available to the Client for export or download as provided in the Documentation. After such 30-day period, ClientPoint will have no obligation to maintain or provide any Client Data.


6. Free Trial and Free Services

6.1 Free Trial.

We reserve the right to offer a free trial and if we do, We will make some Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period, or (b) the start date of any Purchased Service subscriptions ordered by You for such Service(s), or (c) termination by ClientPoint in our sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES, APPLICABLE UPGRADED SERVICES, OR EXPORT YOUR DATA, BEFORE THE END OF THE TRIAL PERIOD. IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MAY NOT BE ABLE TO TRANSFER YOUR DATA.

THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND THE COMPANY SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD.

6.2 Free Services.

ClientPoint may make Free Services available to the Client. Use of Free Services is subject to the terms and conditions of this Agreement. Please note that if Free Services are provided to the Client without charge up to certain limits as described in the order form. Usage over these limits requires your purchase of additional resources or services. The Client agrees that ClientPoint, in its sole discretion and for any or no reason, may terminate access to the Free Services or any part thereof. The Client agrees that any termination of access to the Free Services may be without prior notice and agrees that ClientPoint will not be liable to the Client or any third party for such termination. The Client is solely responsible for exporting its Data from the Free Services prior to termination of its access to the Free Services for any reason, provided that if ClientPoint terminates the Client’s account, except as required by law, ClientPoint will provide the Client a reasonable opportunity to retrieve the Client’s Data.

THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CLIENTPOINT SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THE FREE SERVICES.


7. Limitation of Liability.

7.1 Limitation of Liability.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY AMOUNT IN EXCESS OF THE PAYMENTS MADE BY SUBSCRIBER TO CLIENTPOINT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LIABILITY, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

7.2 Consequential Damages.

NEITHER PARTY SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE TO SUBSCRIBER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS OR SERVICES, LOSS OF TECHNOLOGY, DATA, RIGHTS OR SERVICES, LOSS OF SUBSCRIBER DATA AND CONTENT OR OTHER INFORMATION, OR INTERRUPTION OR LOSS OF USE OF FUNCTIONALITY, DATA OR EQUIPMENT, EVEN IF CLIENTPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

7.3 Acknowledgement.

THE PARTIES ACKNOWLEDGE THAT CLIENTPOINT HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.  THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. THE FEES PAYABLE BY SUBSCRIBER REFLECT THIS ALLOCATION OF RISK.

7.4 Availability.

ClientPoint shall use commercially reasonable efforts to maintain the availability of the Services as described in Section 2.2.  NOTWITHSTANDING THE FOREGOING, CLIENTPOINT DOES NOT WARRANT THE AVAILABILITY OF THE SERVICE AND ALL PORTIONS OF THE SERVICE AND CLIENTPOINT SHALL NOT BE LIABLE FOR ANY FAILURE OF CLIENTPOINT OR CLIENTPOINT’S VENDORS WITH REGARD TO THE UNAVAILABILITY OF THE SERVICE DUE TO THE FAILURE OF SYSTEMS, EQUIPMENT, SERVICES, THIRD PARTY SOFTWARE, A DISRUPTION IN THE CONNECTION BETWEEN ANY SERVERS AND THE INTERNET, ANY SERVER OR TELECOMMUNICATIONS ANOMALIES OR ANY OTHER CAUSE OUTSIDE OF THE CONTROL OF CLIENTPOINT OR ITS VENDORS.

7.5 Indemnification.

The Client will indemnify ClientPoint and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damage, including reasonable attorneys’ fees, arising out of or related to the Client Content, the Client’s use of the Services, or the Clients violation of the Terms.

7.6 Trade Control Laws.

The Services and the Client’s use of the Services, are subject to U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of the Services. The Client agrees to comply with all the laws, restrictions, and regulations.

8. Miscellaneous.

8.1 Notice to ClientPoint. You may send notices to us at the following address: ClientPoint Inc., 6790 Embarcadero Lane, Suite 100, Carlsbad CA 92011, USA, Attention: General Counsel.

8.2 Notice to Client. We may notify you by email, postal mail, postings within the Services, or other legally accepted means.

8.3 Headings. Headings used in these General Terms or Additional Terms are provided for convenience only and will not be used to construe meaning or intent.

8.4 Severability. If any provision of this agreement is held invalid or unenforceable for any reason, the agreement will continue in full force and effect.

8.5 No Waiver.  The waiver or failure of either Party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder.

8.6 Dispute Resolution.  

Any dispute arising from or related to the enforcement or interpretation of this Agreement (including whether the dispute is arbitral) shall be governed by California law and shall be submitted to binding arbitration before one arbitrator at the San Diego Regional Office (in the City of San Diego) of the American Arbitration Association (“AAA”).  The Commercial Rules of the AAA in effect at the time shall apply. The prevailing party shall be entitled to recover reasonable attorneys’ fees and costs of arbitration. Any arbitration award may be entered in a court of competent jurisdiction.

8.7. Enforceability.  

If any of the provisions of this Agreement is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted.

8.8 Jurisdiction.

This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the courts of the state and federal courts of San Diego County, California.

8.9 Amendments.

This Agreement may only be amended by written agreement by each of the Parties.


9. ENTIRE AGREEMENT.

Each party acknowledges that this Agreement, the Privacy Policy,  and any Order Forms or Statements of Work that may be separately entered into by the parties, constitute the complete and exclusive statement of the terms and conditions between the parties, which supersede and merge all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this Agreement. This Agreement may not be modified or altered except by written instrument duly notifying the Client. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.