Please read this Terms of Use Agreement (the “Agreement”) carefully. This Agreement is a legal contract between you and Watson Clark LLC (“Owner”, “Watson Clark”, “we” or “us”). Users of the Service offered by www.watsonclark.com acknowledge and accept the terms and conditions provided below.
Owner of Service
Watson Clark LLC
8 Lombardy St
Newark, NJ
Email: personal-data@watsonclark.com
Information about Service
The Owner provides a range of marketing products and services for businesses nationwide (“Service”).
By accessing and/or using Owner’s website www.watsonclark.com (the “Site”), any content, information, features or resources available or enabled via the Site (collectively with the Site, the “Service”), you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement, as published from time to time through the Service; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract with Watson Clark; and (3) represent that you have the authority to enter into this Agreement personally, and if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Service and to bind that entity to this Agreement.
The term “you” refers to the individual or legal entity, as applicable, identified as when you registered through the Service, as a “User” (as defined in Section — Definitions below).
Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you should not continue accessing or using the Service.
Watson Clark reserves the right to modify this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement. You should regularly review this Agreement, as your continued use of this Service after any such changes constitutes your agreement to such changes.
Use of the Service
Users are solely responsible for the use of the Service; the use of which is done at their own risk and falls entirely under their responsibility.
As a condition of use, you acknowledge and agree that you shall not use the Service for any purpose not reasonably intended by Watson Clark. You as User shall not violate any applicable law or regulation. Without limitation to the above, you agree that you shall not make available through the Service any material/information that infringes copyright, trademark, patent, trade secret, or other rights of any party (including the rights of privacy or publicity).
Any explanatory texts provided in correspondence of the available Service are merely intended to facilitate use and understanding of the Service, and are not exhaustive nor may they fit any specific case.
The Owner is merely a technical provider of the Service and may not in any way be held responsible for such use that the User makes of the same, nor shall the Owner be responsible for the User's achieving its purposes of use of the Service.
Restrictions on use
All rights not expressly granted under this Terms are reserved only for Watson Clark; prohibited is any use of the Service, in any manner that is not explicitly and unambiguously authorized by the text of this Terms.
The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Service or any portion of Service; (b) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reserve compile or reverse engineer any part of Service except to the extend the foregoing restriction are expressly prohibited by applicable law; (c) you should not use any manual or automated software, devices or other processes to “scrape” or download data from the Service; (d) you shall not access Service in order to build similar or competitive products or services; (e) except as expressly stated herein, no part of Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (f) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Service; (g) you shall not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections of the Service; (h) you will not take any action that imposes or may impose (in our sole determination) an unreasonable or disproportionately large load on our technical infrastructure; and (i) you will not interfere with or attempt to interrupt the proper operation of the Service through any virus, device, information collection or transmission mechanisms, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Service through hacking, password or data mining, or any other means. Any future release, update or other addition to Service shall be subject to this Agreement.
Content provided by the User
Users are responsible for their own content and that of third parties that they share through Owner’s Service or that they transfer by any other means.
Users confirm that they have all the necessary consents from third parties whose data and/or content they share with the Owner and hereby indemnify the Owner for any liability or claim arising against the Owner in connection with illegal distribution of third-party content or unlawful use of the Service.
The Owner does not moderate the content provided by Users or by third parties but will act if complaints are received from Users or if orders are issued by the public authorities regarding content deemed offensive or illegal.
Ownership
Except with respect to Your Content and User Content, you agree that Watson Clark owns all rights, title and interest in the Service, and all parts thereof.
The only rights granted to the Owner in relation to content provided by Users are those necessary to operate and maintain www.watsonclark.com.
Registration
In order to use the Service or any part of it, Users must register an account for the Service (the “Account”) in a truthful and complete manner by providing all the required data in the relevant registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as necessary to keep it current.
Users are responsible for keeping their login credentials confidential.
You represent that you are not barred from using the Service under any applicable law and that you will be responsible for all activities that occur under your Account. You agree to monitor you Account to restrict its use by minors and other unauthorized users and agree not to share your Account or password with anyone. You agree not to create an Account using a false identity or alias or if you previously have been banned from using any of the Service. You will be solely responsible for all access to and use of the Service by anyone using your account whether or not such access to and use of your account is actually authorized by you.
It is understood that the Owner shall not be held responsible under any circumstances in case of loss, disclosure, theft or unauthorized use by third parties, for whatever reason, of the User's access credentials.
Deleting User accounts and account termination
Registered Users can cancel their accounts and stop using the Service at any time, by directly contacting the Owner.
The Owner, in case of breach of the Terms by the User, reserves the right to suspend or terminate the User's account at any time and without notice.
Responsibilities and duties of the User
Watson Clark merely provides Users with Service and helps them with the management of certain aspects of their own activities. It remains the exclusive responsibility of the User to ensure their operations are in accordance with the applicable rules.
While using or accessing the Service, you agree that you will not, under any circumstances:
1) Provide any protected health information (“PHI”) to Watson Clark;
2) Breach or circumvent any laws, third party rights or our systems, policies, or determinations of your Account status;
3) Interfere with or damage the Service, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
4) Post false, inaccurate, misleading, defamatory or libelous content;
5) Take any action that may undermine our feedback system;
6) Bypass our robot exclusion headers, interfere with the working of the Service, or impose an unreasonable or disproportionately large load on our infrastructure;
7) Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
8) Use the Service to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers; or
9) Make Available any Content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities; or (vi) infringes a third party’s intellectual property or privacy or other proprietary right.
Third-party websites and ads
The Service may contain links to third-party websites (“Third-Party Websites”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website or Third-Party Ad, we will not warn you that you have left the Service and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Ads are not under the control of Watson Clark.
Watson Clark is not responsible for any Third-Party Websites or Third-Party Ads; we provide them only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Website or Third-Party Ads, or any product or service provided in connection therewith. When you leave our Website, this Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
You hereby release Watson Clark Parties (as defined below) from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Service, including but not limited to, any interactions with or conduct of other users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of the Service.
Reporting of violations
As Owner asks others to respect its intellectual property rights, it respects the intellectual property rights to others. If you believe that material located on or linked to the Website violates your copyright, you are encouraged to notify Owner.
If you suspect that a User has violated your rights, or has posted the content that is obscene, lewd, lascivious, excessively violent, harassing, objectionable, or otherwise in violation of this Agreement, you are encouraged to report the suspected violation to Watson Clark at personal-data@watsonclark.com.
Appointment of Watson Clark as processor
Users acknowledge and accept that by using the Service offered they are engaging WatsonClark to process personal data as “processors” pursuant to the European personal data protection legislation, CCPA, Brazilian GDPR and other applicable privacy laws to which WatsonClark is in compliance.
The Service is provided “as is”
You expressly understand and agree that to the extent permitted by applicable law, your use of Service is at your sole risk and Service are provided on an “as is” and “as available” basis, with all faults.
Watson Clark expressly disclaims all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions for a particular purpose, title, and non-infringement.
Watson Clark makes no warranty, representation or condition that:
1) The Service will meet your expectations or requirement;
2) The information, content, and data on the Service are accurate, complete, or current;
3) Your use of the Service will be uninterrupted, timely, secure or error-free;
4) Any errors in the Service will be corrected;
5) Your use of the Service will not expose your hardware or networks to additional security risk; or
6) The Service will be compatible with your devices
You acknowledge and agree not to seek to hold Watson Clark liable for the conduct of third parties and that the risk of injury from such third parties rests entirely with you.
Certain state laws do not allow limitations on implied warranties. If these laws apply to you, some or all of the foregoing disclaimers may not apply to you, and you might have additional rights.
Service interruption
The Owner reserves the right to add and remove functionalities or features as well as suspend or even discontinue the Service, either temporarily or permanently. In case of final discontinuation, the Owner will do the utmost to allow Users to withdraw their information held by the Owner
Service reselling
Users are not allowed to reproduce, duplicate, copy, sell, resell or exploit in any portion of WatsonClark and of it Service without the Owner’s express prior written permission, granted either directly or through a proper reselling program.
Indemnity
The User agrees to indemnify and hold the Owner and its parents, subsidiaries, affiliates, officers, directors, agents, co-branders, contractors, licensors, suppliers, partners and employees, as the case may be, harmless from and agai nst any claim or demand, including without limitation, reasonable lawyer's fees and costs, relating to or arising out of: (a) your Content; (b) your misuse of the Service; (c) your violation of this Agreement; (d) your violation of any rights of another party; or (e) your violation of any applicable laws, rules or regulations. Watson Clark reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperated with Watson Clark is asserting any available defenses. You agree that the provisions in this Section will survive any termination of this Agreement or your access to Service.
Privacy policy
For information about the use of their personal data, Users must refer to the privacy policy here.
Intellectual property rights
All trademarks, and all other marks, trade names, service marks, illustrations, images, or logos that appear when using the Service, are, and shall remain in sole and exclusive ownership of the Owner or its licensors and are protected by the laws in force and by related international treaties.
Age eligibility
The Service is not directed toward children under the age of 13 years, nor does Watson Clark knowingly collect information from children under 13, or allow them to create an account, or access account features. If you are under 13, please do not submit any personally identifiable information to Watson Clark.
Disclaimer of warranties
You acknowledge that Watson Clark has no control over, and no duty to take any actions about:
1) Which users gain access to the Service;
2) What effects the Service may have on you, your website or equipment;
3) The accuracy or how you may interpret, rely, or use the Service including, without limitation, any loss of reputation or loss of traffic on your website or any affiliated websites; or
4) What actions you may take as a result of being exposed to the Service.
You further acknowledge and agree that Watson Clark is not, directly or indirectly, responsible or liable, for any damage or loss caused, or alleged to be caused by or in connection with use of or reliance on, any Content, goods or services available on or through any third-party website, linked or referred to by any portion of the Service. You hold Watson Clark, harmless, from all liability for the Service, any Content or data provided or accessed via the Service.
Watson Clark makes no warranty for the accuracy, completeness or reliability of any content available through, or the performance of the Service. Without limiting the generality of the above, Watson Clark disclaims any warranty about:
1) The number of people who will view content, and
2) Any benefit you might obtain from display of content by Watson Clark.
You are responsible for verifying any information before relying on it. Use of the Service is only at your own risk. Watson Clark does not warrant the access or use the Service at the times or locations of your choosing; uninterrupted or error-free use of the Service; correction of the defects; or the service are free of viruses or other harmful components. Because some provinces or jurisdictions do not allow the disclaimer of implied warranties, the above disclaimer may not apply to you.
Watson Clark represents and warrants that:
1) We have sufficient right, title and interest in the Service to grant the licenses contemplated by this Agreement; and
2) To the extent we incorporate third-party rights into the Service, we have obtained the rights from those third parties necessary to vest in or grant to you the various license rights essential under this Agreement.
Limitations of liability
To the maximum extent permitted by law, Watson Clark, its affiliates, licensors and business partners (collectively, "Related Parties"), disclaim all liability, whether based on contract, tort (including negligence) or strict liability. Also, Watson Clark disclaims all losses , including without limitation direct, indirect, incidental, consequential, or special damages arising out of or in any way connected with access to or use of the Service, even if Watson Clark and/or related parties have been advised about the possibility of such damages.
Without limiting to the above, in no case shall the liability of Watson Clark or any of the related parties, exceed the lesser of (X) the total revenue share we paid to you during the period of 6 months before the time when the cause of action, giving rise to liability arose, if such amount was greater than 0 USD or 100 USD. The above does not apply to Watson Clark’s indemnification obligation.
Because some provinces or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such provinces or jurisdictions, the limitations set forth in this subsection may not apply to you and you might have other rights. and the liability of Watson Clark and its affiliates shall be limited to the fullest extent permitted by law.
The limitations of damages set forth above are fundamental elements of the basis of the bargain between Watson Clark and you.
Force major
Watson Clark shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
International users
Service can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Watson Clark intends to announce or promote the availability of such services or content in your country. Service is controlled and offered by Watson Clark from its facilities in the United States of America. Watson Clark make no representations that Service are appropriate or available for use in other locations. Those who access or use Service from other countries do so at their own violation and are responsible for compliance with local law.
Termination of Service
Watson Clark reserves the right to deny service to any person and to reject any Content, without reason, in its sole and absolute discretion. You accept the Service with understanding that Watson Clark may, at any time, for any reason or no reason, including without limitation for any Terms’s violation, end your account/s and/or your access to the Service. Watson Clark may, at any time, stop with the offer and/or support the Service or any portion thereof.
Binding arbitration (“Arbitration Agreement”)
1) Arbitration procedures
You and Watson Clark agree that, except as provided in Section 3) here (“Exceptions to arbitration”), all disputes, controversies, and claims related to these Terms (each "Claim"), shall be finally and exclusively resolved by binding arbitration; initiated by either party through sending a written notice, requesting arbitration to the other party. Any choice to arbitrate by one party shall be final and binding on the other. The arbitration shall be conducted according to Streamlined Arbitration Rules and Procedures of JAMS, which are in effect at the time of arbitration initiation ("JAMS Rules"), and under the terms outlined in these ToU. In case of a conflict between the terms described herein and the JAMS Rules, the terms provided herein shall control and prevail.
Except as otherwise outlined in Section 3) here (“Exceptions to arbitration”), you may attempt any remedies available to you, under federal, state, or local laws in an arbitration action. As part of the arbitration, both you and Watson Clark shall have the opportunity for the discovery of non-privileged information relevant to the Claim. The arbitrator shall provide a written statement on the arbitrator's decision about the Claim, the award given, and the arbitrator's findings and conclusions on which the decision is based. Whether a Claim is subject to arbitration or not, shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these ToU.
1.1) You and Watson Clark may litigate in court to compel arbitration, stay proceedings pending arbitration, confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and
1.2) The arbitrator's decision shall be final, binding on all parties, and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.
2) By agreeing to this arbitration provision, you understand that you and Watson Clark waive the right to sue in court and to have a jury trail.
2.1) Location - unless mandated otherwise by any applicable JAMS Rules, the arbitration will take place in Delaware, United States of America. If the JAMS Rules mandate an option to have the arbitration take place in your hometown area, you must notify Watson Clark, in writing, of your preference to arbitrate there, within 10 days, after you get Watson Clark’s arbitration notice. In the absence of your timely response, the arbitration shall be conducted in Delaware, United States of America, unless the parties mutually agree to video, phone, and/or internet connection appearances.
2.2) Limitations - You and Watson Clark agree that any arbitration shall be limited to the Claim between Watson Clark and you individually. You and Watson Clark agree that:
2.2.1) There is no right or authority for any dispute to be arbitrated on a class-action basis, or to utilize class action procedures;
2.2.2) There is no right or authority for any dispute to be brought in a purported representative capacity, or as a private attorney general; and
2.2.3) No arbitration shall be joined with any other arbitration.
3) Exceptions to arbitration - You and Watson Clark agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration
3.3.1) Any Claim that is seeking to enforce, protect, or pertain to validate any of your or Watson Clark's intellectual property rights;
3.3.2) Any Claim related to or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and
3.3.3) Any claim for equitable relief.
In addition to the above, either party may assert an individual action in small claims court for Claims that are within the scope of such court's jurisdiction instead of arbitration.
Survival of Agreement
The Arbitration Agreement will survive the termination or expiration of the Agreement or your relationship with Watson Clark.
Exclusive venue
To the extend the parties are permitted under this Agreement to initiate litigation in a court, both you and Watson Clark agree that all claims and disputes arising out of or relating to this Agreement or the Service will be litigated exclusively in the state or federal courts located in Delaware.
Notice
Where Watson Clark requires that you provide an email address, you are responsible for providing Watson Clark with your most current email address. In the event that the last email address you provided to Watson Clark is not valid, or for any reason is not capable of delivering to you any notices required/permitted by this Agreement, Watson Clark’s dispatch of the email containing such notice will nonetheless constitute effective notice.
You may give notice to Watson Clark at the following email address: personal-data@watsonclark.com. Such notice shall be deemed given when received by Watson Clark, confirmed with receipt notice.
If you have any questions, complaints or claims with respect to the Service, please contact us at: personal-data@watsonclark.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Governing law and jurisdiction
These Terms are governed by and will be construed under the laws of US and Delaware’s law, without regard to conflict of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded. Except as provided in Section - Binding arbitration - below (and claims proceeding in any small claims court), all disputes arising out of, or related to your use of the Service shall be subject to the exclusive jurisdiction of the province and federal courts located within California, USA; you agree to submit to the personal jurisdiction and venue of such courts.
Assignment of contract
The Owner reserves the right to transfer, assign, dispose of by novation or subcontract all or any rights or obligations under these Terms, as long as the User’s rights under the Terms are not affected.
Users may not assign or transfer their rights or obligations under these Terms in any way without the written permission of the Owner, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Contacts
All communications relating to Owner must be sent using the contacts stated in this document or by using the Contact form provided on the website.
The communications between you and Watson Clark use electronic means, whether you visit Service or send Watson Clark emails, or whether Watson Clark posts notices on Service or communicates with you via email. For contractual purposes, you (1) consent to receive communications from Watson Clark in electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to these Agreement that Watson Clark provides to you electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document. The foregoing does not affect your statutory rights.
Severability
Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, any any such prohibition, voidness or unenforceability in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
Entire Agreement
These Terms constitutes the entire Agreement between you and Watson Clark, with respect to the Service, and supersedes all prior or contemporaneous communications, whether electronic, oral or written, between you and Watson Clark with respect to the Service.
Authority
You represent and warrant that you will provide true, accurate, current, and complete information in the enrollment for the Service, and that you have all requisite authority to bind to this Agreement.
Change of these Terms
By accessing and/or using the Service, you agree to current version of the Terms and Privacy Policy, as posted on www.watsonclark.com.
The requirements arising out of the Terms and Privacy Policy may change as the Service evolves; Watson Clark reserves the right to revise.
If at any point, you are not in consent with any portion of the then-current version of the Terms and/or Privacy Policy, you should stop using the Service.
Definitions and legal reference
Terms of Use (or Terms)
These Terms, which constitute a legally binding agreement between the User and the Owner.
Service
The service offered by the Owner to the user via www.watsonclark.com.
User
The natural or legal person who makes use of the Products or Service provided by Owner’s company.
Legal information
These Terms of Use relates solely to this Service, if not stated otherwise within this document.
Latest update: October 5, 2020v
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