Terms of Use

Created: April 12, 2010

Welcome to CluePad.com operated by CluePad (hereafter referred to as “CluePad,” “we,” “us,” or “our”). By using the CluePad.com website (the “Website”) you agree to be bound by these Terms of Service (this “Agreement”), whether or not you register as a free member (“Member”) or become a paid subscriber (“Subscriber”). If you wish to make use of the CluePad service (the “Service”), please read these Terms of Service. If you object to anything in this Agreement or the CluePad Privacy Policy, do not use the Website or the Service. CluePad reserves the right to change the terms, conditions, and notices under which the Service is offered, including but not limited to the charges associated with the use of CluePad. Such changes will become effective five business days after being posted on the CluePad website. When we change these terms of use, we will also modify the “Last Modified” date above. We encourage you to review these terms of use periodically. Your use of CluePad constitutes your agreement to all such terms, conditions, and notices.

Description of the Service

CluePad provides users access to a rich collection of resources, including but not limited to, search engine optimization tools, link analysis tools, site profile services, search analytics, blogs, user-generated-content, personalized content and industry surveys and opinion polls (the “Service”). You also understand that the Service may include certain communications from CluePad, such as service announcements, administrative messages and survey invitations and that these communications are considered part of CluePad free membership and paid subscriptions. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new CluePad properties, shall be subject to this Agreement. You are responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider or airtime charges). In addition, you must provide and are responsible for all equipment necessary to access the Service.

Beta Services

From time to time, CluePad may add new features to the Service that are described as “Beta Features.” Members and Subscribers acknowledge that Beta Features may be untested, non-functional, and/or partly functional features of the Service. If you elect to use a Beta Feature, you do so at your own risk. Notwithstanding anything else in this Agreement to the contrary, CluePad does not warrant that the Beta Features will be provided with due care. Do not rely on the Beta Features for any purpose whatsoever. Beta Features will be considered part of the Service and all provisions of this Agreement relating to the Service will apply to the Beta Features.

Free Member Registration (“Member”)

You may become a Member of the Service at no cost. As a Member, you will have the ability to participate in some, but not all, of the features and services available within the Service. In order to access additional features and services, including the ability to use many of our tools, you must become a paying Subscriber to the Service by agreeing to enter into a subscription with us. CluePad reserves the right to terminate free service at any time with e-mail notice with no assurance that existing data will be retained for more than 30 days.

Paid Subscription (“Subscriber”)

Your CluePad subscription includes the features described on our website for the CluePad product for which you subscribe. You must provide accurate and complete registration information when you register to use CluePad. You are responsible for the security of your passwords and for any use of your account. You must immediately notify us of any unauthorized use of your password or account by contacting clues@cluepad.com.

For purposes of this Agreement the term “Subscirber” includes all paying Subscribers, regardless of renewal term or price level, unless where its usage indicates otherwise. The subscription fee is payable in United States dollars (including, if any, all applicable taxes).

a. General. You agree to pay CluePad the subscription fee (“Subscription Fee”) specified on the CluePad product page for which you subscribe during the subscription period (“Subscription Period”). The Subscription Period varies depending on the plan you sign up for.

b. Payment Method. A valid credit card is required to subscribe to the Service. CluePad bills you through a secure online account (your “Billing Account”) for use of the Service. We have an SSL certificate that prohibits your sensitive credit card information from being intercepted. Your complete billing information is not stored on CluePad servers. For your protection, our secure payment gateway partner stores your complete billing information. You agree to pay CluePad for all charges at the prices then in effect for any use of the Service by you or other persons (including your agents) using your Billing Account, and you authorize CluePad to charge your chosen credit card (your “Payment Method”) for the Service. You agree to make payment using that selected Payment Method. CluePad reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment. If CluePad does not receive payment from your Payment Method, we will terminate your account on the first day of non-payment.

c. Auto-Renewal of Your Subscription Period. You will be entitled to receive the Service only during the Subscription Period specified on your Billing Form. All subscriptions will automatically renew at the end of your subscription period until cancelled by you. You will not receive further notice of auto-renewal.

d. Recurring Billing. All of our subscription plans use recurring billing. If you elect to pay for the Subscription Period on a monthly basis, then you will automatically be charged the Subscription Fee for the subsequent month unless you cancel the Service before the new Subscription Period begins. If you elect to pay the Subscription Period annually, you will automatically be charged the Subscription Fee for the subsequent year, unless you cancel the Service before the new Subscription Period begins. By entering into this Agreement, you accept responsibility for all recurring charges prior to cancellation. CluePad may submit periodic charges (e.g., Monthly) relating to your subscription without further authorization from you, until you cancel your account. Such notice will not affect charges submitted before CluePad reasonably could act.

e. Current Information Required. You must provide current, complete and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify CluePad if your payment method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as unauthorized disclosure or use of your user name or password. Changes to such information can be made following the “manage my subscription” link on your “my account” page (you must be logged in to view this page). If you fail to provide CluePad any of the foregoing information, you agree that CluePad may continue charging you for any use of the service under your billing account unless you have terminated your subscription for the service.

f. Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you pre-authorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and CluePad shall provide, notice of the amount to be charged and the date of the charge at least 60 days before the scheduled date of the transaction. Notice will be sent to the email address currently associated with your CluePad account. You agree that CluePad may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

g. Refunds. CluePad will provide new, first-time Subscribers a full refund so long as the Subscriber cancels within thirty (30) days of first signing up (the “thirty-day refund period”). CluePad will not provide refunds to persons who have previously opened other accounts, whether or not they are using the same or different user names, email addresses, or billing information. Each person or business entity is only entitled to one thirty-day refund window. Successive sign-ups and refunds are prohibited. After the thirty-day refund period, there shall be no refunds and your Subscription fee is non-transferable. Accordingly, if you elect to cancel your subscription to the Service during the Subscription Period, you will not receive a refund on the Subscription Fee(s) previously paid to CluePad. If your credit card is no longer valid, then, unless you provide a new valid credit card, CluePad will terminate the Service.

h. Auto-renewal. Your CluePad subscription will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected. CluePad reserves the right to renew your subscription at the then-current non-promotional subscription rate provided 60 days notice to you of an increase in fees. The notice shall be sent to the email currently associated with your CluePad Subscription.

i. Cancellation. You are solely responsible for properly canceling your account. You can cancel your account at any time by going to your My Account page (you must be logged in to view this page) and selecting the “Update My Account” link. Once you are on the Update My Account page, you can choose to cancel your account. An email request to cancel your account is not considered cancellation. While we try to respond to email requests to cancel accounts, we may not receive or respond to all emails. Do not assume your account has been canceled if you email site support. Use the “Update My Account” link to cancel your account. All of your Content (text and files) will be immediately deleted from the Service upon cancellation. This information cannot be recovered once your account is cancelled. If you paid your subscription with one annual payment and you cancel your Subscription, you may use your subscription until the end of your then-current Subscription Period; your Subscription will not be renewed after your then-current term expires. However, you won’t be eligible for a prorated refund of any portion of the subscription fee paid for the then current subscription period. If you pay your subscription in monthly installments and you cancel your Membership prior to the end of the Subscription Period, then CluePad will terminate your access to the Service and cease billing you for the Service. However, you remain responsible for all charges incurred prior to CluePad terminating access to your account, and you won’t be eligible for a prorated refund of any portion of the subscription fee paid for the then current subscription period.

j. Reaffirmation of Authorization. Your non-termination or continued use of the Service reaffirms that CluePad is authorized to charge your Payment Method. CluePad may submit those charges for payment and you will be responsible for such charges. This does not waive CluePad’s right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially subscribed to the Service.

k. Promotions. Any promotion that provides Subscriber level access to the Service must be used within the specified time of the trial. You must cancel your subscription before the end of the trial period in order to avoid being charged a Subscription Fee. If you cancel prior to the end of the trial period and are inadvertently charged for a subscription, please contact clues@cluepad.com to have the charges reversed.

Customer Support

Customer Support for your Subscription is included in your monthly Subscription Fee. We accept webform and e-mail submissions 24 Hours per Day, 7 Days per Week at support@cluepad.com.  Webform and e-mail responses are provided during regular business hours only, 9:00am to 5:00pm.  We attempt to respond to support questions within one business day; however, we do not promise or guarantee any specific response time.

Use and Limitations of Use

We authorized you to use the features of CluePad which correspond to the product for which you Subscribe and pay the Subscription Fee for your personal use in accordance with these terms of use and our description of the product. As a condition of your use of CluePad, you warrant to us that you will not use CluePad for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use CluePad in any manner which could damage, disable, overburden, or impair the CluePad website or interfere with any other party’s use and enjoyment of CluePad. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through CluePad. You are limited to the number of users, number of competitors, number of keywords, number of pages crawled, and number of pages served as described on the Subscription Page for the Product for which you Subscribe.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party CluePad or its content in any way; (ii) modify or make derivative works based upon CluePad or its content; (iii) “frame” or “mirror” any of its content in any other server or wireless or Internet-based device; or (iv) reverse engineer or access CluePad in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of CluePad, or (c) copy any ideas, features, functions or graphics of CluePad.

You agree not to access (or attempt to access) CluePad by any means other than through the CluePad website or other interface provided to you by us, unless you have been specifically allowed to do so in a separate agreement with us. You specifically agree not to access (or attempt to access) CluePad through any automated means (including use of scripts, bots, or web crawlers) and shall ensure that you comply with the instructions set out in any files present on CluePad.

Use of Communications Services

CluePad may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

• Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.

• Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person’s computer.

• Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.

• Conduct or forward surveys, contests, pyramid schemes or chain letters.

• Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.

• Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

• Restrict or inhibit any other user from using and enjoying the Communication Services.

• Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.

• Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

• Violate any applicable laws or regulations.

We reserve the right to review materials posted to a Communication Service and to remove any materials in our sole discretion but undertake no obligation to monitor the Communication Service. We reserve the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

We reserve the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in our sole discretion.

Always use caution when giving out any personally identifying information about any person in any Communication Service. We do not control or endorse the content, messages or information found in any Communication Service and, therefore, CluePad specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

Intellectual Property Ownership

We alone (and our licensors, where applicable) own all right, title and interest, including all related intellectual property rights, in and to the CluePad technology, the CluePad content and templates and any suggestions, ideas, enhancement requests, feedback, recommendations or other generalized information provided by you or any other party relating to us or pursuant to this Agreement. This Agreement is not a sale and does not convey to you any rights of ownership in or related to CluePad, the CluePad technology, CluePad Content or the intellectual property rights owned by us. The CluePad name, the CluePad logo, and the product names associated with CluePad are our trademarks or those of third parties, and no right or license is granted to use them.

Customer Data Confidentiality

Confidential customer data is the property of the customer. CluePad will not utilize specific confidential data without prior customer consent. CluePad may use aggregate de-identified customer data and statistics for internal analysis and external marketing purposes.

The privacy of your information is important to us. We only use information you provide as permitted by our Privacy Policy and applicable law. You may review our Privacy Policy at the following link: http://www.cluepad.com/privacy-policy.

Materials Provided To Or Posted At Any CluePad Website

CluePad does not claim ownership of the materials you provide to us (other than suggestions, feedback and information relating to CluePad as provided above) or post, upload, input or submit to any CluePad website or its associated services (collectively “Submissions”) or works specifically created by CluePad for you. By posting, uploading, inputting, providing or submitting your Submission you are granting to us, our affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of our and their businesses. No compensation will be paid with respect to the use of your Submission. We are under no obligation to post or use any Submission you may provide and may remove any Submission at any time in our sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

You agree to indemnify and hold us harmless against any claims or losses imposed on, incurred by, or asserted as a result of or relating to: (a) your use of CluePad; (b) your noncompliance with any of the terms and conditions hereof, or (c) the unauthorized use of CluePad by any other person using your user information.

Links To Third Party Sites

CluePad may contain links to third-party websites (“Linked Sites”). The Linked Sites are not under our control and we are not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. We are not responsible for webcasting or any other form of transmission received from any Linked Site. The Linked Sites are provided to you only as a convenience, and the inclusion of any Linked Site does not imply endorsement by us of the Linked Site or any association with its operators.

Liability Disclaimer

The Website and the Service are provided “AS-IS” and on an “AS-AVAILABLE” basis. CluePad expressly disclaims any warranty of fitness for a particular purpose or non-infringement. CluePad cannot guarantee and does not promise any specific results from the use of the Website and/or Service. You agree that you must evaluate, and bear all risks associated with, the use of any Website content and Services, including any reliance on the accuracy, completeness, or usefulness of such content. In this regard, you acknowledge that you may not rely on any content created by CluePad or submitted to CluePad. Use of the Website and the Services may result in technical malfunction, delay, misdelivery, or other problems with other systems, programs, or computer hardware. CluePad cannot and does not guarantee compatibility with other systems and hardware.

Except in jurisdictions where such provisions are restricted, in no event will CluePad be liable to you or any third person for any direct, indirect, consequential, exemplary, incidental, special or punitive damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if CluePad has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from your inability to access or obtain any goods, data, information or services through or from the Service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; or (v) any content posted on the Website or transmitted to Members or Subscribers; or (vi) any inaccurate or out-of-date content produced by the tools or published in the guides or blog, or Website; or (vii) any other matter relating to the Service. Nothwithstanding any provision to the contrary, CluePad’s liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to CluePad in the twelve (12) months prior to the claimed injury or damage.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers of warranties may not apply to you.

Termination/Access Restriction

If there is any abuse of site or Services, we reserve the right, in our sole discretion, to terminate your access to CluePad and the related services or any portion thereof at any time, immediately upon notice.

Copyright Abuse Procedure

We respond expeditiously to notices of claimed copyright infringement and terminate users or account holders who are “repeat infringers.” Pursuant to the Digital Millennium Copyright Act, we respond to notices of copyright infringement if they conform with the requirements of 17 USC 512(c) by including the following information:

a. The signature of a person authorized to act on behalf of the owner of the infringed copyright;

b. Identification of the copyrighted work or works claimed to have been infringed;

c. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed;

d. Information reasonably sufficient to permit the us to contact you (e.g., the address, telephone number, or email address);

e. A statement that you have a good faith belief that use of the material is not authorized by the copyright owner; and

f. A statement signed under penalty of perjury, that information in the complaint is accurate and that the complaining party is authorized to act on behalf of the copyright owner.

Notices must be sent to CluePad, Attention: Copyright Abuse via email to support@cluepad.com.

Jurisdiction and Choice of Law

If there is any dispute arising out of the Website and/or the Service, by using the Website, you expressly agree that any such dispute shall be governed by the laws of the State of Washington, without regard to its conflict of laws provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of Washington, in King County, for the resolution of any such dispute.

The failure of CluePad to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The Terms of Service constitutes the entire agreement between you and CluePad and govern your use of the Service, superseding any prior agreements between you and CluePad (including, but not limited to, any prior versions of the Terms of Service).

Questions about the Terms of Service should be sent to clues@cluepad.com.