These terms of use (“Terms of Use”) are entered into by and between you and NatureNeutral, Inc. d.b.a. Klerra (“Klerra”, “we”, “us”, or “our”). In these Terms of Use, “you” and “your” refer to: (a) you, the individual accessing the System and/or using the Services; (b) any electronic agent accessing the System and/or using the Services; and (c) the business entity on whose behalf an individual or electronic agent is accessing the System and/or using the Services.
These Terms of Use govern your access to our System and your use of our Services. In these Terms of Use, “System” refers to: (a) the website located at https://www.klerra.com (the “Website”); and (b) all content, information, text, data, code, software, graphics, images, logos, audio, and other materials in the Website (the “Content”), as well as the design, structure, coordination, expression, “look and feel”, and arrangement of such Content. “Services” refers to the services, features, and functionality, and offers made available through the System.
These Terms of Use constitute a contract between you and Klerra. In the event of a conflict between these Terms of Use and the subscription agreement between you and Klerra, the subscription agreement shall prevail to the extent of such conflict.
THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION PROVISION AND A CLASS ACTION WAIVER THAT REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.
BY ACCESSING THE SYSTEM OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT ACCESS THE SYSTEM OR USE THE SERVICES.
Klerra’s System and Services are intended for a general audience and are not intended by use by minors. By accessing our System or using our Services, you represent and warrant that: (a) you have the legal capacity to enter into these Terms of Use (i.e., that you are of sufficient age and mental capacity and are otherwise entitled to be legally bound in contract); and (b) you are at least eighteen (18) years of age.
Klerra may update or modify these Terms of Use at any time in our sole discretion, effective immediately upon posting the revised Terms of Use, along with the effective date, on the System. We may give notice of such updates and modifications by any means, including by posting a revised version of these Terms of Use on the System. Your continued access to the System or use of the Services after such updates or modifications signifies your acceptance to such updates or modifications.
The version of these Terms of Use posted on the System on each respective date you visit the System will be the Terms of Use applicable to your access to the System or use of the Services on that date. Our electronically or otherwise properly stored copies of the Terms of Use shall be deemed to be the true, complete, valid, and authentic copy of the version of the Terms of Use that was in force on each respective date you accessed the System or used the Services.
You understand and agree that Klerra owns, or (where required, appropriate, or applicable) has been licensed by third parties to use, all right, title, and interest in and to the System and the Services. You acknowledge that the System and the Services are proprietary to Klerra and are protected by applicable intellectual property and other proprietary rights, laws, and treaties, and that you acquire no ownership interest in the System or the Services by accessing the System or using the Services.
Subject to these Terms of Use, Klerra grants you a personal, non-exclusive, non-transferable, revocable, and limited license to access the System and use the Services solely for your internal use.
Klerra reserves the right to do any of the following, at any time, without notice or liability: (a) terminate these Terms of Use; (b) refuse, restrict, suspend, discontinue, or terminate operation of or access to the System or use of the Services, or any portion thereof; (c) modify or change the System, the Services, or any portion thereof, and any applicable policies or terms; and (d) interrupt the operation of the System, the Services, or any portion thereof, as necessary to perform maintenance, error correction, or make other changes.
In connection with your access to the System and your use of the Services, you agree you will not (or allow or assist a third party to):
Klerra reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of these Terms of Use, including, without limitation, the suspension or termination of your access and/or account. Klerra reserves the right at all times to disclose any information as Klerra deems necessary to satisfy the requirements of any applicable law, regulation, legal process or governmental request. You also agree to reimburse Klerra for any damage, loss, cost, or expense Klerra incurs (including fees or costs of attorneys, accountants, professional advisors, and other experts incurred in connection with the defense or settlement of the foregoing) because of your access to the System or use of the Services for any unlawful or prohibited purpose.
You represent and warrant that: (a) all information, data, materials, or other content that you submit to or through the System or the Services are and shall be true, accurate, complete, and suitable for the purpose which they are intended; and (b) your access to the System and use of the Services shall comply with all applicable laws and regulations.
In order to utilize certain Services on the System, you may need to set up an account (including establishing a username and password). You shall update your password at regular intervals, but in no class less frequently than once every six (6) months.
You are entirely responsible for maintaining the confidentiality of your account information, including your username and password, and for any and all activity that occurs under your account. You agree to notify Klerra immediately upon learning of any unauthorized access or use of your account, username, or password or any other unauthorized access or breach of security. However, you may be held liable for losses incurred by Klerra or any other person or entity due to another person using your account, username, or password.
We reserve the right to suspend or terminate your account for any reason without notice.
Any information, data, communications, or material of any type or nature that you submit to or post on the System by e-mail, posting, messaging, uploading, downloading, or otherwise (collectively, a “Submission”) is done at your own risk and without any expectation of privacy. Klerra does not own any Submissions provided via the System. You are fully responsible for all Submissions, which must comply with these Terms of Use. You hereby agree that by submitting or posting such Submissions, you grant Klerra a nonexclusive, unrestricted, irrevocable, worldwide, sublicensable, transferable, perpetual, unlimited, assignable, fully paid up and royalty-free right to copy, display, edit, publish, prepare derivative works of, distribute, process, analyze, use and commercialize, in any media known or hereinafter developed, such Submissions. You hereby represent and warrant: (a) that you have the full legal right to so use such Submissions; (b) the Submissions are not confidential or proprietary to any third party; and (c) you are not using Submissions in violation of any law, regulation, or contractual restriction.
Klerra neither actively monitors general access to the System or the Services, nor exercises editorial control over any Submissions. However, Klerra does reserve the right to monitor such Submissions or other use at any time as it deems appropriate and to remove any Submissions or other materials that, in Klerra’s sole discretion, may be illegal, may subject Klerra to liability, may violate these Terms of Use, or are, in the sole discretion of Klerra, inconsistent with Klerra’s intended purpose for the System or the Services.
THE SYSTEM AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
Klerra AND/OR OUR THIRD PARTY SUPPLIERS OR LICENSORS DO NOT REPRESENT, WARRANT OR COVENANT THAT THE SYSTEM AND THE SERVICES ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, FREE OF TECHNICAL AND TYPOGRAPHICAL ERRORS, SECURE, RELIABLE, OR APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU OR ANY THIRD PARTY MAY CHOOSE TO PUT THEM, THAT THEY ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR-FREE BASIS, THAT DEFECTS WILL BE IDENTIFIED OR CORRECTED, OR THAT THE SYSTEM AND SERVICES ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SYSTEM OR THE SERVICES. WE MAKE NO WARRANTY THAT THE SYSTEM OR THE SERVICES WILL MEET YOUR REQUIREMENTS. IF YOU ARE DISSATISFIED WITH THE SYSTEM OR THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SYSTEM OR THE SERVICES.
Klerra PERIODICALLY AMENDS, CHANGES, ADDS, DELETES, UPDATES, OR ALTERS THE SYSTEM AND THE SERVICES WITHOUT NOTICE. FURTHER, Klerra ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SYSTEM OR THE SERVICES. Klerra SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE CONTENT, OR ANY OTHER INFORMATION ON THE SYSTEM OR THE SERVICES.
You agree to indemnify, defend, and hold harmless Klerra, its affiliates, shareholders, licensors, licensees, suppliers, or the officers, directors, employees, agents, and contractors of each of the foregoing (collectively, “Klerra Parties”) from and against any loss, damage, liability, claim, demand, cost, or expense (including attorneys' fees) in connection with, arising out of, or related to: (a) your access to the System and your use of the Services; (b) any content, data, or information that you submit, post to, or transmit through the System or Services; (c) your violation of these Terms of Use; and (d) your violation of any applicable law or regulation, or your violation of any rights of another. We reserve, and you grant to us, the right to assume exclusive defense and control of any matter subject to indemnification by you hereunder. All rights and duties of indemnification that are set forth herein shall survive termination of these Terms of Use.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Klerra PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, AND CLAIMS OF THIRD PARTIES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE SYSTEM, THE SERVICES, EVEN IF Klerra PARTIES WERE ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.
WITHOUT LIMITING ANY OF THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, IF Klerra PARTIES ARE FOUND LIABLE TO YOU OR ANY THIRD PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THESE TERMS OF USE, THE SYSTEM, OR THE SERVICES, THE Klerra PARTIES’ CUMULATIVE, AGGREGATE, AND MAXIMUM LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS SHALL NOT EXCEED USD $100.
For your convenience, certain hyperlinks may be provided on the System and the Services that link to other websites or social media platforms which are not under the control of Klerra (the “Linked Websites”). Klerra does not endorse or sponsor any Linked Websites and is not responsible for the availability, accuracy, content, or any other aspect of the Linked Websites. Klerra disclaims all liability for such websites, for all access to and use thereof, and for use of the links to such websites. We also disclaim all liability, and make no representations or warranties, with respect to any products or services made available, sold, or provided to you by any third party. Your use of Linked Websites and any purchases of products or services from such Linked Websites are subject to the terms and conditions of such other websites. You agree that you will bring no suit or claim against Klerra arising from or based upon any use of Linked Websites.
You may not link to the System without the express prior written consent of Klerra. You agree that you will promptly remove any link to the System upon request of Klerra. In no event will you use any logo or trademark of Klerra as a link “button”, or in any other manner, without Klerra’s express prior written consent.
To the extent that any information, material, or functionality on the System and Services is provided by third party content providers (“Third-Party Materials”), Klerra has no editorial control or responsibility over such Third-Party Materials. Therefore, any opinions, statements, products, services, or other Third-Party Materials are those of the applicable third party. Klerra does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party, or represent or warrant that your use of any Third-Party Materials will not infringe rights of third parties not owned by or affiliated with Klerra.
These Terms of Use and any other terms by Klerra which reference these Terms of Use (as each may be revised and amended from time to time according to their respective terms) collectively constitute the entire agreement with respect to your access to the System and your use of the Services. You agree that you shall not contest the admissibility or enforceability of Klerra’s copy of these Terms of Use in connection with any action or proceeding arising out of or relating to these Terms of Use. Except as expressly provided for herein, these Terms of Use do not confer any rights, remedies, or benefits upon any person or entity other than you and Klerra. Klerra may assign its rights and duties under these Terms of Use at any time to any third party without notice. You may not assign these Terms of Use without the express prior written consent of Klerra. These Terms of Use shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. To the extent any portion of these Terms of Use shall be determined to be unenforceable by a court of competent jurisdiction, such portion will be modified by the court solely to the extent necessary to cause such portion to be enforceable, and these Terms of Use as so modified will remain in full force and effect. Any waiver of any provisions contained in these Terms of Use by Klerra shall not be deemed to be a waiver of any other right, term, or provision of these Terms of Use. Any rights not expressly granted herein are reserved. Neither these Terms of Use, nor your access to the System or your use of the Services, create any partnership, joint venture, employment, or other agency relationship between Klerra and you. You may not enter into any contract on our behalf or bind us in any way.
You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.
EXCEPT FOR DISPUTES, CLAIMS, OR CONTROVERSIES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT OF OR RELATED TO THESE TERMS OF USE, THE SYSTEM, THE SERVICES, OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND Klerra (WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY) WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF A COURT. YOU AND Klerra EACH WAIVE THE RIGHT TO SUE IN COURT AND TO HAVE A JURY TRIAL. YOU AGREE THAT ANY ARBITRATION UNDER THESE TERMS OF USE WILL TAKE PLACE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.
Prior to initiating the arbitration, the initiating party will give written notice to the other party of its claim, and the parties will have sixty (60) days to negotiate and attempt to resolve the dispute, after which time unresolved claims may proceed to arbitration in accordance with this section.
The arbitration will be conducted in New York, New York before one arbitrator. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect. The arbitrator, and not any federal or state court, shall have exclusive authority to resolve any dispute, claim, or controversy arising out of or relating to the interpretation, applicability, arbitrability, enforceability, or formation of these Terms of Use. To the extent that the arbitrator deems reasonable, the arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances. Arbitration proceedings will be conducted in English and in a manner that preserves confidentiality. Unless you and Klerra agree otherwise, any decision or award will consist of a written statement stating the disposition of each claim and including a concise written statement of the essential findings and conclusions on which the award is based. The arbitrator’s decision will follow the plain meaning of the relevant documents and will be final and binding and may be entered thereafter by any court of competent jurisdiction. The arbitrator shall not be empowered to award punitive or exemplary damages to any party, except where permitted by statue, and the parties waive any right to recover such damages. Nothing in this section shall prohibit the discovery or exchange of non-privileged information relevant to the dispute, claim, or controversy.
You and Klerra will share the costs of arbitration equally with respect to JAMS fees; provided that each party will be solely responsible for its own attorneys’ fees and costs. Notwithstanding the foregoing, if you are an individual consumer, as defined by JAMS, then you will have the right to an in-person arbitration hearing in your hometown area, and Klerra will be responsible for 100% of the costs and fees of the arbitration charged by JAMS after you pay a filing fee similar to the fee for filing a lawsuit in court (but each party will be solely responsible for its own attorneys’ fees and costs).
Notwithstanding the foregoing, nothing in these Terms of Use will preclude Klerra from seeking any injunctive relief or other provisional remedy in a court of law. You agree to exclusive jurisdiction of the state and federal courts located in New York, New York for such claims, and you expressly consent to personal jurisdiction there and waive any claims that venue is improper for any reason in these courts.
These Terms of Use shall be governed by and construed under the laws of the State of New York, without regard to conflicts of laws, principles, or rules, and regardless of your location. Any dispute, claim, controversy, or other legal action brought by you that arises out of or relates to these Terms of Use or your access to and use of the System or the Services must be commenced within one year after the cause of action arises.
Klerra welcomes any comments or questions you may have regarding these Terms of Use, the System, and/or the Services. Please contact us with your comments or questions at naxlegal@naxgrp.com.
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