Last updated: 4 November 2015
1. Consent and Modification. By visiting or using the Site, you signify your assent to these Terms. These Terms apply to all visitors to and users of the Site. If you do not agree to these Terms then please do not access or otherwise use the Site. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following posting of the revised Terms on the Site, and your continued use of the Site thereafter means that you accept those changes.
2. Ability to Accept Terms. The Site is not intended for individuals under the age of 18 years of age. If you are under 18 years of age and, notwithstanding the foregoing, you still wish to use the Site, then you must first review these Terms with you parent or guardian to make sure that you and your parent or guardian understand these Terms and agree to them.
3. Site Access. For such time as these Terms are in effect, we hereby grant you non-exclusive permission to visit and use the Site solely for your personal informational, and your internal business informational purposes and provided that you comply with these Terms and applicable law.
4. Restrictions. You shall not: (i) copy, distribute or modify any part of the Site without our prior express written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose any Content, except as expressly authorized herein; (iii) disrupt servers or networks connected to the Site; (iv) use or launch any automated system (including without limitation, "robots" and "spiders") to access the Site; and/or (v) circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Site.
5.1. Access to the ClickSoftware CustomerZone is restricted to our customers and partners. If you are not a ClickSoftware customer or partner you must not access, or attempt to access, the CustomerZone. If you are a new or prospective customer or partner, then you are welcome to request access to the CustomerZone via the Site.
5.2. If you are a customer or partner then: (i) your use of the CustomerZone is subject to, and governed by, these Terms; (ii) you are solely responsible for the activity that occurs in your CustomerZone account, and you must keep your account username and password secure; and (iii) you must promptly notify ClickSoftware immediately of any breach of security or unauthorized use of your CustomerZone account.
6.1. Access to the ClickSoftware PartnerZone is restricted to our authorized partners. If you are not a ClickSoftware partner you must not access, or attempt to access, the PartnerZone. If you are a new or prospective partner, then you are welcome to request access to the PartnerZone via the Site or by contacting ClickSoftware.
6.2. If you are a customer or partner then: (i) your use of the PartnerZone is subject to, and governed by, these Terms and the PartnerZone terms and conditions that are displayed at https://partners.clicksoftware.com (“Partner Terms”); (ii) you are solely responsible for the activity that occurs in your PartnerZone account, and you must keep your account username and password secure; and (iii) you must promptly notify ClickSoftware immediately of any breach of security or unauthorized use of your PartnerZone account. ClickSoftware may change the Partner Terms at any time in its sole discretion. In the event of any conflict between these Terms and the Partner Terms that relates to use of the PartnerZone, the Partner Terms shall prevail.
7. ClickAppStore. Your use of the ClickAppStore is subject to and governed by, these Terms. You acknowledge and agree that (i) any software and related documentation that you may be able to download via the ClickAppStore or the Site (collectively, “Software”) is the copyrighted work of ClickSoftware or its licensors; and (ii) your downloading and use of Software is subject to and governed by the related software license agreement, which you agree to read and abide by prior to downloading or using the Software ("Software Agreement").
8. Our Cloud Service. If you are using a ClickSoftware cloud product or service, then you may be able to enter or access that product or service via the Site. From the moment that you enter or access our cloud product or service, your use of that cloud product or service is subject to the cloud service subscription or services agreement that you and ClickSoftware have entered into, and is not governed by these Terms.
9. Intellectual Property Rights.
9.1. Content and Marks. The (i) content on the Site, including without limitation, text, documents, articles, blogs, brochures, descriptions, products, software, graphics, webinars, podcasts, photos, sounds, videos, interactive features, and services (collectively, the "Materials"), and (ii) the trademarks, service marks and logos contained therein ("Marks", and together with the Materials, the “Content”), are the property of ClickSoftware or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “ClickSoftware”, the ClickSoftware logo, and other marks are Marks of ClickSoftware. All other trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Site and Content.
9.2. Use of Content. Content on the Site is provided to you solely for your personal informational, and your internal business informational, purposes and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, commercialized, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior express written consent. If you download or print a copy of any Content you must retain all copyright and other proprietary notices contained therein. You must not remove, obscure, or alter ClickSoftware’s, or any third party's, copyright and other proprietary notices that are affixed to or provided as part of the Content and Site.
10. User Submissions.
10.1. Background. The Site may permit the submission, hosting, sharing and publishing of text, documents, comments, descriptions, videos, photos, sounds, and other materials and content by you and other third parties ("User Submissions"). For example, the CustomerZone and PartnerZone may permit ClickSoftware’s partners and customers, and other third parties, to post and display User Submissions.
10.2. Responsibility. You understand that whether or not such User Submissions are published, we do not guarantee any confidentiality with respect to any User Submissions. You shall be solely responsible for your User Submissions and the consequences of posting, publishing or uploading them. We have complete discretion whether to publish your User Submissions and we reserve the right in our sole discretion and without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all content posted on the Site (including User Submissions) at any time and for any reason.
10.3. Ownership. You represent and warrant that you own or have the necessary rights and permissions to use and authorize ClickSoftware to use all Intellectual Property Rights in and to your User Submissions, and to enable inclusion and use thereof as contemplated by the Site and these Terms. Unless the User Submissions are separately referred to, all references herein to Content shall include references to User Submissions. "Intellectual Property Rights" means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. You retain all of your ownership rights in and to your User Submissions.
10.4. License to User Submissions. By submitting the User Submissions to ClickSoftware, you hereby grant ClickSoftware a worldwide, perpetual, irrevocable, non-exclusive, fully paid-up, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of display, and perform the User Submissions in connection with the Site and ClickSoftware's business, including without limitation for redistributing part or all of your User Submissions (and derivative works thereof) in any media formats and through any media channels and, and you hereby waive any moral rights in your User Submissions, to the extent permitted by law. You also hereby grant each user of the Site or other viewer or user of the User Submission a non-exclusive right to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, all in accordance with these Terms.
10.5. Prohibited Content. You agree that you will not display, post, submit, publish, upload or transmit a User Submission that: (i) you know if incorrect, incomplete, or misleading; (ii) disparages, or creates a negative image of, ClickSoftware and/or its products and services; (iii) make any warranties, representations or undertakings with respect to ClickSoftware and/or its products and services that are inconsistent with any promotional materials and literature distributed by ClickSoftware; (iv) is unfair or deceptive under the consumer protection laws of any jurisdiction; (v) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (vi) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (vii) impersonates another person; (viii) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (ix) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is inappropriate; (x) involves theft or terrorism; (xi) is malicious or fraudulent; or (xii) breaches these Terms.
10.6. Personal Information. If your User Submission contains the contact information or any personally identifiable information of any person you hereby expressly represent and warrant that: (i) you have complied, and will comply, with all applicable privacy laws; (ii) you have obtained the express consent of the person to include their contact information or personally identifiable information in your User Submission; and (iii) that the person is aware that they may be contacted as a result.
10.7. Exposure. You understand and acknowledge that when accessing and using the Site: (i) you may be exposed to User Submissions from a variety of sources, and that ClickSoftware is not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such User Submissions; and (ii) you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable. You hereby agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against ClickSoftware with respect to (i) and (ii) herein.
11. Information Description. We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on the Site is accurate, complete, reliable, current, or error-free. We reserve the right at any time to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of and reliance on the Content, or any part thereof, is made solely at your own risk and responsibility.
12. Disclosure. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Site, and your use thereof, as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations of them, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of ClickSoftware, its users and the public.
16. Warranty Disclaimers.
16.1. This section applies whether or not the services provided under the Site are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.
16.2. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. CLICKSOFTWARE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. CLICKSOFTWARE DOES NOT GUARANTEE THAT THE SITE WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUSES. THE SITE MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT CLICKSOFTWARE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT RESULT FROM TECHNICAL PROBLEMS RELATED TO THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY THIRD PARTY CONTENT, PRODUCT OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE SITE.
17. Limitation of Liability.
17.1. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CLICKSOFTWARE SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF CLICKSOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CLICKSOFTWARE FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE EXCEED US$100 (ONE HUNDRED UNITED STATES DOLLARS).
18. Indemnity. You agree to defend, indemnify and hold harmless ClickSoftware, and our officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of, or inability to use, the Site; and (ii) your violation of these Terms.
19. Term and Termination. These Terms are effective until terminated by ClickSoftware or you. ClickSoftware, in its sole discretion, has the right at any time, with or without notice, to: (i) immediately terminate your access to the Site, or any part thereof, with or without cause (including, without any limitation, for a breach of these Terms); and (ii) discontinue or modify any aspect of the Site. ClickSoftware shall not be liable to you or any third party for termination of the Site, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue use of the Site. Upon termination of these Terms, you shall cease all use of the Site. This Section 19 and Sections 9 (Intellectual Property Rights), 10 (User Submissions) 12 (Disclosure), 14 (Privacy), 15 (Copyright Policy), 16 (Warranty Disclaimers), 17 (Limitation of Liability), 18 (Indemnity), 21 (Governing Law and Dispute Resolution) and 22 (General) shall survive termination of these Terms.
20. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by ClickSoftware without restriction or notification to you.
21. Governing Law and Dispute Resolution. These Terms and the relationship between you and ClickSoftware shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its principles of conflict of laws. If there is any dispute that arises out of these Terms and/or your use of or inability to use the Site, you agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Jaffa and waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that ClickSoftware may seek injunctive relief in any court of competent jurisdiction.
22. General. These Terms shall constitute the entire agreement between you and ClickSoftware concerning the Site. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.