clearspring - the widget network.

Clearspring Terms of Service

Welcome to Clearspring.com (the "Site"), a service operated by Clearspring Technologies, Inc. The following terms and conditions (the "Terms") form a binding agreement between You and us. Please review the following Terms carefully. By using the Site, You are agreeing to these Terms, and these Terms will govern Your use of the Site and the Services (defined below). If You do not agree to these Terms, You must cease use of the Site and Services. The terms "Clearspring", "us", "we" or "our" refers to Clearspring Technologies, Inc., the owner of the Site and Services. The term "You" or "Your" refers to the person accessing or using the Site and Services, or the company or organization on whose behalf that person accesses the Site and Services.

Our Services

Clearspring provides online widget syndication services (our "Services") that make it easy for You to package, distribute and analyze the performance of widgets via our proprietary platform (the "Clearspring Platform"). In order for us to provide You with the Services, You must (i) allow Clearspring to retrieve, distribute and access Your Widget Content (as defined below) as well as (ii) combine Your Widget Content with our proprietary widget platform, which may include our widget tools with sharing, tracking and other capabilities (the "Clearspring Tools") creating an "Enhanced Widget". One of the basic functions of the Services is to maximize distribution of Enhanced Widgets, and as such, You agree to allow us to reference Your Widget Content on our Site and other delivery points, distribute Enhanced Widgets to various delivery points, as well as promote the Enhanced Widget.

Your Account

You will need to create an account with us in order to use the Site and Services. You can create an account by following the registration instructions provided on the Site. If You choose to register, You agree to provide only accurate, complete registration information, and You will keep that information up-to-date if it changes. Your registration must be done using Your real name. Each registration is for Your personal use, or for the use of the single company or organization on whose behalf You access the Site and use the Service, but the Site and the Service may not be used on behalf of more than one entity under one registration. Access to the Site and use of the Service is not authorized by any other person or entity using Your registration, and You are responsible for preventing such unauthorized use. You are responsible for all activity occurring under Your account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data.

After You register, we'll issue a unique user number (a "User ID") to You. With that User ID, You'll be able to utilize our Services. Please bear in mind that our fees vary depending on the type of services used.

Site and Services; Modifications

We retain all right to determine the features and capabilities included as part of the Site and the Services. We may include features and capabilities that link to third-party services, content, applications, widgets or websites from the Site, the Services, the Clearspring Platform or the Clearspring Tools.

We reserve the right to modify, suspend, or discontinue the Site and the Services or modify the Terms from time-to-time, with or without notice to You, and we are not liable to You or any third party should we exercise such right. If You object to any such changes, Your sole recourse is to discontinue using the Site and the Services. Continued access and/or use of the Site and/or the Services following notice of any such changes shall indicate Your assent to and acceptance of such changes.

Termination

You acknowledge and agree that we, at our sole discretion, may terminate Your use of the Site and/or the Services without prior notice, and remove and disable Your Enhanced Widget if we believe that You have violated or acted inconsistently with these Terms or our privacy policy. You agree that we shall not be liable to You or any third party for termination of Your access to the Site and Services. In the event of any termination, You will immediately cease access to the Site and we will no longer provide You the Services, and You agree to promptly pay any outstanding fees owed under these Terms.

Third Party Sites

The Enhanced Widget and the Clearspring Tools may contain links to third party content, websites, applications or widgets that are not owned or controlled by Clearspring. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party websites, applications or widgets. In addition, Clearspring will not and cannot censor or edit the content of any third-party website, application or widget. By using the Services, You expressly relieve Clearspring from any and all liability arising from Your use of any third-party content.

No Fees for Basic Services

We do not charge a fee to access the Site or our basic Services. We may make additional premium or advertising-supported Services available to You from time to time and such additional services may be subject to different terms and fees. We will make such additional terms and/or fees known to You before utilizing any additional Services.

General Rules of User Conduct

It is our goal to make the use of our Site and Services a good experience for all of our users, so You agree not to do any of the following:

• Conduct or promote any illegal activities while using the Site or Services;
• Upload, post, transmit or otherwise make available on or through Your Widget Content any content or information that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, harmful to minors in any way, or racially, ethnically or otherwise objectionable;
• Attempt to reverse engineer or jeopardize the correct functioning of the Site or Services, or otherwise attempt to derive the source code of the Clearspring Platform (including the tools, methods, processes, and infrastructure) that enables or underlies the Services;
• Modify, change or alter in any way, the proprietary content used within a third party widget using the Clearspring Platform;
• Use the Services in any manner which interferes with the performance or functionality of the Clearspring Platform;
• Attempt to gain access to secured portions of the Site to which You do not possess access rights;
• Upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
• Promote or advertise any item, good or service that (a) violates any applicable federal, state, or local law or regulation, (b) violates the terms of service of any website upon which the Enhanced Widget is viewed, or (c) Clearspring determines, in its sole discretion, is inappropriate to be promoted through the Site or the Services;
• Use the Site or Services to generate unsolicited email advertisements or spam; or
• Use any automatic or manual process to search or harvest information from the Site or Services, or to interfere in any way with the proper functioning of the Site and Services.

Widget Content

1. Your Widget may now or in the future include videos, images, audio clips, photos, graphic designs, advertisements, sponsorships and/or other types of content submitted by You or others enabled by You ("Widget Content").
2. You shall be solely responsible for Your own Widget Content and the consequences of posting or publishing such content. In connection with Widget Content, You affirm, represent, and/or warrant that: (i) You own or have the necessary licenses, rights, consents, and permissions to use and authorize Clearspring to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Widget Content to enable inclusion and use of the Widget Content in the manner contemplated by our Services and these Terms; and (ii) You have the written consent, release, and/or permission of each and every identifiable individual person in the Widget Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Widget Content in the manner contemplated by our Services and these Terms. For clarity, You retain all of Your ownership rights in Your Widget Content. However, by placing the Widget Content in the Clearspring Tools to create the Enhanced Widget, You hereby grant Clearspring a worldwide, non-exclusive, royalty-free, sub-licenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Widget Content in connection with our Services and Clearspring's (and its successor's) business, including without limitation for promoting and redistributing Enhanced Widgets (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user accessing the Enhanced Widget containing Your Widget Content a non-exclusive license to access Your Widget Content, and to use, reproduce, distribute, display and perform such Widget Content as part of the Enhanced Widget. The foregoing license granted by You terminates once You block access to, remove or delete Your Widget Content.
3. In connection with Widget Content, You further agree that You will not: (i) submit material that 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 or have permission from their rightful owner to post the material and to grant Clearspring all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Clearspring or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv)impersonate another person. Clearspring does not endorse any Widget Content or any opinion, recommendation, or advice expressed therein, and Clearspring expressly disclaims any and all liability in connection with Widget Content. Clearspring does not condone copyright infringing activities and infringement of intellectual property rights throughout its Service, and Clearspring will remove all Widget Content if properly notified that such Widget Content infringes on another's intellectual property rights. Clearspring will also suspend and/or terminate a user's access to our Service, if they are determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than twice and/or has had an Enhanced Widget or Widget Content removed more than twice. Clearspring also reserves the right to decide whether Widget Content is appropriate and complies with these Terms for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to obscene or defamatory material. Clearspring may remove such an Enhanced Widget, Widget Content and/or suspend or terminate a user's access for uploading such material in violation of these Terms at any time, without prior notice and at its sole discretion.
4. In particular, if You are a copyright owner or an agent thereof and believe that any Enhanced Widget, Widget Content or other content infringes upon Your copyrights, You may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in the form of a written notification (pursuant to 17 U.S.C., section 512(c)) must be provided to Clearspring's designated Copyright Agent:
   1. Identification of the copyrighted work(s) that You claim to have been infringed;
   2. Identification of where the infringing material is located (i.e., identification of the Enhanced Widget containing the allegedly infringing material);
   3. A statement that You have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law;
   4. A statement that the information in the notification is accurate, and that under penalty of perjury, You are either the owner of the copyright that has allegedly been infringed or that You are authorized to act on behalf of the copyright owner;
   5. Your address, telephone number, and e-mail address; and
   6. Your physical or electronic signature.
   Please note that, pursuant to 17 U.S.C., section 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by Clearspring in connection with the written notification and allegation of copyright infringement.

Clearspring's designated Copyright Agent to receive notifications of claimed infringement is:

By mail:
DMCA Complaints
c/o Clearspring
8000 Westpark Drive, Suite 625
McLean, VA 22102
By Fax: (703) 677-3648
By Email: Copyright@clearspring.com

For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Clearspring customer service. You acknowledge that if You fail to comply with all of the requirements of this Section, Your DMCA notice may not be valid.

Data Rights

In order to provide certain Services, You must allow us to use raw data related to the use and distribution of Enhanced Widgets ("Widget Data") that will be collected as part of the Services. You hereby grant Clearspring a non-exclusive, perpetual, worldwide and irrevocable right and license to utilize the Widget Data to track, extract, compile, synthesize, aggregate, and analyze such Widget Data, including, but not limited to, the creation of anonymous and promotional tracking data ("Tracking Data"). We reserve the right to use, reproduce, distribute and display Tracking Data, in our sole discretion.

API Terms of Use

Certain editions of the Service offer integration capabilities via an application programming interface, or API. To the extent that You are provided access to the Clearspring API, You agree to be bound by Clearspring's API Terms of Use which can be found at: www.clearspring.com/legal/. The API Terms of Use are hereby incorporated by reference and You agree to use the API in strict conformance with such API Terms of Use.

Non-Confidentiality and Security

You understand that information that You submit to us, including, Widget Content, is submitted precisely for the purpose of public disclosure in a variety of media and channels, and therefore such information is not subject to any confidentiality obligation. Certain other limited information, as described in the Privacy Policy may be private and Clearspring will use reasonable efforts to maintain the security and integrity of such information You provide to us. However, You acknowledge and agree that Clearspring cannot fully eliminate security risks and cannot guarantee that unauthorized access to Your information will never occur.

Trademarks

CLEARSPRING, SNAGGABLEADS and other Clearspring graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Clearspring in the U.S. and/or other countries. Clearspring's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Clearspring.

Disclaimers of Warranty

THE SITE, SERVICES, AND CLEARSPRING PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLEARSPRING, ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND SYSTEM INTEGRATION. CLEARSPRING, ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, QUALITY, OR TIMELINESS OF THE SITE, CLEARSPRING PLATFORM, OR SERVICES, OR THAT PROBLEMS WITH THE FOREGOING WILL BE CORRECTED, OR THAT THE SITE IS FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS.

Limitations of Liability

YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITE AND CLEARSPRING PLATFORM, AND TO PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. IN NO EVENT WILL CLEARSPRING, ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, NOR LOST PROFITS, ARISING IN CONNECTION WITH THE SITE, SERVICES OR THESE TERMS, INCLUDING, FOR EXAMPLE, DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITIES, OR BUSINESS INTERRUPTIONS, OR RESULTING FROM THE USE OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SERVICE, SITE, OR THE CONTENT. CLEARSPRING, ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND THIRD PARTY MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE.

THIRD PARTY MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE.

THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT CLEARSPRING IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT YOUR SOLE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION WITH THESE TERMS IS TO DISCONTINUE USING THE SITE AND SERVICES. IN THE EVENT THAT A COURT DETERMINES THAT THE PRECEDING SENTENCE IS UNENFORCEABLE, THE AGGREGATE LIABILITY OF CLEARSPRING TO YOU FOR ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE GREATER OF (A) ALL AMOUNTS PAID BY YOU UNDER THESE TERMS WITHIN THE LAST TWELVE (12) MONTHS, AND (B) ONE HUNDRED DOLLARS (U.S. $100.00).

Indemnification

You agree to defend, indemnify and hold harmless Clearspring, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) Your use of and access to the Site, Services, or Clearspring Platform; (ii) Your violation of any term of these Terms; (iii) Your violation of any third party right, including without limitation any copyright, property, or privacy right; (iv) the distribution of the Enhanced Widget; or (v) any claim that Your Widget Content, or Widget Data caused damage to a third party. This defense and indemnification obligation will survive these Terms and Your use of the Enhanced Widget containing Your Widget Content.

Intellectual Property Issues

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Site, Services, Clearspring Platform and Clearspring Tools, including applicable copyrights, trademarks and other proprietary rights. We are not granting any license to You under any of those intellectual property rights by virtue of these Terms. You further acknowledge and agree that Clearspring retains ownership and control over the "look and feel" and substance of the Clearspring Tools. We reserve all rights that are not expressly granted to You in these Terms.

As between You and us, You retain any intellectual property rights in any copyrighted materials and trademarks that are contained in the Widget Content, Widget Data and Tracking Data. You grant us a non-exclusive, royalty-free, fully paid, worldwide license, under any and all of Your intellectual property rights related to the Widget Content and the Widget Data, to the extent necessary for us to provide and promote the Services, including, but not limited to the display, promotion and distribution of Enhanced Widgets. Further, You grant us a non-exclusive, royalty-free, fully-paid, worldwide, irrevocable license to use, reproduce, adapt, modify, publish, translate, create derivative works from, communicate to the public and display the Tracking Data.

General Terms

You and we are independent contracts, and nothing in these Terms creates a partnership, employment relationship or agency. There are no third-party beneficiaries of these Terms. You may not assign these Terms, in whole or in part, to any third party without our prior, written consent, and any attempt by You to do so will be invalid. Should any part of these Terms be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. Our failure to enforce any provision of these Terms will not be considered a waiver of the right to enforce such provision. Our rights under these Terms will survive any termination of these Terms. You agree that: (i) the Site, Services and Clearspring Platform shall be deemed solely based in Virginia; and (ii) the Site shall be deemed a passive website that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Virginia. These Terms will be governed by the laws of the Commonwealth of Virginia. You agree that the state and federal courts located within the Commonwealth of Virginia will have exclusive jurisdiction over any dispute between You and us. However, You agree that we may seek equitable relief in any jurisdiction when appropriate. YOU AND CLEARSPRING AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE, SERVICES OR CLEARSPRING PLATFORM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. These Terms constitute the entire and only agreement between You and us, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings that relate to the subject matter of these Terms.

Last Updated: July 2008