These terms and conditions together with your Order (“Agreement”) govern your purchase and use of Services. By clicking on "I agree" or a similar button or completing the registration process on Clever Bots’s website, submitting a website domain for indexing, or otherwise using the Service, you agree to the terms of the Agreement.
These terms and conditions were last updated on 06 May 2021.
For the sake of simplicity, we have provided these terms with a table of contents:
- Service Features
- Customer Obligations
- Intellectual Property
- Term and Termination
"Account" means your online account that gives you access to each feature of the Service associated with your Plan. Natural persons must be legally capable to act to register an Account.
“Customer” or “you” means the individual, company, or organization registering to use the Service
“Customer Data” means all data that is provided to Clever Bots by, or on behalf of you, in order for Clever Bots to provide the Services.
“Effective Date” means the date of Clever Bots’s email confirming your Account registration.
"Free Trial Version" means a free trial of the Services offered to you opening an Account. The free trial will start on the Effective Date and expire 14 days from and including that date.
“Intellectual Property Rights” means current and future worldwide rights under patent, copyright, design rights, trade secret, trademark, moral rights, and other similar rights, whether registered or unregistered.
“Order” means our online or other registration or order form that describes the Services and level of Plan we provide to you. The terms of your Plan for part of your Order.
“Payment Method” means a valid credit or debit card(s) or other means of payment we accept.
"Plan" means Service features, limitations and pricing offered to you either free of charge or for a subscription fee. For a complete description of the Plans and pricing, visit https://www.productfinder360.com/#pricing.
"Product Finder 360" means the Product Finder 360 software as a service offered and operated through the URL www.productfinder360.com.
“Services” means access to Product Finder 360 including any upgrades and updates.
“Statistics” anonymized, de-identified and aggregated information generated by your use of the Services.
"Third-party services" refers to those services not provided directly by Clever Bots but that are necessary for the proper functioning of the Services, such as ISPs or payment service providers.
"Visitors" are any visitors to your site who interact with the Service.
“Clever Bots” means Clever Bots BV, a company of Belgian law, company number 0670.620.683 with its registered seat in 9000 Gent, Foreestelaan 1, Belgium.
2.1 Provision of Services. Clever Bots will provide the Services to you in accordance with the Agreement from the Effective Date.
2.2 Registration. To use the Services, you must register by filling out the online registration form. You will be responsible for correctness and completeness of your details. By clicking on the 'Sign up for free' button, you make a binding offer to enter into the Agreement. Clever Bots will confirm receipt of your registration request together with Clever Bots's registration confirmation by automated email immediately after you submit the registration request. The Agreement and your rights to use the Service will commence from the Effective Date. The same process applies to registering for a paid Plan or the upgrade or a downgrade of a paid Plan. You may not be accepted as a Service user in Clever Bots’s sole discretion.
2.3 License. Clever Bots grants you a non-exclusive, non-transferable worldwide right to access and to use the Services described in your Order in accordance with the Agreement for your own internal business purposes and for the period stated in Section 12.1. You will remove Product Finder 360 scripts from your site after termination or expiration of the Agreement and upon request, will certify to Clever Bots accordingly.
2.4 Free Trial Version. When you sign up for the Service, Clever Bots will automatically open an Account registered to the email address provided by you and activate a Free Trial Version. The features of the Free Trial Version are the same as those of the paid Plan with the maximum features. You may upgrade to a paid Plan at any time. You may also upgrade a paid Plan to higher maximum number of Product Finder 360 Visitor engagements for an extra fee.
2.5 End of Free Trial Version. If you do not sign up for a paid Plan at the end of your right to use the Free Trial Version, the features available to you will be automatically limited to those of the free Plan. Clever Bots may at its sole discretion and without notice change the features of the free Plan, make them available only for a fee, terminate the free Plan or terminate your access to the free Plan.
2.6 Usage Requirements. To enable the Service on your website, you must paste the specified code into the source code of your website according to the instructions at https://docs.productfinder360.com/integrate-the-product-finder-to-your-webpage.
2.7 Third Party Services. If you integrate the Services with any Third-party service, you acknowledge that such third-party service might access or use Customer Data and you permit the Third-party service provider to access Customer Data as required for the interoperation of that Third-party service with the Services. You are solely responsible for the use of such Third-party services and any data loss or other losses it may suffer as a result of using any such services.
3. Service Features
3.1 Future Functionality. You agree that your purchases are not contingent on the delivery of any future features or functionality, or dependent on any oral or written public comments made by Clever Bots regarding future features or functionality.
3.2 Changes to Services. Clever Bots continually changes and improves the Services. Clever Bots may add, alter or remove functionality from such Services at any time without prior notice, provided that Clever Bots will provide you with prior written notice if Clever Bots makes a change to the Services resulting in a material decrease in core functionality used by Clever Bots general customer base.
4.1 Fixed Fees You will pay Clever Bots all fixed fees for the applicable Plan in advance at the billing frequency mentioned in your Order.
4.2 Additional Engagement Fees. The fee for using the Services depends on the number of Product Finder 360 Visitor engagements used during the applicable billing period. A Visitor answering at least one Product Finder 360 question counts as one engagement. The maximum number of engagements you are entitled to use during any billing period is set out in your Plan or can be increased by you in your Account. If the engagement limit set in your Plan is lower than your actual engagement usage, you will be charged an additional $0.05-$0.1 per excess engagement depending on your Plan. You can prevent additional fees by pausing the Services in your Account settings at any time until the next billing period starts when the number of engagements covered by your Plan is reached. Any additional engagement fees incurred by you will be billed at the end of the billing period in which the engagements were used. If you have increased the engagement limit in your Account, the Service will be automatically suspended until the start of the next billing period when you reach that limit. Unused engagements expire at the end of the billing period and do not roll over to the following billing period.
4.3 Payment Method. All payments are made by the Payment Method. Clever Bots can charge all applicable fees to any Payment Method associated with your Account. Clever Bots may suspend your access to Services until Clever Bots has been able to charge your Payment Method for all amounts due. You are responsible for any (a) uncollected amounts (b) all fees or charges made by the Payment Method issuer. You can update your Payment Method by going to your Account. Clever Bots may also update your Payment Method using information provided by your payment service providers. Clever Bots can continue to charge the applicable Payment Method(s) following any such update. Clever Bots uses third parties to process payments. Your payment information, Payment Method and other personal data will be passed to such third parties.
4.4 No Refunds. Except as otherwise specified in the Agreement or prohibited by applicable law, payment obligations are non-cancellable and fees paid are not refundable;
4.5 Payment Terms. Your payment obligation begins on the day you subscribe to a paid Plan of your choice. An upgrade to a paid Plan immediately ends your Free Trial Version and the cost of your first billing period will be charged immediately after the upgrade.
4.6 Taxes. All amounts payable by you under the Agreement are exclusive of any applicable taxes, levies, duties, or similar governmental assessments of any nature (including value-added, sales, and use taxes, but excluding withholding taxes and taxes based on Clever Bots income, property, or employees) (“Taxes”) that may arise in connection with your purchases under the Agreement. If any such Taxes arise, you will pay such Taxes in addition to all other amounts payable under the Agreement, unless you provide Clever Bots with a valid tax exemption certificate or other documentary proof, issued by an appropriate taxing authority, that no tax should be charged. If you are required by law to withhold any Taxes from its payments to Clever Bots, you must provide Clever Bots with an official tax receipt or other appropriate documentation to support such payments. You agree to indemnify Clever Bots from any claim for these costs.
4.7 Currency. All amounts are quoted and payable in US dollars ($).
4.8 Upgrades and Downgrades. For Plan upgrades during a billing period, your future payment will be pro-rated based on the unused time of your previous Plan. In the case of a downgrade to another paid Plan, no refunds will be issued, but the difference will be applied to future bills. In the case of Account cancellation or a downgrade to the free Plan, no refunds will be issued.
4.9 Overdue Payments. Clever Bots may charge you interest on overdue payments at the maximum rate permitted by applicable law on the amount overdue. If any amount owed by you is overdue by 30 days or more, Clever Bots may limit Service functionality or suspend provision of Services to you until such amounts are paid in full.
4.10 Fees Changes. Clever Bots may increase fees for the Services by providing at least two months' written or email notice to you. On receipt of such notice, you may terminate the Agreement by serving notice on Clever Bots before and with effect from the date the increased fees apply. You will not be entitled to any refund of fees paid for your current subscription period.
5. Customer Obligations
5.1 Customer Responsibilities.
(a) Account Security. You agree that your purchases are not contingent on the delivery of any future features or functionality, or dependent on any oral or written public comments made by Clever Bots regarding future features or functionality.
(b) Customer Users. You will be responsible for any breach of the Agreement caused by its Service users and Visitors
(c) Customer Users. . You are prohibited from any activity related to the use of the Services that violates any applicable law, the Acceptable Use Policy, infringes any third-party rights, or violates the principles concerning the protection of minors. In particular, the following actions are prohibited:
- the transmission of information that you are not authorized to provide;
- collecting information about other users;
- reverse engineering, decompiling, translating, disassembling, or otherwise attempting to extract the source code for the Service, extracting any
- or all of the Service's source code, unless you have a legally indispensable right to do so;
- using the Service in such a way that overburdens or interferes with the performance of the Service or interferes with others' use of the Service
- (this includes using automated systems such as "robots", "spiders," or "offline readers" that send more requests to our servers over a period of
- time than a human can reasonably produce using a standard browser over the same period of time);
- acts designed to gain unauthorized access to the Service, our systems, or networks;
- copying, altering, or creating a derivative work of the service, or a part, function, or interface thereof;
- using the Service, including the documentation, to develop a competitive product or service;
- using the Services for the benefit of any third party
5.2 Embargoes. You represent and warrant that it is not barred by any applicable laws from being supplied with the Services. The Services may not be used in any country that is subject to an embargo by the United States or European Union applicable to the Services. You will ensure that: (a) your Visitors do not use the Services in violation of any export restriction or embargo by the United States; and (b) you do not provide access to the Services to persons on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals.
5.3 Suspension of Services. Clever Bots may limit or suspend the Services from time to time at its discretion (for example, to perform scheduled maintenance or in response to a suspected breach of the Agreement). If the circumstances reasonably permit, Clever Bots will give you reasonable advance notice of any limitation or suspension so that you can plan around it or address the issue that has prompted Clever Bots to take such action. There may be some situations, such as security emergencies, where it is not practicable for Clever Bots to give such advance notice. Clever Bots will use commercially reasonable efforts to narrow the scope and duration of the limitation or suspension as is needed to resolve the issue that prompted such action.
6.1 Security. Clever Bots has, taking into account the state of the art, cost of implementation, the nature, scope, context and purposes of the Services, and the level of risk, implemented appropriate technical and organizational measures to ensure a level of security appropriate to the risk of unauthorized or unlawful processing, accidental loss of and/or damage to Customer Data. At reasonable intervals, Clever Bots tests and evaluates the effectiveness of these technical and organizational measures.
7. Intellectual Property
7.1 Customer IP. As between the parties, you retain ownership of all Intellectual Property Rights in the Customer Data. The Agreement does not grant Clever Bots any licenses or rights to the Customer Data except for the following:
(a) Customer Data License. You grant Clever Bots and its affiliates a worldwide, royalty-free, non-exclusive, limited license to use, host, copy, transmit, modify, display, and distribute Customer Data only for the limited purposes of providing the Services to you and improving the Services
(b) Customer Site License. You grant Clever Bots a non-exclusive, revocable right to store, copy, transmit, and display your site's content and to interact with thirdparty services as necessary for the proper functioning of the Services and to fulfil Clever Bots's contractual obligations.
(c) Feedback.If you provide Clever Bots with feedback about the Services, Clever Bots may use that feedback and incorporate it into its products and services without any obligation to you.
7.2 Clever Bots IP. As between the parties, Clever Bots retains ownership of the Services and all related Intellectual Property Rights. No licenses or rights are granted to you by Clever Bots other than as expressly provided for in the Agreement.
7.3 Customer Lists. Clever Bots may identify you by name and logo as a Clever Bots customer on Clever Bots website and on other promotional materials. Any goodwill arising from the use of your name and logo will inure to the benefit of you.
7.4 Statistics. Clever Bots will aggregate and/or use Statistics provided that the Statistics are de-identified, anonymized and cannot identify you or any individual. Clever Bots remains the owner of these Statistics.
8.1 Definition. “Confidential Information” means information disclosed by a party (“Discloser”) to the other party (“Recipient”) in connection with the use or provision of the Services that is either marked as confidential or would reasonably be considered as confidential under the circumstances. Your Confidential Information includes Customer Data. Clever Bots Confidential Information includes the terms of the Agreement and any security information about the Services. Despite the foregoing, Confidential Information does not include information that: (a) is or becomes public through no fault of the Recipient; (b) the Recipient already lawfully knew; (c) was rightfully given to the Recipient by an unaffiliated third party without restriction on disclosure; or (d) was independently developed by the Recipient without reference to the Discloser’s Confidential Information
8.2 Confidentiality. The Recipient will: (a) protect the Discloser’s Confidential Information using commercially reasonable efforts; (b) use the Discloser’s Confidential Information only as permitted by the Agreement, including to exercise the Recipient’s rights and fulfil the Recipient’s obligations under the Agreement; and (c) not disclose the Discloser’s Confidential Information without the Discloser’s prior consent, except to affiliates, contractors, agents, and professional advisors who need to know it and have agreed in writing (or, in the case of professional advisors, are otherwise bound) to keep it confidential on terms comparable to those under this Section. The Recipient may disclose the Discloser’s Confidential Information when and to the extent required by law or legal process, but only after the Recipient, if permitted by law, uses reasonable efforts to notify the other party.
8.3 Destruction of Confidential Information. Upon the termination or expiration of the Agreement and the Agreement, each party will destroy all Confidential Information of the other party in its possession or control within a reasonable amount of time in accordance with the Recipient’s data destruction practices.
9.1 Warranties. Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision or use of the Services.
9.2 Disclaimers. CLEVER BOTS MAKES NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES. IN PARTICULAR, CLEVER BOTS DOES NOT GUARANTEE THAT THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS OR THE SERVICE WILL BE AVAILABLE IN AN UNITERRUPTED, TIMELY, SECURE OR ERROR-FREE MANNER OR THAT THE SERVICE CAN BE USED WITH PARTICULAR WEBSITE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, CLEVER BOTS DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
10.1 By Clever Bots. Clever Bots will indemnify, defend, and hold harmless (collectively defined as “indemnity”, “indemnification”, or some variation thereof) you from and against all liabilities, damages, expenses, and costs (including settlement costs and reasonable attorneys’ fees) (collectively “Loss”) arising out of a third party claim that the Clever Bots technology used to provide the Services to you infringes any copyright, U.S. patent, trademark or trade secrets of such third party. However, in no event will Clever Bots have any obligation or liability under this Section arising from: (a) use of any Services in a modified form or in combination with software, technologies, products, or devices not provided by Clever Bots or (b) any content or data provided by you, Visitors, or third parties.
10.2 By Customer. You will indemnify, hold harmless and (if required by Clever Bots in writing) defend (collectively defined as “indemnity”, “indemnification”, or some variation thereof) Clever Bots from and against all Loss arising out of a third party claim regarding or in connection with: (a) Customer Data (including claims that Customer Data infringes or misappropriates a third party’s Intellectual Property Rights or violates applicable law); or (b) your use of the Services in violation of the Clever Bots Acceptable Use Policy.
10.3 Potential Infringement. If Clever Bots believes the technology used to provide the Services may infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then Clever Bots may: (a) obtain the right for you, at Clever Bots expense, to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe. If Clever Bots does not believe that the foregoing options are commercially reasonable, then Clever Bots may suspend or terminate to you the use of the impacted Services and provide a pro rata refund of any fees prepaid by you applicable to the period following the termination of such Services.
10.4 Indemnity Procedures. A party seeking indemnification under the Agreement will promptly notify the other party of the claim and reasonably cooperate with the other party (to the extent applicable) in defending the claim. If permitted by applicable law, the indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the indemnified party to admit liability, perform any act (except for the obligation to stop using the infringing Services pursuant to Section 11.3 ) which may materially adversely impact the indemnified party or to pay any money will require that indemnified party’s prior written consent (such consent not to be unreasonably withheld or delayed) and (b) the indemnified party may join in the defense with its own counsel at its own expense.
11.1 Exclusion of Certain Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CLEVER BOTS BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT FOR: (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, UNDER ANY THEORY OF LAW, INCLUDING TORT OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11.2 Liability Cap. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CLEVER BOTS AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT FOR ALL CLAIMS OF ANY KIND WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO CLEVER BOTS UNDER THE AGREEMENT DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; PROVIDED, HOWEVER, THAT THE LIABILITY CAP WILL NOT APPLY TO LIABILITY FOR (A) FRAUD OR WILFUL MISCONDUCT, (B) DEATH OR PERSONAL INJURY, OR (C) INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR (D) ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
12. Term and Termination
12.1 Term of Agreement. The term of the Agreement starts on its Effective Date and remains in effect for (a) the period of the Free trial version or (b) the billing period specified in your Order or Plan if you take out a paid Plan (c) the period when a free Plan stays active. On expiry of each billing period, the term of your Agreement will automatically renew for additional periods equal to the original billing period.
12.2 Termination without cause. You or Clever Bots may terminate your Agreement at any time with or without notice. If you are using a paid Plan, you must downgrade to the free Plan before deleting your Account. If you cancel and delete your Account, your Agreement will be terminated. Clever Bots can suspend or terminate your access to the Free Trial Version at any time.
12.3 Termination for cause. A party may terminate the Agreement for cause: (a) upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party ceases its business operations or becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, administration, liquidation, or assignment for the benefit of creditors. Downgrading the Service may result in the loss of your content, features, or the capacity of your Account. Clever Bots assumes no liability for such losses. Section 11 of the Agreement remains unaffected.
12.4 Consequences of Termination of Agreement. On termination of this Agreement for any reason, Clever Bots will immediately cease providing the Services to you and you must remove all Product Finder 360 scripts and references from your Website. You will have no right to any refunds or credits for periods already paid, except in the case of your termination for cause or Clever Bots’s termination without cause. The same applies in the event that Clever Bots has blocked or terminated your Account because of a violation of the Agreement.
12.5 Survival. The following Sections will survive termination of the Agreement: 4 and 7 to 13.
13.1 Amendments. The Agreement may only be amended if authorized representatives of each party agree in a signed writing.
13.2 Assignment. Neither you nor Clever Bots may assign the Agreement without the other party’s prior written consent (such consent not to be unreasonably withheld). However, either party may assign the Agreement without notice to an affiliate or to a successor or acquirer, as the case may be, in connection with a merger, acquisition, corporate reorganization or consolidation, or the sale of all or substantially all of such party’s assets or of the Clever Bots business line to which the subject matter of the Agreement relates. Any other attempt to transfer or assign is void.
13.3 Counterparts. The Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will comprise a single instrument.
13.4 Entire Agreement. The Agreement (including any documents incorporated herein by reference to a URL or otherwise), constitutes the entire agreement between you and Clever Bots and it supersedes any other prior or contemporaneous agreements or terms and conditions, written or oral, concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of the Agreement, and are void.
13.5 Force Majeure. Neither Clever Bots nor you will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, governmental action, or internet disturbance) that was beyond the party’s reasonable control.
13.6 Independent Contractors. The relationship between Clever Bots and you is that of independent contractors, and not legal partners, employees, joint venturers, or agents of each other.
13.7 Interpretation. The use of the terms “includes”, “including”, “such as” and similar terms, will be deemed not to limit what else might be included.
13.8 No Waiver. A party’s failure or delay to enforce a provision under the Agreement is not a waiver of its right to do so later
13.9 Notices. Any notice given under the Agreement must be in writing by email to the following addresses (or addresses notified in writing by either party): to Clever Bots: email@example.com; and to you: at your email address stated on the Order or in the Account.
13.10 Precedence. If any conflict exists among the following documents, the order of precedence will be: (1) these terms and conditions (2) the Order.
13.11 Severability. If any provision of the Agreement is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.
13.12 Third Party Beneficiaries. There are no third-party beneficiaries to the Agreement.
13.13 Governing Law. The Agreement is governed by the laws of Belgium and the parties here by submit to the non-exclusive jurisdiction of the courts of Gent, Belgium.