Throughout this Agreement, the words “PricePlow,” “us,” “we,” and “our,” refer to our company, Clutchwave Inc, as is appropriate in the context of the use of the words.
THE PRODUCTS SOLD BY THIRD PARTY VENDORS VIA THE PLATFORM HAVE NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION OR ANY OTHER GOVERNMENTAL ORGANIZATIONS. If you are pregnant, nursing, taking prescription medication, have a history of heart conditions or have any medical condition, we suggest consulting with your doctor or primary care physician before using any products.
All information provided by PricePlow is for informational and educational purposes only. Information provided by PricePlow on or through the Platform is not intended to be construed as medical advice or an express/implied guarantee that you will achieve the desired results, nor is it intended to diagnose, treat, cure or prevent any health problem or disease. Individual users may not be expected to achieve the same or similar results as others who have used the product. No guarantees of any kind are made for the performance or effectiveness of any products. Always consult with your health care provider before using any products. The products and content found on the Platform are not intended as a substitute for the advice provided by your physician or other healthcare professional. If you have or suspect that you have a medical problem, promptly contact your health care provider. Never disregard, avoid, or delay obtaining medical advice from your doctor or other qualified health care provider because something you have read on our Platform.
Login and Sign-In Information
We reserve the right to suspend or terminate your account for any reason, in the event of account suspension or termination we may provide you with an explanation for such suspension or termination.
Your ability to submit or transmit any information through the Platform, including but not limited to text, audio messages, videos, photos, images or any other information will be referred to as “User Content” throughout this Agreement. All User Content you submit to the Platform will be owned by you. Please be aware that we are not required to host, display, migrate, or distribute any of your User Content and we may refuse to accept or transmit any User Content. You agree that you are solely responsible for any User Content submitted and you release us from any liability associated with any User Content submitted. You understand that we cannot guarantee the absolute safety and security of any such User Content. Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion. The PricePlow does not endorse and may not verify, monitor, or restrict any of its users or any User Content submitted. You agree that any User Content or any other information may be inaccurate, unsubstantiated or possibly even incorrect.
When submitting any User Content to our Platform you represent and warrant that you own all rights to the User Content and you have paid for or otherwise have permission to use any User Content submitted.
When you submit any User Content to us, you grant the PricePlow, its partners, affiliates, users, representatives and assigns a non-exclusive, fully-paid, royalty-free, irrevocable, world-wide, universal, transferable, assignable license to display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or part of your User Content. It is important for you to grant us this license so that we may transmit your User Content to other users through our Platform. Additionally, although you own all User Content submitted by you, we own all layouts, arrangement, metadata and images that are used to render your User Content through our Platform.
Platform Availability and Modification
Although we will attempt to provide continuous Platform availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. We make no uptime guarantees. We reserve the right to alter, modify, update, or remove our Platform at any time. We may conduct such modifications to our Platform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications. For example, we may provide updates to fix security flaws, or to respond to legal demands. Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Platform for security, legal, or other reasons.
Your Conduct While Using The Platform
When accessing or using our Platform, you are solely responsible for your use and for any use of the PricePlow Platform made using your account. You agree to abide by the following rules of conduct:
- You will not copy, distribute or disclose any part of the Platform in any medium, including without limitation by any automated or non-automated “scraping”;
- You will not attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Platform;
- You will not use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform or to extract or export data collected through the Platform;
- You will not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
- You agree not to use the Platform to stalk, harass, bully or harm another individual;
- You agree that you will not hold PricePlow responsible for your use of the Platform;
- You agree not to violate any requirements, procedures, policies or regulations of networks connected to PricePlow;
- You agree not to interfere with or disrupt the Platform;
- You agree to not violate any US federal or state laws while using the Platform; and
- You agree not to use the Platform in any way that is: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing.
If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Platform may at our discretion be terminated or suspended. Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, but PricePlow reserves the right to suspend or terminate any account at any time without notice or explanation.
Third Party Services
You acknowledge that the Platform may reside in a third party hosting company’s computing environment, which comprises both servers and telecommunications services, and that certain uses of the capabilities offered by such third parties may render the Platform inaccessible or may impair the performance of the Platform for you. You agree that PricePlow is not responsible for any loss, including losses of any User Content due to any third party services that host the Platform.
Please be aware that our Platform and any information found within it are offered “as-is.” The Platform and any services offered are not fail-safe and are not designed or intended for use in situations requiring fail-safe, error-free, or interruption-free performance which could lead to severe injury to business, people, property, or the environment (“Essential Activities”). These Essential Activities may include, without limitation, vital business operations, personal communications, or activities where absolutely accurate data or information is required. You expressly assume the risks of any damages resulting from the Essential Activities and you expressly release us from any liability related to such Essential Activities. You agree that any information may be inaccurate, unsubstantiated or possibly even incorrect. We cannot guarantee that using our Platform will result in any benefits or positive results for you. You agree to release us from any liability that we may have to in relation to your use of our Platform. Through the Platform you may be able to meet third parties, we ask you to exercise common sense and good judgment when doing so. You agree to release us from any liability related to any encounters with third parties that may occur through your use of the Platform. By using the Platform you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other third parties will be limited to a claim against the particular third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from PricePlow with respect to such actions or omissions.
PricePlow may display products via the Platform; however, all payments are processed by third party vendors. PricePlow does not process any payments and if you have any issues with any payments please contact the third parties directly.
You may terminate your user account at any time via your account dashboard or contacting us at [email protected] Please be aware that upon termination of your account, access to portions of our Platform may be become immediately disabled. Please be aware that we reserve the right to retain any User Content posted by you on the Platform. Upon termination you will not be entitled to any refunds or proration of any fees paid except as stated in this Agreement. We may terminate your user account if we determine that: (1) you have violated any applicable laws while using our Platform; (2) If you have violated this Agreement or any other of our Platform policies; or (3) if we believe that any of your actions may harm PricePlow, our Platform, or business interests, at our sole decision or discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so.
At PricePlow we want you to be satisfied with any services offered via the Platform. However all refunds are handled by the third party vendors, with whom you purchased such products from. PricePlow does not handle any refunds and you should not mail to us any returned products or requests for refunds. On occasion, PricePlow's support team has been known to assist in the refund process for our regular users, but makes no guarantee regarding the ability to perform such actions.
Product Issues, Availability, and Pricing
As our Platform contains a number of products, it is possible that some of the products listed on our Platform may be incorrectly priced, improperly labeled, or may be unavailable. Additionally, other errors may be displayed on the product page. Although we try to keep all information on products on our Platform available and on hand, there may be times where such products are unavailable. Please visit our third party vendors to check availability.
We attempt to have updated pricing on our Platform. However, as many products are listed and as prices may consistently change, we cannot guarantee that any price displayed is the correct price for any of the products listed on our Platform. Please visit our third party vendors for final pricing.
Product Photos and Sizing
Please be aware that all photos of any products on the Platform are for illustrative purposes only. Although we use reasonable best efforts to ensure that our products are almost entirely similar to the photos offered on our Platform, it is possible that some photos shown on our Platform may not be entirely representative of the actual product. The final products received by you may vary slightly in color, size, look, finish, or style. Additionally, you should be aware that all sizing is approximate and not exact.
PricePlow or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to PricePlow. The sole purpose of this policy is to avoid potential misunderstandings or disputes when PricePlow’ products might seem similar to ideas you submitted to PricePlow. If, despite our request that you not send us your ideas, you agree to the following: (1) your Submissions and their contents will automatically become the property of PricePlow, without any compensation to you; (2) PricePlow may use or redistribute the Submissions and their contents for any purpose and in any way; (3) there is no obligation for PricePlow to review the Submission; and (4) there is no obligation to keep any Submissions confidential.
The name “PricePlow.com”, “PricePlow,” the design of the PricePlow Platform along with PricePlow created text, writings, images, templates, scripts, graphics, interactive features and the trademarks, marks and logos contained therein ("Marks"), are owned by or licensed to PricePlow. The Marks are subject to copyright and other intellectual property rights under US laws and international conventions. PricePlow reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution of the Marks or anything else contained within the Platform unless we have given you express written permission.
Representations and Warranties
THE PLATFORM IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER PRICEPLOW, NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS, ASSIGNS OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE PLATFORM; (B) ANY INFORMATION PROVIDED VIA THE PLATFORM; OR (C) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO PRICEPLOW OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
PRICEPLOW DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. PRICEPLOW DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM ARE ACCURATE, COMPLETE, OR USEFUL. PRICEPLOW DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND PRICEPLOW SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.
Limitation of Liability
IN NO EVENT SHALL PRICEPLOW, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM (I) YOUR USE OR INABILITY TO USE THE PLATFORM OR ANY ERRORS, MISTAKES, OR INACCURACIES FOUND WITHIN THE PLATFORM, (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR PLATFORM, (III) ANY INTERRUPTION,MISINFORMATION, INCOMPLETE INFORMATION, OR CESSATION OF TRANSMISSION TO OR FROM OUR PLATFORM TO YOU, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM VIA A THIRD PARTY, (V) ANY FAILURES OR DISRUPTIONS WHETHER INTENTIONAL OR UNINTENTIONAL, (VI) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS OR (VII) ANY POTENTIAL OR ACTUAL LOSS OR DAMAGE TO PERSON OR PROPERTY THAT MAY OCCUR WHILE USING THE PLATFORM. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN JURISDICTIONS THAT ALLOW A LIMITATION ON LIABILTY, YOU AGREE THAT OUR LIABILITY TO YOU IS NO MORE THAN THE AMOUNT YOU PAID IN THE PAST SIX MONTHS FOR SERVICES OR ONE-HUNDRED US DOLLARS, WHICHEVER IS GREATER.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY BETWEEN JURISDICTIONS. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by PricePlow’s negligence or that of any of its officers, employees or agents; (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future. The foregoing limitations on liability and any other limitations of liability set forth herein are not applicable to residents of New Jersey. With respect to residents of New Jersey, PricePlow shall not be liable for any damages arising out of your access to or use of the Platform, unless such damages are the result of our negligent or reckless acts or omissions; provided, however, that we shall not be liable for consequential, indirect or punitive damages.
You agree to defend, indemnify and hold harmless PricePlow, its 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:
- your use of and access to the PricePlow Platform;
- your violation of any term of this Agreement; and
- any claim that your use of the Platform harmed a third party.
This defense and indemnification obligation will survive this Agreement and your use of the PricePlow Platform. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.
We take copyright infringement very seriously. If you believe that any copyrighted material owned by you has been infringed upon by someone using our Platform, please send us a message which contains:
- Your name.
- The name of the party whose copyright has been infringed, if different from your name.
- The name and description of the work that is being infringed
- The location on our Platform of the infringing copy.
- A statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.
- A statement that you swear, under penalty of perjury, that the information contained in this notification is accurate and that you are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.
You must sign this notification and send it to our Copyright Agent: Copyright Agent of PricePlow, [email protected]
In the event that you receive a notification from PricePlow stating content posted by you has been subject to a DMCA takedown, you may respond by filing a counter-notice pursuant to the DMCA. Your counter-notice must contain the following:
- Your name, address, email and physical or electronic signature.
- The notification reference number (if applicable).
- Identification of the material and its location before it was removed.
- A statement under penalty of perjury that the material was removed by mistake or misidentification.
- Your consent to the jurisdiction of a federal court in the district where you live (if you are in the U.S.), or your consent to the jurisdiction of a federal court in the district where your service provider is located (if you are not in the US).
- Your consent to accept service of process from the party who submitted the takedown notice.
Please be aware that we may not take any action regarding your counter-notice unless your notification strictly complies with the foregoing requirements. Please send this counter-notice to: [email protected]
PricePlow and its Platform may only be used by persons 18 years and older. If you are under 18 please stop using our Platform and please do not submit any information to us.
Choice of Law
This Agreement shall be governed by the laws in force in the state of Texas. The offer and acceptance of this contract is deemed to have occurred in Texas.
By using this Platform, you agree that: (1) any claim, dispute, or controversy you may have against us, Clutchwave Inc or the Platform arising out of, relating to, or connected in any way with this Agreement shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures”); (2) the claim or dispute must be brought within one (1) year of the first date (does not apply to New Jersey residents) of the event giving rise to such action and the arbitration shall be held in Austin, TX, or at such other location as may be mutually agreed upon by you and Clutchwave, Inc; (3) the arbitrator shall apply Texas law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (4) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or Clutchwave Inc’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (5) both parties will bear their own costs of representation and filing for the dispute; (6) where possible and allowed for under the AAA Rules and Procedures, Clutchwave Inc shall be entitled to appear electronically or telephonically for all proceedings; and (7) with the exception of subpart (4) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (4) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither user nor Clutchwave Inc shall be entitled to arbitrate their dispute. For more information on AAA and its Rules and Procedures, users may visit the AAA website at http://www.adr.org. In the event that any portion of this arbitration provision is found to be unenforceable or void, both parties agree to settle any disputes arising out of this Agreement in a court of competent jurisdiction located in Travis County, TX.
You and PricePlow agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.
You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.
If two or more provisions of this Agreement or any other agreement you may have with PricePlow are deemed to conflict with each other’s operation, you agree that PricePlow shall have the sole right to elect which provision remains in force.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform.
New Jersey Users
Pursuant to N.J.S.A. 56:12-14, et seq, portions of the Limitation of Liabilities and Representations and Warranties sections of this Agreement do not apply to New Jersey residents. For New Jersey residents the limitation of liabilities and representations and warranties shall apply to the furthest extent permitted under New Jersey law.
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about PricePlow must be sent to our agent for notice to: [email protected]
Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
The communications between you and PricePlow use electronic means, whether you visit the Platform or send PricePlow e-mails, or whether PricePlow posts notices on the Platform or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from PricePlow in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that PricePlow provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
Last Updated: May 30, 2017