Terms of Service
Last Updated: November 26, 2019
Some of our Services may currently in a public beta testing phase. Please read the Klever Beta Agreement because your use of our Services may be governed in part by both these Terms and the Klever Beta Agreement.
Bids are completely free. You only pay upon making a winning bid for purchases after you confirm your purchase.
To make these Terms easier to read, the Site and our services, and any other software made available from time to time for download at our Site are collectively the “Services.” For purposes of these Terms, the terms “Klever,” “we” and “us” refer to Zero Limits Limited and its subsidiaries.
1. Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services or purchase the Products using the Services.
2. Privacy Notice. Please refer to our Privacy Notice at https://klevershopping.com/privacy-policy for information on how we collect, use and share your information. You acknowledge and agree that your use of the Services is subject to our Privacy Notice.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND KLEVER THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 23 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).
3.Additional Terms. Certain parts of the Services we offer may be subject to additional terms and conditions specified by us from time to time. In the event of a conflict between the additional terms and conditions or other agreement and any provision in these Terms, these Terms will prevail.
4.Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, through the App and may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. The only exception is for changes to the “Dispute Resolution” section, for which you have followed the process in Section 23(f). Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
5.Who May Use the Services? You must be at least 18 years of age to use the Services, and not otherwise barred from using the Services under applicable law. By using the Services, you represent and warrant that you have reviewed and agreed to these Terms. Parents and guardians are responsible for the acts of their children when using our Services.
(a) Need for an Account. If you want to use the Services, you will need to have an account (the “Account”; the holder
of an Account, the “Account Holder”).
(b) Types of Account. There are two types of Accounts: (i) accounts based on users’ existing third-party accounts with
Facebook, Google or other social media platforms that we may support (each, a “SNS Account”); and (ii) creating a
new account by providing your email address (the “Email Account”). If you choose the SNS Account option, we will
obtain from your existing SNS Account certain information such as your username, profile photo, and other personal
information (but to the extent that your SNS Account privacy settings permit us to access such information).
7.Accuracy of Account Information. It’s important that you provide us with accurate, complete and up-to-date information for your account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your account. You agree that you won’t disclose your account password to anyone and you’ll notify us immediately of any unauthorized use of your account. You’re responsible for all activities that occur under your account, whether or not you know about them.
8.Services. The Services enable you to purchase Products using the services, as further described below.
(a) Bidding. When you place a bid for any Products via the Services, you are notifying us you are willing to buy the Product at the price you select during the bidding. The Product will remain open for anyone to purchase until the bidding has closed, and the winning bid price is announced. You are not obligated to purchase the product when you have a winning bid.
(b) Klever Shopper. Through the Services, you can establish certain parameters (such as desired products) and your bids will be placed on your behalf (“Klever Shopper”) through the Services based on your selected criteria. The Klever Shopper will also let you know when an item becomes available based on your purchase history and can be set to execute bids for such items automatically. As described below in Section 9(c), you are not obligated to purchase the underlying item if you win an item through the Klever Shopper. Any winning bids won through the Klever Shopper will appear in your Claim Box. You can turn off the Klever Shopper at any time and bid on items directly. Your use of the Klever Shopper is subject to additional terms available here: https://intercom.help/zero-limits-ltd/en/articles/4021285-klever-shopper, which may change from time to time.
(c) Winning Bids. If you make a winning bid, you will be provided an opportunity to determine if you want to purchase the item at the specified price or not. You will be directed to a confirmation page where the item, price, and other related information will be displayed. Please carefully read this information. You are not obligated to purchase the product upon making a winning bid. By agreeing to purchase the product at the confirmation page, you are committing to purchasing the product at the specified price.
(d) Payment. You agree (i) that Klever may charge the credit card, debit card or other payment method you have chosen for your purchase verification, pre-authorization and payment purposes for the total amount of your order (including any applicable taxes, shipping and handling fees) directly or through a third party payment processor, and (ii) to bear any additional charges that your bank or other financial service provider may impose. When your order is accepted by Klever, we will send you an email which will include details of your order and an order number that you should refer to if you have any questions regarding your order.
We reserve the right to not process or reject your order in certain circumstances, for example, if your credit card is declined, if we suspect the request or order is fraudulent, or in other circumstances Klever deems appropriate in its sole discretion. We may also limit the order quantity, extend the delivery timeline for any reason after the order has been placed and accepted, and/or refuse to ship a Product to you for any reason. Klever also reserves the right, in its sole discretion, to take steps to verify your identity in connection with your order. You are responsible for reading the full item listing before making a payment.
(e) Prices and Taxes. All prices displayed via the Services are in U.S. dollars and are subject to change at any time without notice. The prices displayed do not include any shipping and handling charges or applicable taxes, which charges and taxes will be communicated to you at check out before you place an order and you are responsible for paying such charges and taxes to Klever.
(f) Third Party Information. The Services (including the App) may allow you to access third-party websites or other resources, including information that is derived from such third-parties. We source Products from third party manufacturers. The Products, price, and review information is solely derived from such manufacturers. We provide access only as an informational convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
Products on the Services are subject to change without notice. Errors will be corrected when discovered. Our Services contain a large number of products and it is always possible that, despite our best efforts, some of the products listed on our Site may be incorrectly priced, the quantity or availability of a product may have changed just prior to you placing your order or other errors may be displayed on the product page.
We reserve the right to correct any errors, inaccuracies or omissions on a Product page. We reserve the right to rescind our acceptance and cancel your order without penalty in the event there is an obvious and unmistakable error on the product page, in our reasonable discretion. If you have already received your order, we will do our best to resolve your concern.
(g) Access to Services and Shipping. We may not be able to deliver to all locations. We will alert prior to purchase if you are located in a location where we do not offer our Services or Products. You acknowledge and agree that all shipping dates in any communications from us (including as stated in these Terms) are estimates and subject to change. We do not represent or warrant that we will be able to ship the Product by the estimated date. You understand and agree that currently we are not able to commit to a fixed shipping or delivery date and you will be notified of updates to the same in accordance with the notice provisions of these Terms. In the event that a delay arises for any reason, foreseen or unforeseen, and the estimated shipment and/or release dates for the Product are not met, we will not be liable for any losses or damages that may occur due to the delay or cancellation of the Product, and we will not be obligated, except as set forth in these Terms, to provide any discounts, refunds or credits due to any such delays or cancellations.
Title to Products passes from Klever to you upon shipment from Klever’s facility. You are responsible for keeping us informed regarding the correct delivery address for the Product.
(h) Return Policy. Our Return Policy is subject to change from time to time. Please see the FAQ section for our Return Policy. https://klevershopping.com/return-policy
Please see the Section below titled “Limited Warranty and Disclaimers” for information on the warranty terms applicable to the Products.
9. MYSTERY BOX SUBSCRIPTION TERMS AND CONDITIONS
We may offer various subscription membership plans (each, a “Membership”) which include regular shipments of curated consumer product assortments based on your previous purchases on our Site (each, a “Mystery Box”). By subscribing to our “Mystery Box” service, you acknowledge that you agree to our Terms and Conditions. Each Mystery Box may contain an assortment of products. We cannot guarantee each Mystery Box will be perfectly personalized to you, but we will try our best.
We aim to ship each “Mystery Box” on or around the 1st of each month. Please note that on occasion there may be shipping delays and/or product back-orders due to unforeseen issues. Any estimated delivery dates are estimates only and you will not be eligible for a refund due to any unforeseen delays.
If you change address during the term of your Membership, you can do this via your account and it will take effect the following month. If you have not changed your address before the following month’s box has been created then we shall not be liable to you in the event that you fail to receive your “Mystery Box” and no refund shall be provided.
By purchasing any Membership, you acknowledge that your Membership has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. Your Membership will be automatically extended for successive periods, at the then-current subscription rate. To cancel your Membership at any time, you must email us. If you cancel your Membership, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. There are no cancellation fees.
Once your Mystery Box is shipped from us, the box or products included cannot be returned.
We reserve the right to cancel your subscription at any time as a result of any breach of these Terms. We also reserve the right at our absolute discretion to cancel and/or change the Mystery Box subscription model.
10.Resale. You may only purchase Products for your personal use. You may not commercially resell any Product, but you may give the Product as a gift. These Terms apply to any gift recipient. This provision does not apply if you intend to use any of the Beta Services as defined below or in the Beta Agreement that are relevant to buy-back programs, or other similar features.
11.Beta Services. If you are participating in any beta versions of the Services, you acknowledge that: (i) your use of the Services will be subject to additional terms related to the beta program; (ii) the Services are in beta form and may not operate properly or be fully functional, and may contain errors, design flaws or other problems; (iii) use of the Services may result in unexpected results, corruption, or loss of data, information, content or communications, or other unpredictable damage or loss; and (iv) Company has no obligation to release a final version of the Services. You assume all risk arising from use of the beta Services, including the risk of corruption or loss of data, information or content.
12.Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
(a) Payment Authorization. When you make such a purchase (each, a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information).
(a)Posting Content. Our Services may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content”. Klever does not claim any ownership rights in any User Content, and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
(b)Permissions to Your User Content. By making any User Content available through the Services you hereby grant to Klever a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services.
(c)Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Klever on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
(d)Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
(e)Klever’s Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.
15.Rights and Terms for Apps.
(a)App License. If you comply with these Terms, Klever grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.
(b)Additional Information: Apple App Store. This paragraph applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party's intellectual property rights. Apple and its subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
15.General Prohibitions and Klever’s Enforcement Rights. You agree not to do any of the following:
(a)Post, upload, publish, submit or transmit any content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
(b)Use, display, mirror or frame the Services or any individual element within the Services, Klever’s name, any Klever trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Klever’s express written consent;
(c)Access, tamper with, or use non-public areas of the Services, Klever’s computer systems, or the technical delivery systems of Klever’s providers;
(d)Attempt to probe, scan or test the vulnerability of any Klever system or network or breach any security or authentication measures;
(e)Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Klever or any of Klever’s providers or any other third party (including another user) to protect the Services;
(f)Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Klever or other generally available third-party web browsers;
(g)Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
(h)Use any meta tags or other hidden text or metadata utilizing a Klever trademark, logo URL or product name without Klever’s express written consent;
(i)Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
(j)Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
(k)Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
(l)Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
(m)Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
(n)Impersonate or misrepresent your affiliation with any person or entity;
(o)Violate any applicable law or regulation; or
(p)Encourage or enable any other individual to do any of the foregoing.
Klever is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
16.DMCA/Copyright Policy. Klever respects copyright law and expects its users to do the same. It is Klever’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Klever’s Copyright and IP Policy at https://klevershopping.com/copyright-policy, for further information.
17.Termination. We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at [insert email]. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 6, 13(a), 13(b), 13(c), 13, 15, 16, 17, and 18.
18.Limited Product Warranty and Disclaimers. Klever warrants the Product against defects in materials and workmanship under normal use for a period of third (30) days from the date of purchase by you ("Warranty Period"). Under this limited warranty, if a hardware defect arises and a valid claim is received by Klever within the Warranty Period, at its sole discretion and to the extent permitted by law, Klever will either (1) exchange the Product with a new or refurbished Product, or (2) provide a refund for the purchase price. The foregoing states Klever’s sole liability and your sole and exclusive remedy for any breach of the limited warranty set forth herein. This limited warranty is valid only in the United States for Products sold in the United States. When a Product or part of the Product is exchanged, any replacement item becomes your property and the replaced item becomes Klever's property.
In accordance with applicable law, Klever may require that you furnish proof of purchase details and/or comply with registration requirements (if any) before receiving warranty service. It is your responsibility to backup any data, software, or other materials you may have stored or preserved on the Product. It is likely that such data, software, or other materials will be lost or reformatted during warranty service, and Klever will not be responsible for any such damage or loss.
For specific instructions on how to obtain warranty service on a Product, send an email to firstname.lastname@example.org with your request.
Klever will have no obligation to the extent that any failure of a Product to comply with the limited warranty set forth above results from or is otherwise attributable to: (i) negligence or misuse or abuse of the Product; (ii) use of the Product other than in accordance with user manual; (iii) modifications, alterations or repairs to the Product made; (iv) use of the Product in combination with any third-party devices or products that have not been provided or recommended by the manufacturer; (v) damage caused by accident, abuse, flood, fire, earthquake or other external causes; or (vi) damages caused by operating the Products with improper voltage or power supply.
19.Service Warranty Disclaimers. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE unless provided in the Express Warranties Provided herein. Unless provided in Express Warranties, We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.
ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE LIMITED TO THE DURATION OF THE APPLICABLE EXPRESS WARRANTY. ALL OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, ARE DISCLAIMED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM KLEVER OR ELSEWHERE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary by jurisdiction. KLEVER DOES NOT WARRANT THAT THE OPERATION OF PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE
20.Indemnity. You will indemnify and hold Klever and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services, Content, or purchase of Products; or (ii) your violation of these Terms, including without limitation any violation of applicable law or misuse of the Products.
21.Limitation of Liability.
IN NO EVENT WILL KLEVER BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, USE, PROFITS, DATA, OR GOODWILL) OR COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS, THE PURCHASE, SALE, USE, OPERATION OR PERFORMANCE OF THE PRODUCTS, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT KLEVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. KLEVER AND YOU HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
WITH RESPECT TO THE SERVICES OR CONTENT, IN NO EVENT WILL KLEVER’S LIABILITY TO YOU ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, EXCEED THE ACTUAL AMOUNT PAID TO KLEVER PAID BY YOU FOR USE OF THE SERVICES OR CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO KLEVER, AS APPLICABLE.
WITH RESPECT TO THE PRODUCTS, IN NO EVENT WILL KLEVER’S LIABILITY TO YOU ARISING OUT OF, RELATING TO, USE OR INABILITY TO USE THE PRODUCTS EXCEED THE ACTUAL AMOUNT PAID TO KLEVER BY YOU FOR THE PRODUCT THAT GIVES RISE TO THE CLAIM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH in this Section ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN KLEVER AND YOU.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
22.Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 23 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Klever are not required to arbitrate will be the courts of California, and you and Klever each waive any objection to jurisdiction and venue in such courts.
(a)Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Klever agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Klever are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
(b)Exceptions and Opt-out. As limited exceptions to Section 23(a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at email@example.com or by regular mail at Zero Limits, Inc. at 405 El Camino Real Menlo Park, Box 606, CA 94025-5240, within thirty (30) days following the date you first agree to these Terms.
(c)Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
(d)Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
(e)Class Action Waiver. YOU AND KLEVER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
(f)Effect of Changes on Arbitration. Notwithstanding the provisions of Section 3 “Changes to Terms or Services” above, if Klever changes any of the terms of this Section 23 “Dispute Resolution” after the date you most recently accepted these Terms, you may reject any such change by sending us written notice (including by email to firstname.lastname@example.org within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Klever’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Klever in accordance with the terms of this Section 23 “Dispute Resolution” as of the date you most recently accepted these Terms.
(g)Severability. With the exception of any of the provisions in Section 23(e) of these Terms ("Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
(a)Reservation of Rights. Klever and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
(b)Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Klever and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Klever and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Klever’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Klever may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
(c)Notices. Any notices or other communications provided by Klever under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
(d)Waiver of Rights. Klever’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Klever. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
25.Contact Information. If you have any questions about these Terms or the Services, please contact Klever by sending an email email@example.com; or writing to us at Zero Limits Inc., at 405 El Camino Real
Menlo Park, Box 606, CA 94025-5240 25249.