user agreement

Welcome to iclaro.com. (referred to as “iclaro.com”) where affordable web design is the name of the game. This iclaro.com Services Member Agreement (the "Agreement") explains the terms and conditions governing your use of iclaro.com’s services, technology, and any other content available on the iclaro.com service. By checking the box and clicking on the ‘Continue’ button, you accept these terms and conditions and acknowledge that the iclaro.com service is subject to certain limitations set forth below. If you do not wish to accept this agreement, do not purchase this service. By registering and purchasing any iclaro.com service, you agree to use the iclaro.com service in a manner consistent with all applicable laws and regulations and in accordance with the terms and conditions outlined below.

1. Services

(a) Generally. Purchasing iclaro.com's service entitles you (a "Member") to all the tools, content, and services available on the system regardless of your use of them.

If you would like to switch iclaro.com services, apply the changes on your own (in your "Account Summary" in the Customer Login Area.

(b) iclaro.com Services and Technology: You will be able to use the proprietary and licensed technology incorporated in the iclaro.com Service to build and maintain your web site ("Member Site") ("Technology"). iclaro.com may offer other tools and services that are not included in any iclaro.com Service, including premium or custom services for which an additional fee will apply. Separate terms and conditions apply for each iclaro.com Solution and will be outlined in a separate agreement.

2. Payment Terms

(a) For access to and use of any iclaro.com Service, you agree to pay all fees and charges specified in the iclaro.com Service fee schedule. All fees are due immediately and are non-refundable. iclaro.com asks that you provide us with your credit card information for payment, and all charges you incur for use of the iclaro.com Service will be charged to the credit card number you provide. If iclaro.com does not receive payment from the card issuer, you agree to pay iclaro.com all amounts due upon demand. iclaro.com may take commercially reasonable actions to validate your credit card and collect all payments due. You agree to pay all attorney and collection fees arising from any efforts to collect any past due amounts from you to the extent allowed by law. You understand that if iclaro.com does not receive timely payment of all amounts due for any Solution you purchase, your use of any iclaro.com Service or Solution may be severely restricted or terminated at iclaro.com's sole discretion. This includes any Information you provide to iclaro.com while using any iclaro.com Service or Solution.

THE FEE FOR ANY iclaro.com SERVICE IS NONREFUNDABLE. iclaro.com WILL NOT REFUND ANY FEES PAID BY YOU IF YOU TERMINATE YOUR AGREEMENT WITH US.

(b) iclaro.com reserves the right at its sole discretion and as it deems appropriate to add or remove certain services it offers and change its fees for any services in accordance with Section 4.

(c) You agree to notify iclaro.com immediately if you suspect unauthorized use of the iclaro.com Service, your credit card, or your password. Under the Fair Credit Billing Act, your credit card provider cannot hold you liable for more than $50 of fraudulent charges. Subject to the following, if your credit card provider holds you liable for any of this $50, iclaro.com will cover your entire liability up to the full $50. iclaro.com will cover this liability only if the unauthorized use of your credit card is solely a result of a negligent act or omission by iclaro.com, and only for purchases made at iclaro.com while using the secure server. In the event of an unauthorized use of your credit card, you must notify your credit card provider in accordance with its reporting rules and procedures.

(d) You agree to pay any taxes, including personal property taxes or sales taxes (GST for Canadian Customers), resulting from your use of the iclaro.com Services. You agree to pay all attorney and collection fees arising from our efforts to collect any past due amounts from you to the extent allowed by law.

3. Restrictions and Description of Prohibited Acts

(a) You may not use the iclaro.com Service or iclaro.com Solution, the selection of a web address for your Member Site, the Technology, or the Member Site to, including, but not limited to:

(b) You agree that without the express consent of iclaro.com (and showing proof of the appropriate licenses where necessary or appropriate), you will never provide, sell, or offer to sell the following products or content (or services related to the same) on the Member Site you create: pharmaceutical or any other controlled substances; illegal drugs; illegal drug contraband; alcohol; firearms; weapons; pirated computer programs; pornography or illicitly pornographic sexual products; adult paraphernalia; programs to "nuke" or create attacks against another individual or an Internet service provider; illegal goods; escort services; instructions on how to assemble or otherwise make bombs, grenades, or other weapons; information used to circumvent manufacturer-installed copy-protect devices; or computer software viruses or software designed to create a virus.

(c) You also agree that you will never promote or provide instructional information about: illegal activities, activities that can lead to physical harm to any group or individual, or any activities that lead to cruelty to animals. You may not use the iclaro.com Service, Technology, or Member Site in any high-risk activities where damage or injury to persons, property, environment, or business may result if an error occurs. YOU EXPRESSLY ASSUME ALL RISK FOR SUCH USE.

(d) Unless iclaro.com offers a service to conduct any of the following, you agree that you will never conduct the following types of activities on the Member Site: gambling; sweepstakes; raffles; lotteries; contests, pyramid, or Ponzi schemes; and/or unsolicited commercial Email (spam).

(e) You agree that you will not (and you will not allow any third party to) partake in the following actions: reverse engineering, reverse compiling or otherwise deriving the underlying source code or structure or sequence of any iclaro.com Service, iclaro.com Solution, or any Technology; individual passwording of Member Sites (or pages contained therein); deleting or altering author attributes or copyright notices, unless expressly permitted in writing by the author or owner; and/or fail to obtain all required permissions when using an iclaro.com Service, iclaro.com Solution, or Technology to receive, upload, download, display, distribute, or execute programs or perform other works protected by intellectual-property laws, including copyright and patent laws.

(f) You agree and acknowledge that at all times, iclaro.com retains all rights to the graphical design of the website or template used by you as a paying customer. Images are licensed royalty-free images that iclaro.com does not sell, sublicense or offer for lease to any customers before, during or after their time with iclaro.com as a customer.

4. Changes to the Terms and Conditions

iclaro.com may at any time, with notice of not less than thirty (30) days, change its fees and change the terms of this Agreement. Except for the addition of new tools and services, iclaro.com will also give reasonable notice before any modification of the then-current iclaro.com Service that could change your Member Site. iclaro.com will announce changes to our fees and charges by posting them in the Home section of our service (first page once a customer logs into to Client Area). iclaro.com may, at its discretion, supplement such notice by sending you an email or by putting a popup notice on your screen when you access the iclaro.com Service, or by sending you a letter. If you find any change to be unacceptable, you are free to terminate this greement by following the steps described in Section 8.

5. iclaro.com Signature

iclaro.com relies on the ongoing support of its customers to help fund the services it offers its Members. Accordingly, iclaro.com reserves the right to include its signature in text ("online website builder: iclaro.com ") at the bottom of each web page iclaro.com hosts. This will be unobtrusive so as not to detract or in any way distract our customers’ web site visitors.

6. Information About You and Your Business

(a) iclaro.com is committed to protecting your privacy. iclaro.com will never sell personally identifiable information about you or your business to any third party without first receiving your permission, and all uses of any personally identifiable information about you or your business will be subject to our Privacy Policy.

(b) In order to protect you, iclaro.com uses state-of-the-art technology to protect your data from unauthorized third parties. Currently iclaro.com uses Secure Sockets Layer (SSL) software to protect your data and secure your transactions. SSL encrypts or "scrambles" all your personal information, including your credit card number, name, and address, as it is transmitted over the Internet.

7. iclaro.com Rights

(a) Member Site Content Changes. iclaro.com reserves the right to make changes to Member Site upon written request by you to Customer Care to do so, such as through email, or upon breach of any of the provisions of this Agreement by providing you notice of such breach and reasonable time, determined by iclaro.com at its sole discretion, to rectify the infringing content. If after such time has expired the Member Site does not conform to iclaro.com's satisfaction, iclaro.com may make changes to the content of Member Site to bring it to compliance with this Agreement. Member agrees not to hold iclaro.com liable for any foreseeable, unforeseeable, direct, or indirect consequences that may result from changes made by Customer Support to Member Site in response to Member request to do so or in response to a Member Site that breaches this Agreement. iclaro.com's decisions are final and binding. Notwithstanding the above, iclaro.com also reserves the right to discontinue the provision of any or all aspects of the iclaro.com Service or any iclaro.com Solution to any Member for any breach of this Agreement.

(b) Communications. You will receive a confirmation email from us at the time of registration. Once registered, you can set your email subscription preferences by clicking on the My Account link in the upper right corner of the Service, then choosing the Email Subscriptions link. If you choose to receive Member communications, you may choose to change your email preferences at any time by following the instructions above. iclaro.com reserves the right to communicate with all Members regardless of their email subscriptions in the event that important messages need to be communicated to Members, including, but not limited to, service outages, material changes or modifications to the service, and notice of changes to this Agreement.

8. Term/Termination

(a) Term.
This agreement shall be effective upon when you click on the Continue button until terminated in accordance with the provisions below.

(b) Termination by iclaro.com.

(c) Termination by You.
You may cancel your iclaro.com Service at any time. To cancel, you must submit a written request at least five (5) business days before the beginning of your next billing period. If your notice to iclaro.com is within this five (5) business-day period before the beginning of your next billing period, you will be charged for the subsequent billing period, and the cancellation will take effect for the following billing period. Any cancellations that occur after the monthly payment is withdrawn from your credit card are non-refundable and are not pro-rated.

Effects of Cancellation
If you cancel your iclaro.com Service, then as of the end of the applicable billing period, you will no longer have access to any of the tools and services included in the service, therefore:

iclaro.com IS NOT RESPONSIBLE FOR THE DELETION OF ANY FILE, ATTACHMENT, INFORMATION, CONTENT, OR ANY OTHER CONSEQUENCE OF YOUR DECISION TO CANCEL THIS SERVICE.

9. Indemnification

You agree to indemnify iclaro.com and hold iclaro.com harmless against any and all liabilities, cost, and expenses, including reasonable attorney's fees related to or arising from:

10. Reporting Violations

iclaro.com does not routinely monitor the content of Member Sites but will investigate complaints of a violation of third-party rights. Violations or infringement of a third-party copyright, other intellectual property right, or other right will be dealt with in accordance with the iclaro.com policy.

11. Proprietary Rights

As between the parties, iclaro.com acknowledges that it claims no proprietary rights in your Information or any intellectual property right contained therein. As between the parties, you acknowledge and agree that iclaro.com and its licensors own all right, title, and interest in:

(a) the iclaro.com Service or any iclaro.com Solution

(b) the Technology available on the iclaro.com Service or iclaro.com Solution

(c) and all content, including but not limited to text, software, music, sound, photographs, video, graphics, or other material contained or maintained on the iclaro.com Service or iclaro.com Solution (collectively "iclaro.com Content"), excluding all Member Information.

In addition, you agree that the iclaro.com Content and Technology available on the iclaro.com Service or any iclaro.com Solution is protected by Canadian, U.S. and international copyrights, trademarks, service marks, patents, or other proprietary rights and laws; therefore, you are permitted to use this iclaro.com Content and Technology only as expressly authorized by iclaro.com. You also understand and agree that the compilation, collection, selection, arrangement, assembly, and coordination of all iclaro.com Content available on the iclaro.com Service or iclaro.com Solution is the exclusive property of iclaro.com and its licensors and protected by U.S. and international copyright laws. You agree that, except as expressly authorized by iclaro.com, all the iclaro.com Content and Technology available on the iclaro.com Service or iclaro.com Solution may be used by you only for your internal business and data-gathering purposes. You may not make, use, sell, copy, reproduce, distribute, transmit, or create derivative works from this iclaro.com Content or Technology without expressly being authorized to do so by iclaro.com.

12. Trademarks

iclaro.com (TM), what the web can be (TM), iclaro.com solutions (TM) and other pending and/or registered trademarks and service marks, and other graphics, logos, and service names used by iclaro.com on the iclaro.com Service or iclaro.com Solutions to identify the products or services of iclaro.com (collectively the "iclaro.com Trademarks") are the trademarks of iclaro.com. You agree not to use the iclaro.com Trademarks in connection with your products or services or any third-party products or services or in any manner that disparages or discredits iclaro.com. All other brands and names (including third-party product names) used on the iclaro.com Service are the property of their respective owners.

13. Limitation on Liability

(a) YOU ARE SOLELY RESPONSIBLE FOR THE PROPER CONDUCT OF YOUR BUSINESS AND ALL OTHER MATTERS UNDER YOUR CONTROL. REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, YOU AGREE THAT IN NO EVENT WILL iclaro.com, OUR AFFILIATES, CONTRACTORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OR LICENSORS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE iclaro.com SERVICE, TECHNOLOGY, OR CONTENT AVAILABLE ON THE iclaro.com SERVICE ("iclaro.com AFFILIATES"), BE LIABLE TO YOU IN ANY MANNER WHATSOEVER:

(b) THE AGGREGATE LIABILITY OF iclaro.com AND THE iclaro.com AFFILIATES ARISING FROM OR RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORM OF ACTION OR CLAIM) IS LIMITED TO ANY AMOUNTS YOU HAVE PAID TO iclaro.com DURING THE TERM OF THIS AGREEMENT FOR ANY iclaro.com SERVICE, iclaro.com SOLUTION, OR TECHNOLOGY.

(c) SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN THOSE JURISDICTIONS OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

(d) IN NO EVENT IS iclaro.com OR ANY iclaro.com AFFILIATE LIABLE FOR ANY DAMAGES ARISING FROM YOUR FAILURE TO PERFORM YOUR RESPONSIBILITIES IN CONNECTION WITH THIS AGREEMENT, OR ARISING FROM ANY CAUSE BEYOND iclaro.com'S CONTROL.

(e) THIS SECTION APPLIES TO ALL CLAIMS BY YOU IRRESPECTIVE OF THE CAUSE OF ACTION UNDERLYING YOUR CLAIM, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT (EVEN IF IN THE NATURE OF A BREACH OF CONDITION OR A FUNDAMENTAL TERM OR A FUNDAMENTAL BREACH), OR TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, STRICT LIABILITY, FRAUD, MISREPRESENTATION, AND/OR OTHERWISE.

14. Warranties/Disclaimers

Once you publish your site, you can expect 99 percent availability in any calendar month, excluding scheduled maintenance or outages beyond our control or other third-party service provider outages. Your published site is available when end users are able to download your homepage from iclaro.com.

If, for some reason beyond our control, the iclaro.com service in unavailable to you and your customers for less than 80% of the time (calendar month), iclaro.com will provide a refund for the affected month. You acknowledge that in no way will iclaro.com be held financially responsible for any loss of business / service as a result of downtime of your web site or the improper functioning of it.

Once an iclaro.com refund is given (for affected calendar month), it will be applied to your next billing cycle. If a credit is necessary, you will receive the appropriate credit within 6 to 8 weeks of the end of the month in which the Performance Guarantee was breached. In no event will iclaro.com refund any portion of the package service fee. Availability shall be calculated solely by iclaro.com. This Performance Guarantee does not apply to any technology offered to you in a "preview" or "beta" mode.

The remedy stated above is your sole remedy for any breach of the Performance Guarantee.

(a) THE OPINIONS AND VIEWS EXPRESSED IN ANY MEMBER SITE DO NOT REFLECT THOSE OF iclaro.com, AND iclaro.com DOES NOT REVIEW, VERIFY, ENDORSE, OR OTHERWISE VOUCH FOR THE CONTENT OR LEGITIMACY OF ANY MEMBER SITES. iclaro.com IS NOT RESPONSIBLE FOR THE CONTENT OF ANY MEMBER PAGE. MEMBERS ARE SOLELY RESPONSIBLE FOR EVERYTHING CONTAINED IN THEIR OWN MEMBER SITE. MEMBERS MAY BE HELD LEGALLY LIABLE FOR THE CONTENTS OF THEIR MEMBER SITE AND MAY BE HELD LEGALLY ACCOUNTABLE IF THEIR MEMBER SITE INCLUDES, FOR EXAMPLE, ANY DEFAMATORY COMMENTS OR MATERIAL PROTECTED BY COPYRIGHT, TRADEMARK, PATENT, OR TRADE SECRET OR OTHER LAWS WITHOUT THE EXPRESS PERMISSION OF THE AUTHOR OR OWNER.

(b) iclaro.com IS NOT RESPONSIBLE FOR THE DELIVERY OR QUALITY OF ANY GOODS OR SERVICES SOLD OR ADVERTISED THROUGH THE iclaro.com NETWORK OR THROUGH ANY iclaro.com AFFILIATE PROGRAM OR THROUGH THE MEMBER SITES.

(c) EXCEPT FOR 14(a), ALL iclaro.com SERVICE, CONTENT, AND TECHNOLOGY PROVIDED IN ASSOCIATION WITH THE iclaro.com SERVICE ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW AND EXCEPT AS SPECIFICALLY SET FORTH HEREIN, NEITHER iclaro.com NOR iclaro.com'S LICENSORS MAKE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE iclaro.com SERVICE, CONTENT, TECHNOLOGY, OR PRODUCTS THAT iclaro.com OR ITS LICENSORS OR ANY OTHER THIRD PARTY PROVIDES, AND iclaro.com AND ITS LICENSORS EXPRESSLY DISCLAIM ALL IMPLIED AND EXPRESS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT WITH RESPECT TO THE SAME. WITHOUT LIMITING THE FOREGOING, NO WARRANTY IS GIVEN THAT THE iclaro.com SERVICE OR TECHNOLOGY IS ERROR-FREE. iclaro.com AND ITS LICENSORS DISCLAIM ANY WARRANTY OF TITLE OR ANY OTHER WARRANTIES FOR ANY THIRD PARTY'S OFFERING(S) OR PRODUCT(S).

(d) iclaro.com DOES NOT GUARANTEE THAT ITS SECURITY PROCEDURES WILL PREVENT THE LOSS OF, ALTERATION OF, OR IMPROPER ACCESS TO YOUR INFORMATION. iclaro.com AND ITS LICENSORS ARE NOT RESPONSIBLE FOR INVALID DESTINATIONS AND TRANSMISSION ERRORS IN, CORRUPTION OF, OR THE SECURITY OF YOUR INFORMATION CARRIED OVER INTEREXCHANGE CARRIERS', LOCAL EXCHANGE CARRIERS', OR OTHER PROVIDERS' FACILITIES.

(e) THE DOCUMENTS AND GRAPHICS APPEARING ON THE iclaro.com SERVICE MAY INCLUDE TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS, AND OUT-OF-DATE INFORMATION; THEREFORE YOU EXPRESSLY ASSUME ALL RISK FOR SUCH USE OF THE iclaro.com SERVICE, iclaro.com SOLUTION, OR TECHNOLOGY.

(f) iclaro.com MAY PROVIDE LINKS TO OTHER WEB SITES OR RESOURCES. YOU ACKNOWLEDGE AND AGREE THAT iclaro.com IS NOT RESPONSIBLE FOR THE AVAILABILITY OF SUCH EXTERNAL SITES OR RESOURCES, AND DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR ANY CONTENT, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH SITES OR RESOURCES. YOU ALSO AGREE THAT iclaro.com SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS, OR SERVICES AVAILABLE ON SUCH EXTERNAL THIRD-PARTY SITES.

(g) iclaro.com makes no warranty, pledge or guarantee as to the effect of Search Engine Marketing or Positioning on your business results.

15. Miscellaneous

(a) This Agreement shall be governed by and construed in accordance with Canadian federal laws, Ontario Provincial laws and U.S. federal laws, excluding its conflict-of-law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any law or regulation that provides that the language of a contract shall be construed against the drafter shall not apply to this Agreement. You agree to submit to the exclusive jurisdiction of the federal and provincial courts of the province of Ontario, which are located in Toronto, ON. If local laws prohibit your participation in any part of the iclaro.com Service, or use of them, then you are responsible for complying with such laws and the terms of this Agreement.

(b) Any and all disputes between you and iclaro.com will be settled by arbitration in Toronto, ON, in accordance with the provincial regulations then in force, and you agree that all negotiations, discussions, and settlements shall be subject to obligations of confidentiality and shall not be disclosed to any third party.

(c) If any provision(s) of this Agreement is held to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect.

(d) All notices to you shall be in writing and shall be made either via email or conventional mail, or by posting such notices on the iclaro.com Service. iclaro.com may broadcast notices or messages through the iclaro.com Service to inform you of changes to this Agreement, the iclaro.com Service, or other matters of importance; such broadcasts shall constitute notice to you.

(e) iclaro.com's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by iclaro.com in writing.

(f) Except in the event that you purchase any iclaro.com Solution, this Agreement comprises the entire agreement between you and iclaro.com and supersedes all prior agreements between the parties regarding the subject matter contained herein. Should you choose to purchase any iclaro.com Solution, you will be bound by all terms and conditions relating to the provision of such iclaro.com Solution.

(g) Your membership in the iclaro.com Service and any of your rights hereunder may not be assigned or transferred to any third party. iclaro.com reserves the right to assign this agreement to any third party that acquires all or substantially all of its relevant business or assets.

(h) The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance.

(i) You represent and warrant that you are over the age of 18 years, have read this Agreement, and agree to be bound by its terms and conditions