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Terms and Conditions

Legal

Please review these Terms of Use carefully.

Your use of this website is subject to the following terms and conditions. By accessing this website, you acknowledge that you have read and do accept these terms and conditions.

IMPORTANT: THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH BELOW, REQUIRES THE USE OF ARBITRATION TO RESOLVE DISPUTES. THIS MEANS THAT YOU AND CLARKE ARE EACH GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT OR IN CLASS ACTIONS OF ANY KIND. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.

Terms of Use

These Terms of Use (“Terms”) are between you and your organization on the one hand (“you” or “You”) and The Clarke Group, Inc., an Illinois corporation with offices at 675 Sidwell Court, St. Charles, Illinois 60174, U.S.A. and its Affiliates on the other (collectively, “Clarke”). By accessing, or using this internet website, which shall include Clarke’s customer portal and online learning platform, both of which are accessible through the website (collectively, the “Website”), you agree to be bound by the Terms that are established by Clarke from time to time. This Website is intended for use by Clarke, its customers, its potential customers, its suppliers, and its other authorized users determined by Clarke. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THIS Website. “Affiliates” shall mean the following: (a) Clarke Mosquito Control Products, Inc.; Clarke Environmental Mosquito Management, Inc.; Clarke Consumer Products, Inc.; Clarke Aquatic Services, Inc.; and Clarke International, LLC and (b) any entity that controls, is controlled by, or under common control with Clarke, where control is established by majority ownership of the voting equity securities of the controlled entity or by the ability to direct the general business affairs of the controlled entity.

Changes and Modifications

You acknowledge that, in its sole discretion, Clarke may revise the Terms and the Content (as defined below) and materials on this Website at any time and without any prior notice to you. The Terms are subject to change by Clarke at any time, effective when posted on the Website or effective as soon after posting as permitted under applicable law. Your continued use after such notice will constitute acceptance by you of such changes. You are encouraged to review these Terms periodically.

You acknowledge that Clarke may change, add or delete programs, products, materials, services and the like that are described in this Website at any time without notice. Any new features and/or services shall be subject to the Terms.

“Content” refers to any documents, text, images, video, interactive media, logos, symbols software or other materials on this Website. All Content is owned by Clarke, its subsidiaries, its affiliates, or its licensors and is protected by copyright, trademark and other applicable laws. Except for the limited rights granted in these Terms, Clarke does not grant you any express or implied license or rights in any Content or in any intellectual property rights of Clarke, its subsidiaries, its affiliates, its licensors, or its Content providers.

Ownership of Website and Restrictions on Use of Content

The Website is owned by Clarke. You acknowledge that the Website may contain Content which is generally provided by Clarke or by licensors of Clarke. You agree and acknowledge that, notwithstanding that Clarke permits access to the Content, the Content or its use or the use of this Website is protected by patents, copyrights, trademarks, and other proprietary rights (including intellectual property rights), that these rights are valid and protected in all media now existing or later developed, and that except as specifically provided in these Terms, your use of the Content shall be governed and constrained by applicable patent, copyright, trademark and other intellectual property laws. In addition to Clarke’s and its licensors’ rights in individual elements of the Contents, Clarke owns a copyright in the selection, coordination, arrangement and enhancement of the Content.  You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, incorporate into another website, or in any other way exploit the Website and/or any of the Content, in whole or in part. Modification or use of the Website and/or the Content for any commercial purpose is a violation of patent, copyright and other proprietary rights owned by Clarke and third parties.

Without limiting any of the foregoing, you understand and agree that you may not and will not collect and/or use any Content, including without limitation, any product listings, descriptions or prices, for any purpose other than your internal purchasing requirements, or download or copy any account information for the benefit of any third party; or use any data mining, robots, or similar data gathering and extraction tools. In addition, you may not use any framing techniques with respect to any Clarke trademark, logo or other proprietary information without Clarke’s prior written consent. You may not use any meta tags or other similar technique with respect to Clarke’s name, trademark, logo or other proprietary information without Clarke’s prior written consent.

Copyright Infringement

As Clarke asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Clarke violates your copyright, you are encouraged to notify Clarke. Clarke will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be an infringer of the copyrights or other intellectual property rights of Clarke or others.

All copyright infringement notices should be sent to Clarke’s designated agent as follows:

The Clarke Group
Attn: Marketing
675 Sidwell Court
St. Charles, IL 60174

Intellectual Property

All right, title and interest in and to any and all intellectual property will remain solely with Clarke. The Clarke logo, and all other trademarks, service marks, graphics, and logos used in connection with the Website are trademarks of Clarke or its licensors. Other trademarks, service marks, graphics, and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Clarke or third-party trademarks.

Linking

If you link to this Website, Clarke, in its sole discretion, reserves the right to limit or redirect your link at any time, to delete the page or Content that you link to without prior notice to you. If you link to this Website, you shall not imply that Clarke approves or endorses you, your website, your service or product, or any products or services of any third party. You shall not provide any false or misleading information about Clarke on any website that you control or maintain. This Website may contain links to non-Clarke Websites, including without limitation the X Press Pay platform. Any links to non-Clarke Websites are provided to you only as a convenience. Such linked websites are not under the control of Clarke. To the full extent permitted under applicable law, Clarke is not responsible for the contents of any linked Website or any link contained in a linked Website. The inclusion of any link does not imply endorsement by Clarke of the Website, and Clarke shall have no responsibility for information which is referenced by or linked to this Website.

Submissions to Clarke

If you contact Clarke with information regarding the Website or any product or service displayed on the Website, including, without limitation, feedback data (e.g., questions, comments, suggestions or the like), the content of the Website or any item on the Website (collectively, “Information”), you represent that you have all necessary legal rights to use, copy and/or distribute such Information and that such Information does not violate these Terms or the rights of any party. By submitting Information to Clarke, you automatically grant, or warrant that the owner of such Information has expressly granted, the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Information (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Information. You agree to indemnify Clarke against any and all claims arising directly or indirectly from any Information.

In addition, the Information shall be deemed to be non-confidential and Clarke shall have no obligation of any kind with respect to the Information. You agree and acknowledge that Clarke shall be free to reproduce, use, disclose, display, exhibit, transmit, perform, create derivative works and distribute the Information to others without limitation, and to authorize others to do the same. Further, Clarke shall be free to use any ideas, concepts, know-how or techniques contained in the Information for any purpose whatsoever, including, without limitation, developing, manufacturing and marketing products and other items incorporating the Information. Clarke shall not be liable or owe any compensation for the use or disclosure of the Information.

Products, Services, Pricing and Availability

This Website has been established primarily for the benefit and use of Clarke’s suppliers, customers and potential customers. Not all products or services referred to may be available, and Clarke may change or discontinue the products or services described by this Website at any time. This Website may include inaccuracies, and the information in this Website may be changed periodically. We use commercially reasonable efforts to ensure that the colors, design and details of the products displayed on the Website are accurate. However, we cannot and do not guarantee that the colors, font types, design, paper stock and/or detail, as displayed by your monitor, will be accurate and we assume no responsibility whatsoever for such difference in color, design and details. Clarke reserves the right at any time and without notice to change the products which are available for order.

The Website will not display a price for the product or service you desire to order. Instead, the Website will indicate that a personalized quote will be provided to you and your purchase will be subject to the terms and conditions of such quote.

Sales Tax

In accordance with various statutes, Clarke may be required to collect sales and/or other taxes on any purchase of products shipped to customers. Tax rates, the terms specified herein and the items subject to tax are subject to change at any time.

Conduct and Use

You understand and agree that you (and not Clarke) have the obligation to maintain account access and administration in accordance with your own policies and procedures, including the ability to request quotes for products and services from the Website, to remove and add users and to modify billing, shipping and other account information. You represent and warrant that any person using your name, user id, password or other access information to obtain a quote for products or services on the Website, or to add or remove users, or to modify any billing, shipping or other account information, is authorized to do so by you and your organization, and you acknowledge and agree that Clarke may fully and without limitation rely on this representation and warranty in providing any quote for products and services, or in adding or removing users, or in making any modification of any billing, shipping or other account information.

You understand and agree that you will make only true representations regarding information to be used in your profile for identification and authentication purposes and that you will review your account profile regularly to ensure that all information is accurate and will continue to update such information as changes occur. You represent and warrant that you will take reasonable precautions to prevent any compromise, loss or disclosure of your name, user id, password or other access information or account information and will immediately notify Clarke of any compromise, loss or disclosure of such access or account information. You agree that you are solely responsible for any damages suffered by you, Clarke or any third party due to such compromise, loss or disclosure.

You agree to use the Website only for lawful purposes. You are expressly prohibited from placing any message or otherwise transmitting through the Website any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including without limitation, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national or international law (collectively, “Prohibited Conduct”). You agree and acknowledge that Clarke is not responsible or liable to you or any other party for any Prohibited Conduct by any user of the Website at any time.

Clarke has the right (but not the obligation), at any time, to monitor, review, retain, edit and/or disclose any information as Clarke determines necessary, in its sole discretion, to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) protect and defend Clarke’s rights and property; (iii) enforce these Terms; (iv) protect against misuse or unauthorized use of the Website; and (v) protect the interests of our users or the public.

You are expressly prohibited from using a false e-mail address or other identifying information.

Your Account

If you have an account on the Website, you are responsible for maintaining the security of your account and fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must immediately notify Clarke at customercare@clarke.com of any unauthorized uses of your account or any other breaches of security. Clarke will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

Warranties

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE MATERIAL ON THIS WEBSITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. Clarke, its subsidiaries, its affiliates, its suppliers, its licensors and its content providers shall have no responsibility for errors or omissions in this Website. Clarke does not warrant that functions contained on this Website will be uninterrupted or error-free, that defects will be corrected, or that this Website or the server is free of viruses or other harmful components. These Terms solely apply to the Website and the Content on the Website; the warranties set forth in these Terms do not supersede or revoke any warranties or limitations of liabilities that apply to products and/or services offered or provided by Clarke, its affiliates, its suppliers, or its dealers in separate written agreements.

Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU HEREBY IRREVOCABLY WAIVE ALL LEGAL AND EQUITABLE RIGHTS RELATING TO ALL LIABILITIES, CLAIMS, DEMANDS, ACTIONS, SUITS, DAMAGES AND EXPENSES, INCLUDING BUT NOT LIMITED TO CLAIMS FOR COPYRIGHT OR TRADEMARK INFRINGEMENT, INFRINGEMENT OF MORAL RIGHTS, DEFAMATION, INVASION OF RIGHTS OF PRIVACY, RIGHTS OF PUBLICITY, INTRUSION, FALSE LIGHT, PUBLIC DISCLOSURE OF PRIVATE FACTS, PHYSICAL OR EMOTIONAL INJURY OR DISTRESS OR ANY SIMILAR CLAIM OR CAUSE OF ACTION IN TORT, CONTRACT OR ANY OTHER LEGAL THEORY, NOW KNOWN OR HEREAFTER KNOWN IN ANY JURISDICTION THROUGHOUT THE WORLD ARISING DIRECTLY OR INDIRECTLY FROM USE OF THE WEBSITE OR ANY CONTENT ON THE WEBSITE.

CLARKE SHALL HAVE NO OBLIGATION OR LIABILITY IN CONTRACT, WARRANTY, TORT OR OTHERWISE FOR LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN THE Website OR USE OF ANY CONTENT, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

To the extent authorized under the Terms, any material downloaded, uploaded or otherwise obtained through the use of this Website or software is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or business or loss of data that results from the download or upload of any such material or the use of this Website or software obtained from this Website.

You are solely responsible for the maintaining the confidentiality of any password you may use in accessing a non-public restricted area of this Website and for the use of your password, whether or not authorized by you. You agree to immediately notify Clarke of any unauthorized use of your password.

CLARKE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THE TRUTH AND/OR ACCURACY OF ANY INFORMATION THAT IS POSTED ON ITS WEBSITE AS WELL AS FOR THEIR RELIABILITY AND/OR THEIR ABILITY TO CONDUCT BUSINESS PROPERLY OF USERS.

CLARKE IS NOT RESPONSIBLE FOR THE INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, INFORMATION OR USERS’ CONTENT THAT IS POSTED ON THE WEBSITE.

THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Privacy and Personal Information

CLICK HERE or refer to the home page of the Website to review Clark’s Privacy Policy, which is incorporated into the Terms by reference. By accessing the Website, you acknowledge that you have read and agree to Clarke’s Privacy Policy, including the use of your information in accordance with Clarke’s Privacy Policy.

Indemnification

You agree to indemnify and hold harmless Clarke, its vendors, its licensors and their respective directors, officers, managers, members, shareholders, employees, and agents from and against any and all claims and expenses including attorneys’ fees, arising out of your use of the Website, including but not limited to your violation of the Terms.

Electronic Communication

You understand that when you visit or use the Website, or send emails to Clarke and/or the Website, you are communicating with Clarke electronically; further, you agree to receive communications from us electronically. You understand that we may communicate with you electronically either by posting notices on the Website or by sending you an email. You acknowledge and agree that all electronic communications from us (including without limitation, postings on the Website and emails) satisfy any legal requirement that such communications be in writing.

Usage by Children

Clarke does not solicit the use of the Website by minors. However, Clarke cannot prevent minors from visiting the Website. Parents, guardians and those responsible for supervising minors are solely responsible for determining what materials, products and services are suitable for such children to view.

Clarke requires that use of the Website be made by individuals 18 years old or older. EACH TIME YOU USE THE WEBSITE, YOU ARE REPRESENTING THAT YOU ARE 18 YEARS OF AGE OR OLDER.

Jurisdictional Issues

Those who choose to access this Website from outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Software from this Website is further subject to United States export controls. No software from this Website may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the software, if any, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

Termination

These Terms are effective until terminated by either party. These Terms may terminate immediately without notice from Clarke if in Clarke’s sole discretion you fail to comply with any term or provision of these Terms. Upon termination, you must destroy all materials obtained from this Website and any and all other Clarke website(s) and all copies thereof. Termination will not affect any rights, obligations or liabilities that arose prior to such termination.

Clarke may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to cancel your account, you may e-mail us at customercare@clarke.com with a request to cancel your account. Notwithstanding the foregoing, Clarke can terminate your account if you materially breach the Terms and fail to cure within thirty (30) days from Clarke’s notice to you thereof.  All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any principles of conflicts of law.

Jurisdiction

The parties agree that all matters arising out of or relating to the Terms shall be governed by and construed in accordance with the state and federal laws applicable in the state of Illinois in the United States of America without giving effect to any choice or conflict of law provision or rule (of Illinois or any other jurisdiction).  Any claim arising under these Terms, including but not limited to class action claims and laws related to data privacy, shall be resolved by arbitration in Chicago, Illinois in the United States of America in accordance with the then-current rules of the American Arbitration Association by one arbitrator appointed in accordance with the above rules. Any award rendered in the arbitration proceeding will be final and binding upon the parties. Any judgment or award of the arbitration may be entered in and enforced in any court of competent jurisdiction. You agree not to institute any claims against Clarke except as provided expressly in the Terms.

Severability

If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.  To the fullest extent permitted under applicable law, the Terms are binding on and shall inure to the benefit of the parties hereto and their respective successors, heirs and assigns.

Mobile

To the extent you access the Website through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain elements of the Website may be prohibited or restricted by your carrier, and not all aspects of the Website may work with all carriers or devices. By using the Website, you agree that we may communicate with you regarding the Website by electronic means and that certain information about your usage of the Website may be communicated to us.

Entire Agreement

These Terms together with the Privacy Policy set forth the entire understanding of the parties with respect to the matters contained herein and supersede any prior negotiations and agreements. There are no promises, covenants or undertakings between the parties, including with respect to the matters set forth therein other than those expressly set forth herein.

Copyright

Unless otherwise noted on any particular Content, footer, header or work on this Website, Content on this Website is copyright © Clarke 2022. You agree that all copyright notices or proprietary labels on the Website or Content shall not be deleted, obscured, or modified.

Contact Information

If you have any questions or comments, please contact us at customercare@clarke.com, or by mail at the following address: 675 Sidwell Court, St. Charles IL 60174. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.

Notice to California Residents

California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.