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Client-Side Development, Inc.

Terms & Conditions

Last Updated: April 8th, 2024

These Terms & Conditions (“Terms”) are entered into between Client-Side Development, Inc., a Delaware corporation (“CSD”), and the entity or person registering for the Services (as defined below) or otherwise using the Services (“Customer” or “you”).

BY INDICATING ACCEPTANCE VIA AN ONLINE REGISTRATION PAGE (“REGISTRATION PAGE”) OR BY OTHERWISE ACCESSING CSD’S PRODUCTS OR SERVICES (COLLECTIVELY, THE “SERVICES”), YOU AGREE (A) TO THESE TERMS AND (B) THAT YOU ARE AT LEAST 18 YEARS OF AGE AND ARE LEGALLY ABLE TO ENTER INTO A CONTRACT. IF YOU ARE USING THE SERVICES AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A COMPANY, CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THESE TERMS, AND YOU REPRESENT AND WARRANT THAT YOU HAVE SUCH AUTHORITY. IF THE INDIVIDUAL ACCEPTING THESE TERMS DOES NOT HAVE THE AFOREMENTIONED AUTHORITY OR DOES NOT AGREE WITH THESE TERMS, THEY MAY NOT USE THE SERVICES OR ACCEPT THESE TERMS.

THESE TERMS CONTAIN, AMONG OTHER THINGS, WARRANTY DISCLAIMERS, LIABILITY LIMITATIONS AND BINDING ARBITRATION.

  1. Access to the Services. Subject to Customer’s compliance with these Terms, CSD grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right to access and use the Services during the subscription term set forth on the Registration Page. Customer may only use the Services for its internal business purposes and only in accordance with CSD’s applicable official user documentation (the “Documentation”). As part of the provision of the Services, CSD may provide Customer with access to one or more application programing interfaces (“APIs”). CSD may, in its sole discretion, set and enforce limits on Customer’s use of any API and Customer agrees to comply with such limits. CSD may also suspend Customer’s access to any API or cease providing any API at any time.
  2. Support. Subject to Customer’s compliance with these Terms, Customer may request bug and feature request support by contacting CSD at [email protected].
  3. Fees; Payment. Customer shall pay CSD the applicable fees as set forth on the Registration Page or the applicable pricing page (the “Fees”). Customer shall provide CSD with valid and updated credit card information. Customer authorizes CSD to charge such credit card for all applicable Services for the initial subscription term and any renewal subscription term(s) as set forth in the section titled “Term; Termination.” Such charges shall be made in advance, either monthly or in accordance with any different billing frequency agreed upon by the parties. If the Registration Page specifies that payment will be by a method other than a credit card, CSD will invoice Customer in advance and otherwise in accordance with the Registration Page. Payments will be payable in U.S. dollars and are due within thirty (30) days from the invoice date (if applicable). CSD currently uses Stripe as its third-party service payment processor, and, by using the Services, Customer agrees to be bound by Stripe’s Services Agreement, available at https://stripe.com/us/legal. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on CSD’s net income). All Fees paid are non-refundable and are not subject to set-off. CSD reserves the right to amend the Fees upon renewal of the then-current subscription term by providing notice to Customer. Customer’s continued use of the Services following the effective date of such amendment to the Fees constitutes acceptance of the amended fees. If Customer does not agree to the amended Fees, then Customer may not use the Services.
  4. Customer Intellectual Property and Data. For purposes of these Terms, “Customer Data” shall mean all data, information and material provided or submitted or caused to be provided or submitted by Customer to the Services, including through Customer’s incorporation of CSD code into Customer’s websites that enables transmission of Customer Data to CSD. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer acknowledges and agrees that (a) CSD may use and display Customer Data to provide the Services and perform under these Terms and (b) use of the Services is subject to CSD’s Privacy Policy.
  5. CSD Intellectual Property. As between the parties, CSD retains all right, title, and interest in and to (a) the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by CSD for the purposes of these Terms, including any copies and derivative works of the foregoing and (b) CSD’s Confidential Information (as defined below). No rights or licenses are granted except as expressly and unambiguously set forth in these Terms. Customer may (but is not obligated to) provide suggestions, comments or other feedback to CSD with respect to the Services (“Feedback”). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for CSD and CSD may freely use and exploit such Feedback. In addition, CSD may collect and generate statistics, logs and data about the performance, operation and use of the Services and related offerings based on Customer’s or users’ use of the Services, including data derived from the Services’ processing of Customer Data (collectively, “Usage Data”), and CSD may use Usage Data to maintain, improve, enhance, and promote CSD’s products and services without restriction or obligation. However, except as otherwise required by law, CSD will disclose Usage Data to third parties only if the Usage Data does not identify Customer or any natural person.
  6. Customer Responsibilities. Except as expressly set forth in these Terms, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) use the Services to build an application or product that is competitive with any CSD product or service; (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (viii) bypass any measures CSD may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Service); or (ix) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services (or any information, data or content made available through the Services), whether through use of manual or automated means. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data. Customer shall ensure (and is solely responsible for ensuring) that it has given all notices, and obtained all rights, permissions and consents, as are necessary, including under privacy laws, to use the Services and for CSD to receive and process Customer Data as contemplated by these Terms. Customer is solely responsible for all of Customer’s activity in connection with the Services and all activity associated with the Services’ user accounts provisioned to Customer, including but not limited to uploading Customer Data onto the Services. Customer shall use the Services in compliance with these Terms and all applicable local, state, national and foreign laws, treaties and regulations and all applicable rules and professional standards in connection with Customer’s use of the Services (including those related to email marketing, data privacy, international communications, export laws and the transmission of technical or personal data). Customer shall not use the Services in a manner that is harmful, deceptive, threatening, harassing or obscene or that violates any third-party intellectual property, contractual or other proprietary rights. Customer shall ensure that Customer Data do not contain any of the following categories of sensitive data: (i) Social Security numbers or other government-issued identification numbers; (ii) credentials to any online accounts; (iii) credentials to any financial accounts; (iv) payment card information (other than the truncated last four digits), except as expressly required by CSD; (v) tax return data; (vi) “consumer reports” as defined under the Fair Credit Reporting Act; (vii) fingerprints, facial geometry, iris scans, voice prints or other information that constitutes biometric data, biometric information or biometric identifiers under privacy laws, (viii) genetic information or health information, including “protected health information” as defined by the Health Insurance Portability and Accountability Act (HIPAA); (ix) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation; (x) personal information of children under 18 years of age; (xi) criminal histories; (xii) “personally identifiable information” protected by the Video Privacy Protection Act, including data about videos viewed on line; (xiii) “sensitive personal data” or “United States Government-related data” as defined in United States Executive Order 14117 of February 28, 2024; or (xiv) information that otherwise constitutes “special categories of data”, “sensitive personal information” or “sensitive data” as defined in privacy laws. Customer shall defend, indemnify and hold harmless CSD against any damages, losses, liabilities, settlements and expenses (including reasonable attorneys’ fees) in connection with any claim or action that arises from any violation of the foregoing or otherwise from Customer’s use of Services.
  7. Confidentiality. The parties acknowledge and agree that each party (the “Receiving Party”) may have access to certain confidential information (“Confidential Information”) of the other party (the “Disclosing Party”). “Confidential Information” means all information provided by the Disclosing Party to the Receiving Party hereunder that is (i) proprietary and/or non-public information related to the business activities of the Disclosing Party, its subsidiaries, and its affiliates, including any business plans, strategy, pricing, or financial information; (ii) the terms of your contracts with CSD that are not publicly accessible on CSD’s website; (“Contract Terms”) and/or (iii) any other information that is designated as confidential by the Disclosing Party. Confidential Information of CSD includes the Services, Contract Terms and Usage Data, and Confidential Information of Customer includes Customer Data. Confidential Information does not include any information that is or was, at the time of the disclosure: (a) generally known or available to the public; (b) rightfully disclosed to the Receiving Party by a third party; (c) already in Receiving Party’s possession prior to the date of receipt from Disclosing Party without restriction; or (d) independently developed by the Receiving Party without reference to or use of Disclosing Party’s Confidential Information; provided in each case that such information was not obtained by the Receiving Party as a result of any unauthorized or wrongful act or omission, or breach of these Terms, or breach of any legal, ethical or fiduciary obligation owed to the Disclosing Party. At all times the Receiving Party shall: (1) use the same standard of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but not less than a commercially reasonable standard of care, (2) not use the Disclosing Party’s Confidential Information other than as permitted under these Terms, and (3) not disclose, distribute, or disseminate the Confidential Information to any third party, except as permitted by these Terms or to the extent necessary to comply with applicable law.
  8. Third-Party Services. Customer acknowledges and agrees that the Services may operate on, with or using APIs and/or other services operated or provided by third parties (collectively, “Third-Party Services”), including without limitation through integrations or connectors to such Third-Party Services that are provided by CSD. Except as expressly provided by these Terms, CSD is not responsible for the operation of any Third-Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third-Party Services. CSD does not make any representations or warranties with respect to Third-Party Services or any third-party providers. Any exchange of data or other interaction between Customer and a third-party provider is solely between Customer and such third-party provider and is governed by such third party’s terms and conditions. If certain features of the Services require Customer to provide its login information to CSD, (a) CSD will use such login information solely for the purpose of providing the Services and (b) Customer represents and warrants that Customer has the right to provide such login information without breach by Customer of any of the terms and conditions that govern Customer’s use of the applicable Third-Party Services.
  9. Subscription Term; Termination. Unless otherwise earlier terminated as provided in these Terms, the subscription term shall begin as of the date of Customer first registers for (or first accesses the Services, if earlier) the Services and shall continue until the end of the subscription term set forth on the Registration Page, and shall automatically renew for successive renewal subscription terms of equal duration to the initial subscription term unless either party provides notice of non-renewal prior to the end of the then-current subscription term (or in the case of a subscription term longer than one (1) month, at least thirty (30) days prior to the end of the then-current subscription term). Customer may provide notice of non-renewal by requesting to cancel Customer’s subscription via email to [email protected]. Either party may terminate these Terms for the other party’s material breach that remains uncured thirty (30) days (ten (10) days in the case of a one-month term) after the terminating party provides the breaching party notice of such breach. Without limiting the foregoing, CSD may suspend Customer’s access to the Services if Customer’s account is more than sixty (60) days past due. All provisions of these Terms that by their nature should survive termination shall survive termination, including without limitation accrued payment obligations, ownership provisions, warranty disclaimers, indemnification obligations and limitations of liability.
  10. Indemnification. Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that (a) in the case of Customer as Indemnitor, the Customer Data (or CSD’s processing of Customer Data contemplated by these Terms) or Customer’s use of the Services infringes, violates, or misappropriates any third-party intellectual property or proprietary right or violates any applicable law, or (b) in the case of CSD as Indemnitor, the Services infringe, violate, or misappropriate any third-party intellectual property or proprietary right. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnification obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense). The foregoing obligations of CSD do not apply with respect to the Services or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by CSD (including without limitation any Customer Data), (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by CSD, (iv) combined with other products, processes or materials not provided by CSD (where the alleged Losses arise from or relate to such combination), (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer’s use of the Services is not strictly in accordance herewith.
  11. Warranty; Disclaimer. CSD will provide the Services and any other services provided hereunder, including any support, in a professional and workmanlike manner. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. OUTPUTS MAY CONTAIN INACCURATE OR INCOMPLETE INFORMATION AND CSD MAKES NO REPRESENTATIONS OR WARRANTIES AND PROVIDES NO INDEMNITIES WITH RESPECT THERETO; CUSTOMER AND ITS END USERS ARE RESPONSIBLE FOR ALL ACTIONS OR OMISSIONS BASED ON ITS AND THEIR USE OF THE SERVICES OR OTHERWISE. CUSTOMER SHALL REVIEW THE APPLICABLE SERVICES DOCUMENTATION TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE USING THEM.
  12. Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF THE SECTION TITLED “RESTRICTIONS,” IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THESE TERMS (A) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (B) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO CSD HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
  13. Free Trial. If Customer signed up for the Services under a free trial, the free trial expires on the last day of the free trial period specified on the Registration Page. Unless Customer has terminated these Terms on or prior to the last day of such free trial period, the free trial shall automatically convert into a paid subscription subject to these Terms and CSD may immediately charge Customer for the Services in accordance with CSD’s applicable payment terms. Additional free trial terms and conditions may appear on the Registration Page or the free trial promotions page. Any such additional terms and conditions are hereby incorporated into these Terms by reference and are legally binding. Customer may only sign up for one free trial. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, DURING THE FREE TRIAL, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY AND CSD SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE CSD’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, CSD, ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER'S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET CUSTOMER'S REQUIREMENTS, (B) CUSTOMER'S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR (C) ANY OUTPUTS PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CUSTOMER SHALL BE FULLY LIABLE UNDER THESE TERMS TO CSD AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THESE TERMS AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
  14. Changes to These Terms. CSD reserves the right, in its sole discretion, to update, change or replace any part of these Terms. The most current version of these Terms will be posted on the Services, and it is Customer’s responsibility to check CSD’s website periodically for changes. If the changes include material changes that affect Customer’s rights or obligations, CSD will notify Customer of the changes by reasonable means, which could include notification through the Services or via email. Customer’s continued use of the Services following the effective date of any changes to these Terms constitutes acceptance of those changes. If Customer does not agree to the new Terms, then Customer may not use the Services.
  15. How to Contact CSD. Please contact CSD at [email protected] with any questions or concerns about the Services or these Terms.
  16. Miscellaneous. These Terms represents the entire agreement between Customer and CSD with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and CSD with respect thereto. In the event of a conflict between these Terms and any Registration Page, such Registration Page shall govern. These Terms shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and any dispute between the parties related to the subject matter of these Terms will be resolved by binding arbitration in the English language in San Francisco, CA under the rules of JAMS; the decision of the arbitrator will be enforceable in any court. All notices under these Terms will be sent via email. All notices to CSD must be sent to [email protected] and all notices to Customer must be sent to the email address set forth in the applicable Registration Page, or in each case, at such other email address as may be given in writing by either party to the other in accordance with this Section. Notice will be treated as given on receipt, as confirmed by written or electronic records. Except as otherwise provided herein, no modification or amendment of any provision of these Terms shall be effective unless agreed by both parties in writing, and no waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including without limitation the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or other cyberattacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; pandemics; epidemics; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business or such party’s assets relating to these Terms, and (ii) CSD may utilize subcontractors in the performance of its obligations hereunder. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect. Customer agrees to allow CSD to use and display Customer’s name and logo on CSD’s website and in CSD’s promotional materials to identify Customer as a customer. In any action or proceeding to enforce rights under these Terms, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of these Terms is held to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. The failure of either party to act with respect to a breach of these Terms by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches. References to “include” or “including” mean include/including without limitation.