Terms of Use

These Terms of Use are between you and your organization on the one hand (“you”) and Clarke, Inc. on the other (“Clarke”).

Please read these Terms of Use carefully before using any Clarke, Inc. website, including www.clarke.com/iOrder. (individually and collectively, the “Clarke Websites”). If you do not agree to these Terms of Use, please do not use Clarke iOrder.

Ownership of Site and Restrictions on Use of Content

The Clarke Websites are owned by Clark, Inc. or its subsidiaries (collectively, "Clarke"). You acknowledge that the Clarke Websites may contain information, communications, software, photos, text, video, graphics, music, sounds, images and other material and services (collectively "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 site 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 of Use, 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 as well as patent protection on the concept of creating and delivering the product as well as in the in configuration of the package. 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 Clarke Websites and/or any of the Content, in whole or in part. Modification or use of the Clarke Websites 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.

Products and Pricing

We use commercially reasonable efforts to ensure that the colors, design and details of the products displayed on the Clarke Websites website are accurate, including pricing. 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. In the event your selected product is no longer available, Clarke Websites in its sole option and discretion will either make a substitution or refund your purchase price. In the event that you received a defective product, please refer to the product warranty information included with your order.

In addition, in the event that an incorrect price is displayed on a Clarke Website, Clarke will notify you of the correct price. Your order will not be fulfilled until you confirm the purchase with the correct price; once confirmed, your order will be deemed to be an order placed via Clarke Websites, regardless of the method actually used to confirm such order. In some cases, Clarke Websites will not display a price for the product or service you are ordering. Instead, Clarke Websites will indicate that a personalized quote will be provided to you. Any order placed by you using such quote shall be deemed to be an order placed via Clarke Websites, regardless of the method actually used to finalize such order.

Payment for orders placed via a Clarke Website shall be due and payable in accordance with the payment terms on file at Clarke for you. You may not create new payment terms or modify existing payment terms through Clarke Websites.

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 anytime.

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 order products and services from Clarke Websites, 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 order products or services on Clarke Websites, 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 fulfilling any order placed on Clarke Websites, or in adding or removing users, or in making any modification of any billing, shipping or other account information. You understand and acknowledge that you and your organization (and not Clarke) shall be solely and fully responsible for any products or services ordered on Clarke Websites using your name, user id, password or other access information or for any modifications made to your billing, shipping or other account information, or the removal or addition of any users.

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 Clarke Websites only for lawful purposes. You are expressly prohibited from placing any message or otherwise transmitting through Clarke Websites 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 Clarke Websites 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 we determine necessary, in our sole discretion, to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) protect and defend our rights and property; (iii) enforce these Terms of Use; (iv) protect against misuse or unauthorized use of the Clarke Websites; 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.

Linked Sites

This website may contain links to other websites solely for your convenience. Clarke does not endorse nor make any warranties or representations about any website you may access through a link from the Clarke Websites website. You agree and acknowledge that you (and not Clarke) assume all risk for any dealings or transactions of any nature, including without limitation, the purchase of any products or services from, or the reliance upon any information or materials contained in, such linked sites.

Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, SHALL CLARKE BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM ANY USE OF ANY CLARKE WEBSITE, EVEN IF CLARKE OR A CLARKE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CLARKE'S TOTAL LIABILITY TO YOU OR ANY OTHER PARTY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR THE PURCHASE OF ANY PRODUCT OR SERVICE ON ANY CLARKE WEBSITE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Disclaimer

THE CLARKE WEBSITES, AND YOUR USE OF ANY CLARKE WEBSITE, DOES NOT IN ANY WAY WHATSOEVER CREATE OR MODIFY ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND SERVICES PURCHASED VIA A CLARKE WEBSITE. YOUR ONLY WARRANTIES, IF ANY, WITH RESPECT TO THE PRODUCTS AND SERVICES PURCHASED VIA A CLARKE WEBSITE ARE THOSE THAT MAY BE PROVIDED TO YOU IN A SEPARATE AGREEMENT BETWEEN YOU AND CLARKE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CLARKE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CLARKE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ANY CLARKE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT A CLARKE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CLARKE DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN ANY CLARKE WEBSITE REGARDING THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE AND YOU (AND NOT CLARKE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Your Submissions and Third Party Property

You understand that when you visit or use Clarke Websites, or send emails to Clarke and/or Clarke Websites, 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 Clarke Websites or by sending you an email. You acknowledge and agree that all electronic communications from us (including without limitation, postings on Clarke Websites and emails) satisfy any legal requirement that such communications be in writing.

If you contact Clarke with information regarding a Clarke Website or any product or service purchased or displayed on a Clarke Website, including, without limitation, feedback data (e.g., questions, comments, suggestions or the like), the content of the Clarke Websites or any item on any Clarke 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 of Use 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.

Usage by Children

Clarke does not solicit the use of the Clarke Websites or purchase of products offered on the Clarke Websites by minors. However, Clarke cannot prevent such use or purchase and cannot prevent minors from visiting the Clarke Websites 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 and/or purchase.

Clarke requires that use of the Clarke Websites be made by individuals 18 years old or older. In addition, Clarke requires that any purchase from any Clarke Website be by individuals of legal age. EACH TIME YOU USE A CLARKE WEBSITE, YOU ARE REPRESENTING THAT YOU ARE 18 YEARS OF AGE OR OLDER.

Jurisdictional Issues

Unless otherwise specified, the materials in the website are presented solely for the purpose of promoting products and services available in the United States, its territories, possessions and protectorates. Clarke makes no representation that materials in this website, or the products and services promoted in this website, are appropriate or available for use outside the United States. 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, 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

This Terms of Use are effective until terminated by either party. These Terms of Use 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 of Use. Upon termination, you must destroy all materials obtained from this website (other than products lawfully purchased) 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.

Changes and Modifications

Clarke may change, add or delete programs, products, materials, services and the like that are described in any Clarke Website at any time without notice. Clarke reserves the right to update, modify, revise or otherwise change these Terms of Use at any time with or without prior notice. Your use of the Clarke Websites at any time after such update, modification, revision or change constitutes your acceptance of such update, modification, revision or change. You are encouraged to review these Terms of Use periodically.

Other

These Terms of Use 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. Venue and personal jurisdiction shall lie solely in the state and federal courts located in this State of Illinois. If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the subject matter herein and shall not be modified except in writing, signed by both parties.