Buyer Terms
Last Updated on June 3rd, 2016

Welcome to the Click Funnels Marketplace. We look forward to helping You maximize Your Click Funnels experience by connecting You with Designers whose creativity can give You an edge and help take Your business to the next level. The below Terms govern Your relationship with Click Funnels and Your rights in the Click Funnels Marketplace.

I. Definitions

a. “Buyer” is a Click Funnels account holder who purchases on the Marketplace a right to use a Template. Only persons with a Click Funnels account (including Affiliates, users, and Certified Consultants) may be Buyers.

b. “Click Funnels” is a trademark of Etison, and also refers to proprietary Etison software used to create Internet sales funnels.

c. “Designer” is a Click Funnels account holder who creates and uploads a Template to the Marketplace for the purpose of selling licenses to Buyers to use the Template. Only persons with a Click Funnels account (including Affiliates, users, and Certified Consultants) may be Designers. Designers may create and upload multiple Templates.

d. “Marketplace” is the on-line space where Designers submit Templates, Templates are displayed for Buyers, and Buyers purchase licenses to use Templates.

e. “Template” is a Click Funnels sales funnel created by a Designer and placed on the Marketplace, available to be licensed by Buyers. After purchasing a license, a Buyer customizes the Template for the Buyers’ own use. All creative works, logos, trademarks, artworks, photographs, graphics, text, and content of any kind and description contained in a Template are part of the Template, and the word “Template” refers to all such content.

f. “Terms” mean and refer to the Designer Terms set forth herein.

g. “Us,” “We,” and “Etison” means Etison, LLC, the company that created Click Funnels and that owns and operates the Marketplace.

h. “You” and “Your” means the Buyer.

II. License

When You purchase a Template, You are actually purchasing a revocable, non-exclusive license from Us to use the Template in Your Click Funnel. That license gives You the right to customize the Template to Your business needs (including the right to edit, modify, translate, and reformat), and to publicly display the Template.

Your license does not give You the right to sell, offer for sale, or sublicense the Template to others. You understand and agree that You do not have exclusive rights in the Template or any content contained therein. You understand and agree that Etison may offer the same or similar Template that You purchase a license for to an unlimited number of other Buyers, without notice or compensation to You. You understand and agree that Etison has the right to use the same or similar Template that You purchased a license for in advertising Etison’s products and services, including without limitation the Marketplace, in any venue or media of any kind, anywhere in the world, without notice or compensation to You.

You will have no intellectual property rights in the creative works, logos, trademarks, artworks, photographs, graphics, text, and content in the Template as purchased. Nothing herein gives You the right, and You will not attempt, to register as a domain name, or claim copyright or trademark or patent protection in any logo, tagline, trademark, trade name, creative material, trade dress, or trade secret, protection in any content contained on any Template You license. You may have intellectual property rights in content that You add to the Template during the course of Your adaptation.

III. Pricing

You agree that Etison has the exclusive right to set pricing on the Marketplace, in Etison’s sole and absolute discretion. You understand and agree that Etison may from time to time change any pricing on the Marketplace, without notice to You, and that Etison may offer promotional pricing, discounts, coupons, volume sales prices, and other incentives in Etison’s sole and absolute discretion.

IV. Refunds

You understand and agree that upon the earlier of (i) Your payment to Etison for a Template, or (ii) providing Etison Your credit card information and indicating Your desire to purchase a particular Template, that the purchase is non-refundable and non-cancellable. Etison has no obligation to refund Your purchase price under any circumstances, including without limitation based on Your dissatisfaction with the Template, Your non-use of the Template, Your inability to satisfactorily adapt the Template to Your business needs, Your inability to generate sales using the Template, or the fact that others are using the same or similar Template.

V. VAT

You understand and agree that if You have an EU Member country VAT number, You may be obligated to provide that VAT number to Etison and pay VAT. You agree to hold harmless and indemnify and defend Etison from any VAT charges, fines, interest, and penalty that are assessed to Etison based on Your failure to pay VAT.

VI. Independent Contractor

Nothing herein creates a relationship of employee, servant or agent between Etison and You. Under no circumstances do You have any authority to represent Etison to any Designer, media outlet, or to bind or otherwise obligate Etison to any third party.

VII. No License to use Etison Marks

All content of the Marketplace constitutes the intellectual property of Etison. Except as authorized herein, no Template or other material on the Marketplace may be copied, reproduced, distributed, republished, uploaded, displayed, posted or transmitted in any way whatsoever. The CLICK FUNNELS trademark and logo are proprietary marks of Etison, and the use of those marks is strictly prohibited. Nothing herein gives You the right to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by Etison or any of Etison’s affiliates.

VIII. Marketplace Control

You understand and agree that Etison has the sole and absolute right to control the Marketplace, including what is placed on the Marketplace. You understand that Etison has the right to review any Template prior to or after it is placed on the Marketplace, and that Etison has sole and absolute discretion, for any reason or for no reason, to offer a Template on the Marketplace, refuse to offer a Template on the Marketplace, or to remove a Template from the Marketplace.

IX. No Warranty

You understand and agree that Etison makes no promise, guarantee, or warranty as to the quality of any Template, or as to the success You may have, or the income You may generate, from any Template. THE MARKETPLACE AND ALL TEMPLATES THEREON ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. ETISON MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH THE MARKETPLACE. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK. ETISON MAKES NO REPRESENTATION OR WARRANTY (A) REGARDING THE STATEMENTS, ACTS OR OMISSIONS OF ANY DESIGNER OR BUYER; (B) THAT THE MARKETPLACE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO THE MARKETPLACE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; (C) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (D) THAT THE MARKETPLACE OR THE SERVERS OR NETWORKS THROUGH WHICH THE MARKETPLACE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

The Marketplace or any Template may include inaccuracies, errors and materials that violate or conflict with this Agreement. In the event of any conflict between anything posted on the Marketplace and these Terms, these Terms shall control.

X. Waiver and Limitation of Liability

Designers are not agents or employees of Etison, and Etison cannot be responsible for any Designer’s conduct. All disputes of any kind or nature in any way related to a Designer’s conduct, including without limitation any problem You have with a Template, are between You and the Designer. You agree that You will waive, forgive, and hold harmless Etison and its respective officers, directors, shareholders, employees, agents and affiliates from and against any liability or claim however or wherever asserted that is in any way related to the conduct of a Designer, including without limitation any third-party claims of intellectual property infringement in a Template, or any claim that a Template contains any virus, computer code, file or program designed to impair other computer software or hardware, or which will collect information from or via You without Your consent. Designers have promised that their Templates do not do these things [insert link to Designer Terms].

IN NO EVENT WILL ETISON’S AGGREGATE LIABILITY TO YOU, FOR ANY REASON, EXCEED THE TOTAL AMOUNT OF PAYMENTS COLLECTED BY ETISON FROM YOU. IN NO EVENT SHALL ETISON BE LIABLE TO YOU OR ANY OTHER PERSON FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OR ATTEMPTED USE OF THE MARKETPLACE, INCLUDING BUT NOT LIMITED TO DAMAGES RELATED TO LOST DATA, LOST BUSINESS, OR LOST PROFITS, HOWEVER ARISING, EVEN IF ETISON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. ETISON IS NOT RESPONSIBLE FOR ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TEMPLATE(S), TRANSMISSIONS OR DATA OR FOR ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED. ETISON IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY (INCLUDING WITHOUT LIMITATION ANY DESIGNER OR BUYER), OR ANY INFRINGEMENT BY A THIRD PARTY OF ANOTHER’S INTELLECTUAL PROPERTY, PRIVACY OR OTHER RIGHTS.

XI. Indemnification

You agree to defend, indemnify and hold harmless Etison and its respective officers, directors, shareholders, employees, agents and affiliates from and against any and all loss, liability, claim, lawsuit, arbitration, award, judgment, settlement, cost and expense, including reasonable attorneys’ fees and expert witness fees, arising out of Your breach of these Terms; or Your conduct in connection with, or in any way related to, the Marketplace or any Template licensed or used by You.

XII. Information; Registration; User Names and Passwords

You will be required to create an account with Etison prior to paying for or downloading a Template. You warrant that the information You provide Us is truthful and accurate, and that You are not impersonating another person. You are responsible for maintaining the confidentiality of any password You may use to access the Marketplace, and You agree not to transfer Your password or user name, or lend or otherwise transfer Your use of or access to the Marketplace, to any third party. You are fully responsible for all transactions with, and information conveyed to, Etison under Your user name. You agree to immediately notify Etison of any unauthorized use of Your password or user name or any other breach of security related to Your account, Your user name or the Marketplace. You agree that Etison is not liable, and You will hold Etison harmless, for any loss or damage arising from Your failure to comply with any of the foregoing obligations.

XIII. Links to or From Other Sites

Except where expressly stated by Etison, Etison is not affiliated or associated with operators of any third party websites that link to or are linked from the Marketplace or any Etison-maintained website. Etison disclaims any responsibility for the accuracy or content of information found on third party websites that link to or are linked from the Marketplace or Etison. Etison disclaims any responsibility for the security of any information (including without limitation credit card and personally identifiable information (“PII”)) that You may provide to any third party. Etison reserves the right, at any time and in its sole and absolute discretion, to block links to the Marketplace or any Etison-maintained website through technological or other means without prior notice.

XIV. Privacy Policy Notice

Etison may collect two different types of information, PII and Non-Personally Identifiable Information (“Non-PII”). PII is information that identifies You as an individual – for example, Your name, address, telephone number, e-mail address, credit card information, billing address and shipping information. Non-PII is aggregated information, demographic information, IP addresses, user behavior data from web interaction metrics tools and other information that does not reveal Your specific identity. PII and Non-PII may be collected anytime You use the Marketplace, including when uploading a Template to the Marketplace. PII and Non-PII may also be collected by Etison during in-person discussions, telephone conversations, and electronic or other written communications. Etison also collects information via cookies; blocking cookies may render You unable to access certain parts of the Marketplace.

Etison uses PII to respond to Your inquiries, provide You with services You have requested, keep You informed of services We think may be of interest to You, and otherwise personalize Your experience with Us, and other reasons. Etison does not sell or lease PII about You to others. Etison may share PII with Etison affiliates and third parties contracting with Etison to provide services to You, e.g., payment processors. Etison may also share PII when required by law, or when You have expressly requested Us to do so. Etison reserves the right to disclose and use Your PII if Etison believes it is necessary to: (a) respond to legal process, e.g., a subpoena; (b) respond to a law enforcement agency’s request; (c) enforce the Terms; or (d) protect the rights, privacy, safety, property, or operations of Etison or third parties;

Because Non-PII does not personally identify You, Etison reserves the right to use and disclose to third parties Non-PII for any purpose.

Etison maintains reasonable physical, administrative and technical safeguards to protect PII from loss, misuse, or unauthorized access, disclosure, alteration or destruction. Etison enforces its Privacy Policy via self-assessment.

Etison applies the US-EU and US-Swiss Safe Harbor Framework developed by the US Department of Commerce pertaining to PII. Etison complies with the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access and enforcement. See http://export.gov/safeharbor/index.asp. EU or Swiss citizens with inquiries or complaints regarding this privacy policy should first contact Etison at the address provided in the questions section of this privacy policy. Unresolved privacy complaints may be referred to the BBB EU SAFE HARBOR web site at www.bbb.org/us/safe-harbor-complaints.

Etison reserves the right to change this privacy notice, which changes will become effective upon posting of the revised notice on the Marketplace or as required by law.

XV. Contact

If You have any questions or complaints concerning any of the Terms, You may contact Us by e-mail at [insert e-mail address, or e-mail portal], or by regular mail at 1860 N. Lakes Pl., Meridian, Idaho 83646.

California residents, under California Civil Code Section 1789.3, may also 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.

XVI. Digital Millennium Copyright Act

If You believe that materials or content available on the Marketplace infringe any copyright You own, You or Your agent may send Etison a notice requesting that Etison remove the materials or content from the Marketplace. If You believe that someone has wrongly filed a notice of copyright infringement against You, You may send Etison a counter-notice. Notices and counter-notices should be sent to Etison, Attention Legal Department, at 1860 N. Lakes Pl., Meridian, Idaho 83646, or by e-mail to [insert e-mail address].

XVII. Changes to Terms

Etison reserves the right to change these Terms, in whole or in part, from time to time at Etison’s sole and absolute discretion, and to provide You with notice of such change by any reasonable means, including without limitation posting revised Terms on the Marketplace. Your continued licensing of Templates from the Marketplace constitutes Your agreement to changes to these Terms.

XVIII. Severability

If any Term set forth herein is deemed unenforceable under any applicable law, the remaining Terms shall remain in full force and effect and these Terms shall be read, collectively, as if the unenforceable Term(s) were omitted.

XIX. Miscellaneous

You may not assign, transfer or sublicense any of Your rights or obligations under these Terms.

No waiver by Etison of any breach or default of these Terms will be deemed to be a waiver of any preceding or subsequent breach or default.

Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

These Terms, together with all agreements and statements referred to herein and incorporated herein by reference, is the entire agreement between You and Etison relating to the Marketplace, and, except as otherwise provided herein, supersedes any and all prior or contemporaneous written or oral agreements or understandings between You and Etison relating to the Marketplace.

Notices to You may be made by posting a notice (or a link to a notice) on the Marketplace, by e-mail, or by regular mail, at Etison’s discretion.

You agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

XX. Choice of Law, Venue, and Attorneys’ Fees

These Terms are subject to and interpreted in accordance with the laws of the State of Idaho, without regard to conflict of laws principles. In the event that any dispute arises concerning or in any way related to these Terms or any Template, You agree that the jurisdiction and venue for such dispute will be in Ada County, Idaho, in the United States (notwithstanding any other agreement to arbitrate with Etison), and You agree to be subject to the personal jurisdiction of state and federal courts in Ada County, Idaho. You further acknowledge and agree that in any litigation or arbitration with Etison, You and Etison shall each bear its own costs and attorneys’ fees, regardless of which party, if either, is deemed the prevailing party.

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