TERMS OF SERVICE

Last updated: July 23, 2025

These terms of service, together with the Order, any other agreements or terms incorporated by reference, including the Privacy Policy available at www.clerx.ai/platform-privacy-policy (the “Terms”) govern your use of the Services. These Terms constitute a binding and enforceable legal contract between Company and You. By accepting these Terms electronically by clicking a box indicating your acceptance, or by using the Services, you agree to these Terms. If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the term “You” will refer to such entity and its affiliates. If the legal entity that you represent does not agree with these Terms, you must not accept these Terms or use the Services.

Definitions
1. “Account” means an online account registered by you for the purpose of using the Services.
2. “Additional Services” means any professional and/or additional services that You purchase, as part of the “Services” as set forth in the Order.
3. “Connected Account” means a Third Party Service account which You connected to the Account for interoperation and integration with the Services.
4. “Content” means any files, data, material and information submitted, uploaded and stored by You through the Service.
5. “Order” means (i) any Company checkout, order confirmation, or subscription documentation made available through a third-party payment processor, billing platform, or merchant-of-record service used by Company (including any checkout page, subscription details, customer portal plan page, invoice, receipt, or similar record) that identifies the Services purchased and the applicable fees, term, and any usage limits or usage-based pricing, and/or (ii) any written proposal, email, or other written communication from Company that identifies the Services purchased and the applicable fees, term, and any usage limits or usage-based pricing, in each case accepted by Customer (including by paying an invoice, completing checkout, or activating a subscription). Each Order is incorporated into these Terms by reference.
6. “Platform” means Company’s online solution for managing inbound calls to the firm’s main phone line and performing outbound calls to existing or prospective clients, automating intake, follow-ups, and client communications through integration with Connected Accounts.
7. “Services” means any applications, products, services (including any Additional Services, to the extent applicable), documentation, and software made available through the Platform.
8. “Third Party Services” means any service, products, software or application that is provided by a third party and interoperates with a Service. Such Third Party Services may be offered via a dedicated website.
9. “User Data” means data relating to Your use of the Platform and Services in conjunction with the Connected Accounts, including but not limited to information related to:
  1. Your contact and payment information, including email addresses and credit card or other payment remittance information; You are responsible for ensuring that payment information that is exchanged between You and your clients is not transmitted over the Platform.
  2. Your Connected Accounts, statistical data, device generated reports and audit logs,
  3. Your settings, preferences chosen, and resource usage,
  4. Your free text submitted by You, and screen recording sessions.
10. “We”, “Us”, “Company” or “Our” for Customers whose principal place of business is located in the United States of America, Clerx, Inc. For Customers whose principal place of business is located outside the United States of America, Clerx, Inc.
11. “Free Trial” means any promotion, beta, proof-of-concept, pilot, or other period during which Company makes the Services available to Customer at no charge, as identified in an Order, marketing material, or on the Platform.
12. “You” or “Customer” means the company or other legal entity and its affiliates for which you are accepting these Terms.
The Services
1. Registration. Following the initial registration of an Account, subject to your compliance with the Terms and any applicable Order, Company will grant you a non-exclusive, non-transferable, royalty-free, non-sublicenseable, limited, revocable right (i) for Customer and Customer Users to access the Platform and use the Services in conjunction with Connected Accounts solely for the purpose of your internal business activity, and (ii) use the Company’s web-based platform provided by Company to enable the Services according to Company’s instructions and technical documentation provided by Company from time to time (“Documentation”) to make use of the Services. We may update the Services from time to time, including adding or removing functions.
2. Charges. In consideration of the Services, Customer shall pay Company the fees as described in the Order (“Fees”), in accordance with the payment terms set out therein and the Fees and Payment section below.
3. Free Trial.
  1. Voluntary; Cancel-Any-Time. If You register for a Free Trial, You may cancel at any time before the end of the stated Free-Trial period by emailing support@clerx.ai.
  2. AS-IS; No Service-Credits. Free-Trial access is provided strictly “AS IS” and “AS AVAILABLE,” with no warranties, support commitments, service-level obligations, or data-retention obligations.
  3. Release & Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU (ON BEHALF OF YOURSELF AND YOUR AFFILIATES, USERS, SUCCESSORS, AND ASSIGNS) HEREBY IRREVOCABLY WAIVE, RELEASE, AND DISCHARGE COMPANY AND ITS AFFILIATES FROM ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES (DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE) ARISING FROM OR RELATED TO YOUR USE, MISUSE, OR INABILITY TO USE THE SERVICES DURING THE FREE TRIAL.
  4. Responsibility for Use. You are solely responsible for all content, configurations, workflows, and decisions made while using the Services during the Free Trial, and for any business outcomes that flow from such use.
  5. Conversion to Paid Subscription. A valid payment method is required to activate a Free Trial. Unless You cancel the Services by emailing support@clerx.ai before 11:59 p.m. Eastern Time on the last day of the Free-Trial period, Your subscription will automatically convert to a paid plan, and the payment method on file will be charged the applicable Fees set out in Your Order.
  6. Data Retention. Company is under no obligation to retain or provide any Content after the Free Trial ends and may delete it at any time in its sole discretion.
  7. Fair-Use Limits. Company may rate-limit, throttle, suspend, or terminate Free-Trial usage that, in its reasonable judgment, is excessive, abnormal, or otherwise threatens Platform stability or security, and You waive any claims arising from such action.
Registration and User Account
1. Establishing an Account. You must register and establish an Account in order to use our Services. Connected Accounts may require registration, installation of necessary software or action on your part, to enable the activation of Services in relation to such Connected Accounts. You may elect to have multiple Accounts; each Connected Account may only be registered to one Account at any given time.
2. SSO. You may register an Account by logging into your account with certain third-party service accounts (“SSO”) including, but not limited to, Google (each such account, a “Third-Party Account”), as described below. As part of the functionality of the Services, you may link your Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to the Company through the Service; or (ii) allowing the Company to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. By registering an Account through an SSO, You represent that you are entitled to disclose your Third-Party Account login information to the Company and/or grant the Company access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating the Company to pay any fees or making the Company subject to any usage limitations imposed by such third-party service providers.
3. Account Information. You must safeguard and not disclose your Account username and password and you must supervise the use of such Account. You must provide us accurate and complete information in order to create an Account, including details of the Connected Accounts that are linked to the Account. You agree to keep your Account information up to date and accurate, including with regard to Connected Accounts. Any Services provided in connection with Connected Accounts associated with Your Account will be charged to your Account. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE ACCOUNT USERNAMES AND PASSWORDS. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER THE ACCOUNT. You must notify us immediately of any unauthorized use of your Account or any other breach of security.
4. Administrator. When you initially register for and create an Account, you are, or a party that you authorize is, the administrator (“Administrator”). Administrators may authorize additional individuals to access the Services through the same Account (“Users”). Users may include, for example, your employees, contractors and agents. These Terms apply to any User of the Services.
5. Access Rights. The Administrator is responsible for Users’ access to the Services. Depending on the types of access rights the Administrator grants to Users, Users may be able to add or remove Connected Accounts, delete, copy, or view the Content and data accessible in your Account and subscribe or unsubscribe to Additional Services. The Administrator is solely responsible for the access to the Services granted to Users and it is the Administrator’s sole responsibility to add or remove access rights to Users. We are not responsible for the internal management or administration of the Services. You are responsible for Users’ compliance with these Terms. A violation of any provision of these Terms by a User may result in the termination of an Administrator’s or any User’s access to the Services. If you choose to close or terminate your access to a Service or Additional Service, Users will no longer be able to access such Service or any of the Content within such Service. Company may from time to time send you communications, unless you have opted not to receive them.
6. Deletion of Account. You may delete your Account at any time by submitting a written request to privacy@clerx.ai. Any Content and other information and data entered into the Services may be permanently deleted if you delete the Account. For clarity, an Account deletion request does not terminate any paid subscription or constitute notice of termination unless Customer also provides notice of termination by email to support@clerx.ai in accordance with the Term section.
7. Use of Data. Company may collect User Data, and You hereby grants Company permission to collect User Data available on the Platform and to use such User Data to improve the Services and/or Platform performance and functionality and improve services and support to Company customers and for other business purposes including monitoring, statistical data gathering, diagnostics, comparative analyses, press and supplies utilization, complementary solutions usage, security and software integrity assurance, remote control and support and click performance tracking and billing. Company may further use User Data (i) to respond to duly authorized information requests of police, law enforcement, or other governmental authorities; (ii) to comply with any applicable law, regulation, subpoena, discovery request or court order; (iii) to investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity; (iv) to enforce/protect the rights and properties of Company or its affiliates or subsidiaries; or (v) with the prior informed consent of the data subject about whom the personally identifiable information pertains.
Your Content
1. License to Content. You grant us a (a) worldwide, non-exclusive license to (a) host, copy, reproduce, prepare derivative works and use your Content as required in order to provide You with the Services and to improve the Services, and (b) a perpetual, non-exclusive, non-sublicensable, revocable, non-transferable, royalty-free, worldwide license to analyze anonymized data obtained through Services in order to provide Customer with analytics and reports, and improve the Services, all subject to Company’s compliance with applicable law and privacy regulations. Subject to this limited license we do not acquire any right in your Content and You or your licensors retain all rights and ownership to your Content. You warrant that You have full rights to provide to us any Content that You provide through the Services. We have policies in place to limit the access of our employees to Content. Where policies permit access to the Content, it is only for the purpose of supporting You in your use of the Services.
2. Responsibility for Content. The Services are not intended to be used as storage, backup or archiving services. It is your responsibility to back up your Content and you are responsible for any lost or unrecoverable Content. Customer hereby represent and undertakes to:
  1. Provide Business Inputs - supply Company with timely and accurate operational details (e.g., business hours, staff availability, preferred workflows) needed to tailor the Service;
  2. Enable Integrations - facilitate and maintain the technical access and credentials Company reasonably requires to connect to Customer’s calendars, intake forms, payment platforms, or other designated systems, and promptly notify Company of material changes;
  3. Approve Key Materials - review and approve call workflows or other Customer‑specific content prepared during onboarding, remaining responsible for the accuracy of materials derived from Customer’s own data or website;
  4. Support Customization - co‑operate in good faith throughout onboarding and configuration, including providing complete and accurate information and timely feedback reasonably requested by Company.
  5. Use the Platform, the Services, and all related software and Documentation in compliance with all applicable laws and regulations, including but not limited to applicable data security and privacy laws;
  6. Manage and secure all login credentials used by Users in connection with their use of the Platform and protect the same against unauthorized use or disclosure using reasonable standard in the industry. Customer shall be liable for all actions taken on the Platform through use of the login credentials of its Users.
Copyright Policy
1. We respect the intellectual property rights of others. In accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (“DMCA”), we have adopted a policy of, upon notice, restricting access to or deleting content that infringes a third party’s copyright and, in appropriate circumstances and in our sole discretion, terminating account holders or other users of the Services who are deemed to be repeat infringers of a third party’s copyrighted work.
2. If you believe that anything on the Services, including User Content, infringes any copyright that you own or control, you may file a notice of such infringement by providing the following information in writing:
  1. identification of the copyrighted work that is claimed to be infringed;
  2. identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Services;
  3. information for our copyright agent to contact you, such as an address, telephone number and e-mail address;
  4. a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
  5. a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
  6. the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.
3. Notices of copyright infringement claims should be sent by mail to: privacy@clerx.ai.
4. A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.
Other Products and Services
We may allow you to integrate your Account with Third Party Services. We will not be responsible for any act or omission of the third party that provides the Third Party Services, including the third party’s access to or use of Content, and we do not warrant or support any Third Party Services.
Fees and Payment
1. Payment Terms. You will pay, and You authorize Company or any of Company’s resellers to charge using your selected payment method for, all fees with respect to Services subscribed to by You as set out in the Order. Fees are non-refundable except as required by law or as expressly stated in these Terms or the applicable Order. Fees are billed in advance in accordance with the applicable Order (for example, monthly or annually). You may choose to pay via wire transfer or ACH to an account designated by the Company at no additional cost, or via domestic U.S. credit card, in which case a 3% convenience fee may apply to all fees listed in the Order.
2. Usage-Based Fees; Overage. Certain plans may include usage limits and usage-based fees (including overage charges) as set forth in the applicable Order. Customer authorizes Company to charge any such usage-based fees automatically using the payment method on file. Customer is responsible for monitoring its usage and selecting an appropriate plan. Company may provide usage dashboards, reports, or notices as a courtesy, but has no obligation to do so. Unless otherwise stated in the Order, Company’s usage measurements reflected in the Platform will control for billing purposes.
3. Unlimited Plans; Fair Use. If an Order describes any feature as “unlimited,” it is subject to reasonable, good-faith use for Customer’s internal business purposes and not for spam, load testing, abuse, or other activity that materially degrades Platform stability or security. Company may rate-limit, throttle, suspend, or restrict such usage to protect the Platform.
4. Annual Plans; Prepayment; No Prorated Refunds. If an Order specifies an annual (or other non-monthly) subscription term, the applicable fees for that term are due in full in advance (unless the Order states otherwise). Except as required by law or expressly stated in the applicable Order (including any applicable Money Back Guarantee), such fees are non-refundable and non-creditable, and early cancellation will stop renewal but will not result in any prorated refund for unused time.
5. Billing Information. You are responsible for providing complete and accurate billing and contact information and to update us of any changes to such information. All payments not made when due, shall be subject to a late charge of 1.5% per month compounded annually. Billing may be performed by a third party service provider of Company. We may suspend or terminate the Services if fees are past due.
6. Taxes. Our fees do not include taxes, levies or duties, such as value added tax, sales or use tax and any other similar charges. We will charge tax if we are required to do so. In the event that Customer is required by law to deduct and/or withhold any amounts from any payments due hereunder, it shall gross-up and increase the amounts to be paid to Company so that the actual net amount to be paid to Company shall equal the fees that would have been due to Company without such deduction or withholding.
7. Free-Trial Fee Exception. Notwithstanding anything in this Fees and Payment section, no Fees are due for Services delivered during the Free Trial.
8. Money Back Guarantee. If Customer purchases a paid subscription that includes a money back guarantee period as stated in an Order, on the Platform, or in Company’s written communications (the “Money Back Guarantee Period”), Customer may cancel during the Money Back Guarantee Period by emailing support@clerx.ai. Upon timely cancellation, Company will refund the recurring base subscription fee actually paid for the applicable plan for the then-current billing period. For clarity, the Money Back Guarantee does not apply to (and Company will not refund) any setup, onboarding, configuration, professional services, and/or implementation fees (including any one-time fees), any overage or add-on charges, any taxes, any third-party fees or pass-through charges, or any amounts designated as non-refundable in the applicable Order. Refund requests made after the Money Back Guarantee Period expires are not eligible.
9. Setup and Implementation Fees; Non-Refundable. Any setup, onboarding, configuration, professional services, and/or implementation fees (including any one-time fees) are fully earned upon invoicing or charge (or, if earlier, commencement of the applicable implementation work) and are non-refundable and non-creditable to the maximum extent permitted by law, regardless of whether Customer cancels during a Money Back Guarantee Period or at any other time, or otherwise terminates or stops using the Services for any reason.
10. Price Changes. Company may change the fees for subscriptions upon at least thirty (30) days’ prior written notice to Customer by email. For month-to-month subscriptions, any such change will apply prospectively only and will take effect for invoices issued on or after the effective date stated in the notice (or, if not stated, the first invoice issued after the 30-day notice period). For annual (or other non-monthly) subscriptions, any such change will take effect at the next renewal of the applicable subscription term. If Customer does not agree to a fee change, Customer may provide notice of termination by email to support@clerx.ai.
Use Obligations and Restrictions
1. Obligations. You agree to do each of the following in connection with your use of the Services: (i) comply with all applicable laws, rules and regulations, including those regarding data privacy, intellectual property rights and export control; (ii) pay the fees for the Services, if applicable, when due; (iii) use reasonable security precautions for providing access to the Services by your Users, customers or other individuals to whom You provide access.
2. Restrictions. You must not misuse the Services and/or the Platform. For example, you may not, whether by yourself or anyone on your behalf (a) sell, resell, or lease the Services or access or attempt to access the Services and/or the Platform by any means other than the interface we provided or authorized; (b) circumvent any access or use restrictions put into place to prevent certain uses of the Services; (c) use the Services to store, share or transmit content which is unlawful, infringing, harmful or which violates any person’s rights, including privacy rights and intellectual property rights; (d) attempt to disable, impair, or destroy the Services, or Platform or any part thereof for any purpose or use it to build a competitive service or product; (e) reverse engineer or decompile the Services and/or the Platform, attempt to do so, or assist anyone in doing so; (f) represent that you possesses any proprietary interest in Platform, Service, Documentation or any part or derivative thereof; (g) directly or indirectly, take any action to contest Company’s intellectual property rights or infringe them in any way; (h) except as specifically permitted in writing by Company, use the name, trademarks, trade-names, and logos of Company; and (i) except as specifically permitted herein, not copy any part or content of the Platform, reports or documentation other than for Customer’s own internal business purposes; Customer shall take no action, directly or indirectly, to register Company trademarks (or their variation), domain names, or copyrights in its own name and shall provide commercially reasonable assistance to Company to prevent the occurrence of such activity by any third parties.
3. Customer Communications Compliance; Consents. Customer is solely responsible for compliance with all laws and regulations applicable to Customer’s communications with its clients and prospective clients, including without limitation laws relating to call recording and monitoring, privacy, and telemarketing and automated calling (including the TCPA and similar state laws). Customer represents and warrants that it has obtained, and will maintain, all necessary rights, notices, and consents for Customer and Company to process Content and to place, receive, record, transcribe, store, and analyze calls and other communications as configured by Customer. Customer is responsible for configuring the Services and Customer workflows to satisfy such requirements.
4. Without limiting the foregoing, Customer will indemnify, defend, and hold harmless the Indemnified Parties (as defined in the Indemnification section below) from and against any claim, demand, suit, or proceeding arising out of or related to (i) Customer’s communications with any third party (including any allegation of unlawful recording, monitoring, telemarketing, or automated calling), (ii) Customer’s failure to provide required notices or obtain required consents, or (iii) Customer’s Content or instructions provided to Company.
Intellectual Property Rights; Confidentiality; Feedback
1. Retention of Rights. All intellectual property rights in the Platform, Services, Documentation and any part thereof, including any and all derivatives, changes and improvements thereof lie exclusively with Company. All rights not expressly granted to You under these Terms are reserved by Company and its licensors. We and our licensors reserve all rights, title and interest to the Services, the Platform and any of their related intellectual property rights. The Terms do not convey to You an interest in or to Company’s intellectual property rights. Nothing in the Terms constitutes a waiver of Company’s Intellectual Property Rights under any law.
2. Customer Data; Limited Use; Security. Notwithstanding anything to the contrary in these Terms, as between Company and Customer, Customer retains all right, title, and interest in and to Customer Data. “Customer Data” means (a) Customer’s Content, and (b) any recordings, transcripts, summaries, voicemails, messages, intake information, contact details, notes, free-text entries, and other communications or materials submitted to, generated through, or otherwise processed through the Services on Customer’s behalf in connection with Customer’s clients, prospective clients, or other third parties. To the extent any information qualifies as both User Data and Customer Data, this Section governs such information as Customer Data. Company may access, host, copy, reproduce, transmit, display, process, and prepare derivative works of Customer Data solely as necessary to provide, maintain, support, secure, and troubleshoot the Services for Customer and for limited internal quality assurance, in each case subject to applicable law and these Terms. Company will treat Customer Data as Customer’s Confidential Information. Company will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data, including encryption in transit and at rest and access controls designed to limit access to authorized personnel with a need to know for service delivery, support, security, troubleshooting, or internal quality assurance. Except as permitted by these Terms or required by law, Company will not disclose Customer Data to third parties other than service providers engaged to support the Services and bound by confidentiality obligations.
3. Confidentiality; Data Protection
  1. The receiving party agrees (i) not to disclose the disclosing party’s Confidential Information to any third parties other than to its directors, employees, advisors, consultants, or contractors (collectively, its “Representatives”) on a “need to know” basis and provided that such Representatives are bound by confidentiality obligations not less restrictive than those contained herein; (ii) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; (iii) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if the receiving party is required by legal process or applicable law, rule, or regulation to disclose any of the disclosing party’s Confidential Information, then prior to such disclosure, if legally allowed, receiving party will give prompt notice to the disclosing party so that it may seek a protective order or other appropriate relief. The confidentiality obligations hereunder shall expire five years from the date of termination or expiration of this Agreement (and with respect to trade secrets- in perpetuity) and shall supersede any previous confidentiality undertakings between the parties.
  2. For the purposes hereof, “Confidential Information” means any proprietary or trade secret information disclosed by one party to the other which can be reasonably understood under the circumstances to be confidential, but excluding any information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing party; (iii) the receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this Agreement; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of this Agreement and/or any use of or reference to the Confidential Information.
  3. Each party agrees that it shall comply with all applicable data protection and privacy laws in relation to the handling and processing of personal data under this Agreement. Each party represents and warrants that it has obtained all necessary consents and permissions required to perform its obligations hereunder and shall maintain such consents throughout the Term of this Agreement.
4. Feedback. You may provide feedback, comments, suggestions, or ideas for improvement to the Services or Platform. You grant Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, copy, modify, create derivative works of, distribute and sublicense such feedback, comments, suggestions, or ideas for improvement in connection with the Services or Platform.
Indemnification
You will indemnify, defend, and hold harmless Company, its affiliates, resellers, employees and agents (the “Indemnified Parties”) from and against all liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of any claim, demand, suit or proceeding by a third party alleging that your Content or your use of the Services infringes or misappropriates a third party’s intellectual property rights or violates applicable law or that your use of the Services is in violation of these Terms. For clarity, Customer’s indemnification obligations apply to any use of the Services, including during a Free Trial.
Disclaimers of Warranties
1. THE SERVICES, PLATFORM AND DOCUMENTATION ARE PROVIDED ON AN “AS IS”, AND “AS AVAILABLE” BASIS, AND COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO RELIABILITY OF SERVICE AND/OR THE PLATFORM, WARRANTIES OF NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WE DISCLAIM ALL LIABILITY AND ANY OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD PARTY HOSTING PROVIDERS. COMPANY FURTHER DISCLAIMS ANY WARRANTY THAT THE PLATFORM AND/OR SERVICES WILL BE SECURE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF DEFECTS.
2. Customer acknowledge that the quality and accuracy of the Services are dependent on the accuracy and completeness of the information provided. CUSTOMER ACKNOWLEDGES THAT COMPANY SHALL NOT BEAR ANY LIABILITY OR RESPONSIBILITY FOR FAULTS, ERRORS OR ERRONEOUS OUTPUT PROVIDED ON THE BASIS OF UNTIMELY, INCOMPLETE, INACCURATE, FALSE OR MISLEADING INFORMATION PROVIDED BY CUSTOMER OR THE USERS.
3. The Services may incorporate or utilize third-party AI models, software, or technologies (collectively, “Third-Party AI”). Customer acknowledges and agrees that: (i) Company makes no representations or warranties regarding the performance or functionality of Third-Party AI; (ii) the use of Third-Party AI is subject to the terms and conditions imposed by the respective third-party providers; and (iii) Company shall not be liable for any damages, losses, or liabilities arising from the use or inability to use Third-Party AI, including any inaccuracies, errors, or omissions in the output generated by such models.
4. No Professional Advice. The Services (including any AI output) are provided for administrative and informational purposes only and do not constitute legal, financial, or other professional advice. Customer remains solely responsible for verifying any information provided by the Services before relying on it.
Limitation of Liability
1. IN NO EVENT WILL COMPANY BE LIABLE FOR (I) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR (II) LOSS OF PROFITS OR REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, IN EACH CASE ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. IN NO EVENT WILL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE SERVICES EXCEED AN AMOUNT GREATER OF THE FEES PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 3 MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
3. THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
4. Zero Liability for Free Trials. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO A FREE TRIAL SHALL BE USD $0.
Term and Termination
1. Term. These Terms commence on the date you first accept them and will remain in effect until terminated as set out below. The subscription term for each Service will be as set forth in the applicable Order. Unless otherwise stated in the applicable Order, subscriptions renew automatically for successive periods equal to the then-current subscription term. To prevent renewal, Customer must provide written notice of termination by email to support@clerx.ai at least thirty (30) days prior to the end of the then-current subscription term. Notices received fewer than thirty (30) days before the end of the then-current term will be effective as of the end of the next renewal term.
2. Termination. We may suspend or terminate your access to the Services at any time at our discretion and without notice if You do not comply with these Terms. In addition, either party may terminate these Terms immediately by giving written notice to the other party if: (i) the other party breaches a material provision of these Terms and fails to cure the breach within seven days after being given written notice thereof; (ii) the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party; or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.
3. Consequences of termination. Upon termination of the Services to You, the Account will be terminated, and from the date of termination You will no longer be able to access your Account. Customer will immediately cease use of the Platform and any Service, each party shall return to the other party or destroy (at disclosing party’s option) all of the other party’s Confidential Information in its possession and any outstanding undisputed Fees shall become due and payable.
4. Survival. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, the Intellectual Property Rights; Confidentiality; Feedback, Disclaimers of Warranties, Limitation of Liability, Governing Law and Jurisdiction and General sections, will survive the termination or expiration of the Terms.
Dispute Resolution; Arbitration; Attorneys’ Fees
1. Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, any Order, or their interpretation, performance, breach, termination, or validity (each, a “Dispute”) will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The seat and legal place of arbitration will be New York County, New York, and the arbitration will be conducted before a single arbitrator.
2. The parties will attempt in good faith to mutually select the arbitrator within ten (10) days after a written demand for arbitration is served. If the parties do not agree within that period, the arbitrator will be appointed in accordance with the AAA rules.
3. The arbitration will be conducted virtually by default, unless the arbitrator determines that an in person hearing is necessary, in which case it will take place in New York City. Judgment on the award may be entered in any court of competent jurisdiction.
4. Notwithstanding the foregoing, either party may seek temporary, preliminary, or injunctive relief in a court of competent jurisdiction to prevent actual or threatened misuse of the other party’s intellectual property, breach of confidentiality, or unauthorized use of brand materials, and any such request will not waive this arbitration provision.
5. Prevailing Party Fees. The prevailing party in any arbitration or court proceeding permitted under this Section will be entitled to recover its reasonable attorneys’ fees and costs (including arbitrator and AAA fees), in addition to any other relief awarded.
Governing Law and Jurisdiction
Except as provided in the Dispute Resolution; Arbitration; Attorneys’ Fees section, these Terms are governed by the laws of the state of New York excluding rules as to choice and conflicts of law. Subject to the Dispute Resolution; Arbitration; Attorneys’ Fees section, the courts located in New York County, New York will have jurisdiction over any court proceedings permitted under that section (including injunctive relief and enforcement of arbitration awards). You and Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
General
1. Export Restrictions. The Services may be subject to export laws and regulations of the United States and other jurisdictions. You will not permit Users to access or use the Services in any country which is subject to an embargo by the United States and shall not use the Services in violation of any other export restriction. In addition, You shall not provide the Services to persons on the United States Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
2. Changes to Terms. Company may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Platform website. You are responsible for checking the website regularly for such changes. By continuing to access or use the Services you agree to be bound by the revised Terms. For clarity, changes to fees are governed by the Price Changes section and the applicable Order.
3. Severability. If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.
4. Waiver. No waiver by us of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.
5. Relationship. Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and Company.
6. Entire Agreement. These Terms contain the entire agreement between Company and You relating to your use of the Services and supersedes any and all prior agreements between Company and You in relation to the same. You confirm that, in agreeing to accept these Terms, You have not relied on any representation except as has expressly been made by Company in these Terms.
7. Assignment. You may not assign your rights or delegate your obligations under these Terms without Company’s prior written consent. Any purported assignment contrary to this section will be null and void. Company may assign its obligations hereunder among the various Company entities within the Company Inc. group, by a change to the definition of Company hereunder which change will become effective upon posting on the Platform website.
8. No Third Party Rights. There are no third-party beneficiaries to these Terms. Without limiting this section, Users are not third-party beneficiaries to your rights under these Terms.
9. Publicity. Company may issue publicity or general marketing communications concerning its involvement with the Customer, including a case study, and Customer agrees to reasonably cooperate with and contribute to such case study.
10. Force Majeure. Neither party will be liable for any delay or failure to perform (except payment obligations) due to causes beyond its reasonable control, including acts of God, labor disputes, war, terrorism, civil unrest, government action, internet or telecommunications failures, power outages, and failures of third-party hosting, carriers, or service providers.
11. Limitation Period. No action arising out of or relating to these Terms or the Services may be brought more than one (1) year after the cause of action accrues.