Platform Terms of Service

1. Definitions

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests or the power to direct management.
• "Authorized User" means an employee, contractor, or other individual authorized by Customer to access and use the Services on Customer’s behalf, subject to the restrictions and limits set out in this Agreement and the applicable Order Form.
• "Customer Data" means any data, information, content, records, files, materials, or other information submitted, uploaded, transmitted, or otherwise made available by or on behalf of Customer through the Services, excluding Usage Data and ClarifiVC Confidential Information.
• "Documentation" means ClarifiVC’s then-current user guides, technical documentation, and standard usage instructions for the Services that ClarifiVC makes generally available to customers.
• "Order Form" means an ordering document, online ordering page, quote, statement of work, or other written or electronic ordering instrument executed by the parties or accepted by Customer that identifies the Services, Subscription Term, fees, and any applicable usage limits or commercial terms.
• "Professional Services" means implementation, configuration, onboarding, training, consulting, or other professional services expressly identified in an Order Form or statement of work.
• "Services" means ClarifiVC’s hosted software-as-a-service offerings, platform functionality, related applications, APIs, Documentation, and any Professional Services identified in an Order Form, as may be updated by ClarifiVC from time to time.
• "Subscription Term" means the initial subscription term and any renewal term set out in the applicable Order Form.
• "Usage Data" means technical logs, metadata, telemetry, account usage information, analytics, and other data derived from the operation or use of the Services that does not identify Customer or any natural person as the source, except as required to provide the Services.

2. Scope of Services and Access Rights

Subject to Customer’s compliance with this Agreement and timely payment of all fees, ClarifiVC grants Customer during the applicable Subscription Term a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services and permit Authorized Users to access and use the Services solely for Customer’s internal business purposes and in accordance with the Documentation, applicable usage limits, and the applicable Order Form.

Customer may permit its Affiliates to use the Services only if expressly authorized in the applicable Order Form. If an Affiliate places its own Order Form or otherwise uses the Services, references in this Agreement to Customer will apply separately to that Affiliate with respect to its Order Form or use.

ClarifiVC may update, enhance, modify, or replace features and functionality of the Services from time to time, provided that ClarifiVC will not materially reduce the core functionality of the Services purchased by Customer during the applicable Subscription Term.

3. Account Administration and Authorized Users

Customer is responsible for all acts and omissions of its Authorized Users and anyone who accesses the Services using Customer’s or its Authorized Users’ credentials. Customer will ensure that Authorized Users comply with this Agreement.

Customer is responsible for: (a) maintaining the confidentiality of account credentials; (b) designating and managing Authorized User permissions; (c) the accuracy of account and registration information; and (d) promptly notifying ClarifiVC of any suspected unauthorized access, misuse, or security incident involving Customer’s account.

Customer will use commercially reasonable efforts to prevent unauthorized access to or use of the Services and will promptly notify ClarifiVC of any such unauthorized access or use.

4. Restrictions

Customer will not, and will not permit any third party to:

• use the Services except as expressly permitted by this Agreement;
• sell, resell, license, sublicense, distribute, make available, rent, lease, timeshare, or otherwise provide access to the Services to any third party, except for Authorized Users as expressly permitted;
• copy, reproduce, modify, adapt, translate, or create derivative works of the Services or Documentation, except as expressly permitted by this Agreement;
• reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive source code, object code, underlying ideas, structure, or algorithms of the Services, except to the extent this restriction is prohibited by applicable law;
• access or use the Services to build, train, improve, or support a competing product or service, or for benchmarking, competitive analysis, or public comparative testing purposes without ClarifiVC’s prior written consent;
• remove, alter, or obscure any proprietary notices appearing in or on the Services or Documentation;
• use the Services in violation of any applicable law, regulation, or third-party right;
• interfere with or disrupt the integrity, performance, or security of the Services or related systems or networks;
• transmit through the Services any viruses, malware, or other harmful code; or
• circumvent or attempt to circumvent any usage limits, access controls, or security protections of the Services.

5. Customer Responsibilities

Customer is solely responsible for: (a) all Customer Data, including its accuracy, quality, legality, and the means by which Customer acquired it; (b) obtaining and maintaining all required rights, consents, and permissions necessary for ClarifiVC to process Customer Data as contemplated by this Agreement; (c) Customer’s configurations, business decisions, and use of outputs from the Services; and (d) maintaining systems, internet access, and technical environment necessary to use the Services.

Customer will not submit to the Services any Customer Data that is subject to special legal or regulatory requirements unless expressly agreed by ClarifiVC in writing, including protected health information under HIPAA, payment card data subject to PCI DSS, or classified or export-controlled information, except to the extent the applicable Order Form expressly states that the Services are designed to support such data.

Customer acknowledges that the Services may depend on Customer’s timely cooperation, including provision of information, access, approvals, and decisions, and ClarifiVC will not be responsible for delays caused by Customer.

6. Professional Services

If ClarifiVC provides Professional Services, those Professional Services will be described in the applicable Order Form or statement of work. Unless otherwise stated in the applicable Order Form or statement of work, Professional Services will be performed in a professional and workmanlike manner by personnel with appropriate skills and experience.

Customer will provide timely cooperation, personnel, information, and access reasonably requested by ClarifiVC in connection with Professional Services.

Unless otherwise expressly stated in the applicable Order Form or statement of work, all Professional Services are accepted upon performance.

7. Fees and Payment

Customer will pay all fees set out in each Order Form. Except as otherwise expressly stated in this Agreement or the applicable Order Form, all fees are quoted and payable in U.S. dollars, are non-cancelable, and are non-refundable.

Unless otherwise stated in the applicable Order Form, ClarifiVC will invoice Customer annually in advance for subscription fees and monthly in arrears for any usage-based fees, overages, or reimbursable amounts. Customer will pay undisputed invoices within thirty (30) days after the invoice date.

If Customer fails to pay any undisputed amount when due, ClarifiVC may, after giving at least ten (10) days’ written notice, suspend access to the Services until all past-due amounts are paid in full. ClarifiVC may charge interest on overdue amounts at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.

Customer is responsible for all sales, use, excise, value-added, withholding, and other taxes, duties, and governmental charges arising from the Agreement or Customer’s use of the Services, excluding taxes based on ClarifiVC’s net income, property, or employees. If Customer is required by law to withhold taxes from any payment, Customer will gross up the payment so that ClarifiVC receives the full amount invoiced, unless an applicable tax treaty or exemption applies and Customer provides reasonable supporting documentation.

Except as otherwise stated in the applicable Order Form, ClarifiVC may increase fees for any renewal term by providing notice before the renewal term begins.

8. Subscription Term and Renewal

This Agreement begins on the effective date of the first Order Form and continues until all Order Forms have expired or been terminated.

Each Order Form will remain in effect for the applicable Subscription Term. Unless otherwise stated in the applicable Order Form, each Order Form will automatically renew for successive one-year renewal terms unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Renewal of promotional or discounted pricing is at ClarifiVC’s discretion unless expressly stated otherwise in the applicable Order Form.

9. Suspension

ClarifiVC may suspend Customer’s or any Authorized User’s access to all or part of the Services immediately upon notice if: (a) Customer is in material breach of this Agreement; (b) Customer’s account is delinquent as described in Section 7; (c) Customer’s or an Authorized User’s use of the Services poses a security risk, may adversely impact the Services or other customers, or may subject ClarifiVC or any third party to liability; or (d) suspension is required by law or a governmental order.

Where practicable, ClarifiVC will limit any suspension to the affected account, user, or portion of the Services and will restore access promptly after the issue is resolved.

10. Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants ClarifiVC and its subprocessors a non-exclusive, worldwide, limited-term right to host, copy, transmit, process, display, modify, and otherwise use Customer Data solely as necessary to provide, secure, maintain, support, and improve the Services, to perform Professional Services, to prevent fraud or misuse, and to comply with applicable law.

Customer acknowledges that use of the Services may depend on transmission of Customer Data over communications networks and facilities that are not under ClarifiVC’s control. ClarifiVC is not responsible for delays, corruption, interception, alteration, or loss of Customer Data occurring outside ClarifiVC’s systems, except to the extent caused by ClarifiVC’s breach of this Agreement.

ClarifiVC may generate and use Usage Data during and after the term of this Agreement for its lawful business purposes, including analytics, security, product improvement, and reporting, provided that Usage Data will not disclose Customer’s Confidential Information except as permitted by this Agreement.

11. Security and Privacy

ClarifiVC will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure.

ClarifiVC may engage subprocessors to assist in providing the Services, provided that ClarifiVC remains responsible for their performance to the same extent it would be responsible if performing the relevant obligations directly.

To the extent ClarifiVC processes personal information on behalf of Customer, the parties will comply with any applicable data processing addendum or privacy addendum referenced in the applicable Order Form or made available by ClarifiVC.

12. Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by or on behalf of one party (the "Disclosing Party") to the other party (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. ClarifiVC’s Confidential Information includes the Services, Documentation, non-public pricing, product plans, security information, and technical information. Customer’s Confidential Information includes Customer Data and non-public business information made available to ClarifiVC.

Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party without confidentiality obligation before receipt from the Disclosing Party; (c) is received from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of or reference to the Disclosing Party’s Confidential Information.

The Receiving Party will: (i) use the Disclosing Party’s Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement; (ii) protect the Disclosing Party’s Confidential Information using at least reasonable care and no less than the care it uses to protect its own confidential information of similar nature; and (iii) disclose the Disclosing Party’s Confidential Information only to its employees, contractors, Affiliates, advisors, and service providers who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, subpoena, or court order, provided that, unless prohibited by law, the Receiving Party gives the Disclosing Party prompt written notice and reasonable cooperation, at the Disclosing Party’s expense, to seek confidential treatment or a protective order.

13. Intellectual Property; Feedback

ClarifiVC and its licensors retain all right, title, and interest in and to the Services, Documentation, Usage Data, and all related intellectual property rights, including all modifications, updates, enhancements, configurations, derivative works, and improvements thereof, whether or not made in connection with this Agreement. No rights are granted to Customer other than the limited rights expressly stated in this Agreement.

If ClarifiVC provides Professional Services, ClarifiVC will own all deliverables, work product, methodologies, software, documentation, and other materials created, developed, or delivered by or on behalf of ClarifiVC in connection with the Professional Services, subject to Customer’s limited right to use any such deliverables solely as part of the authorized use of the Services during the applicable Subscription Term, unless otherwise expressly stated in the applicable Order Form.

If Customer or any Authorized User provides any suggestions, ideas, enhancement requests, recommendations, or other feedback relating to the Services, Customer grants ClarifiVC a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up right and license to use, disclose, reproduce, modify, distribute, perform, display, and otherwise exploit that feedback for any lawful purpose without restriction or obligation.

14. Representations and Warranties

Each party represents and warrants that: (a) it has the full right, power, and authority to enter into this Agreement; (b) this Agreement is binding and enforceable against it in accordance with its terms; and (c) it will comply with all laws applicable to its performance under this Agreement.

ClarifiVC warrants that during the applicable Subscription Term the Services will perform in all material respects in accordance with the Documentation when used in accordance with this Agreement.

ClarifiVC’s sole obligation, and Customer’s exclusive remedy, for any breach of the warranty in this Section will be for ClarifiVC to use commercially reasonable efforts to correct the non-conformity. If ClarifiVC is unable to do so within a reasonable period after receiving written notice from Customer describing the non-conformity in reasonable detail, either party may terminate the affected Order Form, and ClarifiVC will refund any prepaid fees covering the terminated portion of the Subscription Term after the effective date of termination.

The warranties in this Section do not apply to the extent any non-conformity results from: (i) Customer Data; (ii) Customer’s or a third party’s systems, software, or services not provided by ClarifiVC; (iii) misuse of the Services; (iv) unauthorized modifications to the Services; or (v) use of the Services contrary to the Documentation or this Agreement.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES, PROFESSIONAL SERVICES, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND CLARIFIVC DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CLARIFIVC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL DEFECTS WILL BE CORRECTED.

15. Third-Party Claims

15.1 ClarifiVC Indemnification

ClarifiVC will defend Customer against any third-party claim alleging that Customer’s authorized use of the Services as provided by ClarifiVC infringes or misappropriates that third party’s U.S. intellectual property rights, and ClarifiVC will indemnify Customer against any damages, costs, and reasonable attorneys’ fees finally awarded by a court of competent jurisdiction or agreed in settlement by ClarifiVC resulting from such claim.

ClarifiVC’s obligations under this Section are subject to Customer: (a) promptly notifying ClarifiVC in writing of the claim; (b) granting ClarifiVC sole control of the defense and settlement of the claim; and (c) providing reasonable cooperation at ClarifiVC’s expense. Customer may participate in the defense with its own counsel at its own expense.

ClarifiVC will have no obligation under this Section to the extent a claim arises from: (i) Customer Data; (ii) Customer’s use of the Services in combination with products, services, data, or processes not provided by ClarifiVC, if the claim would not have arisen but for that combination; (iii) modifications to the Services not made by ClarifiVC; (iv) use of the Services contrary to this Agreement or the Documentation; or (v) any Third-Party Services.

If the Services are, or in ClarifiVC’s opinion are likely to be, subject to an infringement or misappropriation claim, ClarifiVC may at its option: (1) procure the right for Customer to continue using the affected Services; (2) modify or replace the affected Services so that they are non-infringing without materially reducing their functionality; or (3) terminate the affected Order Form and refund prepaid fees for the terminated portion of the Subscription Term. This Section states ClarifiVC’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for any infringement or misappropriation claim covered by this Section.

15.2 Customer Indemnification

Customer will defend, indemnify, and hold harmless ClarifiVC and its Affiliates, and each of their respective officers, directors, employees, contractors, agents, successors, and assigns, from and against any third-party claim, action, or proceeding, and any resulting damages, costs, and reasonable attorneys’ fees, arising out of or relating to: (a) Customer Data; (b) Customer’s or any Authorized User’s use of the Services in violation of this Agreement, the Documentation, or applicable law; (c) Customer’s products, services, or business operations; or (d) any allegation that Customer Data or ClarifiVC’s authorized processing of Customer Data infringes, misappropriates, or violates any third-party right or applicable law.

ClarifiVC must: (i) promptly notify Customer in writing of the claim; (ii) grant Customer sole control of the defense and settlement of the claim; and (iii) provide reasonable cooperation at Customer’s expense. ClarifiVC may participate in the defense with its own counsel at its own expense. Customer may not settle any claim in a manner that admits fault or imposes liability or obligations on ClarifiVC without ClarifiVC’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO CLARIFIVC UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO: (A) CUSTOMER’S PAYMENT OBLIGATIONS; (B) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; (C) CUSTOMER’S BREACH OF SECTION 4 (RESTRICTIONS); OR (D) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15.2.

17. Termination

Either party may terminate this Agreement or an affected Order Form for cause if the other party materially breaches this Agreement and fails to cure that breach within thirty (30) days after receiving written notice describing the breach in reasonable detail. ClarifiVC may terminate this Agreement or an affected Order Form immediately upon written notice if Customer materially breaches Section 4.

ClarifiVC may terminate this Agreement or any Order Form immediately upon written notice if Customer becomes insolvent, makes an assignment for the benefit of creditors, becomes subject to bankruptcy, receivership, liquidation, or similar proceedings, or ceases to do business in the ordinary course.

Upon expiration or termination of this Agreement or any Order Form: (a) all rights granted to Customer under the terminated Agreement or Order Form will immediately end; (b) Customer will cease using the affected Services; and (c) Customer will pay all fees accrued through the effective date of expiration or termination.

If Customer terminates this Agreement or an Order Form for ClarifiVC’s uncured material breach, ClarifiVC will refund any prepaid fees covering the terminated portion of the applicable Subscription Term after the effective date of termination. If ClarifiVC terminates this Agreement or an Order Form for Customer’s uncured material breach, Customer will pay any unpaid fees covering the remainder of the then-current Subscription Term for the terminated Order Form.

For up to thirty (30) days following expiration or termination of the applicable Order Form, ClarifiVC will make Customer Data available for export or retrieval using ClarifiVC’s standard export functionality, provided Customer has paid all undisputed fees due. After that period, ClarifiVC may delete Customer Data unless otherwise required by law or agreed in writing.

18. Publicity

Unless otherwise stated in the applicable Order Form, ClarifiVC may identify Customer as a customer of ClarifiVC and use Customer’s name and logo in ClarifiVC’s customer lists, website, and promotional materials, subject to Customer’s trademark usage guidelines provided to ClarifiVC. ClarifiVC will cease such use upon Customer’s written request.

19. Governing Law; Venue

This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the relationship of the parties will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws rules.

The state and federal courts located in Oakland, California will have exclusive jurisdiction over any legal action or proceeding arising out of or relating to this Agreement, and each party irrevocably submits to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum or improper venue.

20. Notices

Any notice required or permitted under this Agreement must be in writing and will be deemed given: (a) when delivered personally; (b) one business day after being sent by nationally recognized overnight courier; or (c) three business days after being sent by certified or registered U.S. mail, return receipt requested, postage prepaid, in each case to the address set out in the applicable Order Form or to any other address designated by notice.

ClarifiVC may also send operational notices to Customer by email to Customer’s designated account contact, and such notices will be effective when sent. Customer may send legal notices to ClarifiVC at:

21. Miscellaneous

This Agreement, together with all Order Forms and any documents expressly incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous proposals, understandings, communications, and agreements relating to that subject matter.

In the event of a conflict between these Terms and an Order Form, the Order Form will control solely with respect to the subject matter of that Order Form.

Neither party will be liable for any delay or failure to perform due to causes beyond its reasonable control, including natural disasters, labor disputes, war, terrorism, civil unrest, internet or telecommunications failures, denial-of-service attacks, governmental actions, or failures of suppliers or service providers, except that this Section will not excuse Customer’s payment obligations.

Customer may not assign, transfer, delegate, or subcontract this Agreement or any rights or obligations under this Agreement, whether by operation of law or otherwise, without ClarifiVC’s prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of Customer’s assets, provided the assignee is not a direct competitor of ClarifiVC and agrees in writing to be bound by this Agreement. Any prohibited assignment is void. ClarifiVC may assign this Agreement without Customer’s consent.

No waiver will be effective unless in writing and signed by the party granting the waiver. A waiver of any breach or default will not be a waiver of any other breach or default.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid, illegal, or unenforceable provision will be enforced to the maximum extent permitted by law.

The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, fiduciary, or employment relationship between the parties.

This Agreement may be executed electronically and in counterparts, each of which is deemed an original and all of which together form one instrument.