Terms & Conditions

Overview

These Terms of Service (the "Terms") govern access to and use of the Clausey, LLC. ("Clausey," "Company," "We," "Us" or "Our") website, applications, plug-ins, and related services (collectively, the "Service"). Website visitors are referred to in these terms as "Site Visitors" and individuals or entities who use the Service or create an account ("Account") and their Authorized Users are collectively referred to as "Customers". Customers and Site Visitors may be referred to in these Terms as "you" and "your" as applicable. If you do not agree, you must discontinue use immediately.

These Terms are in addition to, and do not nullify, any other agreement between you and us or any other applicable terms and conditions found on the Service. If you are a paid Customer ("Paid Customer") and you or your organization are bound by an Enterprise Services Agreement with Clausey ("Enterprise Terms"), then these Terms will apply, if at all, only to use of the Service to the extent such use is not already governed by those Enterprise Terms.

1. Acceptance of Terms

By using the Service, you as a Site Visitor or Customer accept and agree to follow and be bound by these Terms (whether on behalf of yourself or a legal entity you represent). You also agree to comply with all applicable laws and regulations, as well as all rules or restrictions that are posted on the Service. If you do not agree to these Terms, you are not authorized and must cease using the service immediately.

2. About Clausey

Clausey provides a digital contracting platform that allows its customers to create, collaborate on, negotiate, and execute contracts, and turn agreements into operational business intelligence.

You understand and agree that Clausey is not a law firm or an attorney, may not perform services performed by an attorney, and is not the substitute for the advice or services of an attorney. Any information contained on the Service is not legal advice and is not guaranteed to be correct, complete or up-to-date. No attorney-client relationship or privilege is created with Clausey. If you need legal advice for your specific problem, you should consult a licensed attorney in your area.

3. Eligibility

You agree that by using the Service you are at least 18 years of age and you are legally able to enter into a contract.

If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity's behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity).

If Clausey has previously prohibited you from accessing the Service, you are not permitted to access or use the Service.

4. Account Registration and Security

You must provide accurate and complete information during account registration and keep your credentials secure. You are responsible for all activity under your account. Unauthorized account use must be reported to Clausey immediately.

Company does not require users to create a new username or password. Instead, users can authenticate and log in using their existing Google, Apple, or Microsoft accounts. Users are responsible for securing their third-party authentication credentials.

Company shall not be liable for any losses you incur as a result of someone else's use of your account or password, either with or without your knowledge. You may be held liable for any losses incurred by Clausey, our affiliates, officers, directors, employees, consultants, agents and representatives due to someone else's use of your account or password.

5. Intellectual Property Rights

The Service is owned and operated by Clausey, LLC., and contains materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties. Except as otherwise expressly provided by Clausey, none of the Service may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on the Service shall be construed to confer any license under any of Clausey's intellectual property rights.

The Service is also protected as a collective work or compilation under copyright and other laws and treaties. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type shall, as between you and Clausey, at all times be and remain the sole and exclusive property of Clausey.

Upon your acceptance of these Terms, we grant you a limited, non-exclusive, non-sublicensable, and non-assignable license to access and use the Service for your internal purposes and only as expressly permitted in these Terms. Any violation by you of the license provisions may result in the immediate termination of your right to use the Service, as well as potential liability for copyright infringement.

6. Copyright

Clausey respects copyright law and expects its Site Visitors and Customers to do the same. If you believe that any content or material on the Service infringes copyrights you own, please notify us by contacting legal@clausey.ai.

7. User Comments, Feedback and Other Submissions

If, at our request, you send certain specific submissions or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, "Comments"), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate, and otherwise use in any medium any Comments that you forward to us.

You agree that your Comments will not violate any right of any third party, including copyright, trademark, privacy, personality or other personal or proprietary right. You are solely responsible for any Comments you make and their accuracy.

8. Use Restrictions

By using the Service, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:

• Is illegal, or violates any federal, state, or local law or regulation
• Advocates illegal activity or discusses illegal activities with the intent to commit them
• Violates any third-party right, including right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights
• Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, or otherwise objectionable
• Interferes with any other party's use and enjoyment of the Service
• Attempts to impersonate another person or entity
• Accesses or uses the Account of another Customer or Paid Customer without permission
• Distributes computer viruses or other code that interrupt, destroy, or limit the functionality of any computer software or hardware
• Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Service
• "Hacks" or accesses without permission our proprietary or confidential records
• Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Service
• Removes, circumvents, disables, damages, or otherwise interferes with security-related features
• Uses automated or manual means to violate the restrictions in any robot exclusion headers on the Service
• Modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Service
• Uses the Service for benchmarking, or to compile information for a product or service

In addition, you shall not, and shall not permit others to:

• Use the Service or allow access to it in a manner that circumvents contractual usage restrictions
• License, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share any portion of the Service
• Access or use the Service for the purpose of developing competing products or allowing access by a direct competitor of Clausey
• Frame the Service, place pop-up windows over its pages, or otherwise affect the display of its pages

9. Privacy and Data Protection

You acknowledge that the information you provide to us or that we collect will be used and protected as described in the Clausey Privacy Policy. You acknowledge and agree that we may access, preserve, or share any of your information when we believe in good faith that such sharing is reasonably necessary to investigate, prevent, or take action regarding possible illegal activities or to comply with legal process.

Data Collection and Usage

Clausey collects and processes data in accordance with its Privacy Policy. By using the Service, you consent to this data collection and usage. Clausey complies with all applicable U.S. state privacy laws, including but not limited to the California Consumer Privacy Act (CCPA), the Virginia Consumer Data Protection Act (VCDPA), the Colorado Privacy Act (CPA), the Connecticut Data Privacy Act (CTDPA), and the Utah Consumer Privacy Act (UCPA).

Third-Party Data Processing Partnership

To best protect data and privacy, we partner with Anthropic and have established a Data Processing Addendum (DPA) with Anthropic. This partnership ensures that your data is processed in accordance with industry best practices and applicable privacy regulations.

Authentication and Credential Protection

To protect users' usernames and credentials, Clausey implements OAuth 2.0 authentication protocols. We use secure authentication services provided by Google and Microsoft, which means your login credentials are never directly stored or processed by Clausey's systems.

10. Customer Data

You are responsible for the data and information that you or your Authorized Users input or upload into the Service ("Customer Data"). You are further responsible for obtaining any necessary rights and licenses for use of the Customer Data. You authorize Clausey to access, process, and use the Customer Data as necessary to provide the Service to you.

11. Fees

Clausey reserves the right in the future to require payment of fees for certain or all aspects of the Service, change prices, or institute new charges, upon notice to you. Your use of the Service following such notification constitutes your acceptance of any new or increased charges.

12. Modification of the Service

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice. We shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

13. Term and Termination

These Terms are effective unless and until terminated by either you or us. You may terminate your use of the Service at any time by ceasing further use of the Service. Clausey is also free to terminate (or suspend access to) your use of the Service or your account, for any reason in our discretion, including your breach of these Terms.

If these Terms expire or are terminated for any reason: (a) any and all of your liabilities to Clausey that have accrued before the effective date will survive; (b) licenses and use rights granted to you will immediately terminate; (c) Clausey's obligation to provide any further services will immediately terminate. Any provisions that, by their nature, should survive termination shall survive termination.

14. Third Party Content

We may provide, or third parties may provide, links to other third-party websites, services, or resources that are beyond our control. We make no representations or endorsements as to the quality, suitability, functionality, or legality of any third-party content. CLAUSEY IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE SERVICE.

15. Indemnification

You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including attorneys' fees) arising from or related to: (a) your access to and use of the Service; (b) violation of these Terms by you; (c) infringement of any intellectual property or other right by you; (d) the nature and content of all Customer data processed by the Service; or (e) any products or services purchased or obtained by you in connection with the Service.

16. Limitations of Liability

To the fullest extent allowed by applicable law, Clausey, its affiliates, its subsidiaries, and its third-party service providers shall not be liable to you or any third parties for any direct, indirect, punitive, special, incidental, consequential, or exemplary damages, however it arises, regardless of the type of claim or the nature of the cause of action.

Under no circumstances will the total aggregate amount that Clausey is liable to you exceed the greater of (i) $100.00 or (ii) the amounts paid by you to Clausey in connection with the service in the twelve (12) month period preceding the event on which your claim is based.

17. Relationship of the Parties

At all times, you and Clausey are independent contractors, and are not the agents or representatives of the other. These Terms are not intended to create a joint venture, partnership, or franchise relationship between the parties.

18. Governing Law

These Terms and any disputes arising out of or related to them shall be governed by and construed in accordance with the laws of the United States and the State of Texas, without regard to its conflict-of-law principles. Any legal actions not resolved through arbitration shall be brought exclusively in the state or federal courts located in Houston, Texas.

19. General

Electronic Communications. You agree to receive all communications, agreements, and notices that we provide in connection with the Service via electronic means, including by e-mail, text, in-product notifications, or by posting them on the Service.

Assignability. You may not assign your rights or obligations without Clausey's prior written consent. Clausey may, at any time, freely assign its rights, duties, and obligations without notice to you.

Force Majeure. Neither party will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of such party, which may include denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages, internet connectivity.

Venue. Any claim or dispute between you and Clausey that arises out of or is related to the Service shall be decided exclusively by a court of competent jurisdiction located in Houston, Texas.

Entire Agreement. These Terms and any documents expressly incorporated by reference constitute the final, complete, and exclusive expression of the agreement between you and Clausey regarding the Service.

Waiver. The waiver by either you or Clausey of any breach of any provision of these Terms does not waive any other breach.

Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions will remain in full force and effect.

Interpretation. Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.

20. Changes to Terms of Service

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms. The most current version of the Terms will be posted on the Service. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means. Your continued use of the Service following the effective date of any changes constitutes acceptance of those changes.

21. How to Contact Us

If you have any questions or concerns about the Service or these Terms, please contact us at support@clausey.ai.