1. Acceptance of Terms
1.1 ClearStory Data Inc. (“ClearStory Data”) provides this Solution (as defined below) to you through https://app.clearstorydata.com (the “Solution”), subject to this Terms of Service agreement (“TOS”). By accepting this TOS agreement or by accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by this TOS. To use ClearStory Data’s Solution, you must be part of a company, business or other legal entity, and thereby you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
Prior to activating your Solution, ClearStory Data reserves the right to validate you are part of a business entity via your email address acknowledgement and activation.
1.2 ClearStory Data reserves the right to update or change this TOS from time to time. You will receive an updated TOS should a change to this TOS be made. The revised terms and conditions will become effective upon receipt and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to stop accessing and using the Service.
1.3 The ClearStory Data Solution is for commercial use for the Term (time period) as specified in the provided Order Form. The ClearStory Data Solution is also restricted to the type and number of unique users as specified in the Order Form.
2. Description of Service
2.1 Activation of the ClearStory Data Solution for the type and number of users specified in the Order Form or Form Subission, requires execution of an Order Form for payment. Users include you and other members in your organization that you choose to collaborate with through the ClearStory solution. Should you require additional data or users, please contact email@example.com.
To begin usage you must learn how to use the capabilities of the Solution. To facilitate this we encourage you to use to visiting the Help area within the application that facilitates online learning of all capabilities via Help article and Video tutorials. For additional help please contact firstname.lastname@example.org.
2.2 ClearStory Data does not own and shall not be responsible for any data, information or material that you submit to the Solution in the course of using the Service (“Customer Data”). You, not ClearStory Data, shall be solely responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data, and ClearStory Data shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
2.3 During this Term of usage, the fees specified in the Order Form are noncancellable. The Trial Period may be subject to additional terms and conditions as set forth in the Service, which are hereby incorporated by reference into this TOS; any such additional Trial Period terms will govern in the event of a conflict with this TOS. ANY CUSTOMER DATA YOU PROVIDE DURING THE TRIAL PERIOD MAY BE DELETED AFTER THE TRIAL PERIOD UNLESS YOU PURCHASE A PAID SUBSCRIPTION FOR THE SAME SERVICE FEATURES BY CONTACTING AND EXECUTING A COMMERCIAL AGREEMENT via email@example.com.
3. General Conditions, Access and Use of the Service
3.1 Subject to the terms and conditions of this TOS, you may access and use the Solution only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to ClearStory Data. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks or any computers, networks, servers or accounts of third parties. You shall comply with any codes of conduct, policies or other notices ClearStory Data provides you or publishes in connection with the Service, and you shall promptly notify ClearStory Data if you learn of a security breach related to the Service. You will not use the Services in a manner that violates the terms and conditions of any third party application or other service.
3.2 Any software that may be made available by ClearStory Data in connection with the Solution (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, ClearStory Data hereby grants you a personal, non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software solely in connection with the terms of the Solution, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Solution by any means other than through the interface that is provided by ClearStory Data for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of ClearStory Data or any third party is granted to you in connection with the Service.
3.3 You are solely responsible for all Account Information (as defined below), data, information, feedback, suggestions, text, content and other materials that you enable, upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Solution (“Your Content”). You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. ClearStory Data reserves the right to access your account in order to respond to your requests for technical support and reserves the right to have one ClearStory Support User in your account for the purposes of providing Support help. By posting Your Content on or through the Service, you hereby do and shall grant ClearStory Data a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub-licensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. ClearStory Data has the right, but not the obligation, to monitor your Service, Content, or Your Content. You further agree that ClearStory Data may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.
3.4 You understand that the operation of the Solution, including Your Content, may involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to ClearStory Data’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. ClearStory Data will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
3.5 The failure of ClearStory Data to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and ClearStory Data, even though it is electronic and is not physically signed by you and ClearStory Data, and it governs your use of the Service and takes the place of any prior agreements between you and ClearStory Data.
4. Continued Usage of the Service
To the extent this Solution is used beyond the ‘Term’ period specified, you will be required to execute an Order Form Amendment or Renewal and provide ClearStory Data information regarding your credit card or other payment instrument as specified in the Order Form. You represent and warrant to ClearStory Data that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay ClearStory Data the amount that is specified in the Order Form in accordance with the terms of such plan and this TOS. You hereby authorize ClearStory Data to bill your payment instrument in advance on a periodic basis in accordance with the terms of the Order Form until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let ClearStory Data know within thirty (30) days of the executed order form. We reserve the right to change ClearStory Data’s prices. If ClearStory Data does, ClearStory Data will provide notice of the change on the Site or in email to you, at ClearStory Data’s option, at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount.
5. Representations and Warranties
5.1 You represent and warrant to ClearStory Data that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow ClearStory Data to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and ClearStory Data’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.
5.2 Mutual Warranties. Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not intentionally upload or transmit to the other party or store on the Solution(s) any Malicious Code. If any Malicious Code is transmitted by one party to the other, then such party may remove and return such code to the party which delivered it.
5.3 Restrictions. The express warranties specified above do not apply if the applicable Solution(s), Software, Professional Services, or any portion thereof: (i) has been altered, except by or on behalf of ClearStory; (ii) has not been used, installed, operated, repaired, or maintained in accordance with this Agreement and/or Documentation; (iii) has been subjected to abnormal misuse, negligence, or accident; (iv) is used on equipment, products, or systems not meeting specifications identified by ClearStory in the applicable Documentation; or (v) is licensed, for beta, evaluation, or testing purposes. Additionally, the warranties set forth herein only apply when notice of a warranty claim is provided to ClearStory within the applicable warranty period specified herein and do not apply to any bug, defect or error caused by or attributable to software not supplied by ClearStory.
5.4 Disclaimer. ClearStory does not warrant that Customer’s use of Solution(s) will be uninterrupted or error-free, nor does ClearStory warrant that it will review the Customer Data for accuracy or that it will preserve or maintain the Customer Data without loss. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY PROVIDES ANY WARRANTIES OF ANY KIND WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW
Subject to the terms herein, ClearStory, shall defend, and indemnify and hold harmless Customer and Authorized Users, and their respective officers, directors and employees (“Customer Indemnitees”) from any and all costs, expenses, losses, damages, and settlement amounts required to settle, any third party claims brought against Customer Indemnitees to the extent such third party has claimed that the use of Solution(s) (including without limitation any relevant Premise Software components) as permitted herein infringes, misappropriates or violates any third party intellectual property or other proprietary right, provided that Customer Indemnitees: (a) give ClearStory prompt written notice of any such claim; (b) permit ClearStory to control and direct the defense or settlement of any such claim; and (c) provide ClearStory all reasonable assistance in connection with the defense or settlement of any such claim, at ClearStory’s expense. Notwithstanding the foregoing, ClearStory shall have no obligations under this Section to the extent any infringement claim is based upon or arises out of: (aa) any modification or alteration to the Solution(s) not made by ClearStory or its contractors or otherwise authorized by ClearStory in writing; (bb) any combination or use of the Solution(s) with products or services not approved by ClearStory in writing; (cc) Customer’s continuance of allegedly infringing activity for an unreasonable period after being notified thereof; (dd) Customer’s failure to use Upgrades made available by ClearStory; and/or (ee) use of the Solution(s) not in accordance with the applicable Documentation or outside the scope of the licenses granted under this Agreement. If such a claim occurs, or in ClearStory’s opinion is reasonably likely to occur, ClearStory, at its expense and at its sole discretion, may: (x) procure the right to allow Customer Indemnitees to continue to use the infringing portions of relevant Solution(s), or (y) modify or replace the relevant Solution(s) or infringing portions thereof to become non-infringing, or (z) if neither (x) nor (y) is available on commercially reasonable terms, terminate Customer’s right to use the relevant Solution(s) and refund any prepaid, unused subscription fees paid by Customer for the balance of the Subscription Term. Subject to the terms herein, Customer shall defend, and indemnify and hold harmless ClearStory and its officers, directors and employees (“ClearStory Indemnitees”) from any and all costs, expenses, losses, damages, and settlement amounts required to settle, any third party claims brought against ClearStory Indemnitees that the Customer Data or Customer’s use of the Solution(s) is in violation of this Agreement, infringes, misappropriates, or violates the intellectual property or other proprietary rights of a third party or violates applicable law, provided that ClearStory Indemnitees: (xx) gives Customer prompt written notice of any such claim; (yy) permits Customer to control and direct the defense or settlement of any such claim; and (zz) provides Customer all reasonable assistance in connection with the defense or settlement of any such claim, at Customer’s expense. The remedies set forth in this Section constitute the indemnitees’ sole and exclusive remedies, and indemnitor’s entire liability, with respect to claims described in this section.
Limitation of Liability. IN NO EVENT WILL CUSTOMER OR CLEARSTORY OR CLEARSTORY’S LICENSORS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE SOLUTION(s), PROFESSIONAL SERVICES OR OTHERWISE ARISING IN CONNECTION WITH THIS AGREEMENT (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT TORT OR OTHERWISE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY OR CLEARSTORY’S LICENSORS OR SUPPLIERS ARISING IN CONNECTION WITH THIS AGREEMENT (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED FEES PAID OR DUE TO CLEARSTORY (OR ITS RESELLER) FOR THE RELEVANT SERVICE IN THE PRECEDING TWELVE (12) MONTHS. NOTWITHSTANDING THE FOREGOING, THE LIABILITY LIMITATIONS DESCRIBED HEREIN SHALL NOT APPLY TO ANY LIABILITY ARISING FROM A PARTY’S BREACH OF SECTION 5 (REPRESENTATIONS AND WARRANTIES) OR ANY INDEMNITY OBLIGATIONS DESCRIBED HEREIN.