By creating an account, clicking “I Agree,” or otherwise accessing or using the Service, you represent and warrant that (a) you have the legal authority to bind the entity on whose behalf you are accepting these Terms; (b) you have read and understand these Terms; and (c) you agree to be bound by these Terms on behalf of such entity.
If you are accepting these Terms on behalf of an organization, “Customer” refers to that organization, and you represent that you have the authority to bind that organization to these Terms. If you do not have such authority, you must not accept these Terms or use the Service.
Clarita provides a cloud-based platform for managing, tracking, and organizing certificates of insurance. The Service may include features for uploading and storing certificates, monitoring coverage compliance, sending automated notifications, generating reports, and integrating with third-party systems.
Clarita will use commercially reasonable efforts to make the Service available 99.0% of the time during each calendar month, excluding scheduled maintenance windows. Scheduled maintenance will be communicated with at least 48 hours’ prior notice via email or in-app notification. Clarita shall not be liable for any downtime resulting from (a) scheduled maintenance; (b) factors outside Clarita’s reasonable control, including force majeure events; (c) Customer’s equipment, software, or network connections; or (d) Customer’s or any Authorized User’s actions or inactions.
Clarita reserves the right to modify, update, or discontinue any feature or functionality of the Service at any time. If a modification materially reduces the core functionality of the Service during a Subscription Term, Clarita will provide at least thirty (30) days’ prior written notice to Customer. In such event, if the modification materially and adversely affects Customer’s use of the Service, Customer may terminate the affected subscription and receive a pro-rata refund of any prepaid fees for the remainder of the Subscription Term.
The Service may integrate with or provide access to third-party services, platforms, or data sources. Clarita does not control and is not responsible for the availability, accuracy, or quality of any third-party service. Customer’s use of third-party integrations is subject to the applicable third party’s terms and policies. Clarita disclaims all liability arising from Customer’s use of or reliance on third-party integrations.
To access the Service, Customer must create an account by providing accurate, complete, and current registration information. Customer agrees to promptly update its account information if any changes occur. Clarita reserves the right to suspend or terminate accounts created with inaccurate or misleading information.
Customer is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account. Customer shall (a) implement reasonable security measures to prevent unauthorized access; (b) promptly notify Clarita of any known or suspected unauthorized use of its account; and (c) ensure that all Authorized Users comply with these Terms. Clarita shall not be liable for any loss or damage arising from Customer’s failure to safeguard its account credentials.
Customer is responsible for managing Authorized User access, including provisioning and deprovisioning users. Customer is responsible for all activities of its Authorized Users and for ensuring their compliance with these Terms. The number of Authorized Users may be limited based on Customer’s subscription plan.
The Service is offered on a subscription basis. The features, usage limits, and pricing applicable to Customer’s subscription are as specified on the Clarita pricing page or in the applicable Order Form.
Customer shall pay all fees in accordance with the pricing and payment terms specified at the time of subscription or in the applicable Order Form. All fees are quoted and payable in the currency specified at purchase. Unless otherwise stated, fees are billed in advance on a monthly or annual basis, depending on the selected billing cycle. Clarita reserves the right to change pricing upon thirty (30) days’ written notice, with any increase taking effect at the start of the next Subscription Term.
All fees are exclusive of applicable taxes, including sales tax, goods and services tax (GST), harmonized sales tax (HST), Quebec sales tax (QST), value-added tax (VAT), and any other similar taxes or government charges. Customer is responsible for all such taxes, excluding taxes based solely on Clarita’s net income.
If Customer fails to make any payment when due, Clarita may (a) charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law; (b) suspend Customer’s access to the Service upon ten (10) days’ written notice; and (c) pursue any other remedies available at law or in equity. Clarita’s suspension of the Service shall not relieve Customer of its payment obligations.
Except as expressly provided in Section 3.3 (Modifications to the Service) or Section 12 (Term and Termination), all fees are non-refundable. No credits or refunds will be issued for partial periods of service or unused features.
Clarita may offer a free trial period at its discretion. Unless Customer subscribes to a paid plan before the trial expires, Customer’s access to the Service will be suspended or terminated at the end of the trial period. Clarita may modify or discontinue free trials at any time without notice. Free trial usage is subject to all provisions of these Terms.
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Nothing in these Terms transfers ownership of Customer Data to Clarita.
Customer grants Clarita a non-exclusive, worldwide, royalty-free license to use, process, store, transmit, and display Customer Data solely to the extent necessary to provide the Service and as otherwise permitted under these Terms. This license terminates upon the expiration or termination of the Agreement, subject to Section 12.5 (Data Return and Deletion).
Clarita may generate aggregated, anonymized, and de-identified data derived from Customer’s use of the Service (“Aggregated Data”), provided that such data does not identify Customer, any Authorized User, or any third party. Clarita may use Aggregated Data for any lawful business purpose, including product improvement, benchmarking, and analytics, during and after the term of this Agreement.
Customer further acknowledges and agrees that Clarita may use Customer Data, in de-identified and aggregated form, to train, improve, refine, and enhance the Service and Clarita’s underlying technology, including machine learning models, document parsing algorithms, data extraction processes, and compliance logic (collectively, “Service Improvement”). For clarity: (a) Clarita will de-identify and aggregate Customer Data before using it for Service Improvement purposes, such that the data cannot reasonably be used to identify Customer, any Authorized User, or any third party; (b) no raw, identifiable Customer Data will be used for Service Improvement without Customer’s prior written consent; (c) any improvements, models, or outputs derived from Service Improvement activities are and shall remain the exclusive intellectual property of Clarita; and (d) Clarita’s rights under this Section survive termination or expiration of the Agreement.
Clarita will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. These safeguards will be no less protective than industry-standard practices for cloud-based SaaS platforms handling similar categories of data. Details of Clarita’s security practices are described in the Clarita Security Overview, available upon request.
To the extent that Customer Data includes personal information or personal data as defined under applicable privacy legislation, the parties’ respective obligations regarding the processing of such data shall be governed by the Data Processing Agreement, which is incorporated herein by reference and available in our DPA.
In the event of a confirmed unauthorized access to or disclosure of Customer Data (“Security Incident”), Clarita will (a) notify Customer without undue delay and in any event within seventy-two (72) hours of confirming the Security Incident; (b) take reasonable steps to contain and remediate the Security Incident; (c) provide Customer with reasonably available information about the nature and scope of the Security Incident; and (d) cooperate with Customer in connection with any investigation, notification, or remediation efforts. Customer remains responsible for any notifications required under applicable law to affected individuals, regulators, or other parties.
Customer acknowledges that Clarita may engage third-party sub-processors to assist in providing the Service. Clarita will maintain a current list of sub-processors. Clarita will provide at least thirty (30) days’ prior written notice before engaging any new sub-processor. If Customer reasonably objects to a new sub-processor on legitimate data protection grounds, the parties will work in good faith to resolve the objection. If no resolution is reached within thirty (30) days of Customer’s objection, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid fees.
The Service, including all software, algorithms, interfaces, designs, documentation, trademarks, trade names, and all related intellectual property rights, are and shall remain the exclusive property of Clarita and its licensors. These Terms grant Customer no rights to Clarita’s intellectual property except the limited license expressly set forth in Section 7.2.
Subject to Customer’s compliance with these Terms and payment of applicable fees, Clarita grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the Subscription Term solely for Customer’s internal business purposes and in accordance with the Documentation.
Customer shall not, and shall not permit any third party to: (a) copy, modify, adapt, or create derivative works of the Service; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service; (c) sell, resell, sublicense, lease, rent, distribute, or otherwise make the Service available to any third party, except to Authorized Users; (d) use the Service to develop a competing product or service; (e) remove, obscure, or alter any proprietary notices on or in the Service; (f) use the Service in violation of any applicable law or regulation; or (g) use the Service to store or transmit any malicious code, viruses, or harmful content.
If Customer provides Clarita with any suggestions, ideas, enhancement requests, or other feedback regarding the Service (“Feedback”), Customer hereby grants Clarita an unrestricted, irrevocable, perpetual, royalty-free, worldwide license to use, modify, and incorporate such Feedback into the Service or any other product or service without obligation or compensation to Customer.
Customer agrees to use the Service in compliance with all applicable laws, regulations, and these Terms. Customer is responsible for ensuring that all Authorized Users comply with this Section.
Customer shall not, and shall not permit any Authorized User or third party to:
Clarita reserves the right to investigate any suspected violation of this Section and may, at its sole discretion, suspend or terminate Customer’s access to the Service if Clarita reasonably determines that a violation has occurred. Clarita will use reasonable efforts to provide prior notice before suspension, except where immediate suspension is necessary to protect the Service, other customers, or third parties.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” CLARITA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR AVAILABILITY.
CLARITA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CLARITA DOES NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER’S SPECIFIC REQUIREMENTS OR THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED.
CLARITA IS NOT AN INSURANCE COMPANY, BROKER, AGENT, OR ADVISOR. THE SERVICE DOES NOT VERIFY, VALIDATE, OR GUARANTEE THE AUTHENTICITY, ACCURACY, OR SUFFICIENCY OF ANY CERTIFICATE OF INSURANCE, INSURANCE POLICY, OR COVERAGE. CUSTOMER ACKNOWLEDGES AND AGREES THAT (A) THE SERVICE IS SOLELY A MANAGEMENT TOOL FOR ORGANIZING AND TRACKING CERTIFICATES OF INSURANCE; (B) CLARITA BEARS NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS, OR INACCURACIES IN CERTIFICATES OR INSURANCE DOCUMENTS PROCESSED THROUGH THE SERVICE; (C) CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING ALL INSURANCE COVERAGE AND COMPLIANCE; AND (D) CUSTOMER SHALL NOT RELY ON THE SERVICE AS A SUBSTITUTE FOR INDEPENDENT VERIFICATION BY QUALIFIED INSURANCE PROFESSIONALS.
Clarita does not endorse, guarantee, or assume responsibility for any third-party content, products, or services accessed through the Service or any linked website.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO CLARITA DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
NOTWITHSTANDING SECTION 10.2, IF CUSTOMER IS ACCESSING THE SERVICE UNDER A FREE TRIAL, FREE PLAN, BETA, OR ANY OTHER UNPAID ARRANGEMENT, CLARITA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO CUSTOMER’S USE OF THE SERVICE UNDER SUCH ARRANGEMENT SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (USD $100.00). CUSTOMER ACKNOWLEDGES THAT THIS LIMITATION REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES GIVEN THAT NO FEES HAVE BEEN PAID.
The limitations set forth in Sections 10.1, 10.2, and 10.3 shall not apply to: (a) either party’s indemnification obligations under Section 11; (b) Customer’s breach of Section 7.3 (Restrictions) or Section 8 (Acceptable Use); (c) Customer’s payment obligations; or (d) either party’s liability for fraud, gross negligence, or willful misconduct.
Customer acknowledges that Clarita has set its fees and entered into these Terms in reliance on the limitations of liability set forth herein, and that these limitations form an essential basis of the bargain between the parties.
Clarita shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim, action, or proceeding alleging that the Service, as provided by Clarita and used in accordance with these Terms, infringes any third party’s intellectual property rights, and shall pay all damages, costs, and reasonable attorneys’ fees finally awarded or agreed to in settlement, provided that Customer (a) promptly notifies Clarita in writing of the claim; (b) gives Clarita sole control of the defense and settlement; and (c) provides reasonable cooperation at Clarita’s expense.
If the Service becomes, or in Clarita’s reasonable opinion is likely to become, the subject of an infringement claim, Clarita may, at its option and expense: (i) procure for Customer the right to continue using the Service; (ii) modify the Service to make it non-infringing without materially reducing functionality; or (iii) if neither (i) nor (ii) is commercially practicable, terminate the affected subscription and refund prepaid fees for the remaining Subscription Term.
Clarita shall have no obligation under this Section to the extent any claim arises from (a) Customer Data; (b) modification of the Service by anyone other than Clarita; (c) use of the Service in combination with products or services not provided or authorized by Clarita; or (d) use of the Service in violation of these Terms.
Customer shall defend, indemnify, and hold harmless Clarita and its officers, directors, employees, and agents from and against any third-party claim, action, or proceeding arising from or relating to: (a) Customer Data, including any claim that Customer Data infringes or misappropriates any third party’s intellectual property or other rights; (b) Customer’s or any Authorized User’s use of the Service in violation of these Terms or applicable law; or (c) Customer’s breach of its representations and warranties under these Terms. Customer shall pay all damages, costs, and reasonable attorneys’ fees finally awarded or agreed to in settlement, provided that Clarita (i) promptly notifies Customer in writing of the claim; (ii) gives Customer sole control of the defense and settlement; and (iii) provides reasonable cooperation at Customer’s expense.
These Terms are effective as of the date Customer first accepts them and shall remain in effect for the duration of the Subscription Term. Unless otherwise specified in an Order Form, subscriptions will automatically renew for successive periods equal to the initial Subscription Term, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.
Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice of the breach; or (b) becomes the subject of any bankruptcy, insolvency, receivership, liquidation, or similar proceeding.
Customer may terminate its subscription at any time by providing written notice to Clarita. If Customer terminates for convenience during a Subscription Term, no refund of prepaid fees will be issued, and Customer will remain responsible for all fees due through the end of the then-current Subscription Term. Clarita may terminate these Terms for convenience upon sixty (60) days’ written notice, in which case Clarita will refund any prepaid fees on a pro-rata basis for the unused portion of the Subscription Term.
Upon termination or expiration of these Terms: (a) Customer’s right to access and use the Service shall immediately cease; (b) all outstanding fees shall become immediately due and payable; and (c) each party shall return or destroy all Confidential Information of the other party in its possession, subject to Section 12.5.
Upon Customer’s written request made within thirty (30) days following termination or expiration, Clarita will make Customer Data available for export in a commonly used, machine-readable format. After such thirty (30) day period, or upon Customer’s earlier written confirmation, Clarita will delete all Customer Data in its possession or control within a commercially reasonable timeframe, except where retention is required by applicable law or regulation.
Sections 1, 6.1, 6.3, 7.1, 7.3, 7.4, 9, 10, 11, 12.4, 12.5, 12.6, 13, 15.1, 15.2, 15.3, 15.4, and 15.5 shall survive any termination or expiration of these Terms.
“Confidential Information” means any non-public information disclosed by one party to the other in connection with these Terms that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, Customer Data, the terms and pricing of any Order Form, business plans, technical data, product roadmaps, and trade secrets.
The receiving party shall: (a) use the disclosing party’s Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Terms; (b) protect the disclosing party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose the disclosing party’s Confidential Information to any third party except to those employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure without any obligation of confidentiality; (c) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.
The receiving party may disclose Confidential Information to the extent required by applicable law, regulation, or valid legal process, provided that the receiving party (to the extent legally permitted) gives the disclosing party prompt written notice and reasonable cooperation to contest or limit the scope of such disclosure.
Clarita reserves the right to modify these Terms at any time. Clarita will notify Customer of material changes by email or through an in-app notification at least thirty (30) days before the changes take effect. For non-material changes, the updated Terms will be posted on the Clarita website with a revised “Effective Date.”
Customer’s continued use of the Service after the effective date of any modification constitutes acceptance of the modified Terms. If Customer does not agree with the modified Terms, Customer must stop using the Service and may terminate the Agreement in accordance with Section 12.3. If Customer terminates solely due to a material adverse modification to these Terms, Customer will be entitled to a pro-rata refund of any prepaid fees for the unused portion of the Subscription Term.
These Terms shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.
Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a “Dispute”) informally. The party raising the Dispute shall send a written notice to the other party describing the nature of the Dispute and the relief sought (“Dispute Notice”). The parties shall negotiate in good faith for a period of sixty (60) days from the date of the Dispute Notice (the “Informal Resolution Period”). During the Informal Resolution Period, neither party may initiate arbitration or other formal proceedings except as provided in Section 15.2.5.
If a Dispute is not resolved during the Informal Resolution Period, either party may submit the Dispute to final and binding arbitration administered by the ADR Institute of Canada under its Arbitration Rules in effect at the time of filing. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or, failing agreement within fifteen (15) days, appointed in accordance with the ADR Institute’s rules. The seat and legal place of arbitration shall be Montreal, Quebec, Canada. The language of the arbitration shall be English, unless the parties agree otherwise.
The arbitrator shall have the authority to grant any remedy or relief that a court of competent jurisdiction could grant, including injunctive or declaratory relief, provided that the arbitrator’s authority is limited to Disputes between the parties individually. The arbitrator shall apply the governing law specified in Section 15.1. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
All aspects of the arbitration, including the existence of the proceeding, filings, evidence, testimony, and the award, shall be treated as Confidential Information under Section 13 of these Terms. Neither party shall disclose any information regarding the arbitration to any third party except: (a) to the extent necessary to enforce the arbitration award; (b) as required by applicable law; or (c) with the prior written consent of the other party.
Notwithstanding the foregoing, either party may: (a) seek temporary or preliminary injunctive relief from a court of competent jurisdiction in the judicial district of Montreal, Quebec, to prevent irreparable harm pending the appointment of an arbitrator or pending the arbitrator’s determination of the merits; (b) bring an action in any court of competent jurisdiction to enforce intellectual property rights, including claims for patent, copyright, trademark, or trade secret infringement or misappropriation; or (c) bring an individual action in a small claims court of competent jurisdiction for Disputes within that court’s jurisdictional limits, provided such action is brought on an individual (non-class, non-representative) basis.
Each party shall bear its own costs of arbitration, including its own attorney’s fees, unless the arbitrator determines otherwise. The arbitrator may, in the award, allocate the costs of the arbitration (including the arbitrator’s fees, administrative fees, and each party’s reasonable attorney’s fees and disbursements) to the non-prevailing party, in whole or in part, where the arbitrator determines such allocation is warranted. This fee-shifting provision is reciprocal and applies equally to both parties. The fees of the arbitrator and the ADR Institute shall initially be shared equally by the parties, subject to reallocation in the final award.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDING (WHETHER IN ARBITRATION, COURT, OR OTHERWISE) SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. Neither party may serve as a class representative or participate as a member of a class of claimants with respect to any Dispute. The arbitrator may not consolidate more than one person’s or entity’s claims and may not preside over any form of representative, class, or collective proceeding. If this class action waiver is found to be unenforceable with respect to a particular Dispute, then the entirety of the arbitration agreement in Section 15.2 shall be deemed void solely with respect to that Dispute, and the Dispute shall be resolved exclusively in the courts of the judicial district of Montreal, Quebec.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE. This waiver applies to any Dispute that is not subject to arbitration under Section 15.2, including any Dispute within the exceptions set forth in Section 15.2.5.
For any Dispute that is not subject to arbitration under these Terms (including Disputes falling within the exceptions in Section 15.2.5 or where the arbitration agreement is found unenforceable), the parties irrevocably submit to the exclusive jurisdiction of the courts of the judicial district of Montreal, Quebec, Canada.
The parties confirm that they have requested that these Terms and all related documents be drafted in English. Les parties confirment avoir exigé que les présentes conditions et tous les documents connexes soient rédigés en anglais.
These Terms, together with any Order Form, Data Processing Agreement, and other documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, and communications, whether oral or written.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.
No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. A waiver of any right must be in writing and signed by the waiving party to be effective.
Customer may not assign or transfer these Terms or any rights or obligations hereunder without Clarita’s prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of Customer’s assets, provided the assignee agrees to be bound by these Terms. Clarita may assign these Terms without restriction. Any attempted assignment in violation of this Section shall be void.
Neither party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, labor disputes, cyber attacks, or failures of third-party infrastructure or telecommunications providers. The affected party shall promptly notify the other party and use commercially reasonable efforts to mitigate the impact. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected subscription upon written notice.
All notices under these Terms shall be in writing and delivered by email, recognized overnight courier, or registered mail. Notices to Clarita shall be sent to: [email protected] (or such other address as Clarita may designate in writing). Notices to Customer shall be sent to the email address associated with Customer’s account. Notices are deemed received upon delivery (email), or upon confirmed receipt (courier or registered mail).
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.
These Terms do not confer any rights or remedies upon any person or entity other than the parties hereto and their permitted successors and assigns.
Customer shall comply with all applicable export control laws and regulations in connection with its use of the Service. Customer represents and warrants that it is not located in, or a national or resident of, any country subject to comprehensive trade sanctions, and that it is not listed on any government list of prohibited or restricted parties.
Each party shall comply with all applicable anti-corruption and anti-bribery laws, including the Canadian Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, in connection with its performance under these Terms.
Customer’s acceptance of these Terms by clicking “I Agree” or by using the Service shall have the same legal effect as a handwritten signature. These Terms may be accepted electronically, and such electronic acceptance shall be binding and enforceable.