Clerk.io Terms of Service

Updated: June 3rd, 2021

A. Definitions

Short version: Throughout the following Terms of Service, a number of basic terms are used. Each term has its own specific meaning as described in this section. In the following sections, you should know what we mean when we use each of the terms.
  1. The "Agreement" refers, collectively, to all the terms, conditions and notices, contained or referenced to in this document (the "Terms of Service" or the "Terms" available at clerk.io/terms-of-service) and all other operating rules, policies including the Privacy Policy, (available at clerk.io/privacy) and Data Processing Agreement (available at clerk.io/dpa). If applicable, the Agreement may also include and refer to a "Pilot" agreement and/or a "Service Level Agreement".
  2. "Clerk.io", "We" and "Us" refer to Clerk.io ApS, VAT: DK33952848, Kigkurren 8G, 2300 Copenhagen, as well as our affiliates, directors, subsidiaries, officers, agents, and employees.
  3. The "Service" refers to my.clerk.io, Application Programming Interface (API), extensions and other software and services provided by Clerk.io.
  4. A "Company" refers to a shared workspace representing a single business entity. A Company can have any number of "Stores" containing the Company's content. A Company is associated with one or more Users.
  5. A "User", "You" and "Your" refer to the individual person with authorization to log in to and use the Service (an "Account") on behalf of a Company. A User can be authorized by any number of Companies.

B. General Terms

Short version: By registering for an Account, you agree to be bound by these terms. You must be affiliated with a business entity to use the Service. Clerk.io reserves the right to change these terms without notice.
  1. The Agreement cover the contractual relationship between Clerk.io and the User.
  2. By registering for an Account as well as using the Service, the User agrees to be bound by the Agreement, which shall continue to apply for as long as the User is subscribing for an Account or using the Service.
  3. In the case of any inconsistency between the Agreement and any other agreements, the Agreement shall prevail.
  4. To use the Service, each User must be affiliated with a Company, either by establishing the Company or being invited to be affiliated with an already established Company. The Company is responsible for the conduct of its affiliated Users on the Service in accordance with the Agreement.
  5. Clerk.io reserves the right to update and change the Agreement from time to time without notice. Clerk.io also reserves the right to update and change the Service from time to time without notice, including removing features or applications from the Service. Any new features that augment or enhance the Service, including the release of new tools and resources, shall be subject to the Agreement. Continued use of the Service after any changes to the Agreement shall constitute the User's consent to such changes.
  6. Violation of any term in the Agreement may result in the termination of the User's account.

C. Account Terms

Short version: You are responsible for your Account and anything that happens while you are signed in to or using your Account.
  1. To use the Service, it is a requirement that You subscribe for an Account on the Service.
  2. You must be at least 18 years of age.
  3. The Service is offered exclusively for business purposes.
  4. The following information is required to set up an Account: Company name and valid email address.
  5. You are notified of changes to the Terms of Service via email.
  6. Maintaining proper security surrounding system access is solely Your responsibility. Clerk.io accepts no responsibility for any damages occurring due to unsafe computing, including, without limitation, improper password protection, sharing of accounts, unencrypted data transfers etc.
  7. You hold the exclusive responsibility for all activity and interaction with the Service undertaken with your account.
  8. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Clerk.io customer, employee, member, or officer will result in immediate Account termination.
  9. Clerk.io furthermore reserves the right to suspend or disable an Account at its discretion and without any penalty or liability whatsoever and to remove and discard all or any part of the Account at any time and without prior notice.

D. Use of the Service

Short version: While using the Service, You promise that You will follow the terms of this section which include some restrictions on use of the Service. In short, use the Service as intended and be nice.
  1. The User may not use the Service for other purposes than those which the Service are intended for without explicit written consent from Clerk.io. That said, we love new ideas. If you have got any, please let us know.
  2. The User represents and warrants not to use the Service:
    1. to cache, store or in any other way reuse results obtained from the Service.
    2. to bypass, disable or otherwise interfere with security related features of the Service or features that prevent, limit, or restrict the access to the Service.
    3. to interfere with or damage the operation of the Service by any means, including uploading or otherwise disseminating viruses, spyware, worms or other malicious code, abusing, hacking or otherwise misusing the Service.
    4. to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or other intellectual property rights of any part of the Service.
  3. Excessive frequent requests to the Service may result in a temporary or permanent ban from using the Service. Clerk.io may in its sole discretion determine abuse or excessive use.
  4. The User agrees not to sell, license, distribute, copy, record, modify, publicly perform or display, transmit, publish or republish, including republication on another website, edit, adapt, create derivative works from, or otherwise make use of the Service that is not considered the User's propriety.
  5. Except for content transmitted to Stores, all data and material on the Service, including, without limitation, text, graphics, interactive features, logos and software are the intellectual property of Clerk.io or its licensors. All trademarks and trade names, except in content transmitted to Stores are proprietary to Clerk.io or its licensors.

E. Data

Short version: All content that You transmit to the Service is Yours and complies with local law, but You allow us to store and process it. You are the data controller and Clerk.io is the data processor in respect of any personal data transmitted to the Service.
  1. The User is solely responsible for any content, including photo images, logos, text, customer data etc. transmitted to the Service.
  2. The User represents and warrants that it has the necessary licenses, rights, and permissions to use and to authorize Clerk.io to use and distribute its content as necessary for Clerk.io to perform the Service pursuant to this Agreement.
  3. The User understands that Clerk.io's employees may access Your content to provide support and improve the Service.
  4. The User understands that the technical processing and transmission of the Service, including the content, may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
  5. Under no circumstances will Clerk.io assume any responsibility in the creation, arrangement or use of content transmitted by the User, nor does Clerk.io monitor the submission of content by the User. It is the User's responsibility to ensure that any use of the Service complies with local law. Clerk.io does not accept liability for any violations of such laws, including, without limitation, copyright infringements, data privacy etc.
  6. Clerk.io has the right, but not the obligation, to monitor the content submitted by the User to determine compliance with the Agreement as well as to satisfy any law, regulation, authorized government request, or trade association guideline. Clerk.io may, but has no obligation to, remove content and Stores containing content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or the Agreement.
  7. The User is the data controller and Clerk.io is the data processor in respect of any personal data transmitted to the Service by the User as well as to any other personal data processed on the User's Account. The User and Clerk.io have entered into a Data Processing Agreement (available at clerk.io/dpa) governing Clerk.io's data processing activities on behalf of the User in compliance with the GDPR. The User is made aware that the Service, including the User's account, must not be used for processing of sensitive personal data as defined in GDPR article 9. It is the User's responsibility to ensure that no sensitive personal data is processed on the User's account on the Service.

F. Payment and usage terms

Short version: This section is specifically for Companies. Billing is prepaid on a periodical basis with automatic renewal. Failure to meet payments grants Clerk.io the right to terminate access to the Service.
  1. Except for free trials and paid pilots, the Service is prepaid and billed on a periodical basis. Companies must provide to Clerk.io their address, country, VAT/Tax number before payment can be processed.
  2. The Service is automatically renewed at the end of each payment period unless the Company terminates the Service in accordance with section G.
  3. The price and usage capacity is based on the Company's chosen pricing plan.
  4. Exceeding the usage limit of the chosen pricing plan may result in an automatic additional billing according to the amount of additional usage or an automatic permanent upgrade to the appropriate pricing plan according to the amount of additional usage.
  5. Payment shall always cover the entire payment period.
  6. Failure to meet payment grants Clerk.io the right to immediately terminate access to the Service. Clerk.io may send reminders to the Company with late fees in accordance with Danish law.
  7. Clerk.io reserves the right to change the pricing plans with a notice period of at least 30 days until the next prepayment date.

G. Termination of The Service

Short version: You may close your account at any time, however there are no refunds for prepaid periods.
  1. A User or Company is able to discontinue use of the Service at any time through the billing settings. It is always the User or Company's responsibility to properly cancel their Account with Clerk.io. We are not able to cancel Accounts in response to an email or phone request.
  2. Should the User or Company choose to discontinue use of the Service, no refunds will be given.
  3. Clerk.io reserves the right to terminate the Service to a User or Company with 30 days notice via email.
  4. After terminating the Service no access will be granted to the Service, nor will it be possible to access any data of the Service.

H. Warranty disclaimer

Short version: We provide the Service as is, and We make no guarantees about the Service.
  1. To the extent permitted by applicable law, the Service is provided on an "as is" and "as available" basis without warranty of any kind.
  2. Without limiting the generality of the foregoing, Clerk.io disclaims to the extent permitted by law any and all warranties, express or implied, including, without limitation, that (i) the Service will meet your general or specific requirements, (ii) the Service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, and (v) any errors in the Service will be corrected.

I. Limitation of liability

Short version: We are not liable for indirect damages or losses arising from Your use of the Service.
  1. You and the Company You are authorized by understand and agree that Clerk.io cannot be held responsible for the content posted by the Service and You and the Company agree to use the Service at your own risk.
  2. Clerk.io shall, to the extent permitted by law, in no event be liable for any loss of anticipated revenues or profits, delays or otherwise for any consequential, incidental, indirect, punitive or exemplary losses or damages or other intangible losses as a result of using the Service or third-party providers associated with Clerk.io, whether or not foreseeable (even if Clerk.io has been advised of the possibility of such losses or damages), including, but without limitation, strict liability, breach of warranty or otherwise. Loss of data is considered an indirect loss.
  3. Clerk.io's liability under or in conjunction with this Agreement, including, for the avoidance of doubt, the Data Processing Agreement, shall be limited to the amount paid by You or the Company You are authorized by, if any, to Clerk.io during the latest prepayment period immediately preceding the event of damage.
  4. Clerk.io accepts no responsibility for forces, which are beyond the direct control of Clerk.io.

J. Indemnification

Short version: You shall indemnify Clerk.io in the event of a third-party claim against Us due to Your use of the Service in violation of this Agreement.
  1. You and the Company You are authorized by shall jointly and severally indemnify, defend and hold harmless Clerk.io from and against any losses, claims, damages, liabilities, including legal fees and expenses, arising out of any third party claim due to or arising out of Your violation of the Agreement, including but not limited to a claim arising out of a breach of the User's representations or warranties made hereunder.
  2. Clerk.io reserves the right, at the User's and the Company authorizing the User's joint and several expense, to assume the exclusive defense and control of any matter for which the User and the Company authorizing the User are required to indemnify Clerk.io, and the User and the Company authorizing the User hereby agrees to cooperate with Clerk.io's defense against such claims.

K. Other provisions

Short version: The Agreement is governed by Danish law and disputes shall be settled by the City Court of Copenhagen. You may not assign your rights as a User to a third party without our consent.
  1. The User may not novate, assign or through a change of control transfer any of its rights or obligations under the Agreement to a third party without the prior written consent of Clerk.io. Clerk.io may at its discretion assign or novate this Agreement or any rights or obligations hereunder to any third party.
  2. The failure of Clerk.io to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.
  3. The Agreement and the User's use of the Service is governed by Danish law (excluding conflict of laws rules) and any disputes arising out of the Agreement, including the existence or validity of the Agreement, shall be brought before the exclusive jurisdiction of the City Court of Copenhagen. Notwithstanding this, Clerk.io shall still be allowed to apply for injunctive remedies (or other equivalent types of urgent legal remedy) in any jurisdiction.
  4. Questions about the Agreement should be sent to support@clerk.io.

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