Clearbit Terms of Service
These terms were last updated on February 1, 2022.
Terms of Service
Acceptance of Terms.
a. APIHub, Inc. ("Clearbit") provides Service (defined below) to you subject to this Terms of Service agreement ("TOS"). By clicking or tapping any button or box marked "Accept," Agree" or "OK" (or a similar term) in connection with this TOS, or by accessing our site https://clearbit.com ("Site") or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by this TOS and affirm that you are over the age of 18. If you are entering into this TOS on behalf of a business or other legal entity, you represent that you have the authority to bind the entity and its affiliates to this TOS, in which case the terms "you", "your" or "Customer" shall refer to the 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. You acknowledge that this TOS forms a binding contract between you and Clearbit, even though it is electronic and is not physically signed, and that it governs without limitation your use of and access to the Service.
b. We may change this TOS from time to time by notifying you of such changes by any reasonable means, including by posting a revised TOS through the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised TOS incorporating such changes, or otherwise notified you of such changes. Subject to the foregoing provision of this Section 1(b), you are bound by all such changes effective on the effective date of the change, and if any change to this TOS is not acceptable to you, your only remedy is to terminate services in accordance with Section 9.
c. The "Last Updated" legend above indicates when this TOS was last changed. We may, at any time and without liability or prior notice, modify or discontinue all or part of the Service (including access to the Service via any third-party links); charge, modify or waive any fees required to use the Service; or offer opportunities to some or all Service users. We reserve the right to introduce new features or functionality for which the payment of fees may be required.
d. THIS TERMS OF SERVICE CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 19, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OR CLASS ARBITRATIONS OF ANY KIND.
e. PAID SUBSCRIPTION PLANS PURCHASED THROUGH SELF-SERVICE ON THE SITE WILL AUTOMATICALLY RENEW UNTIL YOU CANCEL THEM PURSUANT TO SECTION 9 OF THIS TOS. CANCELLING WILL END THE AUTOMATIC RENEWALS OF YOUR PAID SERVICES, BUT WE WILL KEEP ANY FEES WE HAVE ALREADY COLLECTED FROM YOU (UNLESS WE ARE REQUIRED BY LAW TO REFUND THEM).
Description of Service. The "Service" includes (a) the Site, (b) Clearbit's software-as-a-service platform ("Platform"), including without limitation application program interfaces, user interfaces, features and related materials (the "API" or "APIs") (APIs and Platform are collectively referred to as the "Platform Service") (c) Clearbit's browser-based add-ons, extensions or plug-ins (collectively, "Clearbit Browser Extensions"), including, but not limited to, Clearbit's Gmail or Outlook plug-in that integrates and displays information about your contacts and companies within your professional network in connection with the use of your Gmail or Outlook account through the Site, or Clearbit for Salesforce - Lite, Clearbit's Google Chrome extension that integrates and displays information about Salesforce leads, contacts, and accounts in connection with the use of your Salesforce account through the Site and (d) all data (including Personal Data), reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the "Product Data"). Any new features added to or augmenting the Service are also subject to this TOS. All subscription plans purchased through self-service on the Site and/or subscriptions purchased through executed order forms fall under this TOS (each, a "Subscription") unless you have entered into a separately signed Master Services Agreement with Clearbit.
General Access and Use of the Service. Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes internally and in accordance with the provisions of this TOS (including the documents referenced in this TOS), and, if applicable, with the terms and conditions specific to your Subscription during the Subscription Term, and without exposing Product Data obtained through the Service to third parties (unless expressly authorized by Clearbit in writing).
a. Authorized Uses. Customer shall not access or use the Service for any purpose except the business-to-business sales, marketing, or business development activities of Customer. Customer shall not access or use the Product Data for the benefit of or on behalf of any person or entity except Customer. Subject to Customer's compliance with all Applicable Laws, Customer may use the Service to: (i) view the Product Data; (ii) communicate with any individuals contained within Product Data, in a manner that relates to such person's profession, business, or employment; and (iii) identify prospective sales opportunities, research Customer's existing customers and prospects, and otherwise analyze the Product Data in a manner relating to Customer's business-to-business sales, marketing, and business development activities. Customer shall not permit anyone who is not an Authorized User to access or use the Service, including any Product Data or any Customer Credentials. Except as expressly permitted in an Order, Customer shall not distribute, sublicense, transfer, sell, offer for sale, disclose, or make available any of the Product Data or any part of the Service to any third party. Except as expressly permitted in an Order, Customer shall not incorporate any portion of the Service or Product Data into Customer's own products or services. Upon expiration or termination of this Agreement for any reason, Customer shall cease accessing the Service and shall cease using the Product Data in any way. Notwithstanding the foregoing, where Customer has, through using the Product Data in a manner permissible under this Agreement, received responsive communication from a contacted individual, Customer shall not be required to delete such Product Data upon expiration or termination hereof, and may continue to use such information in a manner otherwise consistent with this Agreement. Customer is solely responsible for any communications between Customer or any Authorized User and any individual contained within Product Data. As between the parties, Clearbit owns all rights, title and interest in and to the Service, Clearbit Data, Documentation and Feedback, including in each case all associated Intellectual Property Rights.
b. Restrictions. No provision of this Agreement includes the right to, and Customer shall not, directly or indirectly: (a) attempt to gain unauthorized access to any Service or its related systems or networks; (b) modify, copy or create any derivative work based upon a Service or any portion, feature or function of a Service; (c) except as expressly permitted in an Order, resell, distribute or otherwise make available any Service to any third party, including as part of a managed services offering; (d) except to the extent permitted by Applicable Law, reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, the Service or access or use the Service or Documentation in order to (1) copy ideas, features, functions or graphics, (2) develop competing products or services, or (3) perform competitive analyses; (e) remove, obscure or alter any proprietary notice related to the Service; (f) send or store Malicious Code; (g) use or permit others to use the Service in violation of Applicable Law; (h) use or permit others to use the Service other than as described in the applicable Order, Documentation and this Agreement; (i) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" the Service or Clearbit databases or otherwise gather data owned or stored by Clearbit, or reproduce or circumvent the navigational structure or presentation of the Service; or (j) override or circumvent, or attempt to override or circumvent, any security feature, control, or use limits of the Service. You shall comply with any codes of conduct, policies or other notices Clearbit provides you or publishes in connection with the Service, and you shall promptly notify Clearbit if you learn of a security breach related to the Service.
c. Usage Limits. You are responsible for complying with usage limits applicable to your Subscription. Clearbit reserves the right to bill overages, cancel your subscription, or revoke access if limits are not maintained. Except as expressly permitted in an Order, you shall not (and shall not allow any third party to): present the Product Data so that it appears to be made available by any third party; or access the Product Data in bulk, redistribute, or resell the Product Data. Any product-specific or additional terms in an Order are additive to this TOS. Non-paying users of the Service are expressly forbidden from caching or otherwise storing the Product Data.
d. Third Party Applications. "Third-Party Applications" means computer software programs and other technology that are provided or made available to Customer or Authorized Users by third parties, including those with which the Service may interoperate, including, for example, Customer's CRM, marketing automation software, or sales enablement software, if any. Customer may be able to use the Service by establishing integrations or other connections to one or more Third-Party Applications (each, a "Connection"). For Third Party Applications where Clearbit provides official integration Connection for use (such as Salesforce, Marketo, Hubspot, or any other Connection provided by Clearbit), Customeryou may not use any of Clearbit Data in such Third Party Application except via Clearbit's official integration Connection. By implementing a Connection to a Third-Party Application, Customer hereby grants to Clearbit the right, and is expressly instructing Clearbit, to access and interoperate with that Third-Party Application during the Order Term in order to provide and support the Service. Customer is responsible for complying with all applicable third-party terms, policies and licenses governing its access and use of Third-Party Applications, Connections and associated data (collectively, "Third-Party Terms"). For Third Party Applications where Clearbit does not provide an official integration Connection for use, if you use a Connection built or provided by the Third Party Application (such as the ones described on our Integrations Page) or use Your Application, subject to 3e below, your use of the third party Connection and Third Party Application is at your own risk and y are solely responsible for (and shall release, indemnify, and hold harmless Clearbit from) any such use and access.
e. Your Application. Clearbit may in its sole discretion, subject to additional product-specific terms and conditions, grant Customer unique authorization to use the API(s) solely to develop applications or implementations that interoperate with the API for Customer's internal system purposes (each "Your Application") and display certain Product Data solely to your authorized users via Your Application. You are responsible for (and shall cause) your end users' compliance with this TOS and additional product-specific terms and conditions. Customer understands that developing Your Application to achieve interoperability in Customer's environment may lead to system vulnerabilities, complexities, and other liabilities. Customer is solely responsible for (and shall release, indemnify and hold harmless Clearbit from) any such liabilities.
f. Clearbit further reserves the right to investigate potential violations of the above provisions of this Section 3. In the event Clearbit reasonably believes a violation has occurred, in addition to any other remedies available at law or in equity (including termination pursuant to Section 5 below), Clearbit will have the right to suspend Authorized Users suspected of the violation from accessing the Service for so long as is reasonably necessary to address the potential violation. Except where Clearbit reasonably believes the violations are willful, or in urgent or emergency situations, Clearbit will notify Customer of any such suspension in advance (each, a "Suspension Notice") and work with Customer in good faith to resolve the potential violation. For clarity, Clearbit reserves the right, but does not assume any obligation to Customer (except with respect to the Suspension Notice), to take any of the actions described in this Section 3(f).
a. Query Data. Through Customer's configuration and use of Connections and Service, Customer has control over the types and amounts of data that it submits for Processing to the Service (collectively, "Query Data"). By submitting Query Data to the Service, Customer hereby grants to Clearbit the right, and is expressly instructing Clearbit, to process Query Data during the term of this Agreement in order to provide and support the Service and as otherwise provided in this Agreement. As between the parties, Customer owns all right, title and interest in and to Customer's environment and Query Data. Each Party shall comply with Applicable Laws concerning the privacy and protection of Personal Data. Customer will be solely responsible for providing any notices required by Applicable Law to, and receiving any consents and authorizations required by Applicable Law from, persons whose Personal Data may be included in Account Data, Query Data or Customer Credentials.
b. Account Credentials. Customer is responsible for maintaining the confidentiality and security of your access passwords and other credentials for accessing the Service (collectively, "Customer Credentials") and all activities that occur under your Customer Credentials. You agree to (a) immediately notify Clearbit of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Clearbit reserves the right to access your account in order to respond to your requests for technical support Clearbit has the right, but not the obligation, to monitor the Service or Query Data. You further agree that Clearbit may remove or disable Query Data or any Data at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to the foregoing), or for no reason at all.
c. Equipment. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, "Equipment"). You shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Clearbit's published policies then in effect.
d. Clearbit reserves the right to use your name and/or logo/assets as a reference for marketing or promotional purposes on Clearbit's website and in other communication with existing or potential Clearbit customers.
Public Add-On Services. You may choose to access or install one or more of Clearbit's public-facing services set forth below in this Section 5 (each, an "Public Add-On Service") as part of the Service, in which case you shall be subject to the additional provisions below applicable to the Public Add-On Service(s), and such provisions will be incorporated by reference as part of this Agreement.
a. Logo API. Any externally-facing, commercial, or non-internal use of Clearbit's Logo API services require link attribution as determined at sole discretion of Clearbit and is only permitted with prior written approval of Clearbit. You shall promptly notify and request consent from Clearbit at firstname.lastname@example.org prior to using the Logo API for commercial or non-internal use. In the event Clearbit consents to your use of the Logo API for commercial or non-internal use, you will be required to agree to additional terms governing your use of the Logo API, which may include but is not limited to (a) payment for your use of the Logo API, (b) attribution to Clearbit in the manner specified by Clearbit, and (c) limitation that the indemnity provided by Clearbit under Section 11 below does not extend to the Logo API.
a. Self-Service Subscriptions. If you select a Subscription through the self-service process on the Site you will be required to provide Clearbit information regarding your credit card or other payment instrument. You represent and warrant to Clearbit 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. We assume no responsibility or liability if your access to the Subscription fails to renew or otherwise expires because of outdated or incorrect payment information. Your Subscription will automatically renew each billing cycle on a recurring basis at which time your credit card will be charged automatically until you cancel your Subscription. You hereby authorize Clearbit to bill your payment instrument in advance monthly for self-service Subscriptions entered into through the Site in accordance with the terms of the applicable payment plan referenced in the self-service Subscription, and you further agree to pay any charges so incurred.
b. Order Forms. If you purchase a Subscription through a separately executed Order Form, or if Clearbit elects to bill through an invoice, you will pay all fees pay all fees charged by Clearbit for your use of Service in accordance with the Order Form. Except as otherwise provided in an Order Form, all fees must be paid in U.S. dollars and within 30 days of invoice. Except in the event of a good faith dispute under this Section 6, if Customer fails to make payment when due, without limiting Clearbit's other rights and remedies: (a) Clearbit may charge interest on the past due amount at a rate of 1.5% per month or, if lower, the highest rate permitted under Applicable Law; (b) Customer shall reimburse Clearbit for all reasonable costs incurred by Clearbit in collecting any late payments or interest, including attorneys' fees; and (c) if such failure continues, Clearbit may suspend Customer's and its Authorized Users' access to the Service until such amounts are paid in full. Customer must assert any dispute with regard to Fees in writing within 10 days of receipt of the invoice giving rise to the dispute. Clearbit will not exercise its suspension or termination rights or apply interest on late Fees if Customer disputes the applicable charges reasonably and in good faith and provides reasonable cooperation to resolve the dispute.
c. Updates and Changes.
i. The Service will be provided as they exist and are updated and amended throughout the Subscription Term. Information provided by, through or as part of the Platform Service may be updated on an ongoing basis and provided according to the criteria used to define the scope of the Subscription. You understand and acknowledge that the contents of Product Data may change over time as the data is updated. Certain portions of the Service may be provided by Clearbit's third party licensors, and Clearbit's ability to continue to provide such data or features may be subject to the willingness of such licensors to continue to contract with Clearbit. Features and functions of the Platform Service are provided "as is" and as they may be modified, supplemented, or removed from time to time in Clearbit's sole discretion. Clearbit shall have no liability to you for any modification to any Service, provided that the product or service provided substantially conforms to the description in the Order Form.
ii. We further reserve the right to modify, offer additional, or cease offering a Subscription at any time in our sole discretion, including but not limited to changes in Subscription fees, modifying the availability of, and eligibility requirements for, certain products, or modifying the features and functionality of certain Subscription. We will provide you with prior notice via email before changes in Subscription fees take effect. Any changes to the Subscription fees will be effective upon your next billing cycle, and will not apply retroactively or to the remainder of your current month. In the event we do migrate you to different Subscription, or modify the Subscription fee, you may cancel your Subscription in accordance with Section 9d below, which will take effect upon the next billing cycle.
d. Taxes. Customer shall be responsible for all sales, service, value-added, use, excise, consumption and any other taxes on amounts payable by Customer under the Orders and this Agreement (other than any taxes on Clearbit's income, revenues, gross receipts, personnel or assets). Without limiting the foregoing, if Customer is required to deduct or withhold any taxes under Applicable Laws outside the United States, Customer shall remit such taxes in accordance with those Applicable Laws and all Fees payable shall be increased so that Clearbit receives an amount equal to the sum it would have received had no withholding or deduction been made.
Third Party Content. Certain Service functionality may make available access to third party services or other third party resources made available by third parties or allow for the routing or transmission of such Third Party Materials, including via links ("Third Party Content"). By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Content. We neither control nor endorse, nor are we responsible for, any Third Party Content, including the accuracy, integrity, quality, legality, usefulness or safety of Third Party Content, or any intellectual property rights therein. Certain Third Party Content may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by Clearbit with respect to any Third Party Content. We have no obligation to monitor Third Party Content, and we may block or disable access to any Third Party Content (in whole or part) through the Service at any time. In addition, the availability of any Third Party Content through the Service does not imply our endorsement of, or our affiliation with, any provider of such Third Party Content, nor does such availability create any legal relationship between you and any such provider. YOUR USE OF THIRD PARTY CONTENT IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY CONTENT (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY CONTENT).
Representations and Warranties. You represent and warrant to Clearbit that (i) you have full power and authority to enter into this TOS; (ii) you own all Query Data or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Clearbit to perform its obligations) in connection with the Service without obtaining any further releases or consents; (iii) Query Data does not and will not contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) Query Data, Your Application and other activities in connection with the Service, and Clearbit's exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party's rights.
a. Initial Term. The TOS becomes effective upon the date that you are first provided with use or access to the Service and remains in effect for the "Initial Term" which shall be as follows: (a) with respect to any Public Add-On Service, until you uninstall or remove such Public Add-On Service, (b) with respect to paid Subscriptions executed through self-service on the Site, for the term specified in your self-service Subscription, or if none is so specified, for one (1) calendar month following the date you are first provided with access, (c) with respect to separately executed Order Forms, for twelve (12) months or as otherwise specified in such Order Form.
b. Automatic Renewal. Upon expiration of the applicable Initial Term, (a) with respect to paid plans executed through self-service on the Site, the Initial Term will automatically renew for successive one (1) calendar month periods, (b) with respect to separately executed Order Forms, unless otherwise specified in the Order Form, the Initial Term will automatically renew upon expiration for successive twelve month (12) periods. The applicable Initial Term and any renewal terms collectively referred to as the "Subscription Term".
c. Opt-Out. Either party may opt out of or cancel the Subscription renewal by providing the other party with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Subscription Term or as otherwise specified in the applicable Order Form.
d. Termination by You. If Clearbit materially breaches this TOS, and does not cure such breach within thirty (30) days after receiving written notice from you of the breach, or Clearbit makes a material change to this TOS that you do not accept, you have the right to terminate your Subscription via self-service on Clearbit.com OR by sending a cancellation request to email@example.com. In addition, you may terminate for convenience your month-to-month Subscription via self-service on Clearbit.com OR by sending a cancellation request to firstname.lastname@example.org, but you may not terminate for convenience the Services set forth in an Order Form submitted by you prior to the expiration of the Subscription Term set forth in the Order Form.
e. Termination by Clearbit. Without limiting Clearbit's other termination rights set forth in this TOS, Clearbit may terminate or suspend your account and this TOS effective immediately upon notice to the administrative email address associated with your account if you violate any of the provisions of Section 3 above. In addition to any other remedies Clearbit may have, Clearbit may also terminate this TOS upon if you breach any of the terms or conditions of this TOS and, where capable of cure, such breach remains remained uncured for a period of thirty (30) days. Query Data on the Service (if any) will be permanently deleted by Clearbit upon any termination or suspension of your account in its sole discretion. However, all accrued rights to payment and the terms of Sections 3b, 3e, 4d, and 5 through 20 shall survive termination of this TOS. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. You agree that Clearbit will not be liable to you or any third party for any termination of your access to the Service.
f. Refunds. You will be responsible for Subscription fees through the end of your Subscription Term and no refunds will be issued if you terminate without cause your Subscription prior to the expiration of your Subscription term. If an Order Form is terminated early by Customer for Clearbit's uncured material breach of this Agreement pursuant to Section 9d: (a) Customer shall not be obligated to pay any additional amounts specified in the Order Form following the effective date of termination and (b) Clearbit will refund to Customer a pro rata share of any unused amounts prepaid by Customer under the applicable Order Form for the Service on the basis of the remaining portion of the Subscription Term (a "Pro-Rated Refund"). In all other cases, and regardless of whether Customer uses the Service at the levels reflected in the Order Forms or otherwise, Customer will not be entitled to a refund of fees paid and any unpaid fees outstanding will become immediately due and payable.
DISCLAIMER OF WARRANTIES. THE SERVICE AND ALL THIRD PARTY MATERIALS, INCLUDING WITHOUT LIMITATION THE SITE, API AND ANY DATA PROVIDED IN CONNECTION THEREWITH, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND CLEARBIT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT CLEARBIT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE DATA OR RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM CLEARBIT OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
a. Indemnification by Clearbit. Subject to Section 11(d), Clearbit shall defend Customer, at Clearbit's expense, from and against any and all third-party claims, suits, actions, or proceedings ("Third Party Claims") made or brought against Customer by a third party alleging that the Platform Service infringes a U.S. patent, copyright or trademark of such third party or misappropriates such third party's trade secrets. Further, Clearbit shall indemnify and hold Customer harmless against all damages, costs and reasonable attorneys' fees ("Losses") awarded against Customer by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by Clearbit, in connection with such Third Party Claims. Clearbit shall have no indemnification obligation for infringement claims arising from (i) the combination of the Platform Service with any services, hardware, data or business processes not provided by Clearbit, (ii) modifications to the Platform Service by Customer or its agents, or (iii) for use of the Service by Customer other than in accordance with this Agreement.
b. In addition to Clearbit's indemnity obligations, if a Third Party Claim is made or appears possible, Clearbit may, at Clearbit's sole expense, (a) modify or replace the Clearbit Service or component or part thereof, to make it non-infringing, (b) obtain the right for Customer to continue use of the Clearbit Service, or (c) if determines neither of the foregoing alternatives are commercially reasonable, Clearbit may terminate this Agreement and refund to Customer all prepaid, unused fees for the Platform Service applicable to the remaining portion of the Subscription Term following the effective date of termination. This Section 11b states Clearbit's entire liability and Customer's exclusive remedy for any claim of intellectual property infringement.
c. Indemnification by Customer. Subject to Section 11d, Customer shall defend Clearbit, at Customer's expense, from and against any Third Party Claims made or brought against Clearbit alleging that the Query Data, or Customer's use of the Service in violation of this Agreement, infringes or otherwise violates a third party's property, privacy or other rights, or violates any applicable law. Further, Customer shall indemnify and hold Clearbit harmless against all Losses awarded against Customer by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by Customer, in connection with such Third Party Claims.
d. Procedure. The foregoing obligations of the indemnifying party are conditioned upon the party seeking indemnification (a) promptly providing notice to the indemnifying party concerning the existence of an indemnifiable claim (provided that failure to give prompt notice shall not constitute a waiver of a party's right to indemnification and shall affect the indemnifying party's obligations under this Agreement only to the extent that the indemnifying party's rights are materially prejudiced by such failure or delay), and (b) promptly providing all information and assistance reasonably requested and otherwise full cooperation with the indemnifying party in defending the claim, and (c) giving the indemnifying party sole control and authority of the defense and settlement of any indemnifiable claim (provided, however, that any settlement requiring the party seeking indemnification to admit liability or make any financial payment shall require such party's prior written consent, not to be unreasonably withheld or delayed).
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL CLEARBIT AND ITS AFFILIATES AND THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "CLEARBIT PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST CONTENT OR DATA, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, THIRD PARTY MATERIALS OR THE TOS; (B) WITHOUT LIMITING THE FOREGOING, FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES OR ANY THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; OR (C) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN CONNECTION WITH THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED U.S. DOLLARS ($100). THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THE TOS) ARE MADE FOR THE BENEFIT OF BOTH CLEARBIT AND EACH OF THE OTHER CLEARBIT PARTIES. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, and (to the extent permitted by Applicable Laws) you hereby waive any such laws that may limit the efficacy of the releases and liability limitations contained herein.. IN THESE STATES, CLEARBIT AND THE OTHER CLEARBIT PARTIES' LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Export Controls. You are responsible for complying with United States export controls, including as set forth above, and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a "terrorist supporting" country; or (b) on any of the U.S. government lists of restricted end users.
Assignment. Clearbit may assign or transfer this TOS, in whole or in part, without consent or other restriction. You may not assign this TOS without the prior written consent of Clearbit. Any attempted assignment other than as permitted in this Section will be null and void.
Information or Complaints. If you have a question or complaint regarding the Service, please send an email to email@example.com. You may also contact us by writing to 548 Market St #95879 San Francisco, CA 94104-5401, or by calling us at (415) 805-3400. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us.
Miscellaneous. If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS, together with any Order Form, product-specific terms and conditions, and/or self-service Subscription, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Clearbit in any respect whatsoever. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term "including" or variations thereof in this TOS will be construed as if followed by the phrase "without limitation." Notices to you (including notices of changes to this Agreement) may be made via posting to the Site or by e-mail (including in each case via links), or by regular mail. All notices under this TOS if delivered in person, mailed or transmitted by email or fax will be treated as having been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Clearbit will not be responsible for any failure to fulfill any obligation due to any cause beyond its control. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys' fees. This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Clearbit relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Clearbit relating to such subject matter.
Governing Law. This TOS (including the arbitration provisions in Section 19 below shall be governed by the laws of the United States (including federal arbitration law) and the State of Delaware without regard to the principles of conflicts of law. Unless otherwise elected by Clearbit in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California for the purpose of resolving any dispute relating to your access to or use of the Service.
Arbitration; Class Action Waiver. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS TOS, YOUR USE OF THE SERVICES AND ALL RELATED MATTERS, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT CLEARBIT AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS TOS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION. The arbitration will be administered by the American Arbitration Association (the "AAA") under (a) its Consumer Arbitration Rules (currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf) if you are a consumer or (b) its Commercial Arbitration Rules (currently available at https://www.adr.org/sites/default/files/Commercial%20Rules.pdf) if you are not a consumer, in each case as amended by this TOS. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator's decision will follow the terms of this TOS and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this TOS, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this TOS will preclude you from bringing issues to the attention of federal, state or local agencies and, if applicable law allows, they can seek relief against us for you. IF YOU ARE A CONSUMER AND DO NOT WANT TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MAY OPT OUT. IN ORDER TO OPT OUT OF THIS ARBITRATION PROVISION, YOU MUST NOTIFY US IN WRITING THAT YOU DO NOT WANT TO RESOLVE DISPUTES WITH US BY ARBITRATION, AND SUCH NOTICE SHOULD BE DELIVERED BY MAIL TO 90 SHERIDAN ST, SAN FRANCISCO CA 94103, WITHIN THIRTY (30) DAYS OF THE EARLIER OF (A) THE DATE YOU FIRST USE THE SERVICE; AND (B) THE DATE YOU CLICK OR TAP ANY BUTTON OR BOX MARKED "ACCEPT," "AGREE" OR "OK" (OR A SIMILAR TERM) IN CONNECTION WITH THIS AGREEMENT.
Definitions. Capitalized terms not otherwise defined in this Agreement shall have the respective meanings assigned to them in this Section 20.
a. "Account Data" means information about Customer that Customer provides to Clearbit in connection with the creation or administration of its account, such as first and last name, user name and email address of an Authorized User or Customer's billing contact.
b. "Applicable Laws" means any and all governmental laws, rules, directives, regulations or orders that are applicable to a particular Party's performance under this Agreement.
c. "Authorized User" means an individual employee, workspace administrator, agent or contractor of Customer for whom subscriptions to the Service have been purchased pursuant to the terms of the applicable Order and this Agreement.
d. "API" means Clearbit's application program interfaces and related materials, including any related Documentation.
e. "Clearbit Data" means Product Data and Usage Data.
f. "Documentation" means the specifications, instructions, descriptions, and any other documents or text relating to the Service provided by Clearbit or maintained by Clearbit on its website at https://clearbit.com/docs.
g. "Feedback" means bug reports, suggestions or other feedback with respect to the Services or Documentation provided by Customer to Clearbit, exclusive of any Customer Confidential Information therein.
h. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
i. "Personal Data" means information relating to an identified or identifiable natural person that is protected by Applicable Laws with respect to privacy where the individual resides.
j. "Order Form" means a separate order form for the Service executed by Clearbit and Customer.
k. "Usage Data" means any data reflecting access or the use of the Service by or on behalf of Customer or any of its authorized users.