Clearbit Terms of Service
These terms were last updated on December 1, 2022.
These terms were last updated on December 1, 2022.
APIHub, Inc. dba Clearbit ("Clearbit") provides Clearbit Services (defined below) to you subject to these Clearbit Terms of Service ("Terms"). The effective date of these Terms is the earlier of the date you enter into these Terms and the date you first access the Clearbit Services.
By clicking or tapping any button or box marked "Accept," Agree" or "OK" (or a similar term) in connection with these Terms, or by accessing our site https://clearbit.com ("Site") or otherwise using the Clearbit Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and affirm that you are over the age of 18. If you are entering into these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind the entity and its affiliates to these Terms, 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 these Terms, you must not accept these Terms and may not use the Clearbit Services. You acknowledge that these Terms form 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 Clearbit Services, unless you have signed a separate Master Services Agreement or other similar with Clearbit.
PAID SUBSCRIPTION PLANS PURCHASED THROUGH SELF-SERVICE ON THE SITE OR THROUGH OUR RESELLERS WILL AUTOMATICALLY RENEW UNTIL YOU CANCEL THEM PURSUANT TO SECTION 5 OF THESE TERMS. CANCELING 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).
1.1. “Admin User” means an Authorized User who has access to certain additional features and functionalities of the Clearbit Services to monitor and administer Your account.
1.2. “Authorized User” means an employee, contractor, or agent of Customer who is authorized to use Clearbit Services and who has access to the Clearbit Services via a unique username and password under Your account.
1.3. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Customer. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
1.4. “Clearbit Services” means the Clearbit software-as-a-service platform, APIs, Clearbit's browser-based add-ons, extensions or plug-ins, and other services accessible via our website (www.clearbit.com), including Product Data.
1.5. “Competitor” means any company that is selling products or services that are the same or substantially similar to Clearbit Services.
1.6. “Customer Data” means all personal data or other materials provided to Clearbit by you in connection with the Services. For clarity, Clearbit may receive the same data from multiple customers or through Clearbit’s own data collection methods (“Duplicate Data”), and Clearbit is not restricted in any way under these Terms from its access, use, sharing, or storage of such Duplicate Data.
1.7. “Documentation” means Clearbit’s then-current technical or user documentation or specifications located at https://clearbit.com/docs.
1.8. “Initial Term” means the contract start date as set forth in the initial Order.
1.9. “Order” means any order form signed by the Parties that references these Terms and describes the services to be provided by Clearbit and the fees that will be paid by Customer.
1.10. “Product Data” means any data, reports, text, images, sound, video, code, insights, any other content made available by Clearbit through the Services, but excludes any logos output from any of the Services.
1.11. “Services” means the services provided to You by Clearbit as indicated in the applicable Order, including all or part of the Clearbit Services, Product Data, and Support, and as applicable any professional services set forth in any applicable statement of work.
1.12. “Service Fees” means the fees Clearbit charges and You pay for the Services as specified in the applicable Order.
1.13. “Software” means any and all software and tools (including updates) provided to Your Authorized Users by Clearbit to facilitate the use of or access to the Clearbit Services.
1.14. “Support” means the level of support set forth in the applicable Order provided by Clearbit during the Term.
2.1. Provision of Services: We will provide the Services to You and Your Affiliate(s) (so long as such Affiliate(s) is not a Competitor of Clearbit) in accordance with these Terms, including any applicable Orders. For any Services an Affiliate receives under these Terms, You (or your parent company for Affiliates under common control with you) and the Affiliate shall be jointly and severally liable for the obligations, including but not limited to payment obligations. You will keep all information related to Your Account current and promptly notify us of any changes by sending an e-mail to email@example.com.
2.2. Software Access: Some features and functionalities of our Clearbit Services may require Your Authorized Users to download and use our Software. During the Term, and subject to Your payment of all applicable Service Fees, Clearbit hereby grants You a limited, nonexclusive, nontransferable, non-sublicensable, revocable right and license to (i) access and use the Clearbit Services via a web browser or web-enabled device and (ii) use the Software only to access the Services.
2.3. Use of Services: You are solely responsible for the acts and omissions of Your Authorized Users, including their use of the Services, Software, and Customer Data. You and Your Authorized Users will maintain the security of their usernames, passwords and API Keys and not permit anyone who is not an Authorized User to access or use the Services. You will notify Clearbit immediately if You suspect or become aware of any unauthorized use of the Services or if an Authorized User’s username or password is lost or stolen.
2.4. Customer Restrictions: You and Your Authorized Users must not: (a) use the Clearbit Services to provide any Clearbit Services, Product Data or Software to third parties (excluding any Third Party Applications as permitted pursuant to Section 2.13 herein) or otherwise reproduce, license, sell, rent, lease, outsource, act as service bureau, or sublicense the Clearbit Services or Software; (b) use the Clearbit Services or Software in any manner that is defamatory, obscene, libelous, or otherwise violates the rights of another or does not comply with applicable laws, and regulations; (c) except as permitted by applicable law, decompile, disassemble, reverse engineer or otherwise attempt to access or derive the source code or other trade secrets from the Clearbit Services or Software; (d) submit content to the Clearbit Services or Software, by transmitting viruses or other malicious code or using the Clearbit Services to spam others or (e) use the Services to determine a consumer’s eligibility for (i) credit or insurance for personal, family or household purposes, (ii) employment or (iii) a government license or benefit or (d) any other purpose governed by the Fair Credit Reporting Act (FCRA).
2.5. Customer Compliance: Subject to Your and Your Authorized Users’ compliance with all applicable laws, You and Your Authorized Users shall be permitted to access or use the Clearbit Services or Software solely for the business-to-business sales, marketing, or business development activities of Customer (the “Permitted Uses”). As consistent with the Permitted Uses, You and Your Authorized Users may use the Services in a responsible and professional manner relating to the Customer’s business-to-business sales, marketing, and business development activities to (i) view the Product Data; (ii) communicate with any individuals contained within Product Data, in a manner that relates directly 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. Except as expressly permitted in an Order, You and Your Authorized Users shall not (a) incorporate any portion of the Service or Product Data into Your products or services, (b) use the Service or Product Data for any other commercial purposes other than the Permitted Uses, or (c) access or use the Product Data for the benefit of or on behalf of any entity except Customer.
2.6. Services Limits: You and Your Authorized Users shall not override or circumvent, or attempt to override or circumvent, any security feature, control, or use limits of the Clearbit Services.
2.7. Modifications & Updates: Customer acknowledges that, as is typical for software-as-a-service products, Clearbit may continually update the Services. Customer agrees that its purchase of the Services is not contingent upon the delivery of any future functionality or features, or dependent on any oral or written public documents made by Clearbit regarding future functionality or features.
2.9. In-Product Usage of Services; 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 these Terms 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. Notwithstanding anything to the contrary, in the event that your Order permits you to use the Services in-product, then You may use the Services to provide Product Data to your customers in the manner and subject to the restrictions set forth in the Order.
2.10. Ads Products: To the extent the Services include Clearbit Ads products, the following terms shall apply:
(i) You hereby authorize Clearbit to submit Customer Data to third-party audience targeting platforms (“Third Party Platforms”) on Your behalf. You may provide access to Your accounts to the Third Party Platform and other requested information as needed, for Clearbit to support Your use of the Clearbit Ads products.
(ii) If You are targeting or placing ads on behalf of another entity or third-party advertiser, You represent and warrant that you have all necessary permission and authorization to place and run such ads (and to authorize Clearbit to do so).
(iii) Any Product Data generated by the Clearbit Ads products (“Audience Data”) may only be used by You in accordance with these Terms. Without limiting the foregoing, You may not (and may not enable any third party to) (a) export Audience Data from the Services or otherwise use or duplicate Audience Data or (b) use the Audience Data to create or enrich derivative datasets.
(iv) You represent and warrant that any advertisements you place in connection with the Audience Data (a) shall comply with all applicable laws.
2.11. Additional API Terms: Any externally facing, commercial, or non-internal use of Clearbit's Logo API services requires link attribution as determined at the sole discretion of Clearbit and is only permitted with the 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.
2.12. Enrichment API and Services: To the extent the Services include any Enrichment features, Customer acknowledges that, through its use of the Services, it will transmit business contact information to Clearbit for purposes of matching, cleansing, or updating records with information from Clearbit’s database. During such transmission, Clearbit will make commercially reasonable efforts to respond to match and clean and append requests by researching and/or verifying business contact information so submitted and supplementing Clearbit’s commercial database with information Clearbit is able to verify. Clearbit may also use various signals such as email logic, email deliverability data (such as email “bounce” data) accessible through the Customer’s use of Clearbit to improve Clearbit’s database by, for example, eliminating invalid email addresses from it.
2.13. Third-Party Applications: “Third-Party Applications” means computer software programs and other technology that are provided or made available to Customers or Authorized Users by third parties, including those with which the Service may interoperate, including, for example, Customer’s CRM, marketing automation software, email marketing or sales enablement software, if any. Customers may be able to use the Service through integrations, webhooks, or other connections to one or more Third-Party Applications (each, a “Connection”). When You or your Authorized Users implement a Connection to a Third-Party Application, You hereby grant Clearbit the right and are expressly instructing Clearbit, to access and interoperate with that Third-Party Application during the Order Term in order to provide and support the Service. You are responsible for complying with all applicable third-party terms, policies, and licenses governing its access and use of Third-Party Applications and associated data (collectively, “Third-Party Terms”).
2.14. Suspension of Services: Clearbit may temporarily suspend or disable the Services, or restrict Customer’s or any User’s access to the Services or any component thereof:
(a) if Clearbit reasonably determines that Customer or a User has breached these Terms;
(b) for a failure to timely pay any Fees;
(c) if Clearbit reasonably determines such action is required to avoid or mitigate material harm to Clearbit or its customers, such as if the Services are experiencing excessive use, denial of service attacks, or other attacks or disruptions outside of Clearbit’s control;
(d) to address any emergency security concerns, such as if Clearbit becomes aware that a User Account may have been used by an unauthorized person;
(e) for scheduled or emergency maintenance of the Services; or
(f) if required to do so by law or a governmental or regulatory authority.
Where practicable in the circumstances and permitted by law, Clearbit will notify Customer of any such suspension, disablement, or restriction and limit its scope and duration to the minimum time necessary to redress or resolve the reason for such action. Clearbit will endeavor to schedule any maintenance to off-peak hours. To receive advance notice of any scheduled maintenance that Clearbit expects to cause material temporary unavailability of the Services, Customer may subscribe to service updates via the Status Page.
2.15 Free Plans and Free Trials: If You have signed up for a “trial” or another limited period no-charge plan, You may use the Service for a fourteen (14) day trial period, or as otherwise expressly set forth when you sign up for the Services (the “Trial Period”), solely for evaluation purposes, starting on the date that You registered with Our Service and accepted these Terms, without charge or further commitment. The Platform will automatically cease functioning at the end of the Trial Period unless (i) You supply Your payment card or other payment information and purchase a subscription to the Service; or (ii) Clearbit extends Your Trial Period in its sole discretion. After the end of the Trial Period, unless You purchase, prior to the end of the trial period, a subscription to the Service or elect to use the Service under the Free Plan, all hosted Contact Information and other data You provide to the Services (“Customer Information”) will no longer be available. If You elect to use the Platform under the limited free-to-use option, and We agree (the “Free Plan”), You acknowledge and accept that We may terminate Your use of the Services under the Free Plan for any reason or no reason at all and without any required prior notice. “Clearbit Free Users,” are defined as users who have registered for a free subscription account or are listed as a user within an account and/or instance. Clearbit Free Users and accounts are not subject to a service level agreement, and customer support is limited to the knowledge base and email support. DURING THE TRIAL PERIOD AND USE UNDER THE FREE PLAN, WE WILL HAVE NO OBLIGATION WHATSOEVER TO CONTINUE PROVIDING THE SERVICES TO YOU, AND YOU WILL HAVE NO CLAIM OR REMEDY FOR THE FAILURE OF THE SERVICES. THESE LIMITATIONS ARE IN ADDITION TO THE WARRANTY DISCLAIMERS AND LIABILITY LIMITS IN THESE TERMS.
2.16 Beta Services: If Customer chooses to receive Beta Services, Customer agrees to comply with any written requirements provided by Clearbit regarding those Beta Services. “Beta Services” means a Service, or a feature of a Services, that is designated or presented to Customer as alpha, beta, experimental, pilot, limited release, developer preview, early access, non-production, evaluation, provided prior to general commercial release, or similar. Beta Services are provided for Customer’s internal testing and evaluation purposes only and are not intended for use in production environments, with sensitive data, or as mission critical systems. Customer acknowledges and agrees that: (a) Beta Services are not ready for commercial release, may not operate properly, and may contain errors; (b) Clearbit is under no obligation to release a commercial version of the Beta Services and may unilaterally abandon development of Beta Services without liability to Customer; and (c) that Customer uses Beta Services at its own risk. Customer is solely responsible for maintaining and protecting all data and information that is processed by Beta Services. Customer will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of Customer’s use of the Beta Services.
3.1. Customer License: You hereby authorize and grant to Clearbit a worldwide, limited, non-exclusive license to use, have used, store, process, transfer, reproduce, distribute, perform, display, and create derivative works of Customer Data for the purpose of providing the Clearbit Services and as otherwise authorized in these Terms.
3.2. Intellectual Property Rights: You acknowledge that, as between the Parties Clearbit owns and retains all right, title and interest in the Intellectual Property Rights in the Services, Product Data and Software. This includes, without limitation, any Product Data that You (or Your Authorized Users) download, print, save or incorporate into other materials. Except as licensed under Section 3.1 of these Terms, You own and retain all right, title, and interest in the Intellectual Property Rights in Customer Data. “Intellectual Property Rights” means: (i) copyrights and other rights associated with works of authorship; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents, designs, algorithms, utility models, and other industrial property rights, and all improvements thereto; and (v) all registrations, applications, renewals, extensions, continuations, divisions, or reissues now or in the future.
3.3. Feedback, Comments, & Suggestions: You agree that Clearbit (or others we authorize) may freely use, disclose, reproduce, license, distribute, or otherwise exploit in any manner any feedback, comments, or suggestions You post in our forums or otherwise provide to us about our Services, Product Data and Software without any obligation to You, restriction of any kind (including on account of any Intellectual Property Rights), and without paying any compensation to You or any third party.
3.4. Third-Party Websites: You acknowledge that information and content accessible through Clearbit Services may be protected by the Intellectual Property Rights of third parties. The Clearbit Services may contain links to websites or resources of others, however, we do not endorse and are not responsible or liable for the accuracy, availability, content, products, or services of any third party. You are solely responsible and liable for Your use of any third-party websites while using the Services.
4.1. Self-Service Subscriptions: If you select a Subscription through the self-service process on the Site or through one of our Resellers, you will be required to provide Clearbit information regarding your credit card or another payment instrument (“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 for your monthly usage for the self-service Subscriptions entered into through the Site in accordance with the terms of the applicable payment plan referenced in the self-service Subscription or communicated to you by Clearbit from time to time, and you further agree to pay any charges so incurred. If your Payment Instrument is declined when Clearbit attempts to charge it, Clearbit may try to charge it again at a later time. If Clearbit does not receive payment, Clearbit will promptly suspend or terminate the Customer’s Services.
4.2. Invoicing: 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 charged by Clearbit for your use of Service in accordance with the Order Form. Clearbit will invoice You for amounts due under these Terms (including for any product usage overages at rates set forth in the Order) and You will pay all undisputed Service Fees within 30 days of invoice, except as otherwise specified in the applicable Order. 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. Unless Customer identifies any disputed amounts within fifteen (15) days of receipt of invoice, such invoice shall be deemed undisputed. In the event of a dispute, the Parties agree to work together in good faith to resolve such dispute. If the dispute is regarding a portion of an invoice, the undisputed portion shall remain due and payable in accordance with the term of these Terms.
4.3. Clearbit Subscription Rights: Features and functions of the Clearbit Services 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.
4.4. Taxes: Unless otherwise stated, Clearbit’s Fees do not include any taxes, levies or duties of any nature, including value-added, sales, use, or withholding taxes, or similar government fees or taxes assessable in any jurisdiction (collectively, “Taxes”). Customer is responsible for paying any Taxes associated with Customer’s purchases under these Terms, except for those assessable against Clearbit based on Clearbit’s income, property, or employees. If Clearbit has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 4.4, Clearbit will invoice Customer and Customer will pay that amount unless Customer provides Clearbit with a valid tax exemption certificate authorized by the appropriate taxing authority. Where applicable, the Customer will provide its VAT/GST registration number on an Order Form to confirm the business use of the ordered services.
4.5. Records Retention: During the Term of these Terms, you will take commercially reasonable efforts to maintain complete and accurate records of your use of the Service and Product Data sufficient to verify compliance with these Terms. If needed, Clearbit or its auditors may, upon reasonable advance notice and during normal business hours, examine such records. The scope of any such audit will be limited solely to verification of your compliance with the terms of these Terms.
4.6. Purchase Orders: If Customer issues to Clearbit a purchase order upon entering into an Order Form, any such purchase order is for Customer’s internal purposes only, and any terms in such purchase order are rejected by Clearbit, do not amend these Terms, and have no effect. If the Customer requests Clearbit to reference a purchase order number on a Clearbit invoice, such reference is included for administrative convenience only.
4.7. Withholding Tax: Taxes will not be deducted from payments to Clearbit, except as required by applicable law, in which case Customer will increase the amount payable as necessary so that, after making all required deductions and withholdings, Clearbit receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. Upon Clearbit’s request, Customer will provide to Clearbit its proof of withholding tax remittance to the respective tax authority.
4.8. Card Payments: If Customer provides Clearbit with credit or debit card (“Payment Card”) details for the payment of Fees, Customer: (a) represents that it is authorized to use such Payment Card; (b) authorizes Clearbit to charge such Payment Card on a periodic basis for the Fees when due, including upon sign up for paid Services and upon renewal; (c) agrees to keep its Payment Card details valid and current; and (d) agrees to pay any processing fees that are charged by third-party payment processors or Payment Card issuers. If Customer’s Payment Card is declined when Clearbit attempts to charge it, Clearbit may try to charge it again at a later time. If Clearbit does not receive payment, Clearbit may suspend or terminate Customer’s Services.
4.9. Usage Limits; Treatment of Overages: You are responsible for complying with usage limits applicable to your Subscription. During a Subscription Term, Clearbit may review Customer’s usage of the Services. Clearbit reserves the right to bill overages, cancel your subscription, or revoke access if limits are not maintained. Customer agrees to pay for any usage beyond the amounts previously purchased by Customer (“Overage”) or move to the next tier of pricing tied to the Customer’s usage as mutually agreed between Clearbit and Customer. 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. Non-paying users of the Services are expressly forbidden from caching or otherwise storing the Product Data.
5.1. Term: These Terms will commence on 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 the Logo Output APIs Service or browser extension, until you uninstall or remove such 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. 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 months (12) periods. The applicable Initial Term and any renewal terms are collectively referred to as the "Subscription Term". 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.
5.2. Termination: Except as otherwise expressly permitted in these Terms, these Terms may only be terminated as follows: (A) either Party (“Terminating Party”) may terminate these Terms at any time, immediately upon written notice to the other, if: (i) the other Party attempts to assign these Terms or delegate any obligation under these Terms, except as otherwise permitted in Section 11.3 of these Terms; (ii) the other Party, in full or in part, acquires ownership in or control of or is acquired by or becomes controlled by, a competitor of Terminating Party; or (iii) any assignment is made of the other Party's business for the benefit of creditors, or if a petition in bankruptcy is filed by or against the other Party, or if a receiver or similar officer is appointed to take charge of all or part of the other Party's property, or if the other Party is adjudicated as bankrupt; or (B) either Party may terminate these Terms upon written notice to the other if the other Party is in breach of any material term or condition of these Terms and the breaching Party fails to cure the breach within thirty (30) days of receipt of notice of that breach. If an Order Form is terminated early by Customer for Clearbit's uncured material breach of these Terms, then 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.
5.3. Effect of Termination: Upon termination of these Terms, if there is any Order in effect, these Terms will not terminate until such Order has expired or has been terminated in accordance with the terms therein. Upon termination of an Order, if applicable, and these Terms, Clearbit will cease providing the Services and promptly invoice Customer for any unpaid amounts owed, and Customer will pay Clearbit for all Services rendered and expenses incurred prior to the effective date of termination.
5.4. Product Data & Termination: Upon expiration or termination of these Terms for any reason, You and Your Authorized Users shall cease accessing the Services in any way. Notwithstanding the foregoing, You shall not be required to delete such Product Data upon expiration or termination hereof (unless required pursuant to applicable privacy laws), and may continue to use such information in a manner otherwise consistent with these Terms.
6.1. Obligations: During the Term and for a period of three (3) years after termination of these Terms (except for trade secrets, which shall be held in confidence for so long as they constitute trade secrets, and confidentiality obligations as required by applicable law), each Party (the “Receiving Party”) that receives Confidential Information (as defined below) of the other Party (the "Disclosing Party") will not use, other than in connection with the provision or receipt of the Services, or disclose to anyone, other than officers, employees, contractors, or representatives of the Receiving Party with a need to know for purposes of these Terms and who are subject to confidentiality obligations no less stringent than the terms of these Terms (“Representatives”), any Confidential Information disclosed to the Receiving Party by or on behalf of the Disclosing Party. The Receiving Party will safeguard disclosure of such Confidential Information to the same extent that Receiving Party safeguards its own Confidential Information of a similar nature, but in any case, will at a minimum use reasonable care. Each Party shall be responsible for any breach of its confidentiality and non-use obligations by its Representatives. Either Party may disclose Confidential Information to its legal and financial advisors in connection with an investment, merger, acquisition, or otherwise, subject to a duty to maintain the confidentiality of such Confidential Information. Upon request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party or destroy, certifying in writing to the Disclosing Party the destruction of such Confidential Information, the Disclosing Party’s Confidential Information in its possession or under its control.
6.2. Definition of Confidential Information: “Confidential Information” means all information, material, and data of the Disclosing Party which (i) is labeled or designated in writing as confidential or proprietary, (ii) the Receiving Party is advised is proprietary or confidential, or (iii) in view of the nature of such information and/or the circumstances of its disclosure, the Receiving Party knows or reasonably should know is confidential or proprietary. Confidential Information includes, without limitation, these Terms, the Services and Software, Product Data and Customer Data.
6.3. Exceptions: These confidentiality obligations will not apply to any information which (i) is or becomes publicly known without any fault of or participation by the Receiving Party or its Representatives; (ii) was in Receiving Party's possession prior to the time it was received from Disclosing Party or came into Receiving Party's possession from a third party, not under an obligation of confidentiality; (iii) is required to be disclosed by judicial, arbitral or governmental order or process or operation of law, in which event the Receiving Party will unless prohibited by law, notify the Disclosing Party of the requirement of disclosure before making such disclosure and will comply with any protective order or other limitation on disclosure obtained by the Disclosing Party; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.
6.4. Injunctive Relief: Any use or disclosure of the Disclosing Party's Confidential Information in a manner inconsistent with the provisions of these Terms may cause the Disclosing Party irreparable damage for which remedies other than injunctive relief may be inadequate, and both parties agree that the Disclosing Party may request injunctive or other equitable relief seeking to restrain such use or disclosure.
7.1. Representation: Each party represents and warrants that it has full power and authority to enter into these Terms.
7.2 Legal Compliance: Customer warrants that: (i) it owns or has rights to all Customer Data or has 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; (ii) it will use the Services in compliance with all applicable laws and regulations.
7.3. Disclaimer of Warranties: Except as expressly provided in these Terms and to the extent permitted by applicable law, Clearbit makes no warranties of any kind, whether express, implied, statutory or otherwise, including those of merchantability, fitness for a particular purpose, and non-infringement. Except as expressly provided in these Terms, Clearbit provides the Services on an “as is” and “as available” basis, and makes no representations regarding the availability, reliability, quality, or accuracy of the Services, or regarding any Customer Data.
8.1. Data Processing Addendum: If the parties have executed a Data Processing Addendum (“DPA”), the DPA shall govern the processing of personal data identified in the DPA.
8.2 Customer Data Obligations: You are solely responsible for (i) Customer Data, including the content, accuracy, and integrity of Customer Data and for correcting errors and omissions in Customer Data, and your secure transmission of such data to Clearbit, (ii) any communications between You or any Authorized User and any individual contained within Product Data and (iii) Your processing of Product Data, including any compliance with laws that apply to personal information or personal data in Product Data. You further represent and warrant that you have provided and will continue to provide adequate notices, and that you have obtained and will continue to obtain the necessary permissions and consents, to provide Customer Data to Clearbit for processing authorized by these Terms.
8.3 Independent Controllers: The Product Data may contain personal data or personal information, as defined by applicable laws including without limitation the General Data Protection Regulation (the “GDPR”), the UK GDPR, and the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., including its regulations and the amendments made by the California Privacy Rights Act of 2020 (“CCPA,” collectively, with applicable laws governing personal data or personal information, “Data Privacy Laws”). Subject to the contractual restrictions on Product Data and to the extent Data Privacy Laws apply to You or Clearbit, each of Customer and Clearbit shall be independent data controllers (or “businesses” as defined by the CCPA) for personal data or personal information available to Customer within Product Data. Each party agrees to comply with any obligations it may have under Data Privacy Laws in its processing of such personal data or personal information. For any personal information subject to the CCPA you make available to us that is not subject to the DPA, the following provisions apply: (1) Clearbit may process that personal information solely to improve and provide its products and services; (2) Clearbit shall comply with applicable obligations under the CCPA applicable to such personal information, including any privacy protections afforded by the CCPA; (3) Customer may take reasonable and appropriate steps to help ensure that Clearbit uses such personal information in a manner consistent with Customer’s obligations under the CCPA; (4) Clearbit shall notify Customer if it makes a determination it can no longer meets its obligations under the CCPA for such personal information; and (5) Customer may, with notice, take reasonable and appropriate steps to stop and remediate unauthorized use of such personal information.
8.4 Usage Data: Notwithstanding anything to the contrary herein, Clearbit may collect, use and analyze general information and data from its customers (including You) about usage of the Services, including logins and other actions taken, time stamps, API requests, IP addresses (“Usage Data”), in an anonymized, aggregated manner for purposes of improving and enhancing the quality and nature of Services, or to market or publish general information and statistics, provided that Clearbit does not specifically identify You or disclose any personally identifiable information in the course of collecting, using, analyzing, marketing or publishing such information or data. As between the parties, Clearbit exclusively owns and reserves all right, title, and interest in and to the Usage Data.
9.1. Indemnification by Clearbit: Clearbit will defend, indemnify and hold harmless Customer and its officers, directors, successors, and permitted assigns from and against any claim, action, demand, or proceeding by a third party (collectively “Claims”) resulting in liability, direct damages, cost, loss or expense, including court costs and reasonable attorney’s fees, and fines and penalties imposed by any governmental entity (collectively “Losses”) to the extent they result from infringement or misappropriation of a third party’s registered Intellectual Property Rights by the Services or Software. If a Loss is found by a court of competent jurisdiction to have been caused only in part by Clearbit, then its liability hereunder will be only such amount as is attributable to its fault. We shall have no liability or obligations under this section arising from Customer Data or an alleged infringement of Intellectual Property Rights arising from the following “Customer-Controlled Matters”: (i) use of the Clearbit Services and/or Software in combination with other equipment or software not provided or approved by us in writing if such claim would have been avoided but for such combined use; (ii) any modification to the Software made by You or any other third party not approved by us in writing or permitted under these Terms; (iii) Your failure to install any Software updates provided by us; or (iv) use of the Clearbit Services and/or Software other than in the manner permitted or authorized under these Terms. For any claim covered by this section, in our sole discretion we may (A) attempt to obtain the right for You to continue to use the Services and Software; or (B) replace or modify the Services and/or Software so that they no longer infringe but are functionally equivalent or (C) if neither (A) or (B) is commercially practicable, we shall have the right to terminate these Terms and refund to Customer all unearned fees paid by Customer, if any, for any Services not yet performed. THE PROVISIONS OF THIS SECTION STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF CLEARBIT TO THE CUSTOMER, AND THE CUSTOMER'S SOLE REMEDY, WITH RESPECT TO THE INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
9.2. Indemnification by Customer: Customer will defend, indemnify and hold harmless Clearbit and its officers, directors, employees, shareholders, agents, legal representatives, subsidiaries, Affiliates, successors and permitted assigns from any Claims resulting in Losses to the extent they result from (a) a claim that Customer Data infringes upon or misappropriates a third party’s Intellectual Property Rights; (b) a violation by Customer of Section 2 of these Terms; or (c) Customer-Controlled Matters.
9.3. Indemnification Process: The Party seeking indemnification under these Terms will: (i) give the indemnifying Party prompt written notice of the Claim, (ii) tender to the indemnifying Party control of the defense and settlement of the Claim, and (iii) cooperate with the indemnifying Party in defending or settling the Claim. The indemnified Party will have the right to participate at its own expense in any indemnification action or related settlement negotiations using counsel of its own choice. Neither Party may consent to the entry of any judgment or enter into any settlement that adversely affects the rights or interests of the other Party without that Party’s prior written consent, which may not be unreasonably withheld.
10.1. Limitation on Indirect Liability: EXCEPT FOR A PARTY’S RESPECTIVE CONFIDENTIALITY OBLIGATIONS, OR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BY EITHER PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE HEREUNDER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS, LOST SALES OR ANTICIPATED ORDERS, OR DAMAGES FOR LOSS OF GOODWILL, EVEN IF A PARTY WAS INFORMED OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.
10.2. Liability Cap: EXCEPT FOR CUSTOMER’S OBLIGATIONS UNDER SECTION 2 AND CUSTOMER’S PAYMENT OBLIGATIONS, THE AGGREGATE LIABILITY OF EITHER PARTY FOR ALL CLAIMS RELATING TO THE SERVICES OR CONNECTED WITH THESE TERMS, REGARDLESS OF THE DAMAGES THEORY, WILL NOT EXCEED THE FEES PAID OR OWING TO CLEARBIT UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE. CLEARBIT WILL NOT BE LIABLE FOR ANY DAMAGES INCURRED BY THE CUSTOMER TO THE EXTENT ARISING FROM ANY UNAUTHORIZED ACCESS RESULTING FROM THE ACTIONS OF THE CUSTOMER OR ANY THIRD PARTY OTHER THAN CLEARBIT’S REPRESENTATIVES.
11.1. Anti-Corruption: Without limiting the foregoing, each party represents and warrants that (i) in connection with these Terms, it has not and will not make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, to any official of any foreign government or any agency or instrumentality thereof and (ii) it will comply in all respects with the U.S. Foreign Corrupt Practices Act and similar domestic or foreign law.
11.2. Arbitration/Class Action Waiver: EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS, 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 THESE TERMS 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.
11.3. Assignment: Neither Party may assign these Terms, or any of its rights or obligations under these Terms, without prior written consent of the other Party, provided, however, that either Party may assign its rights and obligations to any of its majority-owned Affiliates or subsidiaries, or to any successor in interest to all or substantially all of such Party’s business or assets associated with the Services, provided that in the case of Customer, Clearbit has a right to terminate these Terms in the event such successor is a Competitor of Clearbit.
11.4. Customer List: Clearbit may identify Customer as such, in general listings of customers that Clearbit may make available on its website or in promotional or marketing materials.
11.5. Entire Agreement: These Terms (including any documents incorporated herein by reference and any Order Form) constitute the entire agreement between Customer and Clearbit concerning its subject matter, and it supersedes any other prior or contemporaneous agreements or terms, written or oral. Any terms or conditions appearing on a purchase order, vendor web portal, vendor onboarding form, or similar document issued by Customer do not apply to the Services, do not override or form a part of these Terms, and are void.
11.6. Export Compliance: The Services and Software are subject to the trade laws and regulations of the United States and other countries, including the Export Administration Regulations (EAR, 15 CFR Part 730 et seq.) and the sanctions programs administered by the Office of Foreign Assets Control (OFAC, 31 CFR Part 500). You will not import, export, re-export, transfer, or otherwise use the Software or Services in violation of these laws and regulations. By using the Software and Services, You represent that (a) You are not located in any U.S. embargoed country or on any restricted person list, and (b) You will not engage in activity that would cause Clearbit to be in violation of these laws and regulations.
11.7. Force Majeure: Neither Party will be liable for any delay or default in its performance of any obligation under these Terms (other than a payment obligation) caused directly or indirectly by acts of God, acts of government, labor problems, failures of suppliers, or by war or civil disturbance, or any cause or causes beyond such Party’s reasonable control. This provision will in no way impair either Party’s right to terminate these Terms.
11.8. Governing Law: These Terms (including the arbitration provisions in Section 11.2 shall be governed by the laws of the United States (including federal arbitration law) and the State of California 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.
11.9. Headings: The section headings and sub-headings of these Terms are for convenience only and have no interpretive value. Any list of examples following "including" or "e.g.," is illustrative and not exhaustive, unless qualified by terms like "only" or "solely." these Terms may be executed by the provision of original signatures, electronically or via facsimile, and in counterparts, which together will constitute one and the same agreement.
11.10. Notices: Except as otherwise expressly set forth in these Terms, all notices given to the Parties under these Terms will be in writing and will be given by nationally recognized overnight courier service, certified mail (return receipt requested), facsimile or e-mail with electronic confirmation, or personal delivery, if to Customer at the address indicated on the applicable Order, and if to Clearbit at: APIHub, Inc., Attn: Legal Department, 548 Market St #95879 San Francisco, CA 94104-5401, with a copy e-mailed of even date to: email@example.com.
11.11. Relationship of Parties: Clearbit and Customer are independent contractors and these Terms will not establish any relationship of partnership, employment, agency, joint venture, or franchise between Clearbit and Customer. Neither Party will have authority, and will not represent that it has any authority, to bind the other.
11.12. Survival: The rights and obligations of a Party which by their nature must survive termination or expiration of these Terms in order to achieve its fundamental purposes will survive any termination of these Terms.
11.13 Updates: Clearbit may make changes to these Terms from time to time for a variety of reasons, such as to reflect changes in the law or our business. If a revision materially and adversely alters Customer’s rights as determined by Clearbit in its sole discretion, Clearbit will use reasonable efforts to provide written notice to Customer prior to the change becoming effective, such as by emailing the email address associated with an Admin Account or by messaging Customer through the Services. Any material adverse changes to these Terms will become effective on the date set forth in such notice and, unless otherwise specified, all other changes will become effective upon posting on the Clearbit website. The most current version of these Terms for the Services will be posted on the Clearbit website. If Customer does not wish to agree to any changes made to these Terms, Customer should stop using the Services and notify Clearbit, because by continuing to use the Services after the date the changes become effective, Customer indicates its agreement to be bound by the updated Terms.
11.14. Waiver & Severability: If any provision of these Terms is held invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions will in no way be affected or impaired. A Party does not waive any right under these Terms by failing to insist on compliance with any term or by failing to exercise any right under these Terms. Waiver of any provision of these Terms is effective only if it is written and signed by the Party granting the waiver and will not imply a subsequent waiver of that or any other provision of these Terms.
12.1. Reseller Terms. If Customer has procured use of any Services through a Reseller:
(a) Customer’s use of such Services will be subject to the terms of these Terms and all Fees payable for such use shall be payable pursuant to the terms of the agreement with Reseller;
(b) different terms regarding invoicing, payment and taxes will apply as specified under the agreement with the Reseller, and the corresponding terms in these Terms do not apply; and
(d) Customer acknowledges that: (i) Reseller and Clearbit may share information with each other related to Customer’s use and consumption of the services for account management and billing purposes; and (ii) Reseller is not authorized to make any changes to these Terms or otherwise authorized to make any warranties, representations, promises or commitments on behalf of Clearbit or concerning the Services.