Legacy: Clearbit Terms of Service
Clearbit's current terms of service are available here.
Clearbit's current terms of service are available here.
Legacy Clearbit Terms of Service
These terms were last updated on January 1, 2024
In January 2024, Clearbit introduced a new Clearbit Service, called “Sales Intelligence.” Clearbit will continue to provide existing customers with Legacy Clerabit Services under the Legacy Terms in an effort to support service continuity.
Accordingly, existing Clearbit customers who accessed the Clearbit Services before January 2, 2024 (“Legacy Services”) will continue to renew Legacy Services under the Legacy Terms available at https://clearbit.com/legal/legacy which will apply to you instead. Existing customers also have the option to access the new Sales Intelligence Clearbit Service under the Legacy Terms as well.
APIHub, Inc. dba Clearbit, a HubSpot Affiliate ("Clearbit" or “We”) provides Clearbit Services (defined below) subject to these Legacy 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 Legacy Services.
By clicking or tapping any button or box marked "Accept," Agree" or "OK" (or a similar term) in connection with these Legacy 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 Legacy Terms and affirm that you are over the age of 18. If you are entering into these Legacy 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 Legacy 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 Legacy Terms, you must not accept these Legacy Terms and may not use the Clearbit Services. You acknowledge that these Legacy 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 LEGACY 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. “Authorized User” means an employee, contractor, or agent of Customer who is authorized to use the Clearbit Services and who has access to the Clearbit Services via a unique username and password under Your Account.
1.2. “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.
1.3. “Clearbit Services” means any services provided by Clearbit, including the Clearbit online platform, APIs, Product Data, and other services accessible via our website (). Clearbit Services include Legacy Services and the new Clearbit Services.
1.5. “Competitor” means any company that is selling products or services that are the same or substantially similar to the Clearbit Services.
1.6. “Customer Data” means personal contact information regarding Authorized Users, and all personal data or other materials solely provided by you to Clearbit in connection with the Services.
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 initial term of the contract as set forth in the initial Order.
1.9. “Order” means any order form signed by the parties that references these Legacy 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 the Logo Output APIs (as defined below) or the Services.
1.11. “Services” means the services provided to You by Clearbit as indicated in your self-serve account, if applicable, 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, and excludes any free or beta services provided by Clearbit.
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 use of or access to the Clearbit Services, including the Clearbit Tags, APIs, and other software and tools accessible via our website (www.clearbit.com).
1.14. “Subscription” means Services selected through the self-serve option on Clearbit’s website or purchased through an Order.
2. SERVICES AND SOFTWARE
2.1. Provision of Services: We will provide the Services to You and Your Affiliate(s) (so long as neither You nor such Affiliate(s) is a Competitor to Clearbit) in accordance with the applicable Order and these Legacy Terms. For any Services an Affiliate receives under these Legacy Terms, the Customer (or Customer’s parent company for Affiliates under common control with Customer) and the Affiliate shall be jointly and severally liable for the obligations, including but not limited to payment obligations. At the beginning of the Initial Term or promptly thereafter, You will receive access to a Clearbit Services account (“Your Account”). To use the Services, You must link at least one of your email accounts to Your Account, but may link no more email accounts than the total number of Your Authorized Users. You will keep all information related to Your Account current and promptly notify us of any changes and of any unauthorized use of Your Authorized Users’ identifications and passwords or your account 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, nonsublicensable, revocable right and license to (a) access and use the Clearbit Services via a web browser or web-enabled device and (b) 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 and Software, including their processing of any Product Data obtained from the Services. 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 2.12 herein) or otherwise reproduce, license, sell, rent, lease, outsource, act as service bureau, or sublicense the Clearbit Services, Product Data, or Software; (b) use the Clearbit Services, Product Data, 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, including, without limitation, any privacy rights, publicity rights, intellectual property rights or other property rights; (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; or (d) submit content to the Clearbit Services or Software, by transmitting viruses or other malicious code or using the Clearbit Services to spam others.
You and Your Authorized Users shall not use the Services to determine a consumer’s eligibility for (a) credit or insurance for personal, family or household purposes, (b) employment or (c) a government license or benefit or (d) any other purpose governed by the Fair Credit Reporting Act (FCRA).
2.5. Customer Compliance: Subject to You and Your Authorized Users’ compliance with all applicable laws, You and Your Authorized Users shall be permitted to access or use the Clearbit Services, Product Data, 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 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 for business-to-business sales, marketing, and business development purposes.
Except as expressly permitted in an Order, You and Your Authorized Users shall not (a) incorporate any portion of the Services or Product Data into Your products or services, (b) use the Services 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. Clearbit may use technological means to place reasonable use limits to prohibit excessive use, including excessive API requests or exceeding records limits that indicate a violation of these Legacy Terms, such as sharing with third parties or attempting to circumvent limitations to purchased credits (if applicable).
2.7. Modifications & Updates: We may modify the Services or update the Software from time to time. 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.
2.8. Clearbit Tags. To the extent the Services include use of the Clearbit Tags on Customer’s websites or digital properties (“Customer Properties”), the following terms shall apply:
(i) Customer acknowledges that it shall implement the current version of Clearbit Tags on the Customer Properties in accordance with the Documentation and acknowledges that failure to do so may cause the Services to cease working properly.
(ii) Each party acknowledges and agrees that any Customer Data collected by the Clearbit Tags (“Website Data”) may be used by Clearbit for improvement, development, provision and enhancement of products and services provided by Clearbit in accordance with these Terms.
(iii) Customer represents and warrants that it has provided and will continue to provide adequate notices, and that it has obtained and will continue to obtain any necessary permissions and consents, with respect to the use of Clearbit Tags. Without limiting the foregoing, Customer will include on each Customer Property a privacy notice that discloses Customer’s use of third-party tracking technology (including, where applicable, the storage of cookies) to collect Website Data in compliance with applicable data privacy laws.
(iv) Customer will promptly remove all Clearbit Tags from Customer Properties upon termination of the Services and acknowledges that Clearbit Tags may continue to collect Website Data until so removed.
2.9. Ads Products: To the extent the Services includes Clearbit Ads products, the following terms shall apply:
(i) Customer hereby authorizes Clearbit to submit data to third party audience targeting platforms (“Third Party Platforms”) on Customer’s behalf. Customer may provide access to their accounts to the Third Party Platform and other requested information as needed, for Clearbit to support Customer’s use of the Clearbit Ads products.
(ii) If Customer is targeting or placing ads on behalf of another entity or third party advertiser, Customer represents and warrants that it has 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 Customer in accordance with these Legacy Terms. Without limiting the foregoing, Customer 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) Customer represents and warrants that any advertisements it places in connection with the Audience Data (a) shall comply with all applicable laws, including but not limited to, CAN-SPAM, Telephone Consumer Protection Act, and any data privacy and export control laws and (b) will not contain any content or promote any purpose that is (i) libelous, defamatory, obscene, discriminatory, pornographic, abusive, or otherwise illegal, (ii) spyware, adware or other malicious code, (iii) dealing in counterfeit goods or items subject to US embargo, (iv) constitutes hate materials under applicable law, (iv) hacking, surveillance, interception or descrambling technology, (vi) dealing in stolen products or tools or items used for theft.
2.10. Additional API Terms: Any externally-facing, commercial, or non-internal use by Your or Your Authorized Users of any Clearbit API products or services that collect or generate data output in the form of logos, company names, domain names or other third party trademarks, including but not limited to the Logo API, the Name to Domain API, and the Autocomplete API (collectively referred to as the “Logo Output APIs”) 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 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 Output APIs, which will be included in the Order. You understand and agree that any output provided or generated by the Logo Output APIs is collected algorithmically by Clearbit and provided to You and Your Authorized Users as-is and at Your own risk. Clearbit does not have a license from the owner of the applicable logo, name, domain name, or other trademark with respect to any output provided or generated by the Logo Output APIs or otherwise collected by the Logo Output APIs, and therefore cannot grant You or Your Authorized Users any license to the output generated or provided by any Logo Output API. Any indemnification provided by Clearbit with respect to third party intellectual property claims for its services under these Legacy Terms (as set forth in Section 9.1 below) and under any other legal agreements with You do not apply to the Logo Output APIs. You and Your Authorized Users are solely responsible for using the Logo Output APIs in compliance with applicable laws and in a manner that does not violate any third party rights.
2.11. Enrichment API and Legacy Services: To the extent the Clearbit Services include any Enrichment features, Customer acknowledges that, through its use of the Legacy Services, it will transmit Customer Data 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 Customer Data so submitted and supplementing Clearbit’s commercial database with information Clearbit is able to verify or otherwise as needed to perform the Clearbit Services. Clearbit may also use email deliverability data (such as email “bounce” data) accessible through Customer’s use of Clearbit to improve the Clearbit Services by, for example, eliminating invalid email addresses from it. Customer shall only provide business email addresses (emails tied to a business domain) in Customer Data to Clearbit for any Enrichment features. Customer shall have no expectation that Clearbit can or will enrich personal email addresses (e.g. Gmail).
2.12. 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, email marketing or sales enablement software, if any. Customer 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 to 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. Customer is 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”).
2.13. 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 ensure) compliance with these Legacy Terms and additional product-specific terms and conditions by any users of Product Data. 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.
2.14. Suspension of Services: In the event Clearbit has a reasonable belief that You or any Authorized User is engaged in or facilitated any unauthorized or unlawful access or use of the Product Data or the Services in violation of these Legacy Terms, Clearbit, in its sole discretion, may with written notice to You immediately suspend or limit Your access to the Product Data and/or Services until such violation is resolved to Clearbit’s reasonable satisfaction. We will use commercially reasonable efforts to give You prior e-mail notice of suspension under this Section, and we will resume the Services as soon as possible once the issue necessitating suspension is resolved. We will not be liable to You for any loss, damage or inconvenience suffered as a result of any suspension, unless such suspension is necessitated due to Clearbit’s breach of its warranty under Section 7.1 (ii) hereof.
2.15. Free Plans: If You elect to use the Clearbit Services 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. 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 offered solely for experimental purposes and without warranty of any kind, and may be modified or discontinued at Clearbit’s sole discretion.
2.17. Accuracy of Product Data: During the term of these Legacy Terms, Clearbit agrees to take commercially reasonable steps to: (i) cooperate with Customer to ensure the accuracy and integrity of Product Data; and (ii) correct errors and omissions in Product Data when discovered by Clearbit and/or upon notification by Customer, and confirmation of any error or omission by Clearbit.
2.18. Customer Security: Customer affirms that all locations within Customer’s environment where Product Data is stored have implemented industry-standard physical, technical, and administrative controls to ensure that Product Data is accessible only by Customer and Authorized Users.
3. DATA RIGHTS, PRIVACY, AND SECURITY
3.1. Customer License to Customer Data: You hereby authorize and grant to Clearbit a worldwide, limited, non-exclusive, perpetual license to use, 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 Legacy Terms.
3.2. Customer Data Obligations: You are 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 any privacy, security, and marketing-related laws and regulations that apply to personal data contained within Product Data, including, without limitation, the General Data Protection Regulation 2016/679 (“GDPR”), the Privacy and Electronic Communications Directive 2002/58/EC (“ePrivacy Directive”), the California Consumer Privacy Act (“CCPA”), and the CAN-SPAM Act of 2003. 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 all necessary permissions and consents, to collect and provide Customer Data to Clearbit for processing as contemplated by these Legacy Terms. Clearbit will maintain and enforce physical and logical security procedures with respect to its access and maintenance of the Clearbit Services.
3.3. Personal Data Obligations: Each party shall comply with their respective obligations under Addendum A with respect to any personal data transferred by one party to another as set forth in more detail in such addendum. If the parties have executed a Data Processing Addendum (“DPA”), the DPA shall govern the processing of personal data identified in the DPA.
3.4. Usage Data: Notwithstanding anything to the contrary herein, Clearbit may collect, use and analyze general information and data from its customers (including Customer Data) for purposes such as research, marketing, analysis, and benchmarking, and other purposes reasonably required to develop, deliver, and provide ongoing innovation to the Clearbit Services, 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.
4. PAYMENT, TAXES
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. 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.
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.
4.2. Invoicing: If you purchase a Subscription through a separately executed Order, 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. 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 not subject to reasonable dispute within 30 days of receipt of invoice, except as otherwise specified in the applicable Order.
If Customer fails to pay any undisputed amounts, without limiting Clearbit’s other rights and remedies, after providing Customer with fifteen (15) days’ written notice of non-payment of any amount due: (a) Clearbit may suspend any and all Authorized User’s access to any or all Services until such amounts are paid in full (b) Customer shall reimburse Clearbit for all reasonable costs incurred by Clearbit in collecting any late payments including attorneys’ fees; and (c) if such nonpayment continues, Clearbit may terminate Customer’s and its Authorized Users’ access to the Service and this agreement in accordance with the Termination provision, and Customer remains liable for all Fees agreed upon under these Terms.
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. Credit Card Payments: If Customer provides Clearbit with credit or debit card (“Payment Card”) details for the payment of fees stated herein ("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 (for example, if Customer’s Payment Card has expired or is no longer valid), Clearbit reserves the right, and Customer authorizes Clearbit, to retry billing Customer’s Payment Card. If Customer updates Payment Card information to remedy a change in validity or expiration date, Clearbit will automatically resume billing; Clearbit may also receive updates on Customer’s Payment Card through our payment service providers and automatically resume billing. If Clearbit does not receive payment, Clearbit may suspend or terminate Customer’s Services.
4.5. Taxes: You will pay all applicable sales, use, service, value-added, consumption or other taxes (“Taxes”) associated with the Services You purchase. Clearbit will pay all taxes on its income and all taxes and insurance associated with its personnel.
4.6. Purchase Orders: If Customer issues to Clearbit a purchase order upon entering into an Order, 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 Legacy 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. Usage Limits; Treatment of Overages: You are responsible for complying with usage limits applicable to your Subscription. You can learn more on the page, which we may update from time to time.
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.
4.9. Records Retention: During the Term of these Legacy 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 Legacy Terms.
5. TERM AND TERMINATION; SUSPENSION
5.1. Term: These Legacy 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 Orders, for twelve (12) months or as otherwise specified in such Order. 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 Orders, unless otherwise specified in the Order, the Initial Term will automatically renew upon expiration for successive twelve (12) months 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.
5.2. Termination: Except as otherwise expressly permitted in these Legacy Terms, these Legacy Terms may only be terminated as follows: (i) either party (“Terminating 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; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.
5.3. Effect of Termination: Upon termination of these Legacy Terms, if there is any Order in effect, these Legacy 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 Legacy 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. Upon termination of an Order, if applicable, and these Legacy Terms, only when due to Clearbit’s material breach, Clearbit will cease providing the Services and promptly refund Customer a pro-rata refund of any fees You have paid in advance for the Services and/or Software, beginning on the date of the breach.
5.4. Product Data & Termination: Upon expiration or termination of these Legacy 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 Product Data upon expiration or termination hereof (unless required pursuant to applicable laws) as long as you have an independent legal basis to use such Product Data, and may continue to use such information in a manner otherwise consistent with these Legacy Terms.
6. NONDISCLOSURE OF CONFIDENTIAL INFORMATION
6.1. Obligations: During the Term and for a period of three (3) years after termination of these Legacy 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 Clearbit 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 Legacy Terms and who are subject to confidentiality obligations no less stringent than the terms of these Legacy 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 Legacy Terms, Product Data, the Clearbit Services and Software.
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; or (iii) 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 Legacy 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.
6.5. Required Disclosures: If it becomes necessary for the Receiving Party to disclose any Confidential Information to enforce these Legacy Terms or comply with a judicial, arbitral or governmental order or process or operation of law, 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.
7.1. Clearbit Warranties: Clearbit warrants that: (i) it will perform the Services in conformity with the Service Level Agreement (“SLA”) at https://clearbit.com/sla, as such may be updated from time to time; (ii) it will provide the Services in a professional manner, consistent with recognized industry standards and good commercial practices; (iii) it is duly licensed and otherwise authorized to provide the Services; and (iv) it has the authority and right to enter into these Legacy Terms and to observe and perform its respective obligations contained in these Legacy Terms.
7.2. Customer Warranties: Customer warrants that: (i) it has the authority and right to enter into these Legacy Terms and to observe and perform its respective obligations contained in these Legacy Terms and (ii) it will comply with all applicable laws in its use of the Services.
7.3. Disclaimer of Warranties: WITH THE EXCEPTION OF THOSE EXPRESS WARRANTIES MADE IN THIS SECTION 7, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY.
8. INTELLECTUAL PROPERTY
8.1. Intellectual Property Rights: You acknowledge that, as between the parties and except as licensed in Section 2.2 of these Legacy Terms, 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. “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.
8.2. Feedback, Comments, & Suggestions: Except to the extent it contains Your Confidential Information, 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.
8.3. Third Party Websites: You acknowledge that information and content accessible through the Clearbit Services may be protected by 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.
9.1. Indemnification by Clearbit: Clearbit will indemnify and have the right but not the duty to defend, Customer and its Affiliates ’officers, directors, successors, and permitted assigns from and against any claim, action, demand or proceeding by a third party (collectively “Claims”) resulting in liability, damage, 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 U.S. 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.
Clearbit shall have no liability or obligations under this section arising from Product Data or an alleged infringement of Intellectual Property Rights to the extent arising from the following (collectively “Customer-Controlled Matters”): (a) 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; (b) any modification to the Software made by You or any other third party not approved by us in writing or permitted under these Legacy Terms; or (c) use of the Clearbit Services and/or Software other than in the manner permitted or authorized under these Legacy Terms or under applicable law.
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 Legacy 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 CUSTOMER, AND 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 Sections 2.1-2.5 and 2.7 of these Legacy Terms; or (c) Customer-Controlled Matters.
9.3. Indemnification Process: The party seeking indemnification under these Legacy Terms will: (a) give the indemnifying party prompt written notice of the Claim (provided, that failure to provide such prompt notice will not release the indemnifying party from its indemnity obligations except to the extent the indemnifying party is materially prejudiced thereby); (b) tender to the indemnifying party control of the defense and settlement of the Claim,;and (c) 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. LIMITATIONS OF LIABILITY
10.1. Limitation on Indirect Liability: 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 A BREACH BY CUSTOMER OF THEIR PAYMENT OBLIGATIONS OR SECTION 2, THE AGGREGATE LIABILITY OF EITHER PARTY FOR ALL CLAIMS RELATING TO THE SERVICES OR CONNECTED WITH THESE LEGACY 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 CUSTOMER TO THE EXTENT ARISING FROM ANY UNAUTHORIZED ACCESS RESULTING FROM THE ACTIONS OF CUSTOMER OR ANY THIRD PARTY, OTHER THAN CLEARBIT’S REPRESENTATIVES.
11.1. 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.
11.2. Assignment: Neither party may assign these Legacy Terms, or any of its rights or obligations under these Legacy 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 an Affiliate under common control with the party, or to any successor in interest to all or substantially all of such party’s business or assets associated with the Services, provided that Clearbit has a right to terminate these Legacy Terms in the event a successor of Customer is a Competitor of Clearbit.
11.3. Relationship of parties: Clearbit and Customer are independent contractors, and these Legacy 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.
11.4. Notices: Except as otherwise expressly set forth in these Legacy Terms, all notices given to the parties under these Legacy 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. C/O its Affiliate, HubSpot, Inc.
Attn: General Counsel
Two Canal Park, Cambridge, MA 02141, U.S.A.
With a copy e-mailed of even date to: firstname.lastname@example.org
11.5. Governing Law: These Terms are governed by the laws of the State of California, without regard to its conflicts of law rules. The prevailing party in any legal proceeding shall be entitled to recover their reasonable attorneys’ fees and costs.
11.6. 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.
11.7. 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 of the change, such as by emailing the email address associated with an Admin Account or by messaging Customer through the Services. The most current version of these Legacy Terms for the Services will be posted on the Clearbit website. Any material adverse changes to these Legacy Terms will become effective on the next business day If Customer does not wish to agree to any changes made to these Legacy 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 Legacy Terms.
11.8. Waiver & Severability: If any provision of these Legacy 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 Legacy Terms by failing to insist on compliance with any term or by failing to exercise any right under these Legacy Terms. Waiver of any provision of these Legacy 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.
11.9. Headings: The section headings and sub-headings of these Legacy 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."
11.10. Survival: The rights and obligations of a party which by their nature must survive termination or expiration of these Legacy Terms in order to achieve its fundamental purposes will survive any termination of these Legacy Terms.
11.11. 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, the parties represent that (a) they are not located in any U.S. embargoed country or on any restricted person list, and (b) they will not engage in activity that would cause the other party to be in violation of these laws and regulations.
11.12. Force Majeure: Neither party will be liable for any delay or default in its performance of any obligation (other than a payment obligation) under the Legacy Terms caused directly or indirectly by act of God, acts of government, labor problem, failures of suppliers, or by war or civil disturbance, or any cause or causes beyond such party’s reasonable control (collectively, “Force Majeure Events”). This provision will in no way impair either party’s right to terminate these Legacy Terms.
11.13. Anti-Corruption: Without limiting the foregoing, each party represents and warrants that (i) in connection with these Legacy 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.
11.14. Entire Agreement: These Legacy Terms, together with any written Orders, the Addendum, the Exhibit(s), and the DPA, if applicable, constitutes the complete and final agreement of the parties pertaining to the Services, and supersedes the parties’ prior agreements, understandings and discussions relating to the Services. In the event of any conflict or inconsistency between a provision in these Terms and in an Order, the provision in the Order will take precedence and prevail.
12. RESELLER TERMS
12.1. If Customer has procured use of any Services through a Reseller, the following terms apply:
(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
(c) 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.
Addendum A to the Agreement
Clearbit Controller to Controller Data Sharing Addendum
This Clearbit Controller to Controller Data Sharing Addendum ("DSA") amends and is incorporated into the Terms between Clearbit and Customer, and will be applicable to each party’s Processing of Controller Data, where such Processing is regulated by Applicable Data Protection Laws. Except for the changes made by this DSA, the Terms remain unchanged and in full force and effect. In the event of a conflict between this DSA and any other portion of the Terms, the provision of this DSA shall control. The parties agree that this DSA shall replace any existing data processing addendum the parties may have previously entered into in connection with the Services for Controller to Controller Processing and will be applicable when either party Processes Controller Data where such Processing is regulated by Applicable Data Protection Laws.
Capitalized terms have the meaning given to them in the Terms, unless otherwise defined below.
1. Definitions. For the purpose of this DSA (i) “Personal Data” means any information relating to an identified or identifiable individual, including where such information is contained within Product Data or Business Contact Data and “personal information” as defined under the CCPA; (ii) “Data Subject” means an identifiable natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, address, title, or an online identifier. In the context of the Terms, (iii) “Controller Data” means any Personal Data that either party provides to the other party in the course of Clearbit providing the Services to Customer that is subject to Applicable Data Protection Laws, including Product Data and Business Contact Data; (iv) “Processing,” “Process,” and “Processed” means any operation or set of operations which is performed on Controller Data, individually or in sets, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction; (v) “Applicable Data Protection Law(s)” means all worldwide laws relating to the Processing of Controller Data, which may include (a) the GDPR, (b) the ePrivacy Directive, (c) applicable national implementations of (a) and (b), (d) GDPR as it forms parts of the United Kingdom domestic law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”), (e) Swiss Federal Act on Data Protection Act and its Ordinance (“Swiss FADP”), (f) the CCPA, and the laws of any other country or state to which the Controller Data is subject; (vi) “EU Standard Contractual Clauses” means the standard contractual clauses annexed to the European Commission’s Decision (EU) 2021/914 of 4 June 2021 currently found at https://eur-lex.europa.eu/eli/dec_impl/2021/914, as may be amended, superseded or replaced; and (vii) “UK Addendum” means the International Data Transfer Addendum issued by the UK Information Commissioner under section 119A(1) of the Data Protection Act 2018 currently found at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf, as may be amended, superseded, or replaced. For the avoidance of doubt, all terms herein (whether in capital letters or lowercase) not otherwise defined but used in this DSA, shall have the meaning given to them in the Terms, or if undefined in both documents, shall have the meaning as given to them in Applicable Data Protection Laws.
2. Roles of the parties. The parties acknowledge that in regards to any Controller Data that is transferred between the parties that Clearbit is an independent Controller and Customer is an independent Controller, not a joint Controller with Clearbit. Each party shall comply with its obligations under Applicable Data Protection Laws (including, but not limited to, Articles 13 and 14 of the GDPR), and this DSA, when Processing Controller Data. A party shall only use information subject to the GDPR or UK GDPR for a purpose that constitutes a “legitimate interest” (including direct marketing) as defined in the applicable GDPR or UK GDPR, or a party has some other lawful basis to Process such information.
3. Data Processing. The categories of Data Subjects affected by the Processing of Controller Data within the scope of this DSA will be business contacts or prospects of Customer. The types of Personal Data affected by the Processing within the scope of this DSA will include business contact information (which may include the following or a subset: name, work email address, title, work phone number) of the Data Subjects. The Controller Data transferred will be subject to the following basic processing activities: to facilitate the Permitted Uses and for Business Contact Data Business Purposes.
4. Data Transfers; EU Standard Contractual Clauses.
4.1. Data Transfers. The terms of this Section 4 shall apply to the extent that either party receives Controller Data from the other party that is subject to the GDPR, UK GDPR, or FADP (“European Data”) and Applicable Data Protection Laws require the parties to implement the EU Standard Contractual Clauses or an alternative transfer solution with respect to such transfer.
4.2. Cross-Border Data Transfers Under EU Standard Contractual Clauses. With respect to European Data transferred from the European Economic Area (“EEA”), the EU Standard Contractual Clauses incorporated herein shall apply, form part of this DSA, and take precedence over the rest of this DSA as set forth in the EU Standard Contractual Clauses. They will be deemed completed as follows:
4.2.1 Where Customer is a data exporter and controller, and Clearbit is a data exporter and controller, Module 1 shall apply.
4.2.2 Clause 7, the “Docking Clause (Optional),” will be deemed incorporated.
4.2.3 Under Clause 11 (Redress), the optional requirement that Data Subjects be permitted to lodge a complaint with an independent dispute resolution body does not apply.
4.2.4 Under Clause 17 (Governing law), the parties choose Option 1 (the law of an EU Member State that allows for third-party beneficiary rights). The parties select the law of Ireland.
4.2.5 Under Clause 18 (Choice of forum and jurisdiction), the parties select the courts of Ireland.
4.2.6 Annexes I-II are set forth below.
4.2.7 By entering into this DSA, the parties are deemed to be signing the EU Standard Contractual Clauses and its applicable Annexes.
Cross-Border Transfers From Switzerland. With respect to European Data transferred from Switzerland for which Swiss law (and not the law in any EEA jurisdiction) governs the international nature of the transfer, references to the GDPR in Clause 4 of the EU Standard Contractual Clauses are, to the extent legally required, amended to refer to the Swiss FADP or its successor instead, and the concept of supervisory authority shall include the Swiss Federal Data Protection and Information Commissioner.
Cross-Border Transfers Under the UK Addendum. With respect to European Data transferred from the United Kingdom for which United Kingdom law (and not the law in any EEA jurisdiction) governs the international nature of the transfer, the UK Addendum form part of this DSA and take precedence over the rest of this DSA as set forth in the UK Addendum, unless the United Kingdom issues updates to the UK Addendum that, upon notice from Customer, will control. Undefined capitalized terms used in this provision shall mean the definitions in the UK Addendum. For purposes of the UK Addendum, they shall be deemed completed as follows:
4.2.8 Table 1 of the UK Addendum: (1) the parties’ details shall be the parties and their Affiliates to the extent any of them is involved in such transfer, including those set forth in Schedule 1; (2) the Key Contact shall be the contacts set forth in Schedule 1.
4.2.9 Table 2 of the UK Addendum: The Approved EU Standard Contractual Clauses referenced in Table 12 shall be the EU Standard Contractual Clauses as executed by the parties.
4.2.10 Table 3 of the UK Addendum: Annex 1A, 1B, and II shall be set forth in Schedule 1.
4.2.11 Table 4 of the UK Addendum: Clearbit may end this DSA as set out in Section 19 of the UK Addendum.
4.2.12 By entering into this DSA, the parties are deemed to be signing the UK Addendum and its applicable Tables and Appendix Information.
4.3. Statutory Revisions to the EU Standard Contractual Clauses or UK Addendum. In the event that the GDPR or UK GDPR require the use of revised standard contractual clauses applicable to this DSA, such revised standard contractual clauses shall automatically be deemed to replace the EU Standard Contractual Clauses and/or UK Addendum, as applicable, without the need for any further action, unless Clearbit otherwise informs Customer.
4.4. Alternative Transfer Solution. To the extent that Clearbit has certified to the EU-U.S. Data Privacy Framework, the Swiss-U.S. Data Privacy Framework, or the UK Extension to the EU-U.S. Data Privacy Framework self-certification programs operated by the U.S. Department of Commerce (“Data Privacy Framework”), and the Data Privacy Framework enables the lawful transfer of Personal Data to a third country in accordance with Applicable Data Protection Laws, Clearbit shall rely on the relevant Data Privacy Framework (not the EU Standard Contractual Clauses or UK Addendum) to lawfully receive European Data in the United States. Clearbit shall ensure that it provides at least the same level of protection to European Data as is required by the Data Privacy Framework Principles and inform Customer if it is unable to comply with this requirement.
5. CCPA. Each of Customer and Clearbit shall be “businesses” as defined by the CCPA for “personal information” contained within Controller Data made available by either party to the other, as “personal information” is defined under the CCPA. Each party agrees to comply with any obligations it may have under Applicable Data Protection Laws in its Processing of such “personal information.”
6. Product Data. Without limiting the foregoing, each party acknowledges and agrees that: (a) the Product Data is made available to Customer solely for the limited and specified purpose(s) of enhancing the business contact data for Customer’s sales and marketing purposes; (b) with regards to its Processing of the Product Data, Customer shall comply with and provide the same level of privacy protection as is required by the CCPA; (c) Clearbit shall have the right, upon reasonable notice, to take reasonable and appropriate steps to (1) ensure that Customer uses Product Data in a manner consistent with Clearbit’s obligations under the CCPA and (2) stop and remediate unauthorized uses of Product Data; (d) if requested by Clearbit, Customer shall attest that it treats Product Data in compliance with Applicable Data Protection Laws; and (e) Customer shall notify Clearbit promptly if Customer determines it can no longer meet its obligations under the CCPA.
7. Business Contact Data. Each party further acknowledges and agrees that Business Contact Data may be made available by Customer to Clearbit for the Business Contact Data Business Purposes. As used herein, “Business Contact Data Business Purposes” means improvement, development, provision and enhancement of products and services provided by Clearbit. Customer makes Business Contact Data available solely for the Business Contact Data Business Purposes, and Clearbit shall Process Business Contact Data solely for the Business Contact Data Business Purposes. Clearbit shall comply with all applicable sections of the CCPA with respect to Business Contact Data, including providing the same level of privacy protection as required of businesses by the CCPA. Customer shall have the right, upon notice, to take reasonable and appropriate steps to (a) ensure that Clearbit uses Business Contact Data in a manner consistent with Customer’s obligations under the CCPA; or (b) stop and remediate unauthorized Processing of Business Contact Data. Clearbit shall notify Customer after Clearbit makes a determination that it can no longer meet its obligations under the CCPA. “Business Contact Data” means all Personal Data or other materials provided by you in connection with the Services. For clarity, Clearbit may receive the same Business Contact Data from multiple customers or through Clearbit’s own data collection methods (“Duplicate Business Contact Data”) and Clearbit is not restricted in any way under the Terms from its access, use, sharing or storage of such Duplicate Business Contact Data.
8. If either party receives any complaint, notice or communication from a supervisory authority or other governmental authority which relates to the other party’s: (a) Processing of the Controller Data or (b) potential failure to comply with Applicable Data Protection Laws in respect of the Controller Data, that party shall direct the supervisory authority or governmental authority to the other party and, in the case of intertwined obligations, claims, or Controller Data at issue, shall provide reasonable assistance to the other party in responding to the supervisory authority or governmental authority.
9. Technical and Organizational Measures
Each party shall implement and maintain appropriate technical and organizational measures to provide a level of security appropriate to the risk for the Processing of Controller Data. Each party shall regularly test, assess, and evaluate the effectiveness of such technical and organizational measures for ensuring the security of the Processing.
10.1 Without prejudice to any other obligations under this DSA or the Terms, the parties will secure Controller Data (i) with at least reasonable care and skill; and (ii) in accordance with good industry practice and Applicable Data Protection Laws.
10.2 The term of this DSA corresponds to the term of the Terms and any subsequent agreements referencing it between the parties. Provisions which by their nature are intended to survive termination or expiration of this DSA, will continue and survive any termination or expiration of this DSA.
10.3 Notwithstanding anything to the contrary in the Terms, in the event of a conflict between the terms of this DSA and the terms of the Terms, the terms of this DSA shall prevail with respect to data privacy and security matters.
10.4 The effective date of this DSA is the date when Customer enters into the Terms that incorporate this DSA. The DSA will continue in effect until the Terms and any subsequent agreements referencing it between the parties have terminated or been expired.
Schedule 1 to the Addendum
STANDARD CONTRACTUAL CLAUSES - INTRODUCTION & SUPPLEMENTAL TERMS
A. LIST OF PARTIES
MODULE ONE: Transfer controller to controller
Data importer/exporter(s): Customer
Name: As set forth in the Customer’s Clearbit Account
Address: As set forth in the Customer’s Clearbit Account
Contact person’s name, position and contact details, including email: As set forth in the Customer’s Clearbit Account
Activities relevant to the data transferred under these Clauses: see description in Addendum A.
Role (controller/processor): controller
Signature: Customer is deemed to have signed this Annex I by accepting these Terms.
Data importer/exporter(s): Clearbit
Name: APIHub, Inc. dba Clearbit
Address: 548 Market St #95879 San Francisco, CA 94104-5401
Contact person’s name, position and contact details: email@example.com
Activities relevant to the data transferred under these Clauses: see description in Addendum A.
Role (controller/processor): controller
B. DESCRIPTION OF TRANSFER
MODULE ONE: Transfer controller to controller
Categories of data subjects whose personal data is transferred
Categories of personal data transferred
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
Nature of the processing
Purpose(s) of the data transfer and further processing
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
For the duration of the Terms or as otherwise agreed upon in writing or required by applicable law.
C. COMPETENT SUPERVISORY AUTHORITY
MODULE ONE: Transfer controller to controller
For purposes of Clause 13, Customer agrees the competent supervisory authority will be the Data Protection Commission (DPC) of Ireland.
TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
MODULE ONE: Transfer controller to controller
Description of the technical and organizational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
Customer shall establish and maintain industry standard security measures that meet or exceed the security
standards and certifications Clearbit employs as further described here: https://clearbit.com/trust#security. Customer shall be able to adequately demonstrate its compliance with these obligations to Clearbit upon request.