Welcome to Fiber’s Terms of Service! We appreciate you choosing our services.
Below we have listed important legal terms that apply to anyone who uses our services. These terms are necessary in order to protect both you and us, and to make our services possible and more enjoyable for everyone.
The Fiber Terms of Service is a contract that governs our customers' use of the Fiber services. It consists of the following documents:
General Terms: These contain the core legal and commercial terms that apply to your use of our products and services. Any references to Master Terms or Agreement means these General Terms.
Privacy Policy: This explains which data we collect as part of our Services. The audience for this document is generally end users of our services, including agents and consumers.
Your Order Form contains all of the details about your purchase, including your Service Term, Services purchased, and Fees.
We understand that legal terms can be exhausting to read, and we’ve tried to make the experience more pleasant. If you have any suggestions on how we can improve them, you are more than welcome to contact us at support@clerkie.io.
1. DEFINITIONS
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agents” means your employees, representatives, consultants, contractors or agents who are authorized to use the Services for your benefit.
“Agreement”, “Fiber Terms of Service”, or “Master Terms” means these Terms and all materials referred or linked to herein, unless otherwise stated. We may provide additional documentation to help facilitate your use of our products and services; however, these knowledge base articles are for your information only, and they are not incorporated into this Agreement.
“Authorized End User Payment Method” means a current, valid, payment method of the End User, which may be updated from time to time.
“Billing Period” means the standard period for which you agree to pay fees under an Order Form. Unless otherwise stated, the standard Billing Period will be one month. The Service Term, as outlined below, will generally consist of 60 (sixty) Billing Periods, unless otherwise stated.
“Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party's customers or clients and potential customers or clients, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
“Customer Materials” means all materials that you provide or post, upload, input or submit for public display through the Services. Customer Materials does not include Fiber Content.
“Customer Data” means any data that you provision or provide to us during your use of the Services, including, but not limited to data related to your organization, your Agents, your clients, your End Users, or your accounts. This includes any copies, backups, or derivative datasets (such as logs, analytics datasets, or replica databases) maintained to provide the Services. Customer Data does not include Fiber Content.
“Discount” means a reduction from the total price or regular price of Service, offered by Fiber, which may be applied under certain conditions, as outlined in the Order.
“DPA” means the Fiber’s Data Processing Agreement.
“End User Accounts” means an account held by an individual debtor, business entity, or organization that reflects an outstanding obligation or debt owed to a creditor or original lender.
“End User” means the individual, business entity, or organization who is the subject of recovery efforts, which refers to collection, placement, outreach, or legal activity.
“End User Data” means all information submitted, collected, or otherwise processed via the Services relating to an End User.
“Fiber Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Services.
“FCRA” means the Fair Credit Reporting Act (FCRA), 15 U.S.C. § 1681 et seq., which is a federal law that regulates the collection, dissemination, and use of consumer information, including consumer credit information. It governs how consumer reporting agencies (CRAs) handle personal data and imposes obligations on entities that furnish, use, or maintain this data to ensure accuracy, fairness, and privacy.
“FDCPA” means The Fair Credit Reporting Act (FCRA), 15 U.S.C. § 1681 et seq., which is a federal law that regulates the collection, dissemination, and use of consumer information, including consumer credit information. It governs how consumer reporting agencies (CRAs) handle personal data and imposes obligations on entities that furnish, use, or maintain this data to ensure accuracy, fairness, and privacy.
“GLBA” refers to the Gramm-Leach-Bliley Act (15 U.S.C. §§ 6801–6809), including the Safeguards Rule and any applicable implementing regulations issued by federal or state agencies.
“Henry Labs” means Henry Labs, Inc., the parent company that develops all products and services associated with Fiber and Clerkie.
“Billing Period Minimum” refers to the minimum amount a Customer is required to pay each Billing Period towards their balance, as determined by the Company, to avoid suspension for non-payment. If applicable, this will be defined in your Order.
“Order” or “Order Form” means the Fiber-approved form or online subscription process by which you agree to subscribe to the Services or Value-Added Services.
“Partner” means an organization that we partner with to streamline, enable, or otherwise support the Services.
“Personal Data” means any information relating to an identified or identifiable individual where such information is protected similarly as personal data, personal information, or personally identifiable information under laws related to privacy and data protection. This includes Regulated Data.
“Regulated Data” means any data that is subject to laws, regulations, or industry standards applicable to the use, collection, retention, or disclosure of personal, financial, or sensitive data, including but not limited to NPI (as defined under GLBA), personally identifiable information (PII), personal data (as defined under GDPR or CCPA), and credit-related data (as defined under FCRA).
“Renewal Term” means any continuation of the Service Term after the initial Service Term outlined in the Order Form.
“Sensitive Information” means credit or debit card numbers; financial account numbers or wire instructions; financial information (such as credit reports, transaction history); government-issued identification numbers (such as Social Security numbers, passport numbers); biometric information; personal health information (or other information protected under any applicable health data protection laws); personal information of children protected under any child data protection laws; and any other information or combinations of information that correspond to laws related to privacy and data protection.
“Services” means any and all web- or mobile-based applications, tools, platforms, or consulting services that you have subscribed to under an Order Form or that we otherwise make available to you, that are developed, operated, or otherwise maintained by us and made available to Agents and End Users.
“Service Fee” means the total amount you pay for the Service in a given Billing Period.
“Service Term” means the initial term of your subscription to the applicable Services, as specified on your Order Form(s), and each subsequent Renewal Term (if any).
“Third-Party Integrations” means services and professional services that are provided by third parties which are integrated with, interoperate with, or are used in connection with the Subscription Service.
“Third-Party Products” means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Service.
“Value-Added Services” means any additional services that we provide above and beyond our Services, including but not limited to customizations, implementation, and integration support. These will be scoped and included on your Order Form or any subsequent work orders.
“Fiber”, “we”, “us” or “our” means Henry Labs, Inc.
“You”, “your” or “Customer” means the person or entity using the Service or receiving any Value-Added Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer as well as any of your Affiliates included in the scope of your purchase.
2. USE OF SERVICES
2.1 Access.
During the Service Term, we will provide you access to use the Service as described in this Agreement and the applicable Order. We might provide some or all elements of the Service through third-party service providers.
As a part of this Agreement, you agree to both these Terms of Service and Fiber’s Privacy Policy. It is your responsibility to ensure you have read and understand all applicable Terms of Service as they contain terms and conditions relating to the Services and the services of our partners, including, but not limited, to your rights, limitations, reversal and other liabilities, and limitation of liability.
You further agree to ensure that all individuals or entities you authorize to access or use the Services on your behalf, including but not limited to your Agents and End Users, also read, understand, and comply with these Terms of Service and Fiber’s Privacy Policy. Any act or omission by an Agent or End User that would violate these Terms if performed by you will be deemed a violation by you, and you will be fully liable for such actions.
2.2 Additional Features. You may subscribe to additional features of the Service by placing an additional Order or activating the additional features from within your account (if this option is made available by us). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your Fiber account.
2.3 Availability and Uptime. For the purposes of this ‘Availability and Uptime’ section, the following definitions will apply:
“Downtime” means a critical full outage/severe issue that constitutes a catastrophic problem causing complete inability to use the Services, excluding free services, across a significant portion of the production environment (e.g. crash or hang), resulting in production downtime and where there is no workaround or solution to the problem.
“Excluded” means the following: (i) unavailability caused by circumstances beyond our reasonable control, including, without limitation, act of God, acts of government, pandemics, emergencies, natural disasters, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), or any other force majeure event or factors; (ii) any problems resulting from Customer's combining or merging the Service with any hardware or software not supplied by us or not identified by us in writing as compatible with the Service; (iii) interruptions or delays in providing the Service resulting from telecommunications or internet service provider failures outside of our datacenter as measured by our third-party website availability monitoring provider; (iv) any interruption or unavailability resulting from the misuse, improper use, alteration, or damage of the Service; and (v) unavailability while we perform maintenance on the Service when necessary, in Fiber’s sole, reasonable discretion.
"Service Uptime" means (total hours in calendar month - Excluded duration - Downtime duration) / (total hours in calendar month - Excluded duration) x 100% = Service Uptime.
We will use commercially reasonable efforts to meet a Service Uptime of 99.95% for our Service in any given calendar month. All availability calculations will be based on our system records. Notwithstanding anything to the contrary in this Agreement, as Customer's sole and exclusive remedy for failure to meet Service Uptime commitments, in the event there are two (2) or more consecutive calendar months during which the Service Uptime falls below 99.95% in a given calendar month, Customer will be entitled to receive a credit equal to the pro-rated amount of fees applicable to the downtime as measured within two (2) or more consecutive calendar months during which the Service Uptime fell below 99.95%. The credit will be applied against an invoice or charge for the following Billing Period, provided Customer requests such credit within twenty (20) days of the end of the relevant calendar month in which we did not meet the Service Uptime of 99.95%. Notwithstanding anything to the contrary in the Agreement or this section, this ‘Availability and Uptime’ section does not apply to our Free Services.
The applicable Service Level Agreement response times will be available in the Product-Specific Terms.
2.4 Product Specific Terms. There may be specific terms for each Service offered by Fiber. These terms will be available in the Product-Specific Terms.
2.5 Modifications. We modify the Services from time to time, including by adding or deleting features and functions, in an effort to improve your experience.
2.6 Customer Support. Your account manager will be your core point of contact, however we also provide generalized support which you can reach at support@clerkie.io. We attempt to respond to email support questions within one business day; in practice, our responses are generally faster. We do not promise or guarantee any specific response time. We may limit or deny your access to support if we determine, in our reasonable discretion, that you are acting, or have acted, in a way that results or has resulted in misuse of support or abuse of Fiber representatives.
Issues resulting from your use of API's or your modifications to code in the Services may be outside the scope of support. We will only provide support for integrations which are listed on platform as being supported by Fiber. For the most up-to-date list, please contact your account manager.
2.8 Prohibited and Unauthorized Use. You will not use the Service in any way that violates the terms of the AUP or for any purpose or in any manner that is unlawful or prohibited by this Agreement.
You may not use the Service if you are legally prohibited from receiving or using the Service under the laws of the country in which you are resident or from which you access or use the Service.
You will notify us promptly of any unauthorized use of your Agents’ identifications and passwords or your account by emailing support@clerkie.io.
2.9 Sensitive Information. We disclaim any liability that may result from your use of the Service to collect, process, or manage sensitive information.
2.10 Customer Responsibilities. To realize the full value of the Services, your participation and effort are needed. Resources that may be required from you include a project manager and a technical resource (or equivalent). Responsibilities that may be required include management of your services; provisioning of treatment offers; providing top level internal goals for the use of the Services; and supporting the integration of the Services with other information technology systems.
3. FEES
3.1 Service Fees. Your total Service Fee may vary during the initial term based on usage, but the underlying fee structure will remain fixed unless (i) you purchase additional services or (ii) otherwise agreed to in your Order. We may also choose to decrease your fees upon written notice to you.
3.2 Fee Adjustments at Renewal. Upon renewal, at the end of Service Term, we may increase your fees up to our then-current list price. If this increase applies to you, we will notify you at least sixty (60) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your Agreement at the end of your then-current term by giving the notice required in the ‘Termination’ section below.
3.3 Payment against Invoice. During each Billing Period, and other times during the Service Term when fees are payable, we will invoice you for any Services tendered that have not been previously paid within a reasonable period upon completion of the Billing Period. All amounts invoiced are due and payable upon receipt the date of the invoice, unless otherwise specified in the Order Form.
You authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
3.4 Payment Information. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable throughout the Service Term.
3.5 Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Services.
3.6 Promotions and Discounted Pricing. We may, at times, offer a promotion (“Promotion”) for current or prospective Customers that provides discounted rates for the Services. The Terms enumerated herein apply to any Promotion. Promotions offering discounted pricing, if any, are only applicable for the length of time specified in the Promotion and are subject to these Terms and any additional terms enumerated within the specific Promotion. At the conclusion of the Promotion, pricing will revert to that listed on the Order Form. The restrictions and specifics governing any Promotion will supersede the Terms if there is a conflict.
4. TERM AND TERMINATION
4.1 Term and Renewal. Your initial Service Term will be specified in your Order. Unless otherwise specified in your Order, your subscription shall automatically renew for one (1) year periods at the end of the initial Service Term, unless either party provides written notice of intent to terminate at least 30 days prior to the end of the current term. If no such notice is received by the Company within the 30-day period, the subscription will automatically renew under these terms and conditions.
The Customer may submit a termination notice by email at support@clerkie.io, and the termination will become effective at the expiration of the Billing Period of termination. No refunds will be provided for partial use of the service if the termination notice is received after the Renewal Term has begun.
4.2 Termination. Unless otherwise agreed to in your Order, you may terminate this Agreement without cause, as to any or all Services, upon sixty (60) days written notice to us. The agreement will remain in effect until the expiration of the Billing Period of termination. In the event of early termination, you will be held responsible for any unpaid fees remaining within the Service Term.
We may terminate this Agreement for cause, as to any or all Services: (i) upon sixty (60) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if you become 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.
We may also terminate this Agreement for cause immediately if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
4.3 Suspension
4.3.1 Suspension for Prohibited Acts
We may suspend any User’s access to any or all Services for:
(i) use of the Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement,
(ii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
We may review and delete any Customer Data or Customer Materials that we determine in good faith violate these terms or the AUP, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer Data or Customer Materials.
4.3.2 Suspension for Non-Payment
We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Services fifteen (15) days after such notice. We will not suspend the Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If Services are suspended for non-payment, we may charge a re-activation fee to reinstate the Services.
4.3.3 Suspension for Present Harm
If your website, or use of the Services:
(i) is being subjected to denial of service attacks or other disruptive activity,
(ii) is being used to engage in denial of service attacks or other disruptive activity,
(iii) is creating a security vulnerability for the Services or others,
(iv) is consuming excessive bandwidth or storage, or
(v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Services.
We will make commercially reasonable efforts to limit the suspension to the affected portion of the Services, and each party will make reasonable efforts to promptly resolve the issues causing the suspension of the Services. Nothing in this clause limits our right to terminate for cause as outlined above.
4.4 Effect of Termination or Expiration. You will continue to be subject to this Agreement for as long as you have access to a Fiber account.
Upon termination or expiration of this Agreement, you will stop all use of the Services. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Services after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Service Term. Fees are otherwise non-refundable.
5. DATA
5.1 Data Processing Agreement. To the extent that we process any personal data on behalf of you in connection with the Services, the terms of the Data Processing Agreement (“DPA”) are hereby incorporated by reference and shall apply. By agreeing to these Terms, Customer also agrees to the DPA.
5.2 Customer Proprietary Rights. This Agreement does not grant us any ownership rights to Customer Data. You grant permission to us to use the Customer Data as necessary to provide and improve the Services to and for you and our customers and as otherwise permitted by this Agreement. If you are using the Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
5.3 Limits on Customer. You will use any Customer Data only as permitted by applicable law and this Agreement.
5.4 Protection of Customer Data. The terms of the DPA are hereby incorporated by reference and will apply to the extent any Customer Data includes Personal Data. The DPA sets out how we will process Personal Data on your behalf in connection with the Services provided to you under this Agreement. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the DPA, including our security measures in Annex 2 of our DPA.
5.5 Regional Data Hosting. We will store your Customer Data in a specific location or geographical region (e.g. North America) as part of your subscription subject to the terms of this Agreement.
5.6 Retention, Deletion and Retrieval of Customer Data. If you make a written request within thirty (30) days after termination or expiration of your subscription, we will provide you with temporary access to the Service to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control. Thirty (30) days after termination or expiration of your Agreement, we will have no obligation to maintain or provide you the Customer Data. We will delete all Customer Data in our systems or otherwise in our control unless (i) we are legally prohibited or (ii) save as set out in the ‘Deletion or Return of Personal Data’ section of the DPA, then such Personal Data will be Processed in accordance with our DPA.
6. INTELLECTUAL PROPERTY
6.1 This is an agreement for access to and use of the Services, and you are not granted a license to any software by this Agreement. We retain all intellectual property rights to the Services provided under this Agreement. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Services in whole or in part, by any means, except as expressly authorized in writing by us.
6.2 We encourage all customers to comment on the Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Services, without payment or attribution to you.
7. CONFIDENTIALITY
7.1 The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third-party service providers used by us to provide some or all elements of the Services), and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
7.2 The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where the Disclosing Party refuses to provide their consent or fails to respond to the Receiving Party’s inquiries in connection with the request to disclose the Confidential Information.
8. PUBLICITY
8.1 Publicity. You grant us the right to add your name and company logo to our customer list and website.
9. INDEMNIFICATION
9.1 Customer Indemnification. You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of
(a) unauthorized or illegal use of the Service by you or your Affiliates,
(b) your or your Affiliates' noncompliance with or breach of this Agreement,
(c) your or your Affiliates' use of Third-Party Products, or
(d) the unauthorized use of the Subscription Service by any other person using your information.
We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
9.2 Fiber Indemnification. We will indemnify, defend and hold you harmless, at our expense, against any Action brought against you (and your officers, directors, employees, agents, service providers, licensors, and Affiliates) by a third party not affiliated with you to the extent that such Action is based upon or arises out of an allegation that the Services infringe a valid patent in a member state of the Patent Cooperation Treaty, registered trademark, or registered copyright (“IP Indemnification”).
You will: notify us in writing within thirty (30) days of you becoming aware of any such claim; give us sole control of the defense or settlement of such a claim; and provide us (at our expense) with any and all information and assistance reasonably requested by us to handle the defense or settlement of the claim. We will not accept any settlement that (i) imposes an obligation on you; (ii) requires you to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on you without your prior written consent.
We will not have any obligation or liability under this section if the alleged claim is caused by or based on: (i) any combination of the Services with any hardware, software, equipment, or data not provided by us, (ii) modification of the Services by anyone other than us, or modification of the Services by us in accordance with specifications or instructions that you provided, (iii) use of the Services in violation of or outside the scope of this Agreement, (iv) an allegation that the Services consists of a function, system or method traditionally utilized in financial services software that is not commercially unique to the Services, and the commercially unique aspects of the Services are not identified in the allegation giving rise to the claim, or (v) user interface or related user design elements not provided by us.
Notwithstanding the foregoing, in the event of such a claim, or if we believe that such a claim is likely, we may, at our sole option and expense: (a) modify the Services or provide you with substitute Service that is non-infringing; or (b) obtain a license or permission for you to continue to use the Service, at no additional cost to you; or (c) if neither (a) nor (b) is, in our judgment, commercially practicable, terminate your access to the Service (or to a portion of the Service as necessary to resolve the claimed infringement) and refund any prepaid but unused fees covering use of the Service after termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement. THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.
10. REGULATORY COMPLIANCE
10.1 Compliance with Applicable Laws. Customer agrees to use the Services in compliance with all applicable laws, regulations, and industry standards, including but not limited to the Fair Debt Collection Practices Act (FDCPA), the Gramm-Leach-Bliley Act (GLBA), the Fair Credit Reporting Act (FCRA), and applicable state and international data privacy laws such as the California Consumer Privacy Act (CCPA) and General Data Protection Regulation (GDPR) where relevant. You also agree that you have the right to share Personal Data with us under the GLBA’s service provider exception.
10.1.1 Fair Credit Reporting Act (FCRA) Compliance. In the event the Customer utilizes credit reporting capabilities, Customer is responsible for all consumer data it submits to any consumer reporting agency (“CRA”). While the Services may transmit this data directly to CRAs on the Client’s behalf, we act only as a technology provider and not the furnisher, and do not review or modify the data. Customer is considered the data furnisher and is responsible for ensuring the information is accurate and submitted in line with the FCRA and any applicable credit bureau requirements.
10.2 No Legal Advice. The Services are provided as a technology platform only and do not constitute legal advice. Customer is solely responsible for ensuring that its use of the Services complies with all applicable laws. We assume no liability for any violation of laws or regulations by Customer or any third party acting on Customer’s behalf.
11. DISCLAIMERS; LIMITATION OF LIABILITY
11.1 Performance Warranty. We warrant that: (i) the Services will be provided in a manner consistent with generally accepted industry standards, and (ii) we will not knowingly introduce any viruses or other forms of malicious code into the Services.
In the event of non-conformance with this warranty, we will use commercially reasonable efforts to correct such non-conformance. If we cannot correct such non-conformance within sixty (60) days from the date when you notified us of the non-conformity (the “Remedy Period”), then either party may terminate this Agreement by providing the other party written notice within thirty (30) days after the end of the Remedy Period. If you terminate the Agreement for this reason, we will promptly refund any prepaid but unused fees covering use of the Services after termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement.
We will not have any obligation or liability under this section if the non-conformance is caused by or based on: (i) any combination of the Services with any hardware, software, equipment, or data not provided by us, (ii) modification of the Services by anyone other than us, or modification of the Services by us in accordance with specifications or instructions that you provided, or (iii) use of the Services in violation of or outside the scope of this Agreement.
THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.
11.2 Disclaimer of Warranties. EXCEPT AS SET FORTH IN THE ‘PERFORMANCE WARRANTY’ SECTION AND WITHOUT LIMITING OUR OBLIGATIONS IN THE 'PROTECTION OF CUSTOMER DATA' SECTION OF THIS AGREEMENT, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SERVICES, DATA SYNCHED TO OR MADE AVAILABLE FROM THE SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
11.3 No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY; PROVIDED THAT, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.
11.4 Limitation of Liability. EXCEPT FOR (i) YOUR LIABILITY FOR PAYMENT OF FEES, (ii) YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, (iii) OUR LIABILITY ARISING FROM OUR INDEMNIFICATION OBLIGATIONS UNDER THE 'INDEMNIFICATION' SECTION, AND (iv) YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.
11.5 Third-Party Products. WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU CONTRACT AND USE BY YOUR OWN CHOOSING AND HAVE NOT BEEN INTRODUCED TO YOU BY US. OUR LICENSORS WILL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
11.6 Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICES TO YOU.
12. MISCELLANEOUS
12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.
12.2 Amendment; No Waiver.
We may modify these by posting any changes to this document and, if you have an active Fiber agreement and changes are material, we will notify you directly (for example, by sending you an email or in-app notification). The revised version will become effective and binding the next business day after it is posted.
If you do not agree with a modification to the Agreement, you must notify us in writing within thirty (30) days of the revision. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date. However, if we can no longer reasonably provide the subscription to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Services will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the Service after termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
12.3 Force Majeure. Except for payment obligations of amounts due under this Agreement, neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
12.4 Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
12.5 Relationship of the Parties. You and we agree that no joint venture, partnership or employment relationship exists between us.
12.6 Compliance with Laws. We will comply with all U.S. state and federal laws (where applicable) in our provision of the Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
You will comply with all applicable laws in your use of the Services, including any applicable export laws.
You will not directly or indirectly export, re-export, or transfer the Services to prohibited countries or individuals or permit use of the Services by prohibited countries or individuals.
12.7 Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
12.8 Notices. We may give electronic notices by general notice via the Services and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.
12.9 Entire Agreement. This Agreement (including each Order), along with our Fiber Privacy Policy, is the entire agreement between us for the Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Services or dependent on any oral or written comments made by us regarding future functionality or features of the Services. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
12.10 Assignment. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement to any Henry Labs affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
12.11 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or will confer upon any third-party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
12.12 Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted will not apply to this Agreement.
12.13 Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliates’ compliance with the terms of this Agreement.
12.14 Survival. The following sections will survive the expiration or termination of this Agreement: 'Definitions’, ‘Fees’, ‘Prohibited and Unauthorized Use’, ‘Sensitive Information’, ‘Termination’, ‘Suspension for Prohibited Acts’, ‘Suspension for Non-Payment’, ‘Suspension for Present Harm’, ‘Effect of Termination or Expiration’, ‘Intellectual Property’, ‘Customer Proprietary Rights’, ‘Confidentiality’, ‘Publicity’, ‘Indemnification’, ‘Regulatory Compliance’, ‘Disclaimers; Limitations of Liability’, and ‘Miscellaneous’.
12.15 Precedence. In the event of a conflict between the terms of the Agreement and an Order, the terms of the Order will control, but only as to that Order.
Contact Us
Henry Labs, Inc.
619 7th Street
San Francisco, CA 94103
support@clerkie.io
