Welcome to the Fiber IMS Product-Specific Terms of Service (“IMS Terms” or “Agreement”)! 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 Product Agreements are intended to highlight important aspects about using our services. If you utilize the IMS Services, the IMS Terms are incorporated as part of the Master Terms.
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
“Active Account” means a consumer or commercial account that can be collected on by the Customer or a third-party servicer acting on behalf of the Customer.
“Client” or “Clients” means any customers of our Customers, who are utilizing our Customer’s services to facilitate recovery efforts, which refers to collection, placement, outreach, or legal activity.
“Inactive Account” means a consumer or commercial account that cannot be collected on by the Customer or a third-party servicer acting on behalf of the Customer. The primary purpose of maintaining Inactive Account records is due to compliance and historical performance tracking.
“Service” or “Services” means the Fiber Inventory Management System (“IMS”) platform and its related products and features.
“Successful Transaction” means a payment that has been processed by the payment processor and accepted by the recipient bank.
2. USE OF SERVICES
2.1 License Restrictions. By using the Services, you warrant you will not:
(i) modify, copy, or create derivative works based on the Services;
(ii) resell any portion of the Services; or
(iii) disassemble, reverse engineer, or decompile the Services, or access it in order to:
(iv) build a competitive product or service,
(v) build a product or service using similar ideas, features, functions, or graphics of the Services, or
(vi) copy any ideas, features, functions, or graphics of the Services.
2.2 Guidelines for Use. You will use the Services for your own business purposes as regarded by this Agreement and will not:
(i) send spam or otherwise duplicative or unsolicited calls or messages in violation of applicable laws;
(ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights;
(iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents, or programs;
(iv) interfere with or disrupt the integrity or performance of the Services; or
(v) attempt to gain unauthorized access to the Services or its related systems or networks.
2.3 Account Definition. During Customer onboarding, we will work with you to define the specific classifications for an account to be considered Active and an account to be considered Inactive.
2.4 Account Status Alteration. Unless agreed to in writing, once an account status has been altered within the Fiber platform from Active to Inactive, an account cannot be made Active, except in the event of error or if an End User payment is returned or otherwise reversed.
3. OUR RESPONSIBILITIES
3.1 Functionality. We will make the Services available to you under the terms set forth in the Agreement and execute any and all service enhancements from time to time. During the Service Term, the functionality of the Services will not be materially decreased from those available as of the time of contract signing.
3.2 SLA Response Times. The following Service Level Agreement (“SLA”) response times are standard for the Services:
Critical Issue Response Time
Relates to issues that drive either (a) a complete loss of service or a significant feature that is completely unavailable, and no workaround exists or (b) repeated and excessive downtime causing actual material loss of revenue to Customer.
3 hours during Business Hours
Major Issue Response Time
Relates to intermittent issues which materially reduce the quality of the Service, though a workaround may be available. There is a potential risk of losing actual or future revenue as a result of a failure of the Services.
6 hours during Business Hours
Minor Issue Response Time
Relates to failure of the Services which prevents some of the functions from meeting the specifications or cause particular features or functionality to be inoperative. Some non-critical business operations are impaired.
9 hours during Business Hours
Relates to an isolated event that has not been reproduced.
12 hours during Business Hours
3.3 Compliance Obligation: We will provide the Services under the Agreement in compliance with applicable laws and as outlined in our DPA, with the following proviso: we are not responsible for any noncompliance with any laws due to your settings and configurations, or where we have correctly executed your instructions regarding the use of the Services.
3.4. Environment Access. As part of the Services, in addition to our production environment, you may receive access to our User Acceptance Testing (“UAT”) environment. Customer acknowledges that any UAT or non-production environment provided by Company is made available on an “as-is” and “as-available” basis. Company does not guarantee uptime, availability, performance, or support service levels for the UAT environment, and no service level agreements (SLAs) applicable to the production environment shall apply.
4. CUSTOMER RESPONSIBILITIES
4.1 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.
5. ADD-ON SOLUTIONS
5.1 Payment Portal Overview. As part of the Services, we may provide access to a hosted online site that allows End Users to view account balances and initiate payments via third-party payment processors ("Payment Portal"). The Payment Portal is intended solely as a user interface and communication conduit between you, your End Users, and designated third-party payment processors (“Payment Processors”).
5.1.1 No Processing or Funds Handling. We do not process payments, hold funds, or transmit money. All payments initiated via the Payment Portal are facilitated by Payment Processors. We are not responsible for the actions, omissions, errors, or failures of any Payment Processor, including any delays, failed transactions, chargebacks, or security breaches. Your use of any Payment Processor is subject to their terms of service and privacy policy, and you assume all associated risks.
5.1.2 Customer Responsibilities. You are solely responsible for:
(i) compliance with applicable laws and card network rules related to payments, billing, disclosures, and authorization;
(ii) providing accurate and lawful payment instructions and disclosures to End Users; and
(iii) handling any disputes, chargebacks, or refunds directly with its End Users
5.1.3 Payment Information Handling and Security. We do not store, process, or transmit full payment card details or banking credentials. Any payment data collected through the Payment Portal is transmitted securely to the Payment Processor using tokenization and industry-standard encryption. We are responsible for compliance with applicable data privacy and security laws, including PCI-DSS, where required.
5.1.4 Compliance Disclaimer. Use of the Payment Portal may be subject to financial and consumer protection regulations, including, but not limited to, the Electronic Fund Transfer Act (EFTA) and state-level money transmission laws. You represent and warrant that you are solely responsible for ensuring compliance with all such applicable laws.
5.1.5 Payment Success. We make no representations or warranties regarding the timeliness or success of any payment initiated through the Payment Portal. As we are not processing or funds handling, we do not guarantee that payments will be settled with the recipient financial institution successfully.
5.2 Database Access Overview. We may provide Customer with access to a read-only replica database (“Replica DB”) containing a subset of Customer Data for the purpose of enabling analytics, reporting, and internal use. Access will be limited to the data and fields specified by us and configured per Customer’s subscription or services plan.
5.2.1 Restrictions on Use. Customer shall not:
(i) attempt to alter, insert, delete, or otherwise modify the Replica DB outside permitted query functions;
(ii) use the Replica DB to attempt to infer or reverse-engineer our internal systems, algorithms, or infrastructure;
(iii) export or share data with third parties except as permitted by applicable law and this Agreement;
(iv) use the data in a way that would violate FDCPA, GLBA, FCRA, CCPA, GDPR, or any applicable data privacy or financial regulation;
(v) introduce malicious code, excessive load, or unapproved integrations into the Replica DB environment.
5.2.2 Security and Access Controls. We will provide secure access to the Replica DB through managed credentials, VPN, or other secure connection methods. Customer is responsible for maintaining the confidentiality of its credentials and ensuring only authorized personnel have access.
5.2.3 Monitoring and Suspension. We may monitor usage of the Replica DB to ensure compliance and may suspend or revoke access at any time if misuse, abuse, or legal risk is detected.
5.2.4 No Guarantee of Real-Time Data. Data in the Replica DB may be delayed, batched, or refreshed at our discretion. It is not guaranteed to reflect real-time production data.
5.2.5 Data Retention After Termination. We will adhere to the retention rules as outlined in the Master Terms under “Retention, Deletion and Retrieval of Customer Data”.
6. STORAGE
6.1 File Storage. Customer may upload and store documents and other data (“Stored Files”) as part of their use of the Services. We will maintain these files using secure cloud storage infrastructure.
6.2 Cold Storage. We may, at our discretion, move older or infrequently accessed files to cold storage solutions to optimize system performance and reduce costs. Cold storage files remain accessible but may experience minor latency in retrieval times.
6.3 Customer Access and Control. Customer may download, delete, or otherwise edit any of their Stored Files at any time through the Service interface, provided such actions comply with applicable data retention laws and regulations. We are not responsible for any legal consequences resulting from Customer’s deletion or failure to retain regulated data.
6.4 Data Retention After Termination. We will adhere to the retention rules as outlined in Master Terms under “Retention, Deletion and Retrieval of Customer Data”.
7. FEES
7.1 Fee Structures. The following fee structures are our standard fees. Unless otherwise noted in your Order Form, the following fee structures will apply to you, assuming you are utilizing the specified service.
7.1.1 CRM Seats. These Services are billed on a per seat per Billing Period basis. Customers will be invoiced at the end of each Billing Period based on the maximum number of Agents present within the system at any point in the Billing Period.
7.1.2 Payment Portal Add-On. If you choose to take advantage of our Payment Portal Add-On, you will be charged a per-transaction fee for each Successful Transaction.
7.1.4 Database Access Add-on. If you choose to take advantage of our Replica Database Add-on, you will be charged a flat rate per Billing Period.
7.1.5 Client Portal Add-on. If you choose to take advantage of our Client Portal Add-on, you will be charged a flat rate per Billing Period.
7.1.6 Storage. If you choose to take advantage of our hosted storage services, you will be charged on a per data unit per Billing Period. Storage usage is calculated based on total file size across all uploaded data associated with the Customer’s account.
7.2 Billing Period Minimum. You may be subject to a Billing Period minimum, as outlined on your Order Form.
8. MISCELLANEOUS
8.1 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 the Master Terms.
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.
Contact Us
Henry Labs, Inc.
619 7th Street
San Francisco, CA 94103
support@clerkie.io
