Clerk.io Terms of Service

Updated: January 3rd, 2023

These terms of service (“Terms of Service” or “Terms”) form an integral part of the Agreement between the User and Clerk.io and govern the User’s right to access the Services as part of a Subscription during the Term. By accessing or using the Services or authorizing or permitting any other User to access or use the Services, the User agrees to be bound by these Terms of Service.

A. Definitions

Short version: Throughout these Terms of Service, a number of basic terms are used. Each term has its own specific meaning as described in this section.

"Agreement" refers, collectively, to these Terms of Service (available at clerk.io/terms-of-service) and all other operating rules, policies including the Privacy Policy, (available at clerk.io/privacy) and Data Processing Agreement (available at clerk.io/dpa). If applicable, the Agreement may also include and refer to a "Pilot" agreement and/or a "Service Level Agreement".
"Clerk.io", "We" and "Us" refer to Clerk.io ApS, VAT: DK33952848, Kigkurren 8G, 2300 Copenhagen, as well as our affiliates, directors, subsidiaries, officers, agents, and employees.
“Clerk.io Platform” or “the Platform” refers to the platform “my.clerk.io”
“Subscription” refers to the User’s subscription to the Services and use of an account, specified in the Contract.
“Contract” refers to the newest signed contract between the User and Clerk.io, listing the chosen Subscriptions.
"Service" or "Services" refers to my.clerk.io, Application Programming Interface (API), extensions and other software and services provided by Clerk.io.
"User", “You” or “Yours” refers to the company, a company affiliate or physical person - acting on behalf of a company - using the Services and accepting these Terms.

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B. General Terms

Short version: By registering for an account, the User agrees to be bound by these Terms. The User must be affiliated with a business entity to use the Services. Clerk.io reserves the right to change these terms without notice.

These Terms covers the contractual relationship between Clerk.io and the User.
By registering for an account as well as using the Services, the User agrees to be bound by these Terms, which shall continue to apply for as long as the User is subscribing for an account or using the Services.
To use the Services, each User must be affiliated with a company, either by establishing the company or being invited to be affiliated with an already established company. The User is responsible for the conduct of its affiliated users of the Services in accordance with the Agreement.
Clerk.io reserves the right to update and change these Terms of Service from time to time without notice. Clerk.io also reserves the right to update and change the Services from time to time without notice, including removing or adding features, resources or applications from the Services. Any changes shall be subject to the Agreement. The User’s continued use of the Services after any changes to the Agreement, shall constitute the User’s consent to such changes.
Violation of any Terms or conditions may result in the termination of the User's account.

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C. Account Terms

Short version: The User is solely responsible for its account and anything that happens while signed in to or using the account.

To use the Services, it is required to subscribe for an account on the Service.
The User must be at least 18 years of age.
The Services are offered exclusively for business purposes.
The following information is required to set up an account: Company name, phone number and valid email address.
Maintaining proper security surrounding system access is solely the responsibility of the User. Clerk.io accepts no responsibility for any damages occurring due to unsafe computing, including, without limitation, improper password protection, sharing of accounts, unencrypted data transfers etc.
The User is responsible for all activity and interaction with the Services undertaken its account.
Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Clerk.io customer, employee, member, or officer will result in immediate account termination.
Clerk.io reserves the right to suspend or disable an account at its discretion and without any penalty or liability whatsoever and to remove and discard all or any part of the account at any time and without prior notice.

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D. Use of the Services

Short version: While using the Services, the User shall follow these Terms of this section, which include restrictions on the use of the Services.

The User may not use the Services for other purposes than those intended without explicit written consent from Clerk.io.
The User represents and warrants not to use the Services:
i. to cache, store or in any other way reuse results obtained from the Services.
ii. to bypass, disable or otherwise interfere with security related features of the Services or features
that prevent, limit, or restrict the access to the Services.
iii. to interfere with or damage the operation of the Services by any means, including uploading or otherwise disseminating viruses, spyware, worms or other malicious code, abusing, hacking or otherwise misusing the Services.
iv. to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or other intellectual property rights of any part of the Services.
Excessive frequent requests to the Services may result in a temporary or permanent ban from using the Services and the Platform. Clerk.io may in its sole discretion determine abuse or excessive use.
The User agrees not to sell, license, distribute, copy, record, modify, publicly perform or display, transmit, publish or republish, including republication on another website, edit, adapt, create derivative works from, or otherwise make use of the Services that are not considered the User's propriety.
Except for content transmitted to stores, all data and material related to the Services, including, without limitation, text, graphics, interactive features, logos and software are the intellectual property of Clerk.io or its licensors. All trademarks and trade names, except in content transmitted to stores are proprietary to Clerk.io or its licensors.

E. Data

Short version: All content that the User transmits through the Platform is the sole responsible of the User. The User must ensure that the content always complies with local law. The User allows Clerk.io to store and process its data and content. The User is the data controller and Clerk.io is the data processor in respect of any personal data transmitted to or through the Services.

The User is solely responsible for any content, including photo images, logos, text, customer data etc. transmitted through the Platform.
The User represents and warrants that it has the necessary licenses, rights, and permissions to use and to authorize Clerk.io to use and distribute its content as necessary for Clerk.io to perform the Services pursuant to the Agreement.
The User understands that Clerk.io's employees may access its content to provide support and improve the Services.
The User understands that the technical processing and transmission of the Services, including the content, may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
Under no circumstances will Clerk.io assume any responsibility in the creation, arrangement or use of content transmitted by the User, nor does Clerk.io monitor the submission of content by the User. It is the User's responsibility to ensure that any use of the Services complies with local law. Clerk.io does not accept liability for any violations of such laws, including, without limitation, copyright infringements, data privacy etc.
Clerk.io has the right, but not the obligation, to monitor the content submitted by the User to determine compliance with the Agreement as well as to satisfy any law, regulation, authorized government request, or trade association guideline. Clerk.io may, but has no obligation to, remove content and stores containing content that We determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or the Agreement.
The User is the data controller and Clerk.io is the data processor in respect of any personal data transmitted to or through the Services by the User as well as to any other personal data processed on the User's account. The User and Clerk.io have entered into a Data Processing Agreement (available at clerk.io/dpa) governing Clerk.io's data processing activities on behalf of the User in compliance with the GDPR. The User is made aware that the Services, including the User's account, must not be used for processing sensitive personal data as defined in GDPR article 9. It is the User's responsibility to ensure that no sensitive personal data is processed on the User's account or through Our Services.

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F. Payment and usage terms

Short version: Subscriptions are prepaid on a periodical basis with automatic renewal. Failure to meet Subscription payments, grants Clerk.io the right to terminate access to the Services.

Except for free trials and paid pilots, the User accepts that the Services are offered as a prepaid subscription model and subject to recurring payments in accordance with the signed Contract.
The User will gain access to Our Services at the date of its signature of the Contract. The User accepts that the Subscription and payment period will start at the date of signature of the Contract.
The Subscription is automatically renewed at the end of each Subscription period unless the User terminates the Services in accordance with section G.
The price and usage capacity are based on the User’s chosen Subscription plan specified in the Contract.
Should the User exceed the Subscription usage capacity limit specified in the Contract, gives Clerk.io the right to either (i) issue an additional invoice for payment of the additional Subscription usage, or (ii) to automatically and permanently upgrade the User to a different Subscription plan, which corresponds to the Users need of Subscription usage capacity.
If (i) an additional invoice is issued or (ii) the Subscription plan is upgraded as stated under section 5, Clerk.io will notify the User hereof by e-mail to the enclosed e-mail address in the billing feature setting on the Platform.
All payments shall be made for the full Subscription period stated on the invoice. The User is not allowed to split the invoices, unless agreed to by Us in writing.
By default, We collect payment on the day of invoice issuance by charging the credit card that the User has connected to the account. If a different payment is accepted by Us a standard term of seven (7) days applies, unless a different payment terms is agreed to by Us in writing.
If the User fails to pay the invoice in full, grants Clerk.io the right to immediately stop the User’s access to the Services. Clerk.io may send reminders to the User with interest on overdue payment in accordance with Danish law.
Clerk.io reserves the right to update its prices by notifying the User at least 30 days prior to the next renewal date. The notification will be sent to the enclosed e-mail in the billing feature setting on the Platform. Unless the User terminates the Agreement following notification, the Users continued use of the Services constitutes an accept of the updated prices.
The User must provide Clerk.io its address, country, VAT/Tax number, phone number and a valid billing address before payment can be processed.

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G. Termination of The Services

Short version: The use of the Services can be terminated by the User at any time during a running Subscription period to the end of the following Subscription period depending on the payment plan. Clerk.io does not refund any payments following termination.

The User accepts a termination notice period of the current Subscription month plus one (1) month of Subscription for the use of the Services. This means, for quarterly, half year, and yearly Subscriptions, the User must cancel one (1) month prior to the renewal date, otherwise an extra Subscription period will take effect. For monthly subscriptions, a current Subscription month plus one (1) month of Subscription will apply. The Subscription will be automatically renewed if not terminated in due time.
The User can terminate the Services at any time, by cancelling the Services through the billing setting feature on the Platform. If the User fails to cancel the Subscription properly, the Agreement is assumed in effect and the Subscription is automatically renewed. Clerk.io is not able to cancel accounts in response to an email or phone request.
Clerk.io does not refund any payments following termination.
Clerk.io reserves the right to terminate the Services and Subscription with a written notice of 10 days to the email provided by the User.
Following termination, the User is not granted any access to the Services or The Platform. Further, the User will not be able to access any data of the Services.

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H. Intellectual Property Rights

Short version: We own the Services provided and it is our exclusive intellectual property.

The User acknowledges and agrees that all rights, titles and interests in and to all of inventions, trademarks, copyrights, domain names, trade secrets, know-how and other intellectual property and/or proprietary rights in or related to the Services, including website and documentation (“Intellectual Property Rights”) are owned by Clerk.io, except User’s propriety stated in Section D “Use of Services” and Section E “Data”.
The User is granted a non-exclusive, non-transferable, revocable limited license right, subject to the limitations herein, to use our Intellectual Property Rights solely in connection with the use of the Services.

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I. Warranty disclaimer

Short version: We provide the Services as is, and We make no guarantees about the Services.

To the extent permitted by applicable law, the Services is provided on an "as is" and "as available" basis without warranty of any kind.
Without limiting the generality of the foregoing, Clerk.io disclaims to the extent permitted by law any and all warranties, express or implied, including, without limitation, that (i) the Services will meet Your general or specific requirements, (ii) the Services will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Services will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by You through the Services will meet Your expectations, and (v) any errors in the Services will be corrected.

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J. Limitation of liability

Short version: We are not liable for indirect damages or losses arising from the use of the Services.

The User understands and agrees that Clerk.io cannot be held responsible for the content posted through the Platform and that the use of the Services is at the risk of the User itself.
Clerk.io shall, to the extent permitted by law, in no event be liable for any loss of anticipated revenues or profits, delays or otherwise for any consequential, incidental, indirect, punitive or exemplary losses or damages or other intangible losses as a result of using the Services or third-party providers associated with Clerk.io, whether or not foreseeable (even if Clerk.io has been advised of the possibility of such losses or damages), including, but without limitation, strict liability, breach of warranty or otherwise. Loss of data is considered an indirect loss.
Clerk.io's liability under or in conjunction with the Agreement, including, for the avoidance of doubt, the Data Processing Agreement, shall be limited to the amount paid by the User to Clerk.io during the latest prepayment period immediately preceding the event of damage.
Clerk.io accepts no responsibility for forces, which are beyond the direct control of Clerk.io.

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K. Indemnification

Short version: The User shall indemnify Clerk.io in the event of a third-party claim against Clerk.io due to the User’s wrongful use of the Services in violation with the Agreement.

The User agrees to indemnify, defend and hold harmless Clerk.io from and against any losses, claims, damages, liabilities, including legal fees and expenses, arising out of any third party claim due to or arising out of the User’s violation of the Agreement, including but not limited to a claim arising out of a breach of the User's representations or warranties made hereunder.
Clerk.io reserves the right, at the User’s expense, to assume the exclusive defense and control of any matter for which the User is required to indemnify Clerk.io, and the User agrees to cooperate with Clerk.io's defense against such claims.

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L. Other provisions

Short version: These Terms are governed by Danish law and any dispute shall be settled by the City Court of Copenhagen. The User can not assign its rights under the Agreement to a third party without the consent of Clerk.io.

The User may not novate, assign or through a change of control transfer any of its rights or obligations under the Agreement to a third party without the prior written consent of Clerk.io. Clerk.io may at its discretion assign or novate the Agreement or any rights or obligations hereunder to any third party.
The failure of Clerk.io to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.
The Agreement and the User's use of the Services is governed by Danish law (excluding conflict of laws rules) and any disputes arising out of the Agreement, including the existence or validity of the Agreement, shall be brought before the exclusive jurisdiction of the City Court of Copenhagen. Notwithstanding this, Clerk.io shall still be allowed to apply for injunctive remedies (or other equivalent types of urgent legal remedy) in any jurisdiction.

Questions about the Agreement should be sent to support@clerk.io.