The agreement governing your access to and use of the Clairo Contracts platform

Effective date: July 24, 2026
Last updated: July 24, 2026

Version: 1.0

Please read carefully. These Terms of Use contain a binding individual arbitration provision and a class-action waiver (Section 22) that affect how disputes are resolved. Sections 19 (Disclaimers), 20 (Limitation of Liability) and 21 (Indemnification) limit our liability and allocate risk. By accessing or using Clairo, you agree to these Terms.

1. Agreement to These Terms

1.1 Who we are. The Clairo Contracts platform (the "Platform,""Clairo,""we,""us," or "our") is operated by [Clairo, Inc.], a Delaware corporation. These Terms of Use, together with any order form, subscription plan, or written agreement that references them, and all policies incorporated by reference (collectively, the "Terms"), form a legally binding agreement between you and Clairo.

1.2 Acceptance. By creating an account, clicking "I agree" (or a similar control), or otherwise accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, you must not access or use the Platform.

1.3 Authority to bind an organization. If you use the Platform on behalf of a company, brokerage, firm, or other legal entity (an "Organization"), you represent and warrant that you have the authority to bind that Organization to these Terms, and "you" refers to both you individually and that Organization. The individual who first creates an Organization workspace is designated its "Owner."

1.4 Incorporated policies. The following are incorporated into these Terms by reference: our Privacy Policy, any Data Processing Addendum ("DPA") we make available, our acceptable-use rules in Section 7, plan and feature descriptions presented at purchase, and any supplemental terms presented for specific features. If there is a conflict between a signed order form or DPA and these Terms, the signed document controls for its subject matter.

2. Definitions

In these Terms, capitalized terms have the meanings given below or where first defined:

(a)    “AI Features” means the automated, machine-learning-assisted features of the Platform, including template field detection, document drafting, email classification, change-request extraction, counter-proposal drafting, contract-date parsing, and payment detection.

(b)    “Counterparty” means any client, recipient, signer, or other third party with whom you negotiate, transact, or exchange documents or email through the Platform, whether or not they hold a Clairo account.

(c)    “Customer Content” means all data, documents, templates, contracts, field values, email messages and attachments, contact details, payout information, branding assets, and other materials that you or your Counterparties submit to, or that the Platform ingests on your behalf into, the Platform.

(d)    “Email Connection” means a Gmail/Google Workspace or Microsoft 365/Outlook mailbox that you authorize the Platform to access via OAuth for sending, monitoring, and classifying deal-related email.

(e)    “Third-Party Services” means services operated by third parties that the Platform integrates with or relies on, including Google, Microsoft, DocuSign, Stripe, Anthropic, and others described in Section 6 and in our Privacy Policy.

(f)     “Subscription” means a paid or free plan tier that governs your feature entitlements and usage limits.

3. Eligibility and Accounts

3.1 Age and capacity. The Platform is intended solely for business and professional use by persons who are at least 18 years old and able to form a binding contract. The Platform is not directed to consumers for personal, family, or household purposes, and is not intended for children.

3.2 Account registration. You must provide accurate, current, and complete information when registering and keep it up to date. Authentication is provided through our identity provider (Clerk) and may use Google, Microsoft, or email-and-password sign-in. You are responsible for maintaining the confidentiality of your credentials.

3.3 Organizations, workspaces, and roles. Each account belongs to an Organization workspace. The Platform supports role-based access control with roles such as Owner, Admin, Member, and Viewer, each with different permissions. The Owner and Admins are responsible for managing team members, permissions, and the actions taken within their workspace.

3.4 Responsibility for your users and activity. You are responsible for all activity that occurs under your account and workspace, including the acts and omissions of your team members and anyone you invite or grant access. You must promptly notify us at support@clairocontracts.com of any unauthorized use or suspected security breach.

4. The Platform and License to You

4.1 What Clairo does. Clairo is a contract-lifecycle workflow tool that helps you create contract templates and documents (by upload, cloning a starter template, or AI generation from a plain-language description); generate and send documents; connect an email mailbox so the Platform can monitor and classify replies on your deals; extract and organize proposed changes for your review; draft counter-proposals for your approval; execute contracts by integrated e-signature, in-browser signing, or by recording an externally signed copy; and track payment schedules, expirations, and renewals.

4.2 License. Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for your internal business purposes during your subscription term.

4.3 Reservation of rights. The Platform is licensed, not sold. Except for the license expressly granted, we and our licensors retain all right, title, and interest in and to the Platform, including all software, models, prompts, designs, and documentation. No rights are granted by implication or estoppel.

4.4 Changes to the Platform. We may add, modify, suspend, or discontinue features from time to time. We will use commercially reasonable efforts to avoid materially degrading core functionality of a paid plan during a paid term, and, where a change is material and adverse, to provide reasonable notice.

4.5 Beta and AI-assisted features. Some features may be offered as beta, preview, or evaluation functionality and may be changed or withdrawn. AI Features are inherently probabilistic and are provided on an “as is” basis in accordance with Sections 11, 19, and 20.

5. Subscriptions, Fees, Trials, and Billing

5.1 Plans and feature gating. The Platform is offered in tiers (for example, Free/Trial, Professional, Team, and Enterprise) with different usage limits and features (such as numbers of templates, active deals, team seats, AI-parsing queries, email connections, integrated e-signature, payout tracking, and branding). Current plan details and limits are those presented in-product at the time of purchase and may be updated as described in Section 5.7.

5.2 Free trial. We may offer a free trial (for example, 14 days with Professional-level features). At the end of the trial, access to paid features may be suspended unless you subscribe to a paid plan. We may modify or discontinue trials at any time. Only one trial per Organization unless we agree otherwise.

5.3 Billing through Stripe. Paid subscriptions are billed through our payment processor, Stripe. By subscribing, you authorize us and Stripe to charge your payment method for all fees due. You represent that you are authorized to use the payment method provided. We do not store full payment-card numbers; card data is handled by Stripe under its terms and PCI-DSS obligations.

5.4 Auto-renewal. Unless otherwise stated, subscriptions renew automatically at the end of each billing period (monthly or annual) at the then-current rate, until cancelled. You may cancel future renewals at any time through the billing settings or the Stripe billing portal; cancellation takes effect at the end of the current paid period.

5.5 Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes based on our net income. If we are required to collect such taxes, they will be added to your invoice.

5.6 Refunds. Except where required by applicable law or expressly stated, fees are non-refundable and there are no refunds or credits for partial billing periods, unused features, or usage below plan limits.

5.7 Price and plan changes. We may change fees, plan structures, or limits. For changes to recurring fees, we will provide reasonable advance notice, and the change will apply as of your next renewal. Your continued use after the change takes effect constitutes acceptance; if you do not agree, you may cancel before the change takes effect.

5.8 Late or failed payments. If a charge fails or an account becomes past due, we may suspend or downgrade access to paid features after reasonable notice. Comped or promotional access may be granted or revoked at our discretion.

6. Third-Party Services and Integrations

6.1 General. The Platform integrates with and depends on Third-Party Services, including Google (Gmail/Google Workspace), Microsoft (Microsoft 365/Outlook via Microsoft Graph), DocuSign (e-signature), Stripe (payments), Anthropic (AI processing), and our hosting and infrastructure providers. Your use of a Third-Party Service is governed by that provider’s own terms and privacy policy, in addition to these Terms. We are not responsible for Third-Party Services and do not control them.

6.2 Your third-party accounts. You are responsible for maintaining your own Google, Microsoft, DocuSign, and other third-party accounts in good standing and in compliance with those providers’ terms. If a provider changes, suspends, or discontinues its service, related Platform functionality may be affected.

6.3 Google and Microsoft data use. Clairo’s use and transfer of information received from Google APIs, and from Microsoft APIs, adheres to the applicable API Services User Data Policies, including the Google API Services User Data Policy and its Limited Use requirements. Details of how mailbox data is accessed and used are set out in our Privacy Policy. You may revoke the Platform’s access to a connected mailbox at any time through the provider’s security settings or in the Platform’s settings.

6.4 No endorsement. References to any Third-Party Service are not an endorsement, and availability of an integration may change.

7. Acceptable Use

You agree not to, and not to permit any user or third party to:

•      Use the Platform in violation of any applicable law, regulation, or third-party right, including intellectual-property, privacy, anti-spam (e.g., CAN-SPAM, CASL), and data-protection laws;

•      Connect or monitor an email mailbox that you are not authorized to access, or use the Platform to intercept, read, or process communications without the necessary rights and consents;

•      Send unsolicited bulk or marketing email, phishing, or deceptive communications through the Platform, or impersonate any person or entity or misrepresent your affiliation;

•      Upload or transmit malware, or attempt to gain unauthorized access to, probe, scan, disrupt, or circumvent the security or integrity of the Platform or its infrastructure;

•      Reverse engineer, decompile, or attempt to derive source code, models, or prompts, except to the extent this restriction is prohibited by law;

•      Use the Platform to build or train a competing product or machine-learning model, or to benchmark it for a competitor, or resell or provide the Platform as a service bureau without our written consent;

•      Exceed, circumvent, or manipulate plan usage limits, rate limits, or feature gates, or use automated means to access the Platform except through interfaces we provide;

•      Upload content that is unlawful, defamatory, infringing, or that contains special categories of sensitive data beyond what the Platform is designed to process; or

•      Use the Platform for high-risk activities where failure could lead to death, personal injury, or environmental or property damage.

7.1 Enforcement. We may investigate suspected violations and may remove content or suspend or terminate access as described in Section 18. We may also throttle or limit AI and email-processing activity to protect the Platform and other users.

8. Customer Content and Ownership

8.1 Your ownership. As between you and us, you (or your Counterparties or licensors, as applicable) own all Customer Content. We do not claim ownership of your contracts, templates, documents, or the substance of your communications.

8.2 License to operate the Platform. You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, process, and create derivative representations of Customer Content solely as necessary to provide, secure, maintain, and improve the Platform and the AI Features for you, to prevent or address technical or security issues, and to comply with law. This license ends when Customer Content is deleted, except for residual copies retained in backups for a limited period and content we must retain by law.

8.3 Your responsibility for Customer Content. You represent and warrant that you have all rights, consents, and authority necessary to submit Customer Content and to authorize the processing described in these Terms and the Privacy Policy, including the right to connect and monitor any mailbox and to process Counterparty personal data. You are solely responsible for the accuracy, quality, legality, and appropriateness of Customer Content and for the contracts you create, send, negotiate, and execute.

8.4 AI training. We do not use the content of your connected mailboxes, your contracts, or your documents to train generally available or third-party foundation models. Our AI providers process your content to return outputs to you and do not use it to train their models except as permitted by our agreements with them. See the Privacy Policy for details.

8.5 Feedback. If you give us suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.

9. AI Features — Nature, Limits, and Your Review

AI outputs require your review. The Platform’s AI Features assist you; they do not replace your judgment. AI outputs — including detected fields, drafted documents, classified emails, extracted change requests, confidence scores, counter-proposal drafts, parsed dates, and detected payments — may be incomplete, inaccurate, or wrong. You are responsible for reviewing and verifying all AI-assisted output before you rely on it, send it, or execute any document.

9.1 No guarantee of accuracy. We do not warrant that AI Features will detect every change, correctly classify every message, capture every payment, parse every date, or produce error-free drafts. Confidence scores are indicative only and are not assurances of correctness.

9.2 Human-in-the-loop. Key actions — accepting, rejecting, or countering changes, sending communications, and executing contracts — require your affirmative decision. The Platform is designed so that a human reviews AI output before consequential actions occur, and you agree to operate it that way.

9.3 No automated decisions with legal effect. We do not use the AI Features to make decisions producing legal or similarly significant effects about individuals without human involvement.

10. Email Connection, Sending, and Monitoring

10.1 Authorization and consent. When you connect a mailbox, you authorize the Platform to access, send from, and monitor that mailbox for deal-related threads using the OAuth permissions you approve. You represent that you own or are authorized to use and monitor the mailbox, and that you have provided any notices to, and obtained any consents from, other mailbox users, senders, and recipients required by law for such access and monitoring.

10.2 Sending on your behalf. The Platform can send email from your connected address. You are the sender of, and are responsible for, all messages sent through your Email Connection, including their content and compliance with anti-spam and other laws.

10.3 Monitoring scope. The Platform monitors tracked threads on your active deals and classifies replies. Messages arriving after a deal is executed may be ignored by the parser but remain in your mailbox. You can disconnect a mailbox or revoke access at any time; doing so stops sending and monitoring for that connection.

10.4 Counterparty communications. Counterparties may reply from any provider. You are responsible for your relationship and communications with your Counterparties and for how you use information they send you.

11. Electronic Signatures and Contract Execution

11.1 Execution methods. The Platform supports contract execution by (a) an integrated DocuSign envelope (on eligible plans), (b) an in-browser signing flow, and/or (c) recording a copy signed outside the Platform (“external upload”), available on all plans. You select the method per deal.

11.2 You are responsible for legal validity. You are solely responsible for determining whether a given contract may be signed electronically, whether the chosen method meets applicable requirements (including the U.S. federal ESIGN Act and the Uniform Electronic Transactions Act (UETA) as adopted in the applicable state, and any other applicable electronic-signature and formality laws), and for identifying and authenticating signers. Certain documents (for example, certain wills, family-law, and property instruments) may be excluded from electronic execution or require additional formalities under local law.

11.3 Clairo is not a party or witness. We are not a party to, guarantor of, notary for, or witness to any contract created, negotiated, signed, or executed through the Platform. We make no representation that any contract is valid, enforceable, admissible, or fit for your purpose. For DocuSign envelopes, signature and audit certificates are generated by DocuSign under its terms; for external uploads, you are responsible for the accuracy of the execution details you record.

11.4 Records. The Platform stores document versions and an activity log to help you maintain an internal record. You are responsible for retaining your own copies of executed contracts as your records-retention and legal obligations require.

12. No Legal Advice; Not a Law Firm

Clairo is a software tool, not a law firm, and does not provide legal advice. Templates, starter templates, AI-drafted documents, clause suggestions, counter-proposal drafts, and any other content generated or made available through the Platform are provided for your convenience and do not constitute legal advice, an opinion on the law, or a substitute for the advice of a licensed attorney. Using the Platform does not create an attorney-client relationship. You are responsible for ensuring that any contract you create, send, negotiate, or execute is appropriate, complete, accurate, and legally sufficient for your circumstances. Consult a qualified attorney for advice about your specific situation.

13. Payment and Payout Tracking

13.1 Informational only. Payout tracking, payment detection, reminders, and status indicators are informational tools to help you organize expected payments referenced in your contracts. Clairo does not process, hold, transfer, or disburse funds between you and any Counterparty, is not a money-services business or payment processor for such payments, and is not responsible for whether any payment is actually due, made, or received.

13.2 Your reconciliation. AI-detected amounts, due dates, and matches may be inaccurate. You are responsible for verifying and reconciling all payment information against your own records and your Counterparties’.

14. Intellectual Property and Branding

14.1 Our IP. The Platform, including its software, user interfaces, designs, logos, trademarks, documentation, starter-template catalog, prompt libraries, and all improvements, are owned by us or our licensors and are protected by intellectual-property laws. “Clairo” and related marks are our trademarks; you may not use them without our prior written consent, except to accurately identify the Platform.

14.2 White-labeling and your marks. If your plan includes branding/white-label features, you grant us a limited license to use your name, logo, colors, and sender identifiers solely to configure and display your branding within the Platform and on communications you send through it. You represent that you have the rights to use those marks and that your branding and communications comply with law and do not mislead recipients.

14.3 Restrictions. You may not remove or alter any proprietary notices, or use the Platform except as permitted by these Terms.

14.4 Publicity. Neither party will issue any press release or public statement about the other, or use the other’s name or marks in advertising or publicity, without the other’s prior written consent, except that we may identify you by name and logo as a customer in customer lists and on our website unless you notify us at legal@clairocontracts.com that you prefer we do not.

15. Confidentiality

15.1 Mutual. Each party may receive information the other treats as confidential. Each party will use the other’s confidential information only to perform under these Terms and will protect it with reasonable care. This does not apply to information that is public through no fault of the receiver, independently developed, rightfully received from a third party, or required to be disclosed by law (with notice where lawful).

15.2 Customer Content. We treat Customer Content as your confidential information and handle it as described in these Terms and the Privacy Policy and DPA.

16. Data Protection and Privacy

16.1 Privacy Policy. Our collection and use of personal data is described in our Privacy Policy, which is incorporated by reference. By using the Platform you acknowledge that Privacy Policy.

16.2 Roles and DPA. For personal information within Customer Content that we process on your behalf, you are the “business” and we act as your “service provider,” as those terms are defined under the California Consumer Privacy Act (as amended by the CPRA) and other applicable U.S. state privacy laws. Our Data Processing Addendum governs that processing and is incorporated by reference; if you require a signed DPA, contact privacy@clairocontracts.com. You are responsible for providing any notices to, and obtaining any consents from, individuals whose personal information you submit, including Counterparty and mailbox data, as required by applicable law.

17. Service Levels, Support, and Availability

17.1 Availability. We strive to keep the Platform available but do not guarantee uninterrupted or error-free operation. The Platform may be unavailable for maintenance, updates, or reasons beyond our control, including failures of Third-Party Services.

17.2 Support. Support is provided at the level associated with your plan. Priority support, if any, is described in your plan.

18. Suspension and Termination

18.1 By you. You may stop using the Platform and cancel your subscription at any time as described in Section 5. Cancellation stops future renewals; it does not entitle you to a refund except as required by law.

18.2 By us. We may suspend or terminate your access, in whole or in part, with or without notice, if (a) you materially breach these Terms or the Acceptable Use rules, (b) your use poses a security, legal, or operational risk, (c) required by law or a Third-Party Service, or (d) your account is delinquent. Where practicable and lawful, we will give notice and an opportunity to cure.

18.3 Effect of termination. On termination, your license ends and you must stop using the Platform. For a period after termination (or as described in the Privacy Policy/DPA), you may request export or deletion of Customer Content; after that period we may delete it, subject to legal retention and backup cycles. Provisions that by their nature should survive (including Sections 8.1, 8.5, 9, 11, 12, 14, 15, 19–23, and 24) survive termination.

19. Disclaimers of Warranties

THE PLATFORM, INCLUDING ALL AI FEATURES, TEMPLATES, INTEGRATIONS, AND CONTENT, IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE; THAT DEFECTS WILL BE CORRECTED; OR THAT ANY CONTRACT CREATED OR EXECUTED THROUGH THE PLATFORM WILL BE VALID OR ENFORCEABLE. YOU USE THE PLATFORM AND RELY ON ITS OUTPUTS AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (AND, FOR US, OUR AFFILIATES, LICENSORS, AND SUPPLIERS) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, GOODWILL, BUSINESS, OR DATA, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID US FOR THE PLATFORM IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

20.1 Exclusions from the limitations. The limitations in this Section do not apply to: (a) your obligation to pay fees due; (b) your indemnification obligations under Section 21; (c) either party’s breach of its confidentiality obligations; (d) your violation of the Acceptable Use rules or infringement or misappropriation of the other party’s intellectual property; or (e) liability that cannot be excluded or limited under applicable law.

20.2 Allocation of risk. These limitations apply regardless of the theory of liability and are an essential basis of the bargain. Some jurisdictions do not allow certain limitations, so parts of this Section may not apply to you; in that case our liability is limited to the smallest extent permitted by law. Nothing in these Terms limits liability that cannot be limited by law (for example, for fraud or, where applicable, death or personal injury caused by negligence).

21. Indemnification

21.1 By you. You will defend, indemnify, and hold harmless Clairo and its affiliates, officers, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your Customer Content; (b) your use of the Platform, including any contract you create, send, negotiate, or execute; (c) your connection or monitoring of any mailbox or your communications; (d) your violation of these Terms, the Acceptable Use rules, or applicable law; or (e) your violation of the rights of any Counterparty or third party, including privacy, data-protection, and intellectual-property rights.

21.2 Procedure. We will notify you of the claim, allow you to control the defense (with our right to participate with our own counsel), and reasonably cooperate. You may not settle a claim in a way that imposes obligations on us without our consent.

22. Governing Law and Dispute Resolution

22.1 Governing law. These Terms and any dispute arising out of or relating to them or the Platform are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and, where applicable, by the U.S. Federal Arbitration Act. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

22.2 Informal resolution. Before starting an arbitration or other proceeding, the parties will try in good faith to resolve the dispute informally by written notice to legal@clairocontracts.com (for claims against us) and to your account contact, and a 30-day discussion period.

22.3 Binding arbitration. Except as provided below, any dispute that is not resolved informally will be resolved by final and binding individual arbitration administered by a recognized arbitration provider under its commercial rules, seated in the State of Delaware, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

22.4 Class-action and jury waiver. To the maximum extent permitted by law, disputes will be brought only in an individual capacity and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL. If the class-action waiver is found unenforceable as to a particular claim, that claim will proceed in court and be severed from any arbitration.

22.5 Exceptions. Either party may (a) bring an individual claim in small-claims court, and (b) seek injunctive or equitable relief in a court of competent jurisdiction for actual or threatened infringement or misuse of intellectual property or confidential information.

22.6 Opt-out. You may opt out of the arbitration and class-waiver provisions by sending written notice to legal@clairocontracts.com within 30 days after you first accept these Terms, stating your name, account, and intent to opt out. Opting out does not affect any other provision.

22.7 Forum for non-arbitrable matters. For disputes not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware.

23. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms with a new effective date and, where appropriate, by additional notice (such as email or in-product notice). Changes are effective when posted unless stated otherwise. Your continued use of the Platform after changes take effect constitutes acceptance. If you do not agree, you must stop using the Platform.

24. Miscellaneous

24.1 Entire agreement. These Terms, together with the Privacy Policy, DPA, and any order form, are the entire agreement between the parties regarding the Platform and supersede all prior understandings on that subject.

24.2 Assignment. You may not assign these Terms without our prior written consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. These Terms bind and benefit permitted successors and assigns.

24.3 Severability and waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the rest remains in effect. Our failure to enforce a provision is not a waiver.

24.4 Force majeure. Neither party is liable for delay or failure due to causes beyond its reasonable control, including internet or Third-Party Service failures, acts of God, or governmental action (this does not excuse payment obligations).

24.5 Notices. We may give notice by email to your account address or by in-product notice. Legal notices to us must be sent to legal@clairocontracts.com and, if requested, to [Clairo, Inc., [street address], [city], [state] [ZIP], United States].

24.6 Relationship. The parties are independent contractors. These Terms create no partnership, agency, joint venture, or employment relationship.

24.7 Export and sanctions. You will comply with applicable export-control and sanctions laws and represent that you are not located in, or a national of, an embargoed country or on a restricted-party list.

24.8 U.S. government users. The Platform is “commercial computer software”; U.S. government rights are limited to those in these Terms.

24.9 Third-party beneficiaries. There are no third-party beneficiaries except our affiliates, licensors, and suppliers with respect to the disclaimers, limitations, and indemnities that reference them.

25. Contact

Questions about these Terms may be sent to legal@clairocontracts.com. General support: support@clairocontracts.com. Privacy inquiries: privacy@clairocontracts.com.