September 1, 2022
ClearOPS, Inc. (the "Company," "us," "we," or "ClearOPS") are glad that you visited. This webpage is to advise you of your rights and obligations while using our website. If you are a customer, please visit our terms of service.
All images, graphics, audio and video clips, links, website architecture, format, layout and all other items contained on our website, are subject to our copyrights and may not be used, reproduced, linked or clipped in any manner, without our prior written permission. Images of people or places and ClearOPS products are either property of, or used with permission by, ClearOPS. Any unauthorized use of these materials may violate copyright, trademark and privacy laws and other applicable statutes. You may browse this website and you may download or print a copy of material displayed on the website for your personal use only and not for redistribution, sublicense, resale or lending, unless consented to in writing by ClearOPS. If you believe that your copyright has been infringed by this website, please contact us email@example.com and include the specific url, image, your name and contact.
ClearOPS, and other ClearOPS product names, model numbers, logos, trade names and slogans are trademarks that belong to ClearOPS, whether or not registered. You are prohibited from using any of the marks appearing on this website without the express prior written consent of ClearOPS, except as permitted by applicable laws. Other marks and logos shown on this website may be marks owned by third parties not affiliated with ClearOPS and are used with permission from the mark owner. Nothing shown on this website should be construed as granting, by implication, estoppels or otherwise, any permission, license or right to use any trademark, service mark or trade name displayed on this website without the written permission of ClearOPS or the third party owner.
All data contained on the website relating to third party products or services, including but not limited to, vCISO services or other security experts, availability of their services or products, product features or service coverage, if any, should be verified with the party supplying the product or service. ClearOPS may at any time without notice amend the information displayed on the website and may change its products or services without warning to website users. While ClearOPS endeavors to update posted information frequently, not all information may be current, and ClearOPS does not guarantee the accuracy or reliability of such data. ClearOPS is not responsible for any loss or damage caused by your reliance on any information provided to you on this website. This website is provided as a convenience to you on an “as is” and “as available” basis. ClearOPS does not warrant that your access to the ClearOPS website will be uninterrupted or error-free. NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON- INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE IN RELATION TO THE AVAILABILITY, ACCURACY, RELIABILITY OR CONTENT OF THE CLEAROPS SITES. CLEAROPS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS, REVENUES OR DATA OR LOSSES FOR BUSINESS INTERRUPTION ARISING OUT OF THE USE OF OR INABILITY TO USE THIS WEBSITE, EVEN IF CLEAROPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ClearOPS assumes no responsibility and/or liability for any damages to or viruses that may infect your computer equipment or other property on account of or arising out of your use of or access to this website. Some jurisdictions do not allow exclusion of certain warranties or limitations of liability, so the above limitations or exclusions may not apply to you. ClearOPS' liability in any case shall, however, be limited to the greatest extent permitted by law.
ClearOPS may include links to other sites that are owned or operated by third parties, including authorized ClearOPS partners, vCISO experts, service providers and others. When visiting these third-party sites, you do so at your own risk. ClearOPS does not control these sites and assumes no responsibility for their content. ClearOPS does not endorse any third party or its site or the products or services described on such sites.
Any communication or material you transmit to the website (including feedback, data, answers, questions, comments, suggestions, ideas, plans, orders, requests or the like) will be treated as non-proprietary to you. If you publicly post something about us, we will treat that as non-confidential.
As a visitor of our website, we do not expect you to enter into any agreement with us, but we strongly believe in advising you about how to use our site, the data we collect, the data you may be submitting to us or our service providers and how things may change. If you have any concerns or questions, please feel free to contact us through our contact page.
Last updated March 6, 2022
ClearOPS supports privacy by default. This Privacy Statement describes the actions we (“ClearOPS” or “we” or “us” or “our”) take as a business to use your private information and protect your privacy. This Privacy Statement also provides information that permits you to take actions to protect your own privacy. This Privacy Statement applies to submissions of your information to us through the website as well as when you use our services.
Some quick facts: We DO host our own email, so if you send us an email, it is not also accessible by a third party service provider on our side. However, we do use a third party service called Substack for our newsletters who will host your email address. We DO have a valid SSL certificate for our website, so that any information you send from the website to us is encrypted in transmission. Check out our rating (note, this link is to a third party) https://www.ssllabs.com/ssltest/analyze.html?d=clearops.io. We DO use a third party, called Webflow, to create and host this website and they link to some Google services, including Google fonts. We know their code that they provided to us does link back to third party providers for things like fonts and display for this website (which you can see if you right click on the website and inspect it).
When you visit the website, we use a service called Plausible.io to provide us with analytics we need to tell us if you like the website, or immediately bounce. Plausible.io is a company that promises to respect privacy and comply with GDPR, CCPA and other privacy regulations. You can read more about it here. If you fill out a form on our website and the form requests your identifiable information and then you press submit, there may be a few third parties who have access, including Webflow, Substack, Outseta, and Stripe. If you upload a questionnaire, policies, or other documents to our services, then we collect and store the information contained within those documents and we also analyze them for improvements and enhancements to our services. If you use our tools to respond to questions in documents uploaded to our services, then we collect and store that information and also analyze it for improvements and enhancements to our services.
We collect your personal data to sell or provide our services to you. If you fill out and then send us the completed web form, we use the data you provide to contact you to sell you our services or for whatever purpose you filled out the form. If you send us a login and password to access our application, then we collect that information to authenticate your access. We may need to use your personal data for other access and authentication, such as other dashboards and services we may provide in the future. If you are a business and you are concerned about the data we store on your behalf, you may request deletion of such data at any time (although deleting questionnaire responses may result in poor functioning of the service).
We sort of answered this in the prior section, but just to confirm, we use your personal data to deliver the services to you or to communicate with you or to try to sell you our services (which is part of communicating, but we want to make sure you get the point). If you want to opt out, you always have that right. If at any time you need to contact us, please use this email address firstname.lastname@example.org.
ClearOPS follows a standard procedure of using log files. These files log visitors when they visit websites. All hosting companies do this and a part of hosting services' analytics. The information collected by log files include internet protocol (IP) addresses, browser type, Internet Service Provider (ISP), date and time stamp, referring/exit pages, and possibly the number of clicks. These are not linked to any information that is personally identifiable. The purpose of the information is for analyzing trends, administering the site, tracking users' movement on the website, and gathering demographic information. We use plausible.io for this information.
We do use service providers, such as AWS for hosting our application, so they have access to your data and you can read all about their security on their website. We use other service providers to help us with the operation of the business. Most importantly, we use Stripe for accounts receivable and so if you are a customer, your invoice information will be contained within our Stripe account. You also have the option to link your payment method to Stripe. We rely on Stripe for all payment data. If we take you out to dinner sometime in 2023 and beyond, your name may also appear in our accounting software as part of the receipt. We also use Linkedin for sales prospecting and Hubspot for our sales CRM. Eventually, we may use other tools and we intend to update this statement when we do. We do comply with law and any valid legal requests, such as subpoenas etc. We will seek to contact you first if the subpoena or other legal request pertains to your personal data and we will also seek to limit the scope of any response. If we are unable to reach you by the deadline, then we may share your personal data without your knowledge. We are sorry about that, but you just need to check your email or listen to your voicemails or respond to the LinkedIn connection or whatever other method of contact we have for you. We may also disclose your personal information if we believe it is appropriate in connection with efforts to investigate, prevent, or take other action regarding illegal activity, suspected fraud or other wrongdoing; to protect and defend the rights, property or safety of ClearOPS, our customers, users, employees, or others. We reserve the right to sell the company. In that case, we may sell, transfer or otherwise share some or all of our assets, including your information, whether personally identifiable or not, in connection with a merger, acquisition, reorganization or sale of assets or in the event of bankruptcy.
If you are a customer, you have control over the information you provide to us and may delete it or transfer it to another provider at any time. However, we will still retain some information about you such as the original contracts between you and us, payment history, invoice history, performance metrics, emails, texts and case studies on your use of our services. We may also retain copies of your documents, questionnaires etc. in our backups until the backups are purged. Contact us at email@example.com for more information or to discuss options.
The California Consumer Privacy Act ("CCPA") is a comprehensive privacy law that took effect on January 1, 2020. CCPA is a step forward in the United States for shaping data protection requirements.The CCPA creates several new rights so individuals may control access and use of their personal information. These include the right to access or delete personal information collected by a business and the right to opt out of a "sale" of their personal information. However, transfers to "service providers" are not considered "sales." ClearOPS is a "service provider" as defined under the CCPA. ClearOPS does not sell personal information. ClearOPS does (a) engage other service providers as subcontractors, where the subcontractor also meets the requirements for a service provider under the CCPA; (b) use personal information for providing the services and for internal use by ClearOPS to build or improve the quality of our services, but that use does not include building or modifying household or consumer profiles, or cleaning or augmenting personal information acquired from another source; (c) use personal information to detect security incidents; and (d) use personal information to protect against fraudulent or illegal activity or for reasons specified in CCPA, subsections 1798.145(a)(1) – (a)(4) (e.g., to comply with laws).
The European Union (“EU”) privacy regulation, the General Data Protection Regulation (“GDPR”) went into effect on May 25, 2018. The GDPR impacts companies located in the EU or when they are processing data of EU residents, among other criteria. ClearOPS strives to meet global privacy regulations and is committed to GDPR compliance. The principles of GDPR include putting the data subject in control of their data, providing them with access and correction rights, minimizing data collection, securing the data and maintaining accuracy of the data. It is important to note, there is no certified compliance program for the GDPR, and there is no set checklist of required actions for GDPR compliance. As a result, GDPR compliance is a continual process for ClearOPS.
As of the date written above, ClearOPS does not have any EU offices but it will enter into standard contractual clauses for the processing of contact information provided in questionnaires. As of July 16, 2020, the CJEU invalidated the Privacy Shield. ClearOPS did not seek self-certification and therefore did not rely on the EU-U.S. Privacy Shield prior to July 16, 2020, nor does it after such date.
Our website is not targeted at children and we don’t know why any child would be interested in our website or services. We are aware that those outside of the United States may be interested in our services. Under GDPR, we are considered a controller since the information we collect is our customer’s business information. If you do reside outside of the United States, all our databases are located in the United States.
We are a young company and our services will be changing and, for that reason, so will this privacy statement. We will post changes on this website with a corresponding date of the change. To see a copy or comparison of past privacy policies, please sign up for our SPR services. If you have specific questions about a change, you may also email us at firstname.lastname@example.org.
August 23, 2023
BEFORE USING CLEAROPS SERVICES (AS DEFINED BELOW), PLEASE READ THESE TERMS OF SERVICE (THESE “TERMS”). THESE TERMS ARE INCORPORATED BY REFERENCE INTO THE ORDER FORM EXECUTED BY THE COMPANY IDENTIFIED AS THE “CUSTOMER” IN THE ORDER FORM (“CUSTOMER,” "you") AND CLEAROPS, INC. (“CLEAROPS,” "we," "us"). PURSUANT TO THESE TERMS, CUSTOMER SHALL RECEIVE THE RIGHT TO ACCESS AND USE CLEAROPS SERVICES AND PRODUCTS; AND/OR RECEIVE OTHER SERVICES FROM CLEAROPS. THESE TERMS AND THE ORDER FORM TOGETHER FORM A BINDING AND EXECUTED WRITTEN AGREEMENT BETWEEN CUSTOMER AND CLEAROPS, EFFECTIVE AS OF THE EARLIEST OF THE DATE OF MUTUAL EXECUTION OF THE ORDER FORM OR THE DATE IN WHICH THE CUSTOMER USES THE SERVICES. WHILE THESE TERMS ARE QUITE LONG, IT IS IMPORTANT FOR YOU TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS. FOR SPECIFIC REQUESTS OR INQUIRIES ABOUT THESE TERMS, PLEASE CONTACT US AT LEGAL@CLEAROPS.IO.
ClearOPS provides a suite of products and services that allow Customers to streamline data protection and cybersecurity (the "Services").
2.2 An “Authorized User” is defined as an individual person (e.g. employee, contractor, agent, customer or client of a Customer) who is registered and permitted by a Customer to use the ClearOPS Services subject to these Terms and any restrictions in an applicable Subscription Plan (as defined below). Customer shall ensure that its Authorized Users comply with these Terms and Customer is responsible for all actions of its Authorized Users. All restrictions, permissions and licenses referred to herein apply to both Customer and its Authorized Users.
3.1 Limited License. Subject to these Terms, ClearOPS grants to Customer and its Authorized Users a limited, non-exclusive, non-transferable license to use and access the ClearOPS Services for its business purposes as expressly permitted in these Terms. Your use and access to the Services are subject to any limitations set forth in an applicable order form or online plan (whether paid or free, collectively “Subscription Plan”).
3.2 General Restrictions. Customer and its Authorized Users must not (and must not allow anyone else to):
A. Rent, lease, copy, transfer, resell, sublicense, lease, time-share, or otherwise provide access to the ClearOPS Service to a third party (except Authorized Users); B. Incorporate the ClearOPS Service (or any portion of such) into, with, or use it with or to provide, any site, product, or service, other than as specifically permitted in a separate agreement signed by both parties; C. Publicly disseminate information regarding the performance of the ClearOPS Service (which is deemed ClearOPS’s Confidential Information); D. Modify or create a derivative work of the ClearOPS Service or any portion of it; E. Reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any ClearOPS Service, except to the extent expressly permitted by applicable law and then only with advance notice to ClearOPS; F. Break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the ClearOPS Service, or configure the ClearOPS Service (or any component thereof) to avoid sending events or transactions or to otherwise avoid incurring fees; G. Distribute any portion of the ClearOPS Service excepted as permitted herein; H. Access the ClearOPS Service for the purpose of building a competitive product or service or copying its features or user interface; I. Use the ClearOPS Service for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without ClearOPS’s prior written consent; J. Remove or obscure any proprietary or other notices contained in the ClearOPS Service, including in any reports or output obtained from the ClearOPS Service; K. Use or permit the Services to be used for any illegal or misleading purpose, or any manner inconsistent with these Terms; or L. Conduct a vulnerability assessment or any other type of security assessment on our application without providing ClearOPS with the results of any such assessment.
3.3 Beta Releases and Free Access Subscriptions. ClearOPS may provide Customer with a ClearOPS Service for free or on a trial basis (a “Free Access Subscriptions”) or with “alpha”, “beta”, or other early-stage ClearOPS Services, integrations, or features (“Beta Releases”), which are optional for Customer to use. This Section will apply to any Free Access Subscriptions or Beta Releases (even if Beta Releases are provided for a fee or counts towards Customer’s Subscription Plan) and supersedes any contrary provision in these Terms. ClearOPS may use good faith efforts in its discretion to assist Customer with Free Access Subscriptions or Beta Releases. Nevertheless, and without limiting the other disclaimers and limitations in these Terms, CUSTOMER AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH CLEAROPS WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF BETA RELEASES ARE AT CUSTOMER’S SOLE RISK. ClearOPS makes no promises that future versions of Beta Releases will be released or will be available under the same commercial or other terms. ClearOPS may terminate Customer’s right to use any Free Access Subscriptions or Beta Releases at any time for any reason or no reason in ClearOPS’s sole discretion, without liability.
3.4 Use of Public Data. ClearOPS does not have any control over the data contained in websites whose links appear on ClearOPS Services, nor does ClearOPS screen the content on those websites for accuracy or otherwise. ClearOPS disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or data found on the internet or otherwise and displayed in its Services. ClearOPS disclaims any responsibility for the deletion, failure to store, mis-delivery, or untimely delivery of any information or material. ClearOPS disclaims any responsibility for any harm resulting from downloading, linking to or accessing any information on the internet through ClearOPS. Under no circumstances shall ClearOPS be liable to Customer or any Authorized User on account of their use or misuse of or reliance on ClearOPS' display or reporting on public data or open source intelligence. Unless you have entered into an express written contract with ClearOPS to the contrary, you may not copy, duplicate, save, print, sell, re-sell, publish or otherwise disseminate any portion of the public data reporting compilation format, code or source information provided by the ClearOPS Services for any purpose other than your own internal purposes. Your breach of this foregoing provision will subject you to liquidated damages in the amount of $100,000.00 US, in addition to reasonable attorney's fees, costs and actual damages incurred by ClearOPS for breach of this provision. ClearOPS is not a consumer reporting agency and data provided by ClearOPS does not constitute a consumer report as that term is defined in the Fair Credit Reporting Act (FCRA), 15 U.S.C.A. sec 1681 et seq. Before using any data obtained from any source as a factor in establishing a consumer's eligibility for credit, insurance or employment you should consult with your attorney for uses that might be covered by FCRA. ClearOPS is merely a conduit for public information and is NOT the ultimate custodian of any public records. All errors or complaints should be addressed to the data custodian.
3.5 Membership. As a community of professionals, we expect a certain level of professionalism. To apply for membership in the Security Expert Marketplace, you may do so through the website. Acceptance as a member, or termination of your membership, is at our sole discretion. As a member, you may use our logo, unaltered, on your website and other promotional material stating that you are a member of the Security Expert Marketplace. Membership is on an individual basis only. By becoming a member, you agree that we may process your personal information in connection with the membership (so, name, email, title, company, address). From time to time, we may post and update community guidelines, which you agree to by becoming a member.
4.2 Aggregate/Anonymous Data. Customer agrees that ClearOPS will have the right to generate aggregate or anonymous data and that aggregate or anonymous data is owned by ClearOPS, which ClearOPS may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve ClearOPS’s products and services and to create and distribute reports and other materials). For clarity, ClearOPS will only disclose aggregate or anonymous data externally in a de-identified (anonymous) form that does not identify Customer, Authorized Users, or end users, and that is stripped of all persistent or personal identifiers. Customer is not responsible for ClearOPS’s use of aggregate or anonymous data.
4.3 ClearOPS Data & Intellectual Property. This is a subscription agreement for access to and use of the ClearOPS Services. Customer acknowledges that it is obtaining only a limited right to use the ClearOPS Services and that irrespective of any use of the words “purchase”, “sale” or similar terms, no ownership rights are transferred to Customer (or its Authorized Users or end users) under these Terms. Customer agrees that ClearOPS (and its suppliers) retain all rights, title and interest (including all intellectual property rights) in and to all ClearOPS Services, and all related or underlying documentation, technology, code, compilations, know-how, logos, templates, anything delivered as part of support of other services, and any updates, modifications, or derivative works of any of the foregoing (all of which is deemed ClearOPS’s Confidential Information) and that ClearOPS reserves any licenses not specifically granted in these Terms. The ClearOPS Service is offered as an online, hosted product. Accordingly, Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any ClearOPS Service and that ClearOPS at its option may make updates, bug fixes, modifications or improvements to the ClearOPS Service from time-to-time.
4.4 Feedback. If Customer elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to ClearOPS (collectively, “Feedback”), Customer hereby grants ClearOPS a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in these Terms limits ClearOPS’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
5.2 Security. The information you provide to us or that we collect from you will be secured as described in these Terms and the ClearOPS Security Statement. Please carefully review the ClearOPS Security Statement as it contains important information about how we secure information from unauthorized use or disclosure.
6.2 Customer represents and warrants that the collection, use, and disclosure of Customer Data will not violate any third-party rights, including intellectual property, privacy and publicity rights. Customer further represents and warrants that its collection and use of any personal information or data provided to ClearOPS complies with all applicable data protection laws, rules, and regulations. If Customer receives any take down requests or infringement notices related to Customer Data, it must promptly: (i) stop using the related item with the ClearOPS Service; and (ii) notify ClearOPS. If ClearOPS receives any take down requests or infringement notices related to Customer Data, ClearOPS may respond in accordance with its policies, and will notify and consult with the Customer on next steps.
7.1 Subscription Plan. The prices, features, and options of the ClearOPS Services depend on the Subscription Plan selected by Customer (including any usage or overage fees). ClearOPS does not guarantee that your particular Subscription Plan will be offered indefinitely. We reserve the right to change the prices, features, or options included in a particular Subscription Plan without notice, provided that such changes shall not take effect until your next applicable subscription term.
7.2 Recurring Charges and Upgrades. By signing up for a Subscription Plan, Customer authorizes ClearOPS to charge Customer’s payment method on a recurring basis (e.g. monthly, quarterly, or yearly depending on Customer’s Subscription Plan) without an invoice. Customer expressly authorizes ClearOPS to charge its payment method (such as a credit card) for the applicable subscription charges, any usage or overage charges, and any and all applicable taxes and fees. Such authorization is effective until the end of the Subscription Term and any applicable renewal term, or until Customer cancels all of its subscriptions. If Customer exceeds their subscription plan’s usage limits, Customer will be automatically upgraded into the next highest Subscription Plan and Customer expressly acknowledges and agrees that it will pay for the upgraded Subscription Plan. All upgrade fees and charges are non-refundable, even if Customer did not use the full usage allotment of the applicable Subscription Plan.
7.3 Taxes. ClearOPS’s fees are exclusive of all taxes, and Customer must pay any applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of ClearOPS. Customer will not deduct any applicable taxes from the payments to ClearOPS, except as required by law. If such deduction is required by law, Customer will increase the amount payable as necessary so that after making all required deductions and withholdings, ClearOPS receives and retains (free from any such liabilities) an amount equal to the amount it would have received had no such deductions or withholdings been made.
7.4 Auto-renewals and Trials. IF YOUR ACCOUNT IS SET TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD AND YOU HAVE PROVIDED A METHOD OF PAYMENT TO CLEAROPS FOR THE SERVICES, CLEAROPS MAY CHARGE YOU AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS YOU NOTIFY CLEAROPS THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION.
7.5 Purchase Orders. Customer agrees that it will pay all amounts owed, including recurring charges, without requiring any purchase orders or reference(s) to purchase order numbers.
7.6 No Refunds. Subscription and usage or overage fees (and any other fees associated with the services, including higher subscription fees for upgrades) are non-refundable and non-creditable, except where required by law. ClearOPS subscriptions may be cancelled, and such cancellations take effect at the end of your then-current subscription term (for example, if you are on a paid monthly subscription the cancellation will take effect the following month, but if you are on a paid yearly subscription the cancellation will take effect the following year). Once your cancellation is effective, you may be downgraded to a free plan and will lose subscription features and functionality. If you don’t pay for your subscription(s) on time, we reserve the right to suspend you or remove subscription features. A monthly subscription or an annual subscription, together, are referred to herein as “Subscription Term.”
7.7 Late Fees & Collection Costs. Late payments may be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount allowed by law. You agree to reimburse ClearOPS for any costs or expenses incurred by ClearOPS to collect amounts that remain unpaid after the due date. Amounts due to ClearOPS may not be withheld or offset by you against amounts due for any reason.
8.1 Term. These Terms are effective until all Subscription Terms for the ClearOPS Services have expired or are terminated as expressly permitted herein.
8.2 Subscription Term and Renewals. Customer agrees to pay applicable fees for the entire Subscription Term. Customer can cancel or terminate a Subscription Term at any month-end provided Customer is current on all payments. If no subscription start date is specified on the applicable order form, the subscription starts when Customer first obtains access to the applicable ClearOPS Service. Each Subscription Term will automatically renew monthly (e.g. if Customer initially has an annual plan then the subscription will renew on a monthly basis after expiration of the initial 12-month term). Pricing for any Subscription Term renewal, new order form, or order form changes will be at ClearOPS’s then-applicable rates.
8.3 Suspension of Service. ClearOPS may suspend Customer’s access to the ClearOPS Services if: (i) Customer’s account is overdue; or (ii) Customer has exceeded its service allocations / service limits. ClearOPS may also suspend Customer’s access to the ClearOPS Services or remove Customer Data if it determines that: (a) Customer has breached any portion of these Terms, or (b) suspension is necessary to prevent harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the ClearOPS Service. ClearOPS will have no liability for taking action as permitted above. For the avoidance of doubt, Customer will remain responsible for payment of fees during any suspension period. However, unless these Terms have been terminated, ClearOPS will cooperate with Customer to promptly restore access to the ClearOPS Service once we verify that Customer has resolved the condition requiring suspension.
8.4 Effect of Termination. Upon any expiration or termination of these Terms or an order form: (i) Customer’s license rights terminate and it must promptly: (a) stop use of the applicable ClearOPS Service; (b) delete (or, at ClearOPS’s request, return) any and all copies of any ClearOPS code, documentation, passwords or access codes, and any other ClearOPS Confidential Information in Customer’s possession, custody, or control; and (ii) Customer’s right to access any Customer Data in the applicable ClearOPS Service will cease and ClearOPS may delete the Customer Data at any time after 30 days from the date of termination. Any unpaid amounts due from Customer must be paid immediately by Customer. Except where these Terms specify an exclusive remedy, all remedies under these Terms, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5 Survival. The following Sections survive any expiration or termination of these Terms: (Account Registration and Use); (General Restrictions); (Beta Releases and Free Access Subscriptions); (Use of Public Data); (Ownership and Feedback); (Payment Terms); (Term and Termination); (Warranties and Disclaimers); (Indemnification Obligations); (Limitations of Liability); (Third-Party Products and Integrations); and (General).
9.1 Confidential Information. “Confidential Information” means (a) for ClearOPS, the ClearOPS Services, instructional videos, tutorials and documentation; (b) for Customer, Customer Data; (c) any other information of a party that is disclosed in writing or orally and is designated as confidential or proprietary at the time of disclosure (and, in the case of oral disclosures, summarized in writing within thirty (30) days of the initial disclosure and delivered to the recipient), or that due to the nature of the information the recipient would clearly understand it to be confidential information of the disclosing party; and (d) the specific terms and conditions of these Terms, and any amendment and attachment thereof, between the parties.
9.2 Confidentiality Obligation. Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by these Terms; and (ii) only use the other party’s Confidential Information to fulfill its obligations and exercise its rights under these Terms. Each party may share the other party’s Confidential Information with its, and its Affiliates’, employees, agents or contractors having a legitimate need to know (which, for ClearOPS, includes providing the Services and sharing with the subcontractors referenced herein) provided that the party remains responsible for any recipient’s compliance with the terms of this confidentiality section and that these recipients are bound to confidentiality obligations no less protective than these Terms.
9.3 Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.4 Remedies. The parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy. For any breach of this confidentiality section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
ALL CLEAROPS SERVICES, VIDEOS, DOCUMENTATION, AND SITES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER CLEAROPS NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CLEAROPS MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT CLEAROPS SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA OR CLEAROPS RESULTS (INCLUDING, WITHOUT LIMITATION, ANY MODEL OUTPUT) WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT CLEAROPS SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. CLEAROPS DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL. CLEAROPS WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER PROPERTIES, CUSTOMER DATA, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-CLEAROPS SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, OR THE USE AND DISCLOSURE OF CUSTOMER DATA AUTHORIZED BY THESE TERMS. THE DISCLAIMERS IN THIS SECTION 10 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
11.1 Customer agrees to defend, indemnify, and hold ClearOPS, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to, as applicable: (a) Customer’s access to and use of the Services; (b) violation of these Terms by Customer or its Authorized Users, as applicable; (c) infringement of any intellectual property or other right of any person or entity by Customer; (d) the nature and content of all Customer Data processed by the ClearOPS; or (e) any products or services purchased or obtained by Customer.
11.2 ClearOPS retains the exclusive right to settle, compromise and pay, without Customer’s prior consent, any and all claims or causes of action which are brought against us. ClearOPS reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify ClearOPS and Customer agrees to cooperate with our defense of these claims. Customer agrees not to settle any matter in which we are named as a defendant and/or for which Customer has indemnity obligations without our prior written consent. ClearOPS will use reasonable efforts to notify Customer of any such claim, action or proceeding upon becoming aware of it.
12.1 Disclaimer of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CLEAROPS OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF THESE DAMAGES.
12.2 Cap on Damages. CLEAROPS’S AND ITS SUPPLIERS’ TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CUSTOMER TO CLEAROPS FOR THE APPLICABLE CLEAROPS SERVICE OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, CLEAROPS’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50 US).
12.3 Exceptions. NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THESE TERMS, THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
12.4 Failure of Essential Purpose. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, ANY CLEAROPS SERVICE OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
ClearOPS may provide, or third parties may provide, links to other third-party websites, services, or resources that are beyond our control. ClearOPS is not responsible for these third-party products or content and just by linking does not mean we endorse them. ClearOPS makes no representations or warranties as to the quality, suitability, functionality, or legality of any third-party products or third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such. Always check the security of any service provider. Customer agrees that ClearOPS is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third-party products or third-party content.