TERMS OF SERVICE

1. Eligibility and Authority

You must be at least 18 years old to use the Services.

If you are using the Services on behalf of an entity, you represent and warrant that you are authorized to accept these Terms on its behalf.

2. Description of the Services

The Services provide tools for analytics, metadata management, data lineage, AI-assisted insights, automation, and related functionality.

The Services may change over time. We may add, modify, suspend, or discontinue features at any time without liability.

3. Accounts and Security

You are responsible for:

• Maintaining the confidentiality of your login credentials
• All activity occurring under your account
• Ensuring that all authorized users comply with these Terms

You must notify us promptly of any unauthorized use or security breach related to your account.

4. Customer Data

4.1 Ownership

You retain all rights, title, and interest in data you submit to or connect with the Services ("Customer Data").

4.2 License to Process

You grant the Company a limited, non-exclusive, worldwide license to access, process, store, and transmit Customer Data solely to provide, maintain, secure, and improve the Services.

4.3 Responsibility

You are solely responsible for:

• The legality of Customer Data
• Obtaining all necessary permissions and consents
• Ensuring Customer Data does not violate any law or third-party rights

We do not monitor Customer Data for legality or accuracy.

5. AI-Assisted Features and Outputs

The Services may include features that generate automated or AI-assisted outputs, including insights, descriptions, summaries, recommendations, or analyses ("AI Outputs").

You acknowledge and agree that:

• AI Outputs may be inaccurate, incomplete, or outdated
• AI Outputs are informational only
• AI Outputs are not a substitute for professional judgment
• You are solely responsible for decisions made based on AI Outputs

The Services do not provide legal, financial, medical, regulatory, or compliance advice.

6. Acceptable Use

You agree not to misuse the Services. Prohibited conduct includes, but is not limited to:

• Violating any applicable law or regulation
• Infringing intellectual property or proprietary rights
• Reverse engineering, decompiling, or attempting to extract source code
• Circumventing security, access controls, or usage limits
• Interfering with or disrupting service availability
• Uploading malware or malicious code
• Using the Services or AI Outputs for unlawful, harmful, or deceptive purposes
• Attempting to access data belonging to other customers without authorization

We may suspend or terminate access immediately for violations of this section.

7. Fees and Payment

Fees, billing terms, and payment obligations are specified in your selected plan, order form, or written agreement.

Unless otherwise stated:

• Fees are non-refundable
• Taxes are your responsibility
• We may suspend access for non-payment

8. Confidentiality

Each party agrees to protect the other party's non-public, confidential information using reasonable safeguards and to use such information solely to fulfill obligations under these Terms.

9. Intellectual Property

The Services, software, documentation, and all related intellectual property are owned by the Company.

Except as expressly permitted, no rights are granted to you.

Any feedback you provide may be used by the Company without restriction or compensation.

10. Third-Party Services

The Services may integrate with or rely on third-party platforms, tools, or services.

We are not responsible for third-party services, including their availability, security, or content.

11. Data Processing Addendum

To the extent the Company processes personal data on your behalf, a Data Processing Addendum ("DPA") applies and is incorporated by reference.

The DPA is available at clearmetric.ai/dpa.

12. Suspension and Termination

We may suspend or terminate access to the Services:

• For violations of these Terms
• For security, legal, or operational reasons
• For non-payment
• Upon account inactivity

Upon termination, your right to use the Services ceases.

13. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR ACCURATE.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• THE COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES
• THE COMPANY'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM

15. Indemnification

You agree to indemnify and hold harmless the Company from claims arising out of:

• Your use of the Services
• Your Customer Data
• Your violation of these Terms or applicable law

16. Governing Law and Venue

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law principles.

Exclusive venue shall be the state or federal courts located in Texas.

17. Changes to the Terms

We may update these Terms from time to time.

Continued use of the Services after changes become effective constitutes acceptance.

18. Contact Information

Legal Contact:
support@clearmetric.ai