Terms of Service

These Terms of Service ("Terms") govern access to and use of the Clariantix platform, website, and related services (collectively, the "Services") provided by Clariantix Inc. ("Clariantix," "we," "our," or "us"). By accessing the Services or executing an order form referencing these Terms, you agree to be bound by them on behalf of yourself and the organization you represent ("Customer").

Clariantix grants Customer a non-exclusive, non-transferable right to access the Services for its internal business purposes during the subscription term, subject to these Terms and the applicable order form. Customer is responsible for the actions of its end users.

The Services include machine-learning models that classify content, detect sensitive data, and surface risk signals. Customer acknowledges that AI outputs are probabilistic and may contain inaccuracies. The Services are designed to assist, not replace, qualified human judgement on security, compliance, and legal matters.

Clariantix does not warrant that the Services will detect every policy violation, every instance of sensitive data, or every malicious behaviour. Customer must maintain appropriate human review processes.

As between the parties, Customer retains all rights, title, and interest in Customer data. Customer grants Clariantix a limited license to process Customer data solely to provide and improve the Services. Clariantix will not use Customer prompt content to train foundation models.

Subscription fees, billing frequency, and term length are set out in the applicable order form or checkout. Subscriptions renew automatically for additional periods of equal length unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term, or unless Customer cancels through the self-service billing portal.

Merchant of Record. Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle provides all customer service inquiries related to billing and payments and handles returns and refunds. All payments, invoices, taxes, currency conversion, and refunds are processed and governed by Paddle's Checkout Buyer Terms and Refund Policy, in addition to our own Refund Policy.

Refund requests can be submitted through paddle.net or by contacting us at billing@clariantix.com.

You agree not to:

• Reverse engineer, decompile, or attempt to derive the source code of the Services.
• Resell, sublicense, or make the Services available to any third party except as expressly permitted.
• Use the Services to violate any applicable law, infringe intellectual property rights, or harm any individual.
• Submit malware, conduct denial-of-service attacks, or probe, scan, or test the vulnerability of the Services without prior written consent.
• Use the Services to build a competing product.

Clariantix and its licensors retain all rights, title, and interest in the Services, including all underlying technology, software, models, and documentation. No rights are granted except those expressly set out in these Terms.

Each party will protect the other's confidential information using at least the same standard of care it uses to protect its own confidential information (and no less than reasonable care). Confidential information may be used only to perform under these Terms and disclosed only to personnel and advisors with a need to know.

Clariantix warrants that the Services will materially conform to the documentation during an active subscription. Except as expressly set out in these Terms, the Services are provided "as is" and Clariantix disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunity. Each party's aggregate liability arising out of or related to these Terms will not exceed the fees paid or payable by Customer to Clariantix in the 12 months preceding the event giving rise to liability.

Each party will defend, indemnify, and hold the other harmless from third-party claims to the extent arising from its breach of these Terms, its violation of applicable law, or, in the case of Clariantix, third-party claims that the Services infringe such third party's intellectual property rights.

Either party may terminate these Terms for the other party's uncured material breach following 30 days' written notice. Upon termination, Customer's right to access the Services ceases and Clariantix may delete Customer data in accordance with its retention policy.

Each party will comply with all applicable laws, including data protection, anti-bribery, export-control, and sanctions laws. Clariantix maintains its security and privacy programs aligned with industry-recognized standards.

Clariantix may update the Services and these Terms from time to time. Material changes will be communicated through the platform or by email. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

These Terms are governed by the laws of the Province of Ontario, Canada, without regard to its conflict-of-laws principles. The courts located in Toronto, Ontario have exclusive jurisdiction over disputes, except that either party may seek injunctive relief in any court of competent jurisdiction.

Questions about these Terms? legal@clariantix.com