Clerk Standard Terms and Conditions

CLERK STANDARD TERMS AND CONDITIONS

Last updated: July 2, 2026

These Terms and Conditions are entered into between Clerk, Inc. ("Company") and you ("Customer") and will govern your use of the various software products available at www.clerk.com⁠ (the "Service"). By agreeing to these Terms and Conditions, you further agree to the Company's Data Processing Addendum⁠ and Privacy Policy⁠, both of which are incorporated herein by reference. These Terms and Conditions, the Privacy Policy, the Data Processing Addendum and any subscription agreement or order form separately entered into with the Company by Customer (each, an "Order Form") are collectively defined as the "Agreement".

SECTION 10 CONTAINS A BINDING ARBITRATION AND CLASS ACTION WAIVER CLAUSE FOR U.S. BASED CUSTOMERS.

1. SERVICES AND SUPPORT

Company shall make the Service available to Customer pursuant to the Agreement (and if applicable, a supplemental subscription agreement or Order Form) during the Term, and subject to payment in full for the Service grants to Customer a limited, non-sublicensable, non-exclusive, non-transferable (except as expressly permitted in this Agreement) and revocable right during the Term to allow its Authorized Users to access and use the Service in accordance with the Documentation, solely for Customer's internal business purposes. Customer agrees that its purchase of the Service is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written statements issued by Company with respect to planned future functionality or features. The Company may amend the Agreement from time to time due to changes to the Service, to account for developments under the law, or for any other reason. When material modifications are made, the Company may (and where required by law, will) send an email to you at the last email address you provided to us pursuant to the Agreement to provide an updated copy of the Agreement. The Company may require you to provide affirmative acknowledgement to the updated Agreement in a specified manner before further use of the Service is permitted. Unless required sooner by law, updated terms shall apply to you 30 days from the date of the updated Standard Terms and Conditions. If you do not agree to any change(s) that are not required by law after receiving a notice of such change(s), you shall notify the Company and close your account prior to the effective date of the change. Otherwise, your continued use of the Service constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE COMPANY'S WEBSITE TO VIEW THE THEN-CURRENT STANDARD TERMS AND CONDITIONS.

2. CUSTOMER RESTRICTIONS AND RESPONSIBILITIES

The Service may only be accessed by employees or representatives of Customer and the authorized end users of customers of the Customer (collectively, the "Authorized Users") who (i) have been properly issued a valid password and username ("Credentials"), and (ii) have agreed to abide by the terms and conditions of this Agreement. Customer shall be solely responsible for: (a) issuing, managing, and deleting Credentials, (b) verifying the identity of each Authorized User, (c) validating use of Credentials by each Authorized User, and (d) monitoring Authorized User access to the Service to ensure that only Authorized Users that are permitted to access and use the Service do so. Customer shall assume all responsibility and liability with respect to access and use of the Service by Authorized Users, including ensuring that Authorized Users comply with all of the obligations and restrictions set forth in this Agreement.

Customer will not, directly or indirectly: (i) reverse engineer, decode, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, trade secrets, know-how or algorithms relevant to the Service or any software (including documentation and data provided with such software) related to the Service; (ii) copy, in whole or in part, the Service or any component thereof; (iii) modify, enhance, translate, combine with other programs, or create derivative works based on the Service; (iv) sublicense, sell, rent, lease, transfer, distribute, or use the Service or any software for timesharing or service bureau purposes or otherwise for the benefit of a third party except its own customers and its end users; (v) remove any proprietary notices or labels, or (vi) or permit anyone else to directly or indirectly engage in any of the activities described in (i)-(v) above. All limitations and restrictions on use of the Service in the Agreement will also apply to any software or documentation that is a part of or provided through the Service.

Customer hereby represents, covenants, and warrants that Customer will use the Service only in compliance with the Agreement, Company's standard published policies then in effect and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company and its officers, directors, employees, and agents against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of the Service or breach of the Agreement (except to the extent such claims directly arise from Company's breach of the Agreement), even if Company has been advised of the possibility of such damage. Although Company has no obligation to monitor Customer's use of the Service, Company may do so and may prohibit any use of the Service it believes may be (or alleged to be) in violation of the foregoing or if Customer fails to make payment of any fees due to the Company for the Service when due.

As between Customer and Company, Customer is solely responsible for the accuracy, completeness, validity, authorization for use (including transmission) and integrity of all Customer Data, regardless of form or format. "Customer Data" is the non-public data provided by Customer to Company to enable the provision of the Service, and includes information of Customer's end users. Customer acknowledges and agrees that (i) Customer will be required to provide certain Customer Data to the Service to enable its operation, and (ii) the Service is designed to act on direction given to it by the Customer, and that Customer is solely responsible for such direction and the results thereof.

Customer shall not send or store in the Service any personal health information, or other sensitive data that may be subject to the Health Insurance Portability and Accountability Act ("HIPAA") without agreeing to Company's Subcontractor Business Associate Agreement. Customer may not send or store any credit card data or personal financial data in the Service.

Customer and Authorized Users shall not intentionally insert any Malicious Code into any data that is inputted, transmitted, uploaded and/or otherwise transferred to the Service. "Malicious Code" means computer software, code or instructions that are designed to: (i) adversely affect the operation, security or integrity of a computing, telecommunications or other digital operating or processing system or environment, including other programs, data, databases, computer libraries and computer and communications equipment, by altering, destroying, disrupting or inhibiting such operation, security or integrity; (ii) permit unauthorized access to any computer, network or system; or (iii) without authorization collect and/or transmit to other parties any information or data; including such software, code or instructions commonly known as viruses, Trojans, logic bombs, worms and spyware.

Customer represents and warrants that it is not named on any government list of prohibited or restricted parties, maintained by the United States, the European Union, or any other relevant jurisdiction, nor is it owned or controlled by or acting on behalf of any such parties. Customer agrees that it will not access or use the Service or Documentation in any manner that would cause any party to violate any U.S. or international embargoes, economic sanctions, or export controls laws or regulations. Customer agrees not to export, re-export, or transfer, directly or indirectly, any software, technology or information forming a part of the Service or the Documentation in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction.

3. OWNERSHIP

Customer shall own all right, title and interest in and to the Customer Data. Customer hereby grants to Company and its relevant service providers a limited, nonexclusive, perpetual, irrevocable, royalty-free, right and license, to access, store, reproduce, display, handle, perform, transmit, test, modify, process, combine with other data, and otherwise use Customer Data (i) as necessary for performance of Company's obligations and exercise of Company's rights under this Agreement; (ii) as required by applicable law; and (iii) to create data in de-identified and aggregated form ("Aggregated Data"). Customer hereby grants to Company a limited, nonexclusive, perpetual, irrevocable royalty-free, right and license, during and after the Term, to access, store, reproduce, display, handle, perform, transmit, test, modify, process, combine with other data, disclose, and otherwise use Aggregated Data for or in connection with improvements or derivative works to the Service, service and product development, research and marketing. Customer agrees that Company shall own all right, title, and interest in all Aggregated Data and in such improvements and derivative works.

The Service may include certain features or functionality that generate, analyze, recommend, or take actions using machine learning, artificial intelligence, or similar techniques (collectively, the "AI Features"). The AI Features may combine algorithms and/or models (i) developed internally by Company and (ii) supplied by third-party providers ("AI Third-Party Providers"). Customer Data will not be used to train third-party foundation models. Company and its licensors retain all ownership rights in and to the AI Features, including all algorithms and models. As between Customer and Company, and to the extent permitted by law, Customer (a) retains ownership of any prompt, data, text, content, or other materials submitted or provided to the AI Features by Customer or its Authorized Users (collectively, "Inputs"), and (b) owns all data, text, or content generated by or returned from the AI Features in response to the Inputs (collectively, "Outputs"). Company hereby assigns to Customer any rights it may have in such Outputs. This assignment does not transfer any rights in the underlying AI Features or models.

Customer is solely responsible for its Inputs and Outputs and for ensuring that reliance and use of the AI Features, including any Inputs or Outputs, complies with the terms of this Agreement, and all applicable laws, including avoiding Inputs that are illegal, infringing, deceptive or that could create reasonable foreseeable harm. Customer acknowledges that (i) Output may be inaccurate, unreliable, misleading, incomplete or inappropriate for Customer's particular context and Customer is solely responsible for independently reviewing and evaluating using human judgment and oversight any Output before use, reliance or dissemination; and (ii) due to the nature of artificial intelligence, Outputs may not be unique across users, and identical or similar content may be generated for third parties.

Company provides AI Features designed to present only minimal or limited risk, including in accordance with Regulation (EU) 2024/1689 (the "EU AI Act"). The AI Features serve the limited intended purposes described in the Documentation and are not general-purpose or high-risk AI systems under the EU AI Act. Company implements technical and organizational safeguards before deploying any AI Features and may publish usage instructions in the Documentation. When relying on an AI Third-Party Provider, the safety controls of that provider also apply.

Company shall own and retain all right, title and interest in and to (a) the Service, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed by the Company in connection with Service or support, and (c) all intellectual property rights related to any of the foregoing. Subject to Customer's continued compliance with the terms and conditions of this Agreement, Company hereby grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable license, during the Term, to access and use the Service and provide Authorized Users with access and use of the Service. Nothing contained herein shall be construed as granting Customer any rights in or to the Service, other than the right to use the Service as expressly stated herein.

The parties acknowledge and agree that Company may solicit and Customer may provide to Company suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Service (the "Feedback"). Customer hereby grants to Company a nonexclusive, perpetual, irrevocable, royalty-free, right and license to disclose, use and incorporate the Feedback in connection with the development and distribution of the Services and related products and services. Feedback shall not be considered Confidential Information.

4. CONFIDENTIALITY AND DATA SECURITY

Each party agrees to protect the Confidential Information (as defined below) in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event using less than a reasonable standard of care. A party shall not disclose or use any Confidential Information for any purpose outside the scope of this Agreement, without the disclosing party's prior written permission. A party may disclose the other party's Confidential Information to its employees, contractors, agents, and affiliates, that have entered into agreements containing disclosure and use provisions substantially similar to those set forth herein and have a "need to know" in order to carry out the purpose of this Agreement. "Confidential Information" means (a) Customer Data; (b) the Service, Documentation, and the terms and conditions of the Agreement and all Order Forms, including pricing; and (c) each party's technical and business information (including but not limited to hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business and marketing plans or opportunities, finances, vendors, penetration test results, Audit Reports (as defined below) and other security information, defect and support information and metrics, and third party audit reports and attestations) that is designated by the disclosing party as confidential or the receiving party should reasonably know is confidential given the nature of the information and circumstances of disclosure.

Confidential Information shall not include any information which (a) is or becomes generally known to the public, other than a result of the act or omission of the receiving party; (b) is rightfully known to a party prior to its disclosure by the other party without breach of any obligation owed to the other party; (c) is lawfully received from a third party without breach of any obligation owed to the other party: or (d) was independently developed by a party without breach of any obligation owed to the other party.

If a party is compelled by law to disclose Confidential Information of the other party, it shall provide prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure.

Due to the unique nature of the parties' Confidential Information disclosed hereunder, there may be no adequate remedy at law for a party's breach of its obligations hereunder, and any such breach may result in irreparable harm to the non-breaching party. Therefore, upon any such breach or threat thereof, the party alleging breach shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Confidential Information is and shall remain the property of the disclosing party.

Company shall maintain appropriate administrative, physical, and technical safeguards to protect the security of the Service and the Customer Data. Upon Customer's request, Company shall provide Customer with a copy of Company's then-current Service Organization Control 2 (SOC 2) audit report or other similar independent third-party annual audit report ("Audit Report").

As a condition to Customer's right to use and to permit its Authorized Users to use the Service, Customer shall establish security systems which, at a minimum, shall include mechanisms to (i) detect and terminate the unauthorized use of or access to the Service, (ii) safeguard the integrity and validity of the Credentials, and (iii) prevent unauthorized access to and protect all electronically stored, processed or transmitted information. Customer shall immediately inform Company of any unauthorized use of the Service or breach of this Agreement by any of its Authorized Users and inform Company of the steps being taken to terminate such unauthorized use or breach.

5. PAYMENT FOR USE OF THE SERVICE

In consideration for Customer's access to and use of the Service, Customer will pay to Clerk the then-current subscription fees and usage fees as set forth in the "Plan" section of Customer's account within the Service, unless otherwise set forth in an applicable Order Form (including any fees associated with additional usage of the Service, collectively, the "Fees").

Customer's continued access to the Service is contingent upon Customer's prompt payment of all Fees charged to Customer. Subscription Fees may be billed on a recurring monthly or annual basis depending upon the manner in which Customer elects to pay for access and use of the Service. Usage Fees will be billed on a monthly basis depending on the nature of Customer's use of the Service. Customer agrees to pay Company the then applicable Fees based on Customer's billing election, and usage patterns. In the event of a temporary suspension of Customer's access to the Service in accordance with the Agreement, applicable Fees will continue to accrue.

Company reserves the right to change the Fees or applicable usage charges and to institute new usage charges and Fees. When material modifications to the Fees charged to Customer are made by Company, the Company may (and where required by law, will) send an email to you at the last email address you provided to us pursuant to the Agreement to provide an updated Fee schedule. Updated Fee amounts shall apply to you no sooner than 30 days from the date the Company has notified you of the proposed changes. If you do not agree to any Fee changes after receiving a notice of such changes, you shall notify the Company and close your account prior to the effective date of the changes. Otherwise, your continued use of the Service constitutes your acceptance of any changes to the Fee schedule governing your continued access to and use of the Service. Except as otherwise required by applicable law, paid Fees are non-refundable.

A valid payment method, including credit card, is required to process the payment for any Fees to be charged to Customer, unless otherwise set forth in an applicable Order Form. If required based on Customer's subscription plan, Customer shall provide Company with accurate and complete billing information upon Customer's initial access to the Service. By submitting such billing information, Customer automatically authorizes Company to charge all Fees incurred as a result of Customer's use of the Service to the indicated payment method. Should Customer's automatic payment of applicable Fees fail for any reason, Company will reattempt to charge the applicable payment method or may issue an electronic invoice to Customer, requesting manual payment before a date specified in such invoice to avoid termination of Service. If Customer fails to pay any amounts due under this Agreement by the applicable due date, in addition to any other rights or remedies it may have under this Agreement or by matter of law, (i) Company reserves the right to suspend Customer's access to the Service upon ten (10) days written notice, until such amounts are paid in full, and (ii) Company will have the right to charge interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law until Customer pays the total amount of all Fees due; provided that Company will not exercise its right to charge interest if the applicable charges are under reasonable and good faith dispute and Customer is cooperating diligently to resolve the issue.

Fees are exclusive of any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its access to the Service (excluding taxes based on Company's net income or property) and any related penalties and interest, unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. To the extent that Clerk charges any of the aforementioned Taxes, these Taxes are calculated using the tax rates that apply based on the billing address provided by the Customer. Such amounts are in addition to the Fees and will be billed to the Customer's authorized payment method.

6. FREE TRIALS

If Customer uses a Free Trial (as defined below), then the applicable provisions of this Agreement will govern that Free Trial, and Company will make access to the Service available to Customer pursuant to Free Trial on a trial basis, free of charge, until the earlier of (a) the end of the free trial period applicable to such Free Trial (as the duration of such period may be extended with the mutual agreement of Company and Customer); (b) the date upon which Customer elects to pay for the Service and to terminate the Free Trial; or (c) the date upon which the Company elects to terminate the Free Trial which can be done at any time in the Company's sole discretion. Use of the Service pursuant to a Free Trial is subject to a usage cap that cannot be exceeded without becoming a paid Customer.

Registration for a Free Trial may require Customer to enter billing information, but billing will not commence until the Free Trial has expired. On the last day of the Free Trial period, unless Customer affirmatively terminates its access to the Service, Customer will automatically be charged the applicable Fees for Customer's continued usage of the Service.

Notwithstanding anything to the contrary in this Agreement, a Free Trial is provided by Company "AS IS" AND "AS AVAILABLE." COMPANY MAKES NO REPRESENTATION OR WARRANTY AND SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO A FREE TRIAL. COMPANY SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO A FREE TRIAL, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF A FREE TRIAL IS ONE HUNDRED DOLLARS ($100.00). CUSTOMER SHALL NOT USE THE FREE TRIAL IN A MANNER THAT VIOLATES APPLICABLE LAWS AND WILL BE FULLY LIABLE FOR ANY DAMAGES CAUSED BY ITS USE OF A FREE TRIAL. ANY DATA AND CONFIGURATIONS ENTERED INTO CUSTOMER'S FREE TRIAL ACCOUNT MAY BE PERMANENTLY LOST UPON TERMINATION OF THE FREE TRIAL. Company reserves the right to modify or cancel any Free Trial offer at any time and without notice.

"Free Trial" means any Company service or functionality that Company makes available to Customer on a trial basis, at no additional charge, and which is clearly designated as a "free trial," "evaluation" or similar designation.

7. TERM AND TERMINATION

This Agreement will govern Customer's use of the Service for so long as Customer continues to use the Service and until Customer has affirmatively elected to cancel its continued access to the Service. Customer's access to the Service will continue following a notice of cancellation until the expiration of Customer's current subscription term.

In addition to any other remedies it may have, either party may terminate this Agreement (a) upon notice to the other party, if the other party materially breaches any of the terms or conditions of this Agreement and such breach, if capable of being cured remains uncured as of the 30th day following such party's receipt of notice of breach, and if incapable of being cured, immediately upon receipt of such notice, or (b) upon delivery of written notice to the party, if the other party (i) becomes bankrupt or has a receiving order or administration order made against it or makes any composition or arrangement with or for the benefit of its creditors or purports to do so, or (ii) passes a resolution or a court makes an order that the other party be wound up, a receiver or an administrator on behalf of a creditor is appointed in respect of the business of the other party or any part or parts thereof, or circumstances arise which entitle a court or a creditor to appoint a receiver or administrator or which entitle a court to make a winding-up order. Customer will pay in full for the Service up to and including the last day during which the Service was provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

Company may suspend Customer's access to the Service: (a) if Company considers it necessary to prevent or terminate any actual or suspected use of the Service in violation of this Agreement or applicable laws, rules or regulations applicable to Company or Customer; or (b) upon notice to Customer if (i) Customer commits a material breach of this Agreement, (ii) Company reasonably determines that Customer's use of the Service is in excess of the applicable Fees paid for by Customer, or (iii) if there is a threat to the security and integrity of the hosted environment for the Service. Suspension of access to the Service will be without prejudice to any rights or liabilities accruing before or during the suspension, including Customer's obligation to pay Fees.

8. WARRANTIES AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Service in a manner which minimizes errors and interruptions in the Service and shall perform the Service in a professional and workmanlike manner. Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. Company represents and warrants that the Service will be provided and perform in all material respects in accordance with the functions and features described in the then current Documentation and as otherwise required under the applicable Order Form. "Documentation" means Company's published online user guides and manuals relating to the Service available at https://clerk.com/docs⁠ including online help, as updated and amended from time to time. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

Company shall not be liable to Customer with respect to any subject matter of this Agreement or terms and conditions related thereto for any indirect, exemplary, incidental, punitive, special or consequential damages; or for any loss of profits, data, revenue, business, or goodwill arising out of or in connection with this Agreement or the provision of the Service, whether such liability arises from any claim based on contract, tort (including negligence), warranty, strict liability or other theory, whether or not Company has been advised of the possibility of such damages.

In no event will the Company be liable for aggregate damages in excess of the Fees paid or payable by Customer to Company for the Service under this Agreement in the 12 months prior to the act that gave rise to the liability, regardless of the legal theory on which the claim or liability is based. (this Section 9, collectively, the "Limitation of Liability").

Some states do not allow the exclusion or limitation of punitive, incidental, or consequential damages. As a result, the exclusion or limitation of punitive, incidental, or consequential damages set forth in the immediately preceding paragraphs may not apply to Customer.

Notwithstanding anything to the contrary in this Agreement, Clerk shall have no obligation to defend, indemnify, or hold harmless Customer or any other party with respect to any claim, demand, investigation, action, or proceeding arising out of or relating to: (a) Customer's products or services; (b) Customer's pricing, billing, invoicing, subscription, renewal, cancellation, refund, or chargeback practices; (c) the collection, reporting, calculation, or remittance of any taxes, duties, levies, or other governmental assessments associated with Customer's products or services; (d) Customer's compliance or alleged non-compliance with consumer protection, data privacy, payments, financial services, tax, advertising, marketing, subscription, automatic renewal, or similar laws and regulations; or (e) any dispute between Customer and its customers, end users, or payment card holders arising from transactions conducted through Customer's products or services, regardless of whether such transactions are facilitated through Clerk Billing or any third-party payment processor.

10. BINDING ARBITRATION FOR U.S. BASED CUSTOMERS

If Customer is based in the United States, Customer and Company agree to attempt to resolve disputes informally for at least 60 days following one party sending to the other a notice of dispute with complete information regarding such dispute.

If the parties fail to reach a mutually satisfactory resolution to any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope of applicability of this agreement to arbitrate, shall be determined by arbitration in San Francisco, California, before a single arbitrator. If the dispute, claim, or controversy exceeds $250,000, the arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the "Rules"), and if not, the arbitration shall be administered by JAMS pursuant to the Rules in accordance with the Expedited Procedures or similar process set forth in the Rules. Judgement on the award may be entered in any court having jurisdiction. This Section 10 shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.

CUSTOMER AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with claims of Customer or Company and may not otherwise preside over any form of a representative or class proceeding.

11. THIRD PARTY APPLICATIONS

As part of the Service and described in the Documentation, Company may provide or integrate certain third-party software and third-party applications in or as part of the Service ("Third-Party Resources"). Customer acknowledges that in such instances, Company is not the developer or owner of such Third-Party Resources. Customer agrees that Company does not warrant and is not responsible for any defects or defaults in the Third-Party Resources or networks. Customer's sole and exclusive rights and remedies with respect to any Third-Party Resources shall be against the provider of the Third-Party Resource and not against Company. Company shall provide Customer with reasonable cooperation and use reasonable efforts to work with provider of Third-Party Resources to remedy any defect or failure on Customer's behalf, but shall not otherwise be responsible for any liabilities. Customer further acknowledges and agrees that its use of the Third-Party Resources shall be subject to any applicable licensing terms or standard warranties displayed on, embedded in, or provided with the Third-Party Resources (e.g., a click-wrap/browse-wrap or other such terms or standard terms and conditions) and relevant privacy policy.

12. BILLING SERVICES; MERCHANT OF RECORD

If Customer elects to purchase subscriptions or other paid offerings through the Service using Clerk Billing, payment processing services are provided by Stripe or any other payment processor and are subject to the applicable Stripe or applicable payment processor terms and conditions. Customer acknowledges that Customer, and not Clerk, is the merchant of record for all transactions processed through the Service. Customer is solely responsible for pricing, billing practices, refunds, customer support relating to purchases, and compliance with applicable tax, VAT, sales tax, and other financial or regulatory obligations associated with the sale of its products and services. Clerk Billing is provided solely as a technology platform to facilitate subscription management and payment collection and does not assume any responsibility or liability as a merchant of record, payment processor, tax collection agent, or reseller of Customer's products or services.

Customer acknowledges that it is solely responsible for: (a) establishing and communicating pricing, fees, subscription terms, and refund policies; (b) providing customer support relating to purchases, subscriptions, renewals, cancellations, refunds, and chargebacks; (c) collecting, remitting, and reporting any applicable sales, use, value-added, goods and services, withholding, or similar taxes; (d) complying with all applicable laws, regulations, and industry requirements relating to the marketing, sale, and provision of Customer's products and services; and (e) resolving any disputes arising from transactions conducted through the Services.

To the fullest extent permitted by law, Clerk shall have no liability arising from or relating to Customer's products or services, transaction disputes, payment disputes, refunds, chargebacks, tax obligations, regulatory compliance obligations, consumer protection claims, or any acts or omissions of Customer in connection with the sale or provision of its products or services. Customer's sole recourse with respect to any such matters shall be against Stripe or any other payment processor and not against Clerk.

Customer shall defend, indemnify, and hold harmless Clerk, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Customer's products or services; (ii) Customer's pricing, billing, refund, cancellation, or subscription practices; (iii) Customer's failure to comply with applicable tax, consumer protection, payments, privacy, marketing, or other applicable laws; or (iv) any dispute between Customer and its customers relating to transactions processed through the Services.

13. MISCELLANEOUS

Customer agrees that Company may refer to Customer by name, logo and trademark in Company's marketing materials and website. Customer acknowledges and agrees that Company by doing so, does not certify or endorse, and has no obligation to certify or endorse, any of Customer's products, services, or content.

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

If the performance of this Agreement or any obligation hereunder (except for the obligations of payment) is prevented or restricted by reasons beyond the reasonable control of a party, including but not limited to computer related attacks, hacking, or acts of terrorism ("Force Majeure"), the party so affected shall be excused from such performance and liability to the extent of such prevention or restriction.

Customer may not assign its rights or delegate any obligations hereunder without the express prior written consent of Company. Any assignment by Customer without the prior written consent of Company shall be null and void. Company may assign its rights or obligations hereunder without notice or consent; provided, however, that the Service shall continue to operate as specified in this Agreement. This Agreement shall inure to the benefit of each party's permitted successors and assigns.

This Agreement benefits solely the parties and their respective permitted successors and permitted assigns. No third party is intended to be a beneficiary of this Agreement entitled to enforce its terms directly.

This Agreement, together with all Order Forms, the Privacy Policy, and the Data Processing Addendum, is the complete and exclusive statement of the mutual understanding and agreement of the parties regarding the subject matter of this Agreement and supersedes and cancels all previous and contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. Except with respect to Order Forms, this Agreement prevails over any terms or conditions contained in any other documentation, and expressly exclude any other document issued by Company in connection with Customer's use of and access to the Service (including Company's responses to Customer's requests for quotes, information, and proposals, and Customer's quotes, order acknowledgements, and invoices).

The waiver by either party of a breach or a default of any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party.

No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever.

All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

This Agreement, and its construction and interpretation and all obligations arising in connection with this Agreement, shall be governed by the substantive laws of the State of Delaware without regard to its conflict of laws provisions. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties hereby submit to the jurisdiction and venue of the state and federal courts located in Kent County, Delaware for all actions related to this Agreement, and both parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection, which they may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Customer may not bring any suit or action against Company for any reason whatsoever more than one (1) year after the cause of action accrued.

All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties or otherwise.