CLERK WEBSITE TERMS OF USE

Last updated: November 26, 2024

These website terms of use (“Terms of Use”) are entered into by and between you and Clerk, Inc. (“Clerk”, “we”, “us,” or “our”) and govern your access to and use of www.clerk.com and any other websites that link to these Terms of Use), and all services, materials, tools, and functionality provided by us in connection with our website (collectively, the “Website”). The term “you,” as used in this these Terms of Use, means any person or entity who accesses or uses the Website.

Please read these Terms of Use carefully before you use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use. If you do not accept these Terms of Use, please do not access or view the Website.

Please note that our products and services (including free trials), are governed by the separate Clerk Order Form and Standard Terms & Conditions (or any other agreement entered into by you and Clerk for provision of services), and not by these Website Terms of Use. The Clerk Order Form and Standard Terms & Conditions address how we provide our services, payment terms, and other terms related to our services.

1. CHANGES TO THE TERMS OF USE

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes.

2. ACCESSING THE WEBSITE

We reserve the right to terminate, alter, or amend the Website, any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period.

3. INTELLECTUAL PROPERTY RIGHTS

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Clerk, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property rights laws. All rights not specifically granted herein are reserved by Clerk.

These Terms of Use permit you to use the Website for your personal use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website except for your personal use. If we provide social media features, you may take such actions as are enabled by such features.

No right, title or interest in or to the Website or any content on the Website is transferred to you under any circumstances, and all rights not expressly granted are reserved by Clerk. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

4. TRADEMARKS

All trademarks, service marks, logos and trade names which appear on the Website, whether registered or not (including but not limited to: the word mark “Clerk” and the Clerk logo) (the “Marks”) are and remain the exclusive property of Clerk or its licensors (as applicable) and are protected by applicable intellectual property and trademark laws and treaties. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify any of the Marks in any way, including in advertising or publicity pertaining to distribution of materials on the Website, without Clerk’s prior consent, which shall be in Clerk’s sole discretion. The use of any of the Marks on any other website is prohibited without the express written consent of Clerk.

5. PROHIBITED USES

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- To send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms of Use.
  - To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
    - To impersonate or attempt to impersonate Clerk, a Clerk employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
    - To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Clerk or users of the Website or expose them to liability.
    - If you are a competitor, or for purposes of monitoring the Website’s availability, performance or functionality, or for any other benchmarking or competitive purposes.

Additionally, you agree not to:

Use the Website or any device, software or routine that in any manner that could disable, overburden, damage, or impair the proper working of the Website or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
- Modify copies of any materials from the Website.
  - Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
    - Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Website.
    - Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring, scraping, or copying any of the materials on the Website.
    - Introduce any viruses, Trojan horses, worms, logic bombs or other material that is malicious or technologically harmful.
    - Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
    - Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
    - Otherwise attempt to interfere with the proper working of the Website.

6. NO RELIANCE ON INFORMATION POSTED

To the extent permitted by applicable law: The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, timeliness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

While we may periodically update or correct information presented on this Website, and such information, or other information on this Website, may include typographical errors and/or technical inaccuracies and/or omissions. We make no representation or warranty as to the accuracy of any information on this Website and expressly disclaim any obligation to update such information. We also reserve the right to make additions, deletions or modifications to any information at any time and from time to time without any prior notice.

The Website may include content and/or materials provided by third parties. All statements and/or opinions expressed in such content and materials are solely the opinions and the responsibility of the person or entity providing such content or materials and do not necessarily reflect the opinion of Clerk. We are not responsible, or liable to you or any third party, for the content or accuracy of any content or materials provided by any third parties.

7. PRIVACY

Our Privacy Policy located at https://clerk.com/legal/privacy (“Privacy Policy”), describes our collection, use and disclosure of personal information in connection with the Website. Our Privacy Policy is expressly incorporated into these Terms of Use, and by using the Website you agree to the collection, use and disclosure practices in our Privacy Policy.

8. CLERK DEVELOPER DOCS

All guides and developer resources are located at https://clerk.com/docs (“Clerk Developer Content”). Subject to these Terms, Clerk grants you a revocable, non-exclusive, non-transferable, limited right to use the Clerk Developer Content as made available by Clerk to you via the Website. Clerk Developer Content means any articles, white papers, documentation, publications, resources, and sample code made available by Clerk through the Website. Except pursuant to a Clerk Order Form and Standard Terms and Conditions, Clerk makes no representations or warranties regarding use of Developer Content on the Website.

Subject to these Terms, Clerk grants to you a revocable, non-exclusive, limited right (without the right to authorize any third party) to incorporate Clerk Developer Content that constitutes sample code or derivative works of sample code (“Sample Code”) and Developer Content that constitutes software development kits (“SDKs”), into your products or services, solely in accordance with any applicable documentation, and solely in connection with your development activities on the Clerk platform. Clerk makes no representations or warranties regarding use of Sample Code or SDKs.

Clerk may make available open source projects in Clerk Developer Content or on or through third-party software repository hosting services (e.g., Github). Any open source code available in connection with any such open source project (“Open Source Content”) may be the proprietary work of a third party and may be subject to additional terms, conditions, and policies. Any use of Open Source Content is governed by the applicable open source license (including the terms of the license, if any, that accompanies the applicable project). Clerk makes no representations or warranties regarding any Open Source Content.

Our Website may contain links to websites that are owned and controlled by third parties that are not within Clerk’s control, which are for your convenience only. The sites you can link to have their own separate terms and conditions and privacy policies, which we encourage you to review prior to using such sites. We are not responsible and cannot be held liable for the content and activities of these sites. You therefore visit/access these sites entirely at your own risk.

The Website may include features that operate in conjunction with certain third party social networking websites that you visit such as Facebook, Instagram, YouTube, and others (“Social Network Features”). While your use of the Social Network Features is governed by these Terms, your access and use of third party social networking sites is governed by the terms of each such third party site. You are responsible for ensuring that your use of those sites complies with any applicable terms of service or other agreements.

10. DISCLAIMER OF WARRANTIES

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OBTAINED THROUGH OR IN CONNECTION WITH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NEITHER CLERK NOR ANY PERSON ASSOCIATED WITH CLERK MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER CLERK NOR ANYONE ASSOCIATED WITH CLERK REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OBTAINED THROUGH OR IN CONNECTION WITH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OBTAINED THROUGH OR IN CONNECTION WITH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. WE ARE NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS. WHILE WE ATTEMPT TO MAKE YOUR ACCESS AND USE OF THE WEBSITE SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR WEBSITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

IN THE EVENT OF ANY PROBLEM WITH THE WEBSITE OR ITS CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE ACCESSING AND USING THE WEBSITE AND THE CONTENT.

11. LIMITATION ON LIABILITY

IN NO EVENT WILL CLERK, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OBTAINED THROUGH OR IN CONNECTION WITH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

12. INDEMNIFICATION

You agree to indemnify, defend, and hold Clerk (and its affiliated companies, contractors, employees, directors, officers, licensors, and agents) harmless from any and all claims, suits, actions, losses, costs, damages, and any other liabilities, including attorneys’ fees, brought by a third party arising out of or related to (i) your use or misuse of the Website; (ii) any violation of applicable law or the rights of any other person or entity by you; or (iii) any breach or violation by you of these Terms of Use.

13. INTERNATIONAL USERS

We operate the Website from the United States of America. If you choose to access the Website from outside of the United States, you are responsible for complying with applicable local laws. Please refer to our Privacy Policy for information regarding collection of personal data.

14. SEVERABILITY; WAIVER

If any provision of these Terms of Use are held unlawful, void, or for any reason unenforceable, then that provision is deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions. A provision of these Terms of Use may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms of Use will in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of these Terms of Use is not construed as a continuing waiver of other breaches of the same or other provisions of these Terms of Use.

15. GOVERNING LAW

These Terms of Use are governed by the laws of the State of California without giving effect to any principles of conflict of law.

16. YOUR COMMENTS AND CONCERNS

All feedback, comments, requests for technical support and other communications relating to the Website should be directed to support@clerk.com.