Terms of Service

These ClawHerd Terms of Service (this “Agreement”) are entered into by ClawHerd Inc., a Delaware corporation (“we”, “our”, or “us”) and the entity or individual executing this Agreement (“you”). This Agreement governs your use of the ClawHerd platform at app.clawherd.com, the ClawHerd API, and the website clawherd.com (together, the “Services”). For purposes of this Agreement, “you” means you as the user of the Services.

Our Services are a business tool. You must only use our Services exclusively for purposes relating to your trade, business, craft, or profession.

In consideration of the parties’ respective rights and obligations that are described in this Agreement, the parties agree as follows:

1. Accepting the Terms

BY CLICKING THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT.

Please read this Agreement carefully. If you do not agree to these terms and conditions, do not use the Services.

Your access to and use of our Services is also subject to our Privacy Policy, the terms of which can be found directly on our website clawherd.com and are incorporated herein by reference. By using the Services, you consent to the terms of the Privacy Policy.

2. Changes to the Terms

We may at our sole discretion change, add, modify, or delete portions of this Agreement from time to time. You should review the terms regularly. We will post notice of modifications to these terms at clawherd.com. Changes will not apply retroactively and will become effective no sooner than 14 days after they are posted. If you do not agree to the modified terms for the Services, you should discontinue your use of the Services. No amendment to or modification of this Agreement will be binding unless (i) you accept updated terms online, or (ii) you continue to use the Services after we have posted updates to the Agreement or to any policy governing the Services.

3. Account Registration, Password, and Security

When you are accessing or using the Services on behalf of a business or entity, then (a) “you” and “your” includes you and that business or entity, (b) you represent and warrant that you are an authorized representative of the business or entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf, and (c) your business or entity is legally and financially responsible for your access or use of the Services as well as for the access or use of your account by others affiliated with your entity, including any employees, agents, or contractors.

To register for the Services, you must complete the registration process by providing us with current, complete, and accurate information, including your email address (username) and password. You may only use the Services if you are over the age of 16 and otherwise able to understand and agree to this Agreement. It is important that you maintain and promptly update your information to keep it up to date and complete. All information you provide to register with the Services or otherwise is governed by our Privacy Policy.

You are responsible for maintaining the confidentiality of your username and password. You are solely responsible for all activities that occur under your account. If you know or suspect of any unauthorized access to or use of your account or any other breach of security, please notify us immediately by sending an email to support@clawherd.com.

We reserve the right to disable your account at any time, including if you have failed to comply with any of the provisions of this Agreement, or if activities occur on your account which, in our sole discretion, would or might cause damage to or impair the Services or infringe or violate any third-party rights, or violate any applicable laws or regulations.

4. Intellectual Property Ownership

All the content, software, tools, text, images, logos, marks, photographs, data, audio, video, design, codes, layout, “look and feel”, other content that is included on the Services, and all intellectual property rights related thereto (“Our Content”), are either owned or licensed by us. Use of Our Content or materials on the Services for any purpose not expressly permitted by this Agreement is strictly prohibited. Our Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent. We and our licensors reserve all rights not expressly granted in and to their content.

5. Nonexclusive License

Subject to the terms and conditions of this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and Our Content and to use, reproduce, distribute, transmit, publicly display, and publicly perform the ClawHerd API output.

The terms of this license will govern any upgrades provided by us that replace or supplement the original Services unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

You will not (and you will not allow any third party to):

• copy, modify, adapt, translate, or otherwise create derivative works of the ClawHerd software or documentation;
• reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the ClawHerd software;
• rent, lease, sell, assign, or otherwise transfer rights in or to the ClawHerd software, the documentation, or the Services;
• remove any proprietary notices or labels on the ClawHerd software or placed by the Services; or
• use, post, transmit, or introduce any device, software, or routine which interferes or attempts to interfere with the operation of the Services or the ClawHerd software.

You will comply with all applicable laws and regulations in your use of and access to the ClawHerd software, documentation, and Services.

6. Support

We will make the Services output available to you electronically via the API. We will make available our web-based and email-based support services, which provide you with access to our knowledgebase archive to assist in troubleshooting and answering questions of a general nature regarding the API. You are responsible for providing all support and/or technical assistance to your end users regarding the use of your Service (including any issues related to the API). We will not provide support and/or technical assistance directly to your end users, if applicable.

7. Restrictions

You must use the Services in compliance with all applicable laws. You must comply with applicable third-party terms of agreement when using the Services. We reserve the right, at any time and without prior notice, to remove or disable access to content at our discretion for any reason or no reason. All rights not expressly granted herein are exclusively reserved to us.

When using the Services, you may not:

• modify, adapt, copy, translate, create derivative works from, publish, license, sell, or otherwise commercialize the Services, Our Content, or any information or software associated with the Services;
• decompile, reverse-engineer, disassemble, or otherwise attempt to derive source code from the Services;
• remove, obscure, or alter our copyright notice, trademarks, or other proprietary rights notices affixed to the Services or Our Content;
• rent, lease, sublicense, or otherwise transfer rights to the Services;
• use the Services in any manner that could impair or interfere with the proper working of the Services;
• interfere or attempt to interfere with the operation of the Services in any way through any means, software, routine, or device including, but not limited to, spamming, hacking, uploading computer viruses or time bombs, or other means;
• use any robot, spider, other automatic device, or manual process to monitor or copy the Services or content contained thereon or for any other purpose without our prior express written permission; or
• be harmful to the Services or any end user’s or other third party’s systems and networks, including any transmissions which may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information.

8. Artificial Intelligence

You acknowledge and agree that we use third-party artificial intelligence services in our business and Services. We have received contractual assurances from our AI providers that they do not use any ClawHerd output for training their own models. However, we may use ClawHerd output to help develop and improve our Services and fine-tune our own models, which are owned by us.

Artificial intelligence is rapidly evolving, and for the sake of clarity, the foregoing does not govern situations when your information is on the public space (e.g., social media or internet) or when you voluntarily use certain third-party AI services. Third-party AI services may use the data you voluntarily provided them or uploaded to the public space to improve their models, subject to their own terms of use.

9. No Conflicting Uses

You may not use the ClawHerd API, API output, configuration, or any ClawHerd documentation to replicate, frame, or mirror the Services. Except with our prior written consent, you may not engage, directly or indirectly, in any business activity if such business activity conflicts with, or places you in a conflicting position to that of us or the Services, or is specifically intended to purposefully divert and/or drive existing customers away from the Services. Except as expressly authorized herein, you may not develop or instruct any third party to develop a website that reasonably may be deemed to be competitive with the Services unless we provide written consent to you prior to the undertaking of the development and launch of such website.

10. Third-Party Services

You may be able to link from the Services to third-party websites, software, services, or other resources that take you outside of the Services (“Third-Party Services”). We have no control over the contents of those sites or resources. We have no responsibility for the information, content, products, services, advertising, code, or other material provided through the Third-Party Services. Your interactions with Third-Party Services are subject to their own terms.

11. Changes or Updates to the Services

We shall have the right for any reason, in our sole discretion, to terminate, change, suspend, or discontinue, temporarily or permanently, any aspect of the Services, including but not limited to content or features, without notice to you. We may also impose limits on certain features and services or restrict your access to parts or all of the Services with or without notice or liability.

From time to time, we may make available updates or upgrades to the Services. Such updates or upgrades may occur automatically without the need for an act on your part, or they may require you to manually download an update or upgrade. Certain functions of the Services may be modified or discontinued as a result of any such update or upgrade or may not be available if you have not downloaded all updates and upgrades made available by us.

We do not warrant that the functions, features, or content contained in the Services will be uninterrupted or error-free, that defects will be corrected, or that any other site or the server that makes it available is free of viruses or other harmful components.

12. Fees

You shall pay all fees specified in all applicable subscription orders (“Fees”). Except as otherwise specified herein or in any subscription order, all Fees are quoted and payable in United States dollars, payment obligations are non-cancelable, and Fees paid are non-refundable. Fees for the Services are based on subscriptions purchased and not actual usage. For purposes of clarity, the subscription purchased cannot be decreased during a Subscription Term. We may change the fees and payment policies for the Services from time to time.

Payments of the Fees can be made via third-party payment processors, including Stripe. We do not have access to, nor retain any credit card information of, any user of the Services.

Any outstanding balance becomes immediately due and payable upon termination of this Agreement and any collection expenses (including legal fees) incurred by us will be included in the amount owed, and may be charged to the credit card or other billing mechanism associated with your ClawHerd account.

13. Term and Termination

The “Term” of this Agreement shall be the duration of the then-current Initial Term or Renewal Term(s) of your applicable subscription for the Services. The Term of this Agreement will commence on the effective date specified in your subscription order and will continue until you terminate your subscription to the Services or until we terminate this Agreement pursuant to this section.

The “Initial Term” for each subscription order will begin on the effective date set forth on such subscription order and will continue for the subscription period selected by the user. Unless otherwise stated on the relevant order, each order will automatically renew after the Initial Term for successive monthly or annual periods (each a “Renewal Term”), as applicable, unless you provide us with prior written notice of your intent not to renew such subscription at least one (1) day before the end of the Initial Term or then-current Renewal Term.

We reserve the right to increase the Fees due under orders for the applicable Renewal Terms by providing notice to you of such increase at the time of renewal. You are allowed to continue using the Services from the time of your notice of non-renewal through the end of the then-applicable Term. However, we are not obligated to refund to you any prepaid Fees for any Term. We, at our sole discretion and on a case-by-case basis, may choose to refund Fees to our users.

We have the right, for any reason, in our sole discretion, to terminate, change, suspend, or discontinue, temporarily or permanently, any aspect of the Services, without notice to you. We may also impose limits on certain features and services or restrict your access to parts or all of the Services with or without notice or liability.

The following provisions will survive any termination or expiration of this Agreement: Section 4 (Intellectual Property Ownership), Section 7 (Restrictions), Section 12 (Fees), Section 13 (Term and Termination), Section 14 (Indemnity), Section 15 (Warranty Disclaimer), Section 16 (Limitation of Liability), and Section 17 (Miscellaneous).

14. Indemnity

You will defend, indemnify, and hold harmless us, our parents, subsidiaries, affiliates, and each of their respective officers, directors, employees, agents, and advisors from any and all claims, liabilities, costs, and expenses, including, but not limited to, attorneys’ fees and expenses, arising out of a breach by you or any user of your account of this Agreement or arising out of a breach of your obligations, representation, and warranties in this Agreement.

15. Warranty Disclaimer

16. Limitation of Liability

17. Miscellaneous

This Agreement is governed by the laws of the State of Washington, without reference to its choice-of-laws rules. The exclusive jurisdiction and venue for any action under this Agreement will be in the state and federal courts of King County, Washington. You accept the exclusive personal jurisdiction of such courts. You may not assign any rights granted to you or delegate any of your duties hereunder and any attempt to do so is void and of no effect. We may assign our rights and delegate our duties under this Agreement in their entirety in connection with a merger, reorganization, or sale of all, or substantially all, of our assets relating to this Agreement. Nothing in this Agreement will constitute a partnership or joint venture between you and us. This Agreement and our Privacy Policy set forth the entire understanding and agreement between us with respect to the subject matter hereof. If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect.