Terms of Service
The agreement that governs your access to and use of Claritysoft CRM, our websites and our services.
On this page
PLEASE READ THESE TERMS CAREFULLY: The Terms of Service (“TOS” or “Agreement”) is a legal Agreement between you (either an individual or a single entity) (“You,” “Your,” or “Customer”) and Claritysoft LLC, an Ohio limited liability company (“Claritysoft,” “We,” “Us,” or “Our”). This agreement governs your acquisition and use of our software and services (“Service”) which include (a) all Claritysoft Web Sites (“Site”), (b) all online and offline Claritysoft business productivity systems, tools and services and (c) all software, data, text, images, documents, sounds, video, and content made available by Claritysoft. Any new feature added to or augmenting the Service is also subject to this TOS.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM OR QUOTATION THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
Definitions
“Customer Data” means all data, content, and information that You or Your Users submit, import, or store in the Service, together with outputs generated from that data through the Service, including outputs of AI Features. References in this Agreement to “Your Data” or “Customer’s Data” mean Customer Data.
“Documentation” means Claritysoft’s then-current user guides, help articles, and other materials describing the Service, as made available by Claritysoft.
“Order Form” means an ordering document, including a Quotation, that You execute and that references this Agreement, specifying the Services purchased, the number of Users, and the applicable fees.
“Subprocessor” means a third-party vendor that Claritysoft engages to process Customer Data in providing the Service. Claritysoft’s current Subprocessors are listed at https://claritysoft.com/dpa/sub-processors/.
“Users” means Your employees, contractors, and other individuals You authorize to use the Service under Your account, up to the number specified in the applicable Order Form. “Customer administrators” means Users with administrative rights in Your account.
General Conditions, Access and Use of the Service
1.1 Subject to the terms and conditions of this TOS, You may access and use the Service only for your internal business purposes as contemplated by this Agreement. You shall not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by this TOS; (b) use the Service to process data on behalf of any third party; (c) use the Service in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Service and its components; or (d) store full payment-card numbers, security codes, passwords, or other authentication credentials in fields not designated for that purpose, or store highly sensitive regulated information, including government identification numbers, biometric identifiers, protected health information, personal information of children subject to special legal protections, or special-category personal data, unless Claritysoft has expressly authorized such use in writing and any required additional terms are in place. Ordinary business contact, billing, and transaction information may be stored in accordance with the Agreement and applicable law.
1.2 You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
1.3 Services are subject to usage limits; (a) services may not be accessed by more than the number of Users specified in the Order Form(s), (b) a User’s password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Services promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 3.
1.4 You will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Us promptly of any such unauthorized access or use, (d) use Services only in accordance with the Documentation and applicable laws and government regulations.
1.5 You are responsible for all information, data, text, messages or other materials that You post or otherwise transmit via the Service. You are responsible for maintaining the confidentiality of your login and account and are fully responsible for any and all activities that occur under your login or account. Claritysoft may access Customer accounts and data as reasonably necessary to respond to authorized support requests, maintain and secure the Services, or as otherwise permitted by this Agreement.
1.6 All data created or transmitted by You and stored on Claritysoft’s servers as part of the Service shall at all times be owned by You. Upon termination or cancellation of this Agreement for any reason, We will make Your Data available to You for export or download as provided in the Documentation. Claritysoft has no obligation to maintain or provide Your Data more than fourteen (14) days after termination, and may thereafter delete it in accordance with its normal retention and backup practices, subject to applicable law.
1.7 Claritysoft shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your data. In providing the Services, Claritysoft shall not (a) modify Customer Data, except at Customer’s direction or as necessary to provide the Services, (b) disclose Customer’s Data except as compelled by law or process, or as expressly permitted under this Agreement (including Sections 1.9 and 16), or otherwise authorized in writing by Customer, or (c) access Customer’s Data except to provide the Services or prevent or address service or technical problems, or at Customer’s request in connection with customer support matters, or as otherwise authorized under this Agreement. Claritysoft’s processing of personal data contained in Customer Data is also governed by Claritysoft’s Data Processing Agreement at https://claritysoft.com/dpa/ (the “DPA”), which is incorporated into this Agreement.
1.8 Subject only to the limited right to access and use the Service expressly granted to You under this TOS, all rights, title and interest in and to the Service and its components will remain with and belong exclusively to Claritysoft. You shall not modify, adapt or hack the Service to falsely imply any sponsorship or association with Claritysoft, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
1.9 You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Claritysoft’s Subprocessors, including hosting partners, to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service.
1.10 The failure of Claritysoft to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between You and Claritysoft, even though it is electronic and is not physically signed by you and Claritysoft, and it governs your use of the Service and subject to Section 19, takes the place of any prior agreements between You and Claritysoft regarding the Service.
1.11 Confidentiality. Each party may receive nonpublic business, technical, financial, or other information of the other party that is identified as confidential or that reasonably should be understood to be confidential (“Confidential Information”). The receiving party will use such information only to perform or evaluate the parties’ business relationship, protect it with reasonable care, and disclose it only to personnel, advisers, and service providers who have a legitimate need to know and are subject to appropriate confidentiality obligations. Confidential Information does not include information that becomes public without breach, was lawfully known without restriction, is lawfully obtained from another source, or is independently developed without use of the other party’s information. Disclosure required by law is permitted, with advance notice when legally allowed. This section does not reduce the protections applicable to Customer Data under Section 1.7.
Marketing Acceptable Use Terms
Clarity Engage (the “Marketing Service”) is a powerful tool which enables users to communicate with their customer base. As an email service provider, it is our responsibility to ensure our users do not send Spam and abide by the CAN-SPAM Act and other applicable anti-spam laws. Our reputation and deliverability rate depend on this. The actions of individual users can have significant impact on our email marketing platform as a whole. If you violate any of our Acceptable Use Terms, we may at any time suspend or terminate your account.
By agreeing to these Terms, you promise to follow these rules:
2.1 You will not send Spam. Spam can be in the form of bulk or individual commercial emails. Spam is defined by Spamhaus as “Unsolicited Email”.
2.2 You agree to comply with the CAN-SPAM Act and all other anti-spam and electronic marketing laws that apply to the email You send.
2.3 You must be able to provide evidence of consent for bulk email such as an opt-in form or confirmed consent.
2.4 You will not use purchased, rented, or third-party lists of email addresses in any way.
2.5 You will not send any offensive email. This includes:
Email concerning illegal goods and services.
Email that violates the CAN-SPAM Act or other applicable anti-spam laws.
Any content that is pornographic/sexually explicit in nature.
2.6 You will not use third-party unsubscribe options.
2.7 You will not use the Marketing Service to circumvent its required unsubscribe, consent, or sending controls, including by importing messages or campaigns designed to evade those controls.
2.8 You will not setup accounts for any person, entity, or organization without their consent.
2.9 You will not use any misleading or invalid names, addresses, email addresses, subjects, or any other information in email sent from our product.
2.10 You will not use content (including text, photographs, graphics, templates, or AI-generated material) unless You own it or have the necessary rights to use it, and its use does not violate any other person’s rights.
2.11 You will not route, relay, or forward marketing email through alternative services in a manner intended to evade Claritysoft’s sending restrictions, unsubscribe controls, or abuse-prevention measures.
2.12 You will not share sensitive information such as social security numbers, passwords, security credentials, or other sensitive personal information described in Section 1.1(d).
2.13 You will not host images or content on the Claritysoft servers for any purpose other than for sending email.
2.14 You will not share your password.
2.15 You will not send email to individual(s) under the age of 13.
2.16 You will not use our software in any manner to create a competing product or reverse engineer our product.
2.17 You will not manipulate subscriber counts or list records for the purpose of improperly avoiding applicable billing thresholds. Legitimate list maintenance, deletion, and unsubscribe processing are permitted.
Payment and Refunds
3.1 Fees. You will pay all fees specified in the Order Form (Quotations may be used as Order Forms). Except as otherwise specified herein or in an Order Form (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable.
3.2 Invoicing and Payment. You will provide Claritysoft with a signed Order Form and valid and updated credit card information, or a valid purchase order or alternative document reasonably acceptable to Claritysoft. If you provide credit card information to Claritysoft, You authorize Claritysoft to charge such credit card for all Purchased Services and any renewal term(s) as set forth in Section 3.1. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Claritysoft will invoice you in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due upon receipt. You are responsible for providing complete and accurate billing and contact information to Claritysoft and notifying Claritysoft of any changes to such information.
3.3 Overdue Charges. If any amount owing by You under this or any other agreement for Claritysoft services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, suspend our services to you until such amounts are paid in full.
3.4 Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Claritysoft regarding future functionality or features.
Term and Termination
4.1 This Agreement commences on the date Customer signs the Order Form and Agreement shall continue for a period of (1) year thereafter “Initial Term.” Upon expiration of an Initial Term, this Agreement shall automatically renew for additional terms of one (1) year each (“Renewal Term”), unless either party provides the other with written notice of its intent not to renew no later than thirty (30) days prior to the end of the Initial Term or then-current Renewal Term. Payment for the Renewal Term shall be made by You prior to expiration of the current Term. Either party may terminate this Agreement for a material breach by the other party that remains uncured for thirty (30) days after written notice; provided that Claritysoft may immediately suspend access or terminate where reasonably necessary to address security threats, fraud, illegal activity, material misuse of the Services, or risks to other customers or the Service.
4.2 Claritysoft reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) suspend or terminate access to the Service where Claritysoft reasonably believes You have materially violated the TOS or where action is necessary to protect the Service, other customers, or the public. Where reasonably practicable, Claritysoft will provide advance notice and an opportunity to remedy a non-urgent violation. Claritysoft will use commercially reasonable efforts to publish on the Site or notify You about any planned downtime of the Service and will use all reasonable efforts to contact you directly via email to warn you prior to suspension or termination of your account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Claritysoft shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.
Disclaimer of Warranties
THE SERVICE, INCLUDING THE SITE, SOFTWARE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW AND Claritysoft EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT Claritysoft DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM Claritysoft OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
Limitation of Liability
6.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL Claritysoft BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION, Claritysoft SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES, IN THE AGGREGATE FOR ALL CLAIMS, IN EXCESS OF THE LESSER OF (A) THE FEES PAID OR PAYABLE BY YOU FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) TEN THOUSAND ($10,000) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
6.2 Some jurisdictions do not allow certain warranty exclusions or limitations of liability, which means that some of the above limitations may not apply to you. IN THESE STATES, Claritysoft’s LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Trademarks
“Claritysoft” and Claritysoft’s various logos used or displayed on the Service are trademarks of Claritysoft and you may only use these trademarks or logos for promotional purposes to identify yourself as a customer or user of the Claritysoft products and services, provided you do not attempt to claim ownership of the marks by incorporating any of them within your names or offerings.
Assignment
Claritysoft may assign or transfer this TOS, in whole or in part, without restriction.
Export Compliance
You are responsible for complying with any applicable laws, rules, or regulations governing the export of the Service or any of its components.
Free Support
Free Support is included in the price of a software license. Free support includes basic assistance with the software such as general questions and troubleshooting issues. Phone and email support are both available. Phone support is available Monday thru Friday from 8-6 PM ET. Email support is available 24×7. In addition, all users have access to our support resources. These include:
Support Portal
YouTube Video Library
Webinar Recordings
Professional Services
11.1 Professional Services are those services not included with free support. Examples would include building reports, user training, data cleanup, data import, database setup, integration, and enhancements. If you authorize a Statement of Work (SOW) from Claritysoft, You hereby engage Claritysoft to render the Services set forth on each SOW referencing this Agreement. The Services and each SOW are governed by this Agreement. Changes to the scope of the Services or any SOW may be made only in a writing signed by authorized representatives of both parties.
11.2 Acceptance of Deliverables. Promptly upon Claritysoft’s notice that it has implemented or completed a Deliverable, You will test and evaluate each such Deliverable to determine whether each Deliverable conforms to the specifications for such Deliverable, as provided in the applicable SOW (the “Acceptance Test”). You may deliver a notice of rejection to Claritysoft if a Deliverable fails the Acceptance Test, advising Claritysoft as to which aspects of the Deliverable failed, with sufficient detail to allow Claritysoft to reproduce such failure. Claritysoft shall, at no cost to You, promptly remedy such failure and deliver the corrected Deliverable to You. In the event that Claritysoft does not receive a notice of rejection from You within two (2) business days (or such other period as may be expressly provided for in the applicable SOW) after delivery of a Deliverable, such Deliverable shall be deemed “Accepted” and the Acceptance Test for such deliverable shall be deemed completed pursuant to any applicable requirements of the relevant SOW or otherwise.
11.3 Your Responsibilities. You shall provide suitable equipment, information, and site and system access and facilities as are appropriate and reasonably necessary to enable Claritysoft to perform the Services or which are specified in the applicable SOW. You acknowledge and agree that Claritysoft’s performance is dependent on and subject to such performance by You or third parties of their responsibilities in a timely manner and subject to any assumptions regarding the Services referred to in the applicable SOW. Claritysoft shall be entitled to rely on, and You shall be responsible for, all decisions, instructions and approvals of Your project administrative and other personnel in connection with the Services. You shall procure all consents, licenses, approvals or permissions as may be necessary to enable Claritysoft to perform the Services, with such assistance from Claritysoft as You may reasonably request.
Service Trials
Service Trials (free and paid) are subject to the terms of this TOS. If at the end of a trial period, you choose not to purchase Claritysoft services; Claritysoft will have no obligation to maintain Your data after the last day of the trial period.
Beta Services
Beta Service. From time to time, We may invite You to try Beta Services at no charge. You may accept or decline any such trial in Your sole discretion. Beta Services are subject to the terms of this TOS and not intended for production use. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.
Severability
In the event that one or more of the provisions of this Agreement shall be found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired.
Governing Law
This Agreement and any disputes arising out of or in connection with this Agreement shall be governed by the laws of the State of Ohio without reference to conflict of laws principles. The parties hereby consent to the courts located in Franklin County, Ohio as having exclusive jurisdiction and venue for resolution of any and all disputes arising under or related to this Agreement.
AI Features, Controls, and Third-Party Services
16.1 AI Features. Claritysoft may offer built-in artificial intelligence features (“AI Features”) powered by third-party AI model providers acting as Claritysoft Subprocessors, as identified on Claritysoft’s Subprocessor list. Claritysoft does not use Customer Data to train AI models and does not permit its AI subprocessors to use Customer Data to train or improve their models. AI subprocessors may retain prompts, outputs, and related data for limited periods as needed to provide the services, detect or prevent abuse, or comply with legal obligations, subject to applicable contractual safeguards.
16.2 Disabling AI Features. Customer administrators may disable Claritysoft’s AI Features at the account level. While those AI Features are disabled, Customer Data will not be processed by or transmitted to Claritysoft’s AI subprocessors through Claritysoft’s AI Features. Disabling AI Features does not automatically delete previously generated outputs, which remain subject to Claritysoft’s standard data management, deletion, and retention policies.
16.3 MCP Access. Claritysoft may provide a Model Context Protocol (“MCP”) server that allows Customers to connect third-party AI tools of their choosing to their Claritysoft data. MCP access is controlled separately by Customer administrators, operates within applicable user permissions, and is not affected by disabling Claritysoft’s built-in AI Features. AI tools connected through MCP are Third-Party Services under this Section 16, and Customers are responsible for authorizing their use and evaluating their data-handling practices.
16.4 Third-Party Services. Customers may choose to connect Claritysoft to third-party applications, services, or integrations that are not Claritysoft Subprocessors (“Third-Party Services”). By enabling a Third-Party Service, the Customer authorizes the exchange of Customer Data necessary for its operation. Third-Party Services are governed by their own terms and data practices, including any use of artificial intelligence. The Customer is responsible for evaluating and accepting those terms and practices. Claritysoft is not responsible for the use, processing, retention, or disclosure of Customer Data by Third-Party Services, except to the extent resulting from Claritysoft’s breach of its obligations under these Terms or applicable law.
Indemnification
You will defend, indemnify, and hold harmless Claritysoft and its officers, employees, and agents from and against any third-party claims, and related losses, damages, fines, and reasonable attorneys’ fees, arising from email You send through the Marketing Service, including its content and recipient lists, that violates Section 2 or any applicable anti-spam or electronic marketing law. Claritysoft will give You prompt notice of any such claim and reasonable cooperation at Your expense. You may not settle a claim in a way that imposes obligations on Claritysoft without Claritysoft’s written consent.
Changes to These Terms
Claritysoft may update this Agreement at any time by posting the revised version on the Site, and updates take effect when posted, except as provided for Material Adverse Changes. A “Material Adverse Change” is a change that materially reduces Your rights or materially increases Your obligations under this Agreement. Changes to the Service’s features or functionality, the Documentation, or administrative matters, and changes required by law or needed to address security, fraud, or abuse, are not Material Adverse Changes. Changes to Claritysoft’s Subprocessors follow the notice process in the DPA. Claritysoft will notify Customer administrators of a Material Adverse Change by email or in-app notice, and it will not apply to You until the start of the first Renewal Term that begins at least sixty (60) days after that notice, unless You accept it sooner. If You do not wish to accept a Material Adverse Change, Your sole remedy is to give notice of non-renewal under Section 4.1. Your continued use of the Service after a change applies to You constitutes acceptance of the revised Agreement. Updates to this Agreement will not alter the fees stated in a current Order Form during its term and do not entitle You to any refund.
Entire Agreement and Order of Precedence
This Agreement, together with all Order Forms and SOWs that reference it, is the entire agreement between You and Claritysoft regarding the Service and supersedes all prior or contemporaneous oral or written communications, proposals, and representations on that subject. If there is a conflict, the following order of precedence applies: (a) an Order Form or SOW, but only for the Services it covers and only where it expressly states that it overrides this Agreement; (b) the DPA, with respect to the processing of personal data; (c) this Agreement; and (d) the Documentation. A separately signed agreement between You and Claritysoft, such as a confidentiality agreement, governs its own subject matter, but Customer Data stored in or processed through the Service is governed by this Agreement unless that separate agreement expressly states otherwise. Terms in any purchase order or other Customer document do not apply.
Survival
Sections 1.6, 1.7, 1.8, 1.11, 3 (as to amounts owed), 5, 6, 7, 14, 15, 17, 19, and this Section 20, and any other provision that by its nature should survive, will survive any termination or expiration of this Agreement.
Questions about these terms?
Our team is happy to help clarify anything in this agreement.