These Terms govern your use of Clarity’s software and services. If you have signed a separate written agreement with us (an order form, MSA, or enterprise agreement), that agreement controls where it conflicts with these Terms.
1 Acceptance
By accessing our website, signing an order form, or using our software, you agree to these Terms. If you are accepting on behalf of an organization, you represent that you have the authority to bind that organization.
2 Definitions
- “Clarity,” “we,” “us” means Codewerx LLC, doing business as Clarity AI.
- “Customer,” “you” means the organization that licenses our software or otherwise uses our services.
- “Software” means the Clarity platform code and components, together with any organization-specific implementations developed in your environment under your Order Form.
- “Customer Data” means content you or your end users submit to or generate within the Software.
- “Order Form” means the document we both sign describing the Software licensed, the fee, and any project specifics.
3Service & access
We will deliver the Software described in your Order Form and provide the operational guidance scoped within that Order Form. Hosting environment, integrations, and any customer-specific commitments are defined in the Order Form. We will use reasonable efforts to maintain availability and performance commensurate with enterprise software practice.
4 License grant
Subject to your payment of fees and compliance with these Terms, Clarity grants you a license to use the Clarity platform during the term of your Order Form, for your internal business operations and the operations of your affiliates. The license is non-exclusive and is not assignable to third parties outside that scope. The organization-specific implementations developed under your engagement — workflows, configurations, operational tooling, dashboards, integrations, reporting, and the related code delivered into your environment — are your property, with an unrestricted, perpetual right to operate, modify, and continue using them. Clarity retains rights only in the generalized underlying platform, framework, and reusable platform IP.
You will not (a) reverse engineer the platform code except as permitted by applicable law, (b) sublicense, rent, or resell the Software to third parties outside the license scope, or (c) use the Software to build a competing product.
5Customer data & ownership
You own your Customer Data. We process it solely to provide the Software and the services described in your Order Form, under our Data Processing Agreement. Customer Data is not used to train third-party systems, and our processing arrangements with external providers include zero-retention terms where applicable.
6 Acceptable use
You agree not to use the Software to:
- Violate applicable law or third-party rights.
- Send unlawful, infringing, defamatory, or otherwise tortious content through the Software.
- Attempt to gain unauthorized access to any account, system, or network we operate.
- Interfere with or disrupt the integrity or performance of the Software, or attempt to circumvent any access controls.
- Use the Software to develop a competing product or to benchmark for the purpose of building one.
7Fees & payment
Fees are set out in your Order Form. Unless stated otherwise, fees are billed annually in advance, due net 30, in US dollars, and non-refundable. Fees do not include taxes, which are your responsibility (except taxes on our net income). Overdue invoices accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower.
8 Confidentiality
Each party may receive Confidential Information from the other. The receiving party will use it only to perform under these Terms, will protect it with at least the same care it uses for its own confidential information (and no less than reasonable care), and will not disclose it to third parties except to its personnel and advisors who are bound by equivalent duties. These obligations survive termination for five years (perpetually for trade secrets).
9 Intellectual property
Clarity retains rights in the generalized underlying platform, framework, components, documentation, and any reusable improvements or know-how that apply across engagements. You retain all rights in your Customer Data and in the organization-specific implementations developed under your Order Form — your workflows, configurations, operational tooling, dashboards, integrations, and the related code delivered into your environment. Feedback you provide may be used by Clarity without restriction, subject to confidentiality.
10Warranties & disclaimer
Each party warrants that it has the authority to enter into these Terms. Clarity warrants that the Software, as delivered and used in accordance with our documentation, will perform materially as described in the Order Form. Some software-generated outputs may occasionally be incorrect, incomplete, or unsuitable for a particular purpose; you remain responsible for reviewing and validating outputs before acting on them in operationally significant decisions.
EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
11 Limitation of liability
NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
These limits do not apply to (a) breaches of confidentiality, (b) infringement of the other party’s intellectual property rights, (c) indemnification obligations, or (d) liabilities that cannot be limited under applicable law.
12 Indemnification
We will defend you against third-party claims that the Software, as delivered by us, infringes a US patent, copyright, or trademark, and will pay damages and reasonable attorneys’ fees finally awarded against you. You will defend us against third-party claims arising from your Customer Data or your use of the Software in violation of these Terms.
The indemnified party will give prompt notice, cooperate, and let the indemnifying party control the defense and settlement, except settlements that impose non-monetary obligations on the indemnified party require its consent.
13Term & termination
These Terms apply for the duration of your Order Form. Either party may terminate for material breach not cured within 30 days after written notice. On termination, your license ends, we will return or delete your Customer Data per the DPA, and you will pay any fees accrued through the termination date. Sections that by their nature should survive (confidentiality, IP, warranties, liability, indemnity, governing law) survive termination.
14 Governing law
These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws principles. The exclusive venue for any dispute is the state and federal courts located in Lee County, Florida, and each party consents to personal jurisdiction there. The UN Convention on Contracts for the International Sale of Goods does not apply.
15 General provisions
These Terms and any Order Form are the entire agreement between the parties and supersede any prior agreement on the same subject. Neither party may assign without the other’s consent, except in connection with a merger, acquisition, or sale of substantially all assets. No waiver of any provision will be effective unless in writing. If any provision is unenforceable, the remaining provisions remain in effect. Notices must be sent in writing to the addresses on the Order Form.
16 Contact
Questions about these Terms: hello@gainclarity.ai. Security disclosures: security@gainclarity.ai.
Codewerx LLC, DBA Clarity AI