Legal
Terms of Service
1. The agreement
These Terms of Service (“Terms”) govern access to and use of the Clad website, hosted platform, integrations, APIs, beta features, and related services provided by Clad Labs, Inc. (“Clad,” “we,” “us”) (the “Services”). Clad is a business product intended for organizations and their authorized users. By using the Services you agree to these Terms; if you use them on behalf of an organization, you represent that you can bind that organization, and “you” includes it.
You are responsible for accurate information, the confidentiality of your credentials, activity under your account, and your users' compliance with these Terms. Notify us promptly of any unauthorized access. Workspace administrators can access, manage, export, or delete workspace data and control configuration; you are responsible for the internal authorizations that access requires.
2. Subscriptions, fees, and beta features
Paid Services may be offered under an order form, quote, or other commercial agreement (each, an “Order”) specifying the Services, limits, fees, and term. If these Terms conflict with a signed Order, the signed Order controls.
You agree to pay all fees and applicable taxes per the applicable Order or pricing terms. Except as stated in writing, fees are non-refundable. If payment is overdue, we may suspend paid Services after any notice the Order or law requires. You are responsible for taxes on your purchase other than taxes on our net income.
Beta, preview, and early-access features may be incomplete, changed, or discontinued at any time, and unless we state otherwise in writing are provided “as is” without warranty, support, or uptime commitments.
3. Customer Data and privacy
You retain all right, title, and interest in the content, communications, records, and other materials submitted to or processed through the Services on your behalf (“Customer Data”). You grant us a non-exclusive, worldwide, limited right to process Customer Data only as necessary to provide, secure, support, and improve the Services; as directed by you; as permitted by an applicable Order; or as required by law.
You are responsible for the legality and accuracy of Customer Data, the permissions and consents your use of the Services and integrations requires, your instructions to us, and any backups you deem appropriate.
We may use Service-generated technical logs, usage information, and aggregated or deidentified data for lawful business purposes such as operating and improving the Services, provided it identifies no individual or customer. Where we process personal information in Customer Data, we do so as your processor or service provider per applicable law, these Terms, and any data processing addendum. Our Privacy Policy covers information we handle as a controller.
4. AI features and integrations
The Services include AI-assisted features such as classification, search, summarization, draft generation, and agent assistance. By using them, you instruct us to process relevant Customer Data through our systems and service providers as necessary to provide them. We do not use Customer Data to train our own general-purpose models. AI output may be inaccurate or incomplete; you are responsible for reviewing it before relying on it or sending it to third parties.
The Services interoperate with third-party services such as Slack, Google services, and other providers, each governed by its own terms. Enabling an integration authorizes us to exchange data with that provider as necessary to support it. We are not responsible for third-party services, their API changes, or their outages.
5. Acceptable use
You will not, and will not permit others to:
- Use the Services in violation of law or third-party rights
- Access the Services by unauthorized means, or probe, scan, or circumvent security
- Interfere with or disrupt the Services, or use them to send malware, spam, or unauthorized messages
- Submit content that is unlawful, fraudulent, defamatory, or infringing
- Reverse engineer or derive source code from the Services, except where that restriction is prohibited by law
- Build a competing product through unauthorized scraping, copying, or extraction
- Process HIPAA-regulated health information, PCI cardholder data, government-classified information, or other highly regulated data without our express written authorization
We may suspend or restrict access if we reasonably believe there is a violation of these Terms or a risk to the Services, our users, or third parties.
6. Ownership and confidentiality
The Services — software, designs, documentation, and related materials — are owned by Clad Labs or its licensors. Subject to these Terms and any Order, we grant you a limited, non-exclusive, non-transferable right during your subscription term to use the Services for your internal business purposes. No other rights are granted by implication.
If you provide feedback about the Services, you grant us a perpetual, royalty-free right to use it without restriction; we will not publicly identify you as its source without permission.
Each party will use the other's non-public information (“Confidential Information”) only to perform under these Terms, protect it with at least reasonable care, and share it only with personnel and providers bound by equivalent obligations. This excludes information that is or becomes public without fault, was already known, is independently developed, or is lawfully received from a third party. Legally compelled disclosure is permitted with reasonable advance notice where lawful.
7. Disclaimers, liability, and indemnity
Disclaimers
The Services are provided “as is” and “as available.” To the maximum extent permitted by law, we disclaim all warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted, secure, or error-free, or that AI output will be correct or suitable for your use.
Limitation of liability
To the maximum extent permitted by law, Clad Labs and its affiliates will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or loss of profits, revenue, goodwill, use, or data. Our aggregate liability under these Terms will not exceed the greater of the amounts you paid us in the twelve (12) months before the claim arose, or US$100.
Nothing in these Terms limits liability that cannot be limited under applicable law.
Indemnification
You will defend and indemnify Clad Labs and its affiliates against third-party claims and expenses (including reasonable attorneys' fees) arising from your Customer Data, your use of the Services in violation of these Terms or law, or your unauthorized use of third-party integrations. We may participate in the defense with counsel of our choosing at our own expense.
8. Term, disputes, and general terms
Suspension and termination
We may suspend or terminate access for material breach, overdue payment after notice, security or legal risk, legal or provider requirements, or discontinuation of a Service. You may stop using the Services at any time, subject to payment commitments in an Order. On termination, access ceases, Customer Data is deleted or returned per the applicable Order and law, and provisions that should survive (payment, confidentiality, IP, disclaimers, liability, disputes) survive.
Changes
We may modify the Services and update these Terms. Material changes will be posted with a revised effective date; continued use after that date is acceptance. Changes to these online Terms will not materially reduce your rights under a signed agreement during its current term unless that agreement allows it.
Governing law and arbitration
These Terms are governed by Delaware law, excluding conflict-of-laws rules. Any dispute arising out of these Terms or the Services will be resolved by final, binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in English by a single arbitrator (remotely where permitted), with the Federal Arbitration Act governing this section. Arbitration is on an individual basis only — not as a class, collective, or representative action. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL FOR CLAIMS SUBJECT TO ARBITRATION. Either party may seek injunctive relief in court to protect its intellectual property, Confidential Information, or the security of the Services. If this section is unenforceable for a particular claim, that claim goes to a court of competent jurisdiction and the rest of the section stands.
Everything else
You may not use the Services in violation of U.S. export control or sanctions laws, and you represent you are not a prohibited party or in a restricted jurisdiction. These Terms are the entire agreement unless superseded by a signed agreement. Neither party may assign them without consent except in a merger, acquisition, or sale of assets. Unenforceable provisions are severed; non-enforcement is not waiver. Notices may be given by email or through the Services.
Questions about these Terms: support@useclad.ai.
See also: Privacy Policy · Subprocessors