Terms of Service for Clerii
Effective Date: May 16, 2025
Welcome to Clerii!
These Terms of Service ("Terms") govern your access to and use of the Clerii survey software, website, and services (collectively, the "Service") provided by Clerii ("Clerii," "we," "us," or "our"). By creating an account, or by accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, do not use the Service.
Acceptance of Terms
By creating an account and using Clerii, you confirm that you have read, understood, and agree to be bound by these Terms. If you are using Clerii on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these terms. In that case, "you" and "your" will refer to that organization.
User Accounts
Account Creation: To use Clerii, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
Account Responsibility: You are responsible for safeguarding your account password and for any activities or actions under your account, whether or not you have authorized such activities or actions. You will immediately notify Clerii of any unauthorized use of your account.
Eligibility: You must be at least 18 years old to use the Service, or the age of legal majority in your jurisdiction if different.
Use of the Service
License to Use Clerii: Subject to your compliance with these Terms, Clerii grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business or personal purposes to create and administer surveys.
Permitted Uses: You agree to use the Service only for lawful purposes and in accordance with these Terms. You are responsible for the content of the surveys you create and the data you collect.
Prohibited Activities: You agree not to engage in any of the following prohibited activities:
- Using the Service for any illegal purpose or in violation of any local, state, national, or international law.
- Violating or encouraging others to violate the rights of third parties, including intellectual property rights.
- Posting, uploading, or distributing any content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, hateful, or otherwise inappropriate.
- Interfering with the security-related features of the Service.
- Interfering with the operation of the Service or any user's enjoyment of it, including by uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
- Attempting to gain unauthorized access to the Service, other user accounts, or computer systems or networks connected to the Service.
- Using any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission.
- Selling, reselling, or otherwise commercially exploiting the Service without Clerii's prior written consent.
- Collecting or storing personal data about other users without their express permission or in violation of applicable data protection laws.
- Using the Service to send unsolicited commercial communications (spam).
User Conduct: You are solely responsible for your conduct while using Clerii and for any content you provide, including compliance with applicable laws, rules, and regulations.
User-Generated Content
Ownership of Survey Content: You retain all ownership rights to the content you create and upload to the Service, including your surveys, questions, responses, and any data collected through your surveys ("User Content").
License Granted to Clerii: By creating and administering surveys through Clerii, you grant Clerii a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content solely for the purposes of operating, developing, providing, and improving the Service. This license does not grant Clerii the right to sell your User Content to third parties.
Responsibility for User Content: You are solely responsible for your User Content and the consequences of posting, publishing, or sharing it. You represent and warrant that you have all necessary rights, licenses, consents, and permissions to publish User Content you submit and to grant Clerii the licenses set forth in these Terms.
Data Privacy: Clerii's collection and use of personal information in connection with the Service is described in our Privacy Policy, which is incorporated by reference into these Terms. You are responsible for ensuring that your collection and use of data through surveys administered via Clerii comply with all applicable privacy and data protection laws, including providing any necessary notices and obtaining any necessary consents from survey respondents.
Intellectual Property
Clerii's Intellectual Property: The Service and its original content (excluding User Content), features, and functionality are and will remain the exclusive property of Clerii and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Clerii.
Feedback: We welcome feedback, comments, and suggestions for improvements to the Service ("Feedback"). You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose.
Fees and Payment (If Applicable)
Subscription Fees: Certain features of the Service may be offered on a subscription basis. If you choose to subscribe to such features, you agree to pay the applicable fees as described on our website. All fees are non-refundable except as required by law or as otherwise stated in these Terms.
Payment Terms: We may use a third-party payment processor to bill you through a payment account linked to your account. The processing of payments will be subject to the terms, conditions, and privacy policies of the payment processor in addition to these Terms.
Changes in Fees: Clerii reserves the right to change its fees at any time. We will provide you with reasonable prior notice of any change in fees.
Free Tiers/Trials: Clerii may offer free trial periods or free service tiers. Clerii reserves the right to modify or terminate such offers at any time.
Term and Termination
Term: These Terms will remain in full force and effect while you use the Service.
Termination by You: You may terminate your account at any time by following the instructions within the Service or by contacting us.
Termination by Clerii: Clerii may suspend or terminate your access to and use of the Service, at our sole discretion, at any time and without notice to you, including if (a) you breach these Terms; (b) we are required to do so by law; or (c) we cease to offer the Service.
Effect of Termination: Upon termination, your right to use the Service will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. We may delete your User Content upon termination, however, we may also retain it for a reasonable period of time in accordance with our data retention policies and applicable law.
Disclaimers and Limitation of Liability
Disclaimer of Warranties: THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, CLERII EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CLERII MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CLERII, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT CLERII HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Cap on Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CLERII’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO CLERII FOR USE OF THE SERVICE OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO CLERII, AS APPLICABLE.
Indemnification
You agree to defend, indemnify, and hold harmless Clerii and its licensee and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) User Content.
10. Governing Law and Dispute Resolution
Governing Law: These Terms shall be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.
Dispute Resolution: You agree that any dispute arising from these Terms will be resolved by binding arbitration. Please read this section carefully as it affects your rights.
11. Changes to the Terms
Clerii reserves the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
12. Miscellaneous
Entire Agreement: These Terms and our Privacy Policy constitute the entire agreement between you and Clerii regarding our Service and supersede and replace any prior agreements we might have had between us regarding the Service.
Severability: If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.
No Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Clerii's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
Assignment: These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Clerii without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
Notices: Any notices or other communications provided by Clerii under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Service. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
13. Contact Information
If you have any questions about these Terms, please contact us at: