Terms & Conditions

PLEASE READ THESE SERVICE TERMS (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY KLEARFORCE, INC. (“KLEARFORCE”). BY INDICATING ACCEPTANCE OF THESE TERMS THROUGH KLEARFORCE'S ONLINE ENROLLMENT PROCESS OR EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS AND THE BUSINESS ASSOCIATE ADDENDUM (THE “BAA”) BETWEEN THE PARTIES (IF ANY), THIS “AGREEMENT”).

If you are using Klearforce Services on behalf of a company or other legal entity, you represent and warrant that you are authorized to bind that entity. If these Terms are considered an offer, acceptance is expressly limited to these Terms.

1. Order Forms; Access to the Service

Upon mutual execution, each Order Form is incorporated into this Agreement. For each Order Form, subject to Customer's compliance with this Agreement (including limitations and restrictions in the Order Form), Klearforce grants Customer a nonexclusive, limited, nonsublicensable, nontransferable license to internally access and use the Klearforce products and services described in such Order Form (the “Services”) during the applicable Order Form Term, solely for Customer's internal business purposes, and only in accordance with Klearforce's official documentation.

2. Implementation

Upon payment of applicable fees, Klearforce will use commercially reasonable efforts to provide standard implementation assistance as set forth in the Order Form. Additional services requested by Customer will be billed at Klearforce's then-current rates.

3. Support; Service Levels

Subject to payment of fees, Klearforce will provide support, maintenance, and uptime in accordance with (i) the support package selected in the Order Form and (ii) Klearforce's then-current standard Service Level Agreement (SLA).

4. Service Updates

Klearforce may provide upgrades, enhancements, or fixes at its discretion. Some may be free; others may require additional fees, which will be communicated in advance. Klearforce may improve or modify Services at any time, but will provide reasonable prior notice of any major changes.

5. Ownership; Feedback

Klearforce retains all rights, title, and interest in and to the Services, including intellectual property. Customer may provide suggestions, comments, or feedback; Customer grants Klearforce a nonexclusive, worldwide, perpetual, royalty-free license to use such feedback for any purpose.

6. Confidentiality

Each party will protect the other's Confidential Information with at least the same care it uses to protect its own. Confidential Information includes non-public information about features, functionality, pricing, and performance of the Services. Exclusions include information independently developed, lawfully obtained, or publicly available.

7. Fees; Payment

Customer shall pay Klearforce fees set forth in each Order Form. Fees are invoiced in U.S. dollars, due upon receipt unless otherwise specified. Late payments may accrue interest. Customer is responsible for taxes (excluding Klearforce's income tax). Fees are nonrefundable.

8. Use of Services

Customer shall not misuse the Services, including but not limited to: reverse engineering, creating derivative works, using for third parties without authorization, interfering with Service operations, scraping, or violating applicable laws. Customer is responsible for compliance with privacy, data, and security laws and must promptly notify Klearforce of any security breaches.

9. Customer Data

Customer retains ownership of its data. Customer warrants that it has obtained all necessary rights and consents to provide Customer Data to Klearforce. Klearforce will maintain safeguards to protect Customer Data but is not responsible for unauthorized access unless caused by its own misconduct. Klearforce may use aggregated, de-identified data to improve its Services.

10. Third Party Integrations

The Services may rely on or interact with third-party integrations. Customer is responsible for securing rights and complying with third-party terms. Klearforce makes no guarantees regarding availability or functionality of third-party integrations.

11. Term; Termination

This Agreement begins on the date of the first Order Form and continues until all Order Forms expire or are terminated. Each Order Form automatically renews unless either party gives notice of non-renewal at least 30 days before expiration. Either party may terminate for material breach not cured within 30 days of notice. Upon termination, Customer Data may be deleted, and surviving provisions include fees, confidentiality, indemnity, and limitations of liability.

12. Indemnification

By Klearforce: Klearforce will defend Customer against third-party claims alleging the Services infringe intellectual property rights, subject to limitations.
By Customer: Customer will defend Klearforce against claims arising from Customer Data, use of Services, or violation of this Agreement.

13. Disclaimer

Except as expressly set forth, Services are provided “AS IS” without warranties of any kind, including merchantability, fitness for purpose, and non-infringement.

14. Limitation of Liability

Neither party will be liable for indirect, special, or consequential damages. Klearforce's total liability will not exceed the fees paid by Customer in the 12 months preceding the claim.

15. Free/Trial Use

Trial Services are provided “AS IS” without warranty or indemnification. Klearforce's liability for trial use shall not exceed $1,000.

16. Miscellaneous

This Agreement (including Order Forms and BAA) constitutes the entire agreement. It is governed by the laws of Delaware, excluding conflicts of law. Neither party may assign without consent, except to a successor-in-interest. Klearforce may use Customer's name/logo as a reference. Any disputes will be resolved in courts located in Loudoun County, VA.