This Customer Terms of Service Agreement (“Agreement”) is entered into by and between Try Clara LLC (“Clara,” “we,” “our,” or “us”) and the entity or individual purchasing, accessing, or using any of our Services (“Customer,” “you,” or “your”).

If you are using the Services on behalf of an organization, you represent and warrant that you are authorized to bind that organization to this Agreement. In such cases, all references to “you” or “Customer” herein refer to that organization.

This Agreement governs your access to and use of Clara’s software-as-a-service platform, AI receptionist solutions, call and chat automation tools, and related services (“Services”).

By accessing or using the Services, you agree to be bound by this Agreement. If you do not agree, do not use the Services.

1. Definitions

• Affiliate: Any entity that controls, is controlled by, or is under common control with a party.

• Agreement: This Terms of Service, together with any Order Forms, attachments, or referenced policies.

• Clara Materials: All software, documentation, workflows, AI models, voice scripts, integrations, and other intellectual property provided by Clara.

• Customer Data: Any information, data, or content submitted by you or your users through the Services.

• Order Form: The ordering document (digital or written) executed by Customer and Clara for subscription Services.

• Services: Clara’s AI receptionist, call handling, scheduling, chat automation, integrations, and related SaaS offerings.

• Users: Individuals authorized by Customer to use the Services.

2. The Services

2.1 Access

Subject to this Agreement, Clara grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term solely for internal business purposes.

2.2 Software & Updates

Certain features may require you to install or connect software. Software may update automatically. Any open-source components will be governed by their respective licenses.

2.3 Ownership

All rights, title, and interest in the Services, Clara Materials, and related intellectual property belong exclusively to Clara. No rights are granted except as expressly provided herein.

2.4 Third-Party Products

The Services may integrate with third-party applications. Clara is not responsible for any third-party products or services and disclaims all liability arising from their use.

2.5 Free or Trial Services

Free trials are provided “as is” without warranty. Clara may suspend or terminate free access at any time.

3. Customer Data

3.1 Ownership

You retain all rights to Customer Data. Clara will not sell your data.

3.2 License to Clara

You grant Clara a limited license to use Customer Data for the purpose of delivering and improving the Services.

3.3 Aggregate & De-Identified Data

Clara may use anonymized and aggregated data to improve Services, provided it does not identify you or your users.

3.4 Security

Clara uses commercially reasonable measures to protect Customer Data. However, you are responsible for maintaining the security of your account and credentials.

4. Customer Responsibilities

You agree not to:

• Copy, resell, or distribute the Services.

• Use the Services for unlawful or harmful purposes.

• Reverse engineer or attempt to extract source code.

• Share access credentials outside of authorized Users.

• Use the Services in violation of applicable laws (including call recording, privacy, or data protection laws).

  
  

5. Fees & Payment

5.1 Fees

You agree to pay all fees as specified in the applicable Order Form or pricing page.

5.2 Billing & Payment

Unless otherwise agreed, payments are due within 30 days of invoice. Credit card and ACH payments authorize Clara to automatically charge your account.

5.3 Late Payments

Overdue amounts may incur interest of 1.5% per month or the maximum allowed by law. Clara may suspend Services for non-payment.

5.4 Taxes

Fees are exclusive of taxes. You are responsible for all applicable sales, use, and similar taxes.

6. Warranties & Disclaimers

• Each party represents that it has the authority to enter this Agreement.

• Services are provided “as is” without warranties of merchantability, fitness for a particular purpose, or error-free operation.

• Beta features are experimental and provided without guarantees.

  
  

7. Confidentiality

Each party agrees to protect the other’s confidential information with at least the same care it uses to protect its own. Confidential information may not be disclosed without prior written consent.

8. Term & Termination

8.1 Term

This Agreement remains in effect until terminated in accordance with this Section.

8.2 Termination for Cause

Either party may terminate this Agreement if the other materially breaches and fails to cure within 30 days.

8.3 Effect of Termination

Upon termination, your right to access Services ends immediately. Clara may delete Customer Data after termination unless otherwise required by law.

9. Indemnification

• Clara will indemnify you against claims that the Services infringe third-party intellectual property rights.

• Customer will indemnify Clara against claims arising from Customer Data, misuse of Services, or violations of this Agreement.

10. Limitation of Liability

To the fullest extent permitted by law:

• Neither party is liable for indirect, incidental, or consequential damages.

• Clara’s total liability will not exceed the fees you paid in the 12 months preceding the claim.

11. General Provisions

11.1 Relationship – The parties are independent contractors.

11.2 Notices – Notices must be sent to legal@tryclara.org or to the Customer’s registered address.

11.3 Assignment – Neither party may assign this Agreement without the other’s consent, except in connection with a merger or acquisition.

11.4 Governing Law – This Agreement is governed by the laws of the State of North Carolina.

11.5 Arbitration – Any disputes shall be resolved through binding arbitration in North Carolina under JAMS Rules. Claims must be brought individually, not as part of a class action.

11.6 Force Majeure – Neither party is liable for delays caused by events beyond reasonable control.

11.7 Entire Agreement – This Agreement constitutes the entire agreement and supersedes all prior terms.

Contact Us

For questions about these Terms, please contact us at:

legal@tryclara.org

Try Clara LLC – Raleigh, NC, USA