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You can see the current version here.

Clarity Movement Co.
Sales and Service Terms

Last Modified: December, 2020

Sales Terms

These Sales Terms (“Sales Terms”) apply by and between Customer and Clarity Movement, Co.  whose principal place of  business is  at  808 Gilman Street, Berkeley,  CA  94710,  USA (“Clarity”) and you (also referred to as “Customer”) when purchasing Clarity hardware products (“Products”) from Clarity via the online store on our website at https://clarity.io/ (“Site”) or through a signed Clarity Order Form for use with the of Clarity’s proprietary hosted service for monitoring the Products (the “Service”). Please carefully read these Sales Terms. By submitting an order for Products, either through the Site or an Order Form (each an “Order”), Customer is agreeing to be  legally bound by these Sales Terms. IF YOU DONOT UNDERSTAND OR ACCEPT ANY PART OF THESE SALES TERMS, DO NOT PLACE AN ORDER FOR THE PRODUCTS.

01. Orders

Upon receipt of Customer’s Order, Clarity reservesthe right, at its solediscretion, to accept or reject such Order at any timeand for any reason prior to shipment. For instance, Clarity may reject an Order if (i) the quantity of Products orderedexceeds the numberof Product available; (ii) additions, deletions or other changeshave been madeto applicable OrderForm; or (iii)Customer’s shipping or billingaddress are not in a country from which the Product may be purchased. Clarity will use reasonable commercial efforts to notify Customerin the event an Order is rejectedwith an email detailing thereasons for the rejection. If Customer’s Order is accepted, Clarity will send aconfirmation email confirming which will include an Order reference number thatCustomer can refer to in follow-up communications. Once Clarity has accepted an Order, the purchase pricefor the Order is non-cancellable and non-refundable exceptas otherwise expressly provided in these Sales Terms or as otherwise requiredby law.

02. Price

The Product prices set forth in the Order Form or posted on the Site do not include any shipping charges or taxes. Customer is responsible for all costs incurred in shipping the Products to the shipping address designated by Customer, including, without limitation, all freight charges, insurance, excise, sales, use, and other taxes or duties. Applicable shipping charges and taxes will be presented upon checkout from Clarity’s online store at the Site or otherwise described on the applicable Clarity quotation or Order Form for the Products.

03. Price Changes

All prices displayed by Clarity online are subject to change at any time without notice. Quotations prices are subject to change after expiration of the quotation. Product price changes do not affect the prices of any Order for Products that has been previously submitted and/or already accepted by Clarity when the price change takes effect.

04. Payment

By placing an Order for Products, Customer agrees to pay Clarity the applicable purchase price for the Products (including any shipping charges and taxes). For orders placed through the online store at the Site, Customer shall make payment using one of the approved payment vendors made available to Customer during the checkout process of the online store. For signed Clarity Order Forms, invoices will be sent to the billing contact identified in the Order Form and all amounts are due and payable within thirty (30) days from invoice date unless otherwise agreed in writing by Clarity and Customer. Payment will be charged or invoiced, as applicable, upon shipment of the Product to Customer. If the payment method Customer provides cannot be verified, or is invalid, delayed or otherwise not acceptable to Clarity, Customer’s Order may be suspended until Customer resolves such problem or the Order is cancelled. Delinquent payments shall bear interest at the rate of one percent (1%) per month (or if less, the highest rate permitted by law) from the payment due date until paid in full.

05. Shipping and Delivery

Any estimated arrival or delivery date for shipping the Products provided by Clarity is not a guaranteed delivery date for Customer’s order. Clarity will notify Customer if Product shipment will be delayed more than five (5) business days beyond the delivery window originally provided by Clarity. Title for Products purchased and risk of loss passes to Customer at the time of delivery by Clarity or its supplier to the freight carrier.


06. Personal Data

Customer acknowledges and agrees that Clarity may store, share, process and use data collected from Customer’s Order or otherwise provided by phone, fax or email for the purposes of processing the order. Clarity describes all policies related to its collection and use of personal data in its current Privacy Policy at https://clarity.io/privacy-policy, which is incorporated into these Sales Terms by this reference and which may be update from time to time in accordance with the terms  of the Privacy Policy.


07. Product Installation and Use

Customer should carefully read any instructions that come with the Product, including instructions or other documentation that may be available online at Clarity’s Site. Clarity is not responsible for any injury or damage caused by Customer or its installer’s installation  of the Product. Purchases of the Products are intended for end users only, and are not authorized for resale. Certain features of the Product may require an internet connection and Customer’s purchase of additional Clarity hosted services (“Service”).Clarity’s provision of the Service to Customer is subject to additional fees and the Clarity Service Terms (a current copy of which is available at https://clarity.io/service-terms).


08. Product Updates

Clarity may from time to time develop and make available to customers patches, bug fixes, updates, upgrades and other modifications (“Updates”) to improve the performance of the Products and/or to make the best possible use of the functionality of Product and related Clarity Service. Use of Updates may be subject to additional licensing terms. Subscription to the Service may automatically install such Updates on the Product without any additional notice. Customer acknowledges and consents to automatic updates of the Product.


09. Proprietary Rights

Clarity and its licensors own all patent, trademark, copyright, trade secret, or other proprietary or intellectual property right applicable to the Product, and the software therein. Customer agrees not to remove or obscure any copyright, patent, trademark, trade secret, restricted or limited rights, export restriction or similar notice affixed to any Product. Subject to these Sales Terms, Clarity grants Customer a limited, non-transferable, non-exclusive right to use the object code version of the software embedded in the Product solely for Customer’s internal business purposes.


10. Product Warranty

  1. Limited Warranty: Clarity warrants to Customer that the Product shall be substantially free of defects of materials and workmanship under normal use for the duration of Company’s paid subscription to the Service (“WarrantyPeriod”).
  2. Exclusions. Notwithstanding the foregoing, this limited warranty shall not apply to: (a) any Product that has been customized, altered or repaired by anyone other than Clarity or its authorized representative; (b) any Product that has been subjected to abuse, misuse, neglect, accident, physical damage, abnormal operation, improper handling and storage, exposure to fire, fluids, biological waste, hazardous materials, chemicals, excessive moisture or dampness, extreme changes in climate or temperature or other conditions beyond Clarity’ published limitations for the Product (including, without limitation, environmental conditions and power requirements); (c) any use or operation of the Product other than in accordance with Clarity’s instructions and published specifications for the Product and these SalesTerms; (d)  breakdowns, fluctuation or interruptions in electric power or the telecommunications network,(e) any non-Clarity products, even if packaged or sold with Clarity hardware.
  3. Remedies. Purchaser’s sole and exclusive remedy and Clarity’s and its suppliers sole and exclusive liability for a breach of this limited warranty shall be, at Clarity’s sole discretion, commercially reasonable efforts to repair or replace the non-conforming Product, or in the event Clarity is unable to repair or replace the non-conforming Product, refund the purchase price for such Product. Repair or replacement may be made with a new or refurbished product or components. If the Product or a component within it is no longer available, Clarity may, at its sole discretion, replace the Product with a similar product of similar function. Any Product that has been repaired or replaced under this limited warranty will be covered by the terms of this limited warranty for the remainder of the original Warranty Period.
  4. RMA Procedures. To make a warranty claim, Customer must contact Clarity within the Warranty Period and obtain a Return Materials Authorization ("RMA") from Clarity customer service. Customer shall return the Product with the RMA and all included accessories (and any promotional merchandise supplied with the Product) within the fourteen (14) days following the RMA issuance. If Clarity determines the Product is ineligible under this limited warranty, Customer will be responsible for all costs associated with returning the Product (including uninstallation and the cost of shipping the Product back to Clarity) and Clarity’s return shipping back to Customer of such ineligible Products.
  5. Warranty Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS LIMITED WARRANTY IS IN LIEU OF ANY OTHER WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, WRITTEN OR ORAL (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT) WITH RESPECT TO THE PRODUCT, THE MANUFACTURE, SALE, SUPPLYING OR FAILURE OR DELAY IN SUPPLYING OF THE PRODUCT OR THE USE, RESULTS OR DISPOSITION OF THE PRODUCT. CLARITY DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT CUSTOMER’S USE OF THE PRODUCT WILL BE ERROR-FREE OR THAT THE PRODUCT COMPLIES WITH ANY LOCAL OR STATE REQUIREMENTS, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL REGULATIONS.

11. Compliance with Laws

The Products are designed and certified for use in specific countries and Customer agrees to only use the Product in a location for which it has been certified. For information on current certifications for the Product, contact us at contact@clarity.io. Additionally, there may be laws, regulations, ordinances, building codes and other similar requirements applicable to where and how to install or use that Product in the jurisdiction in which Customer is located. It is solely Customer’s responsibility to determine and ensure that its use complies with all applicable laws, regulations and ordinances. In addition, the Products maybe subject to import and export laws and regulations in the United States and elsewhere. Customer must comply with all domestic and international import and export laws and regulations that apply in connection with  the Products and accepts responsibility for its use of the Products outside the United States.


12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL (A) CLARITY OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES TO CUSTOMER OR ANY THIRD PARTIES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE MANUFACTURE, SALE, SUPPLYING OR FAILURE OR DELAY IN SUPPLYING OF THE PRODUCT OR THE USE OF THE PRODUCT OR RESULTING DATA, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF CLARITY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND (B) CLARITY AND ITS SUPPLIERS’ TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE PRODUCTS, WHETHER IN CONTRACTOR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO CLARITY FOR THE PRODUCT AT ISSUE IN THE PRIOR SIX (6) MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. This Section and all limitations will apply even if the above stated remedy fails of its essential purpose or if the other party knew or should have known of the possibility of such damages.

13. Export

In addition, the Products may be subject to import and export laws and regulations in the United States and elsewhere. Customer must comply with all domestic and international import and export laws and regulations that apply in connection with the Products and accepts responsibility for its use of the Products outside the UnitedStates.

14. Notifications

By submitting an order for Products, Customer consents to receiving certain electronic communications from Clarity as further described in Clarity’s Privacy Policy. Please read the Privacy Policy to learn more about choices regarding Clarity’s electronic communications practices. Clarity may provide notifications to Customer as required by law or for marketing or other purposes via (at its option) email to the contact email associated with Customer’s Clarity account, hard copy, or posting of such notice on the Clarity websites. Customer agree that any notices, agreements, disclosures, or other communications that Clarity sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing. Clarity is not responsible for any automatic filtering Customer or its network provider may apply to email notifications.

15. Force Majeure

Clarity will not be liable or responsible for any failure to perform, or delay in performance of, any of Clarity’s obligations under a contract that is caused by an act or event beyond Clarity’s reasonable control, including without limitation acts of God, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, terrorist attack, war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

16. Governing Law and Jurisdiction

These Sale Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws principles. Customer agrees to submit to the personal jurisdiction of the state and federal courts in or for San Francisco, California for the purpose of litigating all such claims or disputes.

17. General

These Sales Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Sales Terms, are the entire and exclusive understanding and agreement between Customer and Clarity regarding Customer’s offer to purchase a Product and the other matters described in these Sales Terms. These Sales Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Sales Terms. Customer may not assign its rights under these Sales Terms without Clarity’s prior written consent. Customer expressly agrees and acknowledges that Sales Terms inures to the benefit of Clarity, its affiliates, transferees, and successors. If any provision of these SalesTerms shall be held illegal, unenforceable, or in conflict with any law of any authority having jurisdiction over these Sales Terms, the validity of the remaining portions or provisions hereof shall remain in full force and affect. Failure or delay by us to enforce any these Sales Terms will not constitute a waiver of either party’s rights against the other and does not affect a party’s right to require future performance under these Sales Terms.



Service Terms

These Service Terms (“Service Terms”) apply by and between Customer and Clarity Movement, Co. whose principal  place of  business  is at  410 12th St.  Suite 250,  Oakland, CA  94607,   USA (“Clarity”)  and you (also  referred to  as  “Customer”) when  purchasing a subscription to Clarity’s software-as-a-service tool for monitoring Clarity  hardware products to the extent applicable to your order from Clarity. Please carefully read these Service Terms. By submitting an order for the Service, Customer is agreeing to be legally bound by these Service Terms in addition to Clarity Service Terms. IF YOU DO NOT UNDERSTAND OR ACCEPT ANY PART OF THESE SERVICE TERMS, DO NOT PLACE AN ORDER FOR THE SERVICE.

01. Definitions

  1. "Authorized Users” means Customer’s employees and other individuals who Customer has authorized to use the Service.
  2. “Documentation” means the online guides, and documentation made available by Clarity relating to the deployment and use of the Software, as may be updated by Clarity from time to time.
  3. “Fees” means the fees and expenses set forth in each Order.
  4. “Intellectual Property Rights” means all forms of proprietary rights, titles, interests, and ownership relating to patents, copyrights, trademarks, trade dresses, trade secrets, know-how, mask works, moral rights, and all similar rights of every type that may exist now or in the future in any jurisdiction, including without limitation all applications and registrations therefore and rights to apply for any of the foregoing.
  5. “Order” means an order form entered into by Clarity and Customer for Service, to which these Service Terms are incorporated by reference, either via the online store on Clarity’s website or through a signed Clarity Order Form.
  6. “Product(s)” means Clarity’s hardware product(s) purchased by Customer.
  7. “Product Data”means data collected and stored within a Product and/or transmitted to Clarity in the course of using the Service.
  8. “Usage Limitations” means monthly bandwidth caps and other limits and restrictions applicable to Customer’s use of the Service, as set forth in an Order.
  9. “Service” means the version of Clarity’s proprietary hosted service for monitoring the Products that is referred to in the applicable Order.
  10. “Site” means Clarity’s website located at https://clarity.io/ or such other URL referred to in the applicable Order.
  11. “Subscription Term” means the subscription term listed in an Order for the Service.

02. The Service

  1. Provision of the Service. Subject to all terms and conditions of these Service Terms, Clarity grants Customer a non-transferable, non-exclusive, right during the Subscription Term to (i) access and use the Service set forth on the applicable Order Form solely for purpose of controlling and monitoring Customer’s Products in accordance with the applicable Usage Limitations, and (ii) use, and reproduce the reports provided by the Service, and distribute or publicly display such reports but not such reports in whole. Clarity reserves the right to modify and update the features and functionality of the Service from time to time. Except for as expressly set forth herein, Customer is solely responsible for purchasing and configuring all hardware, software, network connectivity and services (including Products) that may be necessary or desirable for Customer’s use of the Service.
  2. Restrictions. Customer agrees not to use the Service other than as authorized in its Order and these Service Terms. Except as expressly permitted under Section 2.a, Customer may not attempt  to, nor allow any third party to: (i) resell, distribute, rent, lease, lend, sublicense, transfer or share the Service with any third party, (ii) decompile, reverse engineer, or disassemble or attempt to discover any source code for the technology which provides the Service or interfere with its functionality, (iii) access the Service for competitive purposes; (iv) modify, remove, or obscure any copyright, trademark, patent or other notices or legends that appear on the Service or during the use and operation thereof; (v) publicly disseminate performance information or analysis (including benchmarks) relating to the Service; (vi) disable or circumvent any security features of the Service  or permit unauthorized access to the Service; (vii) access or use the Service for competitive purposes; or (viii) use the Service in a manner which violates or infringes any laws, rules, regulations, third party Intellectual Property Rights, or third party privacy rights. Customer may not use any automated means, including agents, robots, scripts, or spiders, to access or manage the Service, except solely to the extent as may be specifically enabled and authorized by Clarity in writing.
  3. Accounts. Customer is responsible for any activity occurring under Customer’s account and for the Authorized Users compliance with these Service Terms. Customer shall, and shall instruct its Authorized Users to, use all reasonable means to secure user names and passwords, and shall promptly notify Clarity if it suspects that any user name and password has been compromised.
  4. Third Party Services and Modifications. The Service may include features or functionality that interoperate with online services operated by third parties (such services, “Third-Party Services”), pursuant to agreements between Clarity and the operators of such Third-Party Services (such agreements, “Third-Party Agreements” and such operators, “Operators”) or through application programming interfaces or other means of interoperability made generally available by the Operators (“Third-Party APIs”) which Clarity does not control. Third-Party Agreements and Third- Party APIs (and the policies, terms and rules applicable to Third-Party APIs) may be modified, suspended or terminated at anytime. Any such modification, suspension or termination shall not affect any payment obligations under these Service Terms and Clarity shall have no liability with respect thereto. Without limiting the foregoing, Customer is responsible for ensuring that Customer’s use of the Service in connection with Third-Party Services complies with all policies, terms and rules applicable thereto.

03. Proprietary Rights and Data

  1. Clarity IP. Clarity and its licensors own all Intellectual Property Rights applicable to the Service (including without limitation all underlying technology used to provide of the Service, and any modifications or enhancements) and any other related materials provided by Clarity to Customer. Nothing herein shall be construed to transfer any rights, title or ownership of the Service Materials or any Clarity software, technology, materials, information or Intellectual Property Rights to Customer. Customer is not required to provide any ideas, feedback or suggestions regarding any of Clarity’s products or services (“Feedback”) to Clarity. If Customer elects to provide Feedback, Clarity may freely use and exploit in any manner such Feedback without payment of any royalties or other consideration to Customer or other obligations or restrictions.
  2. Personal Data. Customer acknowledges and agrees that Clarity may store, share, process and use data collected from Customer’s Order and the Authorized Users for the purposes of processing the Order and providing the Service. Clarity describes all policies related to its collection and use of data in its current Privacy Policy at https://clarity.io/privacy-policy, which is incorporated into these Service Terms by this reference and which may be update from time to time in accordance with the terms of the Privacy Policy.
  3. Product Data. During the Subscription Term, Customer’s Products, will collect Product Data which will be transmitted from Customer’s Products to Clarity. As between the Clarity and Customer, Customer shall own all right, title and interest in the Product Data provided to Clarity and Customer hereby grants Clarity perpetual right to use, reproduce, modify, distribute the Product Data transmitted to Clarity for the purpose of (i) providing and improving the Service, (ii) as may be required by law or legal process, or (iii) in an aggregated and anonymized manner which does not specifically identify Customer or its Authorized Users. Product Data is private by default, which means that only Customer and its Authorized Users have access to the Product Data in Customer’s Account  and Clarity will not resell, reuse or distribute, or permit any third party to resell, reuse or distribute any of Company’s Product Data, except that Customer can affirmatively select the option, in its sole discretion, to share its Product Data on Clarity’s open data portal (“Open Map”), and upon such selection, Customer grants Clarity an irrevocable, perpetual, transferable, sublicensable and worldwide license under any rights Company owns such Product Data, to view, use, copy and distribute such Product Data.  Any Product data licenses under the foregoing sentence will not be displayed or distrusted in a manner that is identified as being provided by Company.

04. Payment

Customer agrees to pay Clarity the applicable purchase price for the Products (including any shipping charges and taxes). By placing an Order for Products, Customer agrees to pay Clarity the applicable purchase price for the Service set forth in the applicable Order (including any taxes). For orders placed through the online store at the Site, Customer shall make payment using one of the approved payment vendors made available to Customer during the checkout process of the online store. For signed Clarity Order Forms, invoices will be sent to the billing contact identified in the Order Form and all amounts are due and payable within thirty (30) days from invoice date unless otherwise agreed in writing by Clarity and Customer. Payment will be charged or invoiced, as applicable, upon initiation of Service to Customer. Customer’s use of the Service may be suspended if Clarity is unable to process Customer’s payment for any reason or if Customer’s account is otherwise past due. Delinquent payments shall bear interest at the rate of one percent (1%) per month (or if less, the highest rate permitted by law) from the payment due date until paid in full.

05. Term; Termination

  1. Term. These Service Terms shall be effective as of the initial Order Date, and shall continue in full force and effect for so long as the Customer has an active subscription to the Service unless earlier terminated in accordance with these ServiceTerms.
  2. Termination.

    i.) Either party may terminate an individual Service Order in accordance with the termination provisions (if any) described in the applicable Service Order.

    ii.) Either party may terminate these Service Terms or any applicable Service Order effective immediately if the other party is in material breach of any obligation, representation or warranty hereunder and fails to cure such material breach (if capable of cure) within thirty (30) days (or ten (10) days in the event of breach of payment obligations) after receiving written notice of the breach from the non-breaching party.
  3. Suspension. Clarity may also terminate Customer’s access to or use of the Service and/or terminate these Service Terms at any time if Clarity reasonably determines that (i) Customer is using the Service in a manner that creates a security vulnerability or harms Clarity’s system or network; or (ii) Customer or any Authorized User attempts to access or use the Service in an unauthorized manner, or otherwise violates or infringes any laws, rules, regulations, third party Intellectual Property Rights, or third party privacy rights
  4. Effect of Termination. All rights and obligations of the parties under Sections 3,4, 5.d, and 7 through 16 shall survive expiration or termination of these Service Terms.

06. Warranties

  1. Mutual Warranties. Each party represents and warrants to the other party that: (i) it has the full power and authority to enter into these Service Terms; and (ii) the performance of its obligations under these Service Terms does not violate any other agreement to which it is a party.
  2. Service Warranty. Clarity warrants that during the applicable Subscription Term: (i) the Service will function substantially in accordance with the Documentation, and (ii) such functionality will    not be materially decreased. Customer’s sole and exclusive remedy for Clarity’s breach of the foregoing warranty will be for Clarity to use commercially reasonable efforts to modify the Service to achieve in all material respects the warranted functionality and if Clarity cannot restore such functionality, Customer will be entitled to terminate the applicable Service Order and receive a pro rata refund of the unused Subscription Fees previously paid for the terminated portion of the then- current Subscription Term. Clarity shall have no obligation with respect to a warranty claim unless notified of such claim within sixty (60) days of the first instance of any material functionality problem. This Service warranty only applies if the Service has been used in accordance with the Documentation, these Service Terms, and applicable law.

07. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTY SET FORTH IN SECTION 6.B IS IN LIEU OF ANY OTHER WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, WRITTEN OR ORAL (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT) WITH RESPECT TO THE SERVICE. CLARITY DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT CUSTOMER’S USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THE OVERALL SYSTEM THAT MAKES THE SERVICE AVAILABLE (INCLUDING BUT NOT LIMITED TO THE INTERNET, OTHER TRANSMISSION NETWORKS, AND CUSTOMER’S LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

CLARITY DOES NOT WARRANT THAT PERFORMANCE OF THE SERVICE OR PRODUCT COMPLIES WITH ANY LOCAL OR STATE REQUIREMENTS, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL REGULATIONS. THE SERVICE ENABLES THE CUSTOMER TO COLLECT PRODUCT DATA REGARDING THE PRODUCTS AT THE LOCATION WHERE THE PRODUCTS ARE INSTALLED (“LOCATION”). ALL PRODUCT DATA COLLECTED BY CLARITY AND PROCESSED BY THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. CLARITY CANNOT GUARANTEE THAT IT IS CORRECT OR UP TO DATE. IN CASES WHERE IT IS CRITICAL, ACCESSING PRODUCT DATA THROUGH THE SERVICE IS NOT A SUBSTITUTE FOR DIRECT ACCESS OF THE INFORMATION AT THE LOCATION. FURTHERMORE, CUSTOMER UNDERSTANDS THAT THE PRODUCTS AND SERVICE, WHETHER STANDING ALONE OR INTERFACED WITH THIRD-PARTY PRODUCTS OR SERVICES, ARE NOT SPECIFICALLY DESIGNED AS A LEGAL COMPLIANCE TOOL, INCLUDING WITH RESPECT TO APPLICABLE LAWS RELATING TO AIR QUALITY AND MONITORING AT THE LOCATION. CUSTOMER MAY ELECT TO USE THE PRODUCTS FOR SUCH PURPOSES, HOWEVER IT IS CUSTOMER’S SOLE RESPONSIBILITY TO DETERMINE HOW TO ACT UPON THE DATA THE SERVICE PROVIDES.

CLARITY IS NOT RESPONSIBLE FOR THIRD PARTIES OR THEIR PRODUCTS AND SERVICES. CLARITY HEREBY DISCLAIMS AND CUSTOMER HEREBY DISCHARGES, WAIVES AND RELEASES CLARITY AND CLARITY’S SUPPLIERS, LICENSORS, PARTNERS, AFFILIATES, CONTRACTORS, EMPLOYEES AND AGENTS FROM ANY PAST, PRESENT, AND FUTURE CLAIMS, LIABILITIES, AND DAMAGES, KNOWN ORUNKNOWN, ARISING OUT OF ORRELATING TO CUSTOMER’S INTERACTIONS WITH SUCH THIRDPARTIES AND THEIR PRODUCTS AND SERVICES.

08. Indemnification

  1. Customer Indemnity. Customer agrees to, at its own expense, indemnify, hold harmless, defend and/or settle any claim, action or suit brought by a third party against Clarity or its directors, officers or employees (“Clarity Indemnitees”) arising out of or relating to Customer’s (i) use of the Products or Service in a manner which violates or infringes any laws, rules, regulations, third party Intellectual Property Rights, or third party privacy rights or (ii) publication, display or otherwise sharing access to Product Data (a “Claim”).
  2. Clarity Indemnity. Clarity agrees to, at its own expense, defend and/or settle any claim, action or suit brought by a third party against Customer, or its directors, officers and employees (“Customer Indemnitees”), arising from a third party claim that the Customer’s operation of the Service infringes such third party’s Intellectual Property Rights (unless Customer’s use of the Service was in a manner for which Customer is indemnifying Clarity under Section 8.a above) (an “IP Claim”), Clarity will pay those amounts finally awarded by a court of competent jurisdiction against the Customer Indemnitees or (subject to the terms of Section 8.c) payable pursuant to a settlement agreement with respect to the IP Claim. If Clarity, in its sole discretion, believes an IP Claim or an adverse judgment in connection with an IP Claim is likely, then Clarity may, at its option, (a) obtain a license from such third-party claimant that allows Customer to continue the use of the Service, (b) modify the Service so as to be non-infringing, or (c) if neither (a) nor (b) is available to Clarity on commercially reasonable terms, terminate these Service Terms upon written notice to Customer and provide Customer a pro rata refund of the unused Subscription Fees previously paid for the terminated portion of the then-current Subscription Term. Clarity will have no obligation or liability relating to any IP Claim that: (x) is based on modification or customization of the Service at the direction of Customer or any third party; (y) is based on the combination or use of the Service (or any component of either) with any software, hardware, system, method, device or materials not provided or required by Clarity; or (z) results from Customer’s use of the Service in a manner that is inconsistent with its intended use or is in breach of these Service Terms. This Section 8.b sets forth the entire liability of Clarity and the sole and exclusive remedy of Customer in the event of any claim that the Service infringes any third party Intellectual Property Right.
  3. Indemnification Procedure. Each party shall promptly notify the other party in writing of any action for which such party believes it is entitled to be indemnified pursuant to Section 8.a or Section 8.b. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Claim or IP Claim and employ counsel qualified to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this Section 9.c will not relieve the Indemnitor of its obligations under this Section 9 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor may settle a Claim or IP Claim so long as any settlement (i) does not, without Indemnitee’s prior written approval, (x) involve the admission of any wrongdoing by any Indemnitee, (y) restrict any Indemnitee’s future actions, or (z) require any Indemnitee to take any action, including the payment of money, and (ii) includes a full release of the Indemnitees.


09. Confidentiality

Each party shall keep confidential the terms of these Service Terms, all information and materials provided or made available by the other party, whether or not marked as confidential or proprietary that the receiving party knows or should have reasonably known is confidential or proprietary at the time of disclosure (“Confidential Information”). For clarity, the features, functionality and content of the Service (excluding Product Data), any Documentation, the Fees charged in connection with the Service and any information regarding planned modifications or updates to the Service or other Clarity products and services constitutes Confidential Information of Clarity. Each party shall keep and instruct its employees and agents, and in the case of Clarity, its third-party contractors, to keep the other party’s Confidential Information confidential by using at least the same care and discretion as used with that party’s own confidential information, but in no case less than a prudent and reasonable standard of care. Neither party shall use the other party’s Confidential Information for purposes other than performing its obligations hereunder or as otherwise authorized by the disclosing party. Information or materials shall not constitute Confidential Information if it is: (i) in the public domain through no fault of the receiving party, (ii) known to the receiving party prior to the time of disclosure by the disclosing party, (iii) lawfully and rightfully disclosed to the receiving party by a third party on a non-confidential basis, or (iv) developed by the receiving party without reference to Confidential Information. A receiving party may disclose Confidential Information of the other party when required by law or legal process, provided that the receiving party promptly provide notice to the disclosing party of such request or requirement so the disclosing party may seek appropriate protective orders. If a party, its employees or agents breaches or threatens to breach the obligations of this Section 10, the affected party may seek injunctive relief from a court of competent jurisdiction, in addition to its other remedies, as the inadequacy of monetary damages and irreparable harm are acknowledged.

10. Compliance with Laws

The Products are designed and certified for use in specific countries so Customer agrees to only use the Service with Products that have been certified for the location in which Customer has installed such Products. For information on current certifications for the Products, contact us at contact@clarity.io. Additionally, there may be laws, regulations, ordinances, building codes and other similar requirements applicable to where and how to install or use that Product in the jurisdiction in which Customer is located. It is solely Customer’s responsibility to determine and ensure that its use of the Service complies with all applicable laws, regulations and ordinances. In addition, the Products may be subject to import and export laws and regulations in the United States and elsewhere. Customer must comply with all domestic and international import and export laws and regulations that apply in connection with the Products and accepts responsibility for its use of the Products outside the United States.

11. Limitation of Liability

  1. Limitation on Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL (A) CLARITY OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES TO CUSTOMER OR ANY THIRD PARTIES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE MANUFACTURE, SALE, SUPPLYING OR FAILURE OR DELAY IN SUPPLYING OF THE SERVICE OR THE USE OF THE PRODUCT OR RESULTING PRODUCT DATA, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF CLARITY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND (B) CLARITY AND IT SUPPLIER’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO CLARITY FOR THE SERVICE IN THE PRIOR SIX (6) MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. This section and all limitations will apply even if the above stated remedy fails of its essential purpose or if the other party knew or should have known of the possibility of such damages.
  2. Customer Decisions. PRODUCT DATA IS PROVIDED FOR INFORMATIONAL PURPOSES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL DECISIONS REGARDING THE CONDUCT OF CUSTOMER’S BUSINESS, AND UNDER NO CIRCUMSTANCES SHALL CLARITY BE LIABLE FOR SUCH DECISIONS OR THE CONSEQUENCES OF SUCH DECISIONS, REGARDLESS OF THE EXTENT TO WHICH SUCH DECISIONS MAY BE MADE IN RELIANCE ON PREDICTIONS AND OTHER INFORMATION PROVIDED BY THE SERVICE.

12. Publicity

Customer agrees Clarity is permitted to use Customer’s name and logo for the purpose of listing Customer as a client of the Clarity in external communications, marketing materials, and on Clarity’s website.

13. Notifications

By submitting an order for Products, Customer consents to receiving certain electronic communications from Clarity as further described in Clarity’s PrivacyPolicy. Please read Clarity’s Privacy Policy to learn more about choices regarding Clarity’s electronic communications practices. Clarity may provide notifications to Customer as required by law or for marketing or other purposes via (at its option) email to the contact email associated with Customer’s Clarity account, hard copy, or posting of such notice on the Clarity websites. Customer agree that any notices, agreements, disclosures, or other communications that Clarity sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing. Clarity is not responsible for any automatic filtering Customer or its network provider may apply to email notifications.

14. Force Majeure

Clarity will not be liable or responsible for any failure to perform, or delay in performance of, any of Clarity’s obligations under a contract that is caused by an act or event beyond Clarity’s reasonable control, including without limitation acts of God, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, terrorist attack, war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

15. Governing Law and Jurisdiction

These Service Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws principles. Customer agrees to submit to the personal jurisdiction of the state and federal courts in or for San Francisco County, California for the purpose of litigating all such claims or disputes.

16. General

These Service Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Service Terms, are the entire and exclusive understanding and agreement between Customer and Clarity regarding Customer’s offer to purchase the Service and the other matters described in these Service Terms. These Service Terms may be amended only by  a written agreement signed by authorized representatives of the parties to these Service Terms. Customer may not assign its rights under these Service Terms without Clarity’s prior written consent. Customer expressly agrees and acknowledges that these Service Terms inure to the benefit of Clarity, its affiliates, transferees, and successors. If any provision of these Service Terms shall be held illegal, unenforceable, or in conflict with any law of any authority having jurisdiction over these Service Terms, the validity of the remaining portions or provisions hereof shall remain in full force and affect. Failure or delay by us to enforce any these Service Terms will not constitute a waiver of either party’s rights against the other and does not affect a party’s right to require future performance under these Service Terms.