TERMS OF SERVICE

CLEARVIEW CONSENT TERMS OF SERVICE

 

IMPORTANT, READ CAREFULLY: YOUR USE OF AND ACCESS TO THE CLEARVIEW AI, INC. APIs. AND ITS AFFILIATES, SUBSIDIARIES AND RELATED ENTITIES APIs (COLLECTIVELY, “CLEARVIEW”) IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS. PLEASE REVIEW THOROUGHLY BEFORE ACCEPTING.
 

BY CLICKING/CHECKING THE “I AGREE” BUTTON/BOX or ACCESSING THE CLEARVIEW APIs, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL EXHIBITS, ORDER FORMS, AND INCORPORATED POLICIES (THE “AGREEMENT”, OR “TERMS”). CLEARVIEW APIs ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS OF SERVICE.
This Agreement is between Clearview AI, Inc., a Delaware corporation with a business address of 99 Wall Street, #5730, New York, NY 10005, and you, including your respective affiliates, subsidiaries, and related entities (collectively, “you” or “Customer”).

 “APIs” means a set of Clearview application programming interfaces, software code, tools, unique access key or link assigned, documentation, information, or materials with the functions and procedures that allow the creation of applications, programs, products and websites, which makes use of the features and algorithm of Clearview, Cloud Product, Hardware Product, other developer services, and associated software. The term “Cloud Product” shall refer to the Clearview Consent API key, product, services, and upgrades delivered to you through a hosted cloud. The term “Hardware Product” shall refer to the Clearview Consent API key, product, services, and upgrades which is installed on your own hardware or equipment. By accessing, purchasing, or using our APIs, you are agreeing to the terms below. Collectively, we refer to the terms below, our Privacy Policy, the Order Form, terms within the accompanying API documentation, and any applicable policies and guidelines as the "Terms."

If you purchase an API through an on-line registration page, a trial account, through an Authorized Reseller, or an order form (each an “Order Form”), the Order Form may contain additional terms and conditions and information regarding the services you are ordering. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the API which you choose to use, those additional terms are hereby incorporated into these Terms in relation to your use of that API. If there is a conflict between these Terms and additional terms applicable to a given API in an Order Form, the additional terms will control for that conflict. You agree to comply with the Terms and that the Terms control your relationship with us. Please read all the Terms carefully. If you use the APIs as an interface to, or in conjunction with other Clearview products or services, then the terms for those other products or services also apply. 


Under the Terms, "Clearview" means Clearview AI, Inc., with a place of business at 99 Wall Street, #5730, New York, NY, 10005, United States, unless set forth otherwise in additional terms applicable for a given API. We may refer to "Clearview" as "we", "our", or "us" in the Terms. 

I. ACCOUNT AND REGISTRATION

a. Accepting the Terms

You may not use the APIs and may not accept the Terms if (a) you are not of legal age to form a binding contract with Clearview, or (b) you are a person barred from using or receiving the APIs under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the APIs.

You acknowledge and agree that by clicking on a button labeled "SUBMIT", "DOWNLOAD", "I ACCEPT" or such similar links or methods as may be designated by us to download the Clearview APIs to accept the terms and conditions of these Terms, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE CLEARVIEW APIS. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.

b. Entity Level Acceptance

If you are using the APIs on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to "you" in the Terms refer to that entity).

 

c. Registration

In order to access certain APIs you may be required to provide certain information (such as identification or contact details) as part of the registration process for the APIs, or as part of your continued use of the APIs. Any registration information you give to Clearview will always be accurate and up to date and you'll inform us promptly of any updates. 

 

Any unauthorized use of the APIs, including without limitation for any fraudulent or competitive purpose, is strictly prohibited and may result in suspension or termination of your agreement with us and/or legal action. In addition, you must NOT:
 

  • falsely claim an identity other than your own or one you are establishing on behalf of another person with their specific authority;
     

  • falsely claim that you are associated with another person or entity;
     

  • disguise the origin of information transmitted to, from, or through the APIs;  and
     

  • circumvent any measures implemented by Clearview aimed at preventing violations of these Terms.

 

d. Subsidiaries, Affiliates & Authorized Resellers

Clearview has subsidiaries and affiliated legal entities around the world. These companies may provide the APIs to you on behalf of Clearview and the Terms will also govern your relationship with these companies.
 

You may also have the option to receive access to the APIs through a Clearview Authorized Reseller. “Authorized Reseller” means an entity that is authorized by Clearview to sell and market Clearview APIs pursuant to a separate agreement executed between Authorized Reseller and Clearview.

II. USING OUR APIs

a. Your End Users

You will require your end users to comply with (and not knowingly enable them to violate) applicable law, regulation, and the Terms.

 

b. Compliance with Law, Third Party Rights, and Other Clearview Terms of Service

You will comply with all applicable law, regulation, and third party rights (including, without limitation, laws regarding the import or export of data, biometric data, or software, privacy, and local laws). You will not use the APIs to encourage or promote illegal activity or violation of third party rights. You will not violate any other terms of service with Clearview (or its affiliates).

You acknowledge and agree that any and all data obtained by you using the APIs or with your API Programs will be lawfully obtained, in accordance with all applicable laws, including, without limitation, laws relating to biometric and data privacy. It is solely your responsibility to obtain all necessary consents from those whose data you collect and you will be required to indemnify and defend Clearview for any and all claims arising from your breach of this section. Prior to using any APIs, you will  obtain informed, written consent to the creation and use of facial vectors from any person who appears in any image that you submit, store, search, or use within the APIs, API Product, Cloud Product or the Hardware Product. 

c. License Grant

Subject to these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-assignable license to download, install and use a single copy of the Clearview API, including any online or enclosed documentation, data distributed to your computer for processing and any future programming fixes, updates and upgrades provided to you, onto a network server or computer workstation for your sole use to install, interact with and utilize the Clearview APIs, including the content and features contained therein. For the Hardware Product, this license may not be shared, transferred to or used concurrently on different servers or workstations, and Clearview may require you to install future programming fixes, updates and upgrades provided to you for the APIs.


d. Permitted Access

You will only access (or attempt to access) an API by the means described in the documentation of that API and for the Approved Purpose (as defined in the Order Form) If Clearview assigns you developer credentials (e.g. client IDs), you must use them with the applicable APIs. You will not misrepresent or mask either your identity or your API Program's identity when using the APIs or developer accounts.

e. API Limitations

Clearview sets and enforces limits on your use of the APIs (e.g. limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion. You agree to, and will not attempt to circumvent, such limitations documented with each API. If you would like to use any API beyond these limits, you must obtain Clearview's express consent (and Clearview may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, contact the relevant Clearview API team for information (e.g. by using the Clearview developers console).

 

f. Limited Storage

You understand that Clearview may offer various storage plans for face templates in your API. Clearview reserves the right to charge additional fees for such storage plans, all of which will be set forth in your Order Form or related API documentation. If you exceed the amount, Clearview will bill you in the following billing cycle for additional storage used in the current month. For details on pricing for additional storage, please email info@clearview.ai.

 

g. Communication with Clearview

We may send you certain communications in connection with your use of the APIs. Please review the applicable API documentation for information about opting out of certain types of communication.

 

h. Feedback

If you provide feedback or suggestions about our APIs, then we (and those we allow) may use such information without obligation to you.

i. Non-Exclusivity

The Terms are non-exclusive. You acknowledge that Clearview may develop products or services that may compete with the API Programs or any of your other products or services. 

 

j. Non-Compete

You are strictly prohibited from using the APIs or creating an API Program to develop or create any products or services which compete with the APIs, Clearview AI (the open internet search engine for law enforcement), or other known Clearview products and services. Furthermore, you are prohibited from reselling or distributing the APIs without any further modification to the APIs rendering it as an API Program.  

III. YOUR API PROGRAMS 

a. API Programs and Monitoring

The APIs are designed to help you enhance your products, websites and applications ("API Program(s)"). YOU AGREE THAT CLEARVIEW MAY MONITOR USE OF THE API’S TO ENSURE QUALITY, IMPROVE CLEARVIEW PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS. This monitoring may include Clearview accessing and using your API Program, for example to identify security issues that could affect you, Clearview, or its users. You will not interfere with this monitoring. Clearview may use any technical means to overcome such interference. Clearview may suspend access to the APIs by you or your API Program without notice if we reasonably believe that you are in violation of the Terms.

You will not use any automatic or manual device or process to interfere or attempt to interfere with the proper working of the Clearview APIs, except to remove the Clearview APIs from a computer of which you are an owner or authorized user in a manner permitted by these Terms. You may not violate or attempt to violate the security of the Clearview APIs. Clearview reserves the right to investigate occurrences which may involve such violations, and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations.

 

b. Security

You will use commercially reasonable efforts to protect user information collected by your API Program, including personal data, from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.

Security, Bugs, and Harmful Code. You will ensure that each API Program is developed with and contains protections that are adequate to keep secure and prevent the interception of any APIs transmitted to or from such API Program. You will ensure that each API Program transmits data with protocols that are at least as secure as those being used by the Clearview APIs, and in any event with protocols as secure as 128-bit SSL encryption. You will not attempt to circumvent any security measures or technical limitations of the APIs. You will immediately notify Clearview of any security deficiencies, vulnerabilities, or bugs that you discover, or suspect have resulted in or that reasonably may result in any theft, loss, misuse, or unauthorized access to or use of Clearview data or the APIs.
 

c. Ownership

Clearview does not acquire ownership in the API Programs’ data, and by using our APIs, you do not acquire ownership of any rights in our APIs or the content that we provide through our APIs.

d. User Privacy and API Programs

You will comply with all applicable privacy laws and regulations including those applying to personal data and the data collected with your API Program. You will provide and adhere to a privacy policy for your API Program that clearly and accurately describes to users of your API Program what user information you collect and how you use and share such information (including for advertising) with Clearview and third parties.

IV. PROHIBITIONS AND CONFIDENTIALITY

 

a. API Prohibitions - When using the APIs, you may not (or allow those acting on your behalf to):
 

  1. Sublicense an API for use by a third party. Consequently, you will not create an API Program that functions substantially the same as the APIs and offer it for use by third parties.
     

  2. Perform an action with the intent of introducing to Clearview products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
     

  3. Defame, abuse, harass, stalk, or threaten others.
     

  4. Export or re-export the Clearview APIs in violation of United States export laws or use the Clearview APIs to, or in any way that would violate any applicable law, regulation or ordinance.
     

  5. Interfere with or disrupt the APIs or the servers or networks providing the APIs.
     

  6. Infringes any third party's intellectual property or other proprietary right.
     

  7. Performs any unsolicited commercial communication not permitted by applicable law.
     

  8. Promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements.
     

  9. Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
     

  10. Use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems).
     

  11. Remove, obscure, or alter any Clearview terms of service or any links to or notices of those terms.
     

  12. Unless otherwise specified in writing by Clearview, Clearview does not intend use of the APIs to create obligations under the Health Insurance Portability and Accountability Act, as amended ("HIPAA"), and makes no representations that the APIs satisfy HIPAA requirements. If you are (or become) a "covered entity" or "business associate" as defined in HIPAA, you will not use the APIs for any purpose or in any manner involving transmitting protected health information to Clearview unless you have received prior written consent to such use from Clearview.

b. Confidential Matters

Developer credentials (such as passwords, keys, and client IDs) are intended to be used by you and identify your API Program. You will keep your credentials confidential and make reasonable efforts to prevent and discourage other API Programs from using your credentials. Developer credentials may not be embedded in open source projects.

 

Our communications to you and our APIs may contain Clearview confidential information. Clearview confidential information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without Clearview's prior written consent. Clearview confidential information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose Clearview confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.

V. CONTENT

a. Content Accessible Through our APIs

Our APIs may contain some third party content (such as text, images, videos, audio, or software). To the extent this is applicable to the API Program that you use, this content is the sole responsibility of the person that makes it available. We may sometimes review content to determine whether it is illegal or violates our policies or the Terms, and we may remove or refuse to display content. Finally, content accessible or provided by Clearview through our APIs may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law. Your access to the content provided by the API may be restricted, limited, or filtered in accordance with applicable law, regulation, and policy.

 

Clearview APIs are incorporated into, and may incorporate, technology, software and services owned and controlled by third parties. Use of such third party software or services is subject to the terms and conditions of the applicable third party license agreements, and you agree to look solely to the applicable third party and not to Clearview to enforce any of your rights. All modifications or enhancements to the Clearview APIs remain the sole property of Clearview. Clearview reserves the right to add additional features or functions to the Clearview APIs. When installed on your computer, the Clearview APIs periodically communicates with Clearview servers. You acknowledge and agree that Clearview has no obligation to make available to you any subsequent versions of its software applications.

b. Submission of Content

Some of our APIs allow the submission of content. Clearview does not acquire any ownership of any intellectual property rights in the content that you submit to our APIs through your API Program, except as expressly provided in the Terms. For the sole purpose of enabling Clearview to provide, secure, and improve the APIs (and the related service(s)) and only in accordance with the applicable Clearview privacy policies, you give Clearview a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to Use content submitted, posted, or displayed to or from the APIs through your API Program. "Use" means use, host, store, modify, communicate, and publish. Before you submit content to our APIs through your API Program, you will ensure that you have the necessary rights (including the necessary rights from your end users) to grant us the license.

c. Retrieval of content

You are solely responsible for the content you obtain from your users when using the APIs or API Program. When your user's non-public content is obtained through the APIs or API Program, you may not expose that content to other users or to third parties without explicit opt-in consent from that user. You must comply with all applicable laws with respect to the content you are provided by your users when using the APIs or API Program.

 

d. Data Portability

Clearview supports data portability. To the extent applicable, for as long as you use or store any user data that you obtained through the APIs, you agree to enable your users to export their equivalent data to other services or applications of their choice in a way that's substantially as fast and easy as exporting such data from Clearview products and services, subject to applicable laws, and you agree that you will not make that data available to third parties who do not also abide by this obligation.

e. Prohibitions on Content

Unless expressly permitted by the content owner or by applicable law, you will not, and will not permit your end users or others acting on your behalf to, do the following with content returned from, stored in, or produced using the APIs:
 

  1. Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any  third party;
     

  2. Misrepresent the source or ownership; or
     

  3. Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.

VI. BRAND FEATURES; ATTRIBUTION

a. Brand Features

“Brand Features” is defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party. Except where expressly stated, the Terms do not grant either party any right, title, or interest in or to the other party's Brand Features. All permitted use by you of Clearview's Brand Features (including any goodwill associated therewith) will inure to the benefit of Clearview.

b. Attribution

If you decide to display any attribution(s) required by Clearview as described in the documentation for the API, Clearview hereby grants to you a nontransferable, non-sublicenseable, nonexclusive license while the Terms are in effect to display Clearview's Brand Features for the purpose of promoting or advertising that you use the APIs. If applicable, you must only use the Clearview Brand Features in accordance with the Terms and for the purpose of fulfilling your obligations under this Section. In using Clearview's Brand Features, you must adhere to any reasonable branding guidelines provided to you by Clearview. You understand and agree that Clearview has the sole discretion to determine whether your attribution(s) and use of Clearview's Brand Features are in accordance with the above requirements and guidelines.

c. Publicity

Neither party will make any statement regarding your use of an API which suggests partnership with, sponsorship by, or endorsement by the other party without the other party’s prior written approval.

 

Furthermore, you shall not publish metrics comparing Clearview API performance with other application programming interfaces without obtaining the prior written consent of Clearview. In order to obtain such consent to publish the performance of the Clearview APIs, Clearview may request the methodology and data used in such comparison activities.

d. Promotional and Marketing Use

In the course of promoting, marketing, or demonstrating the APIs you are using and the associated Clearview products, Clearview may produce and distribute incidental depictions, including screenshots, video, or other content from your API Program, and may use your company or product name. You grant us all necessary rights for the above purposes.

VII. PRIVACY AND COPYRIGHT PROTECTION

 

a. Clearview Privacy Policies

By using our APIs, Clearview may use submitted information in accordance with our Privacy Policy.

 

Furthermore, you shall not publish metrics comparing Clearview API performance with other application programming interfaces without obtaining the prior written consent of Clearview. In order to obtain such consent to publish the performance of the Clearview APIs, Clearview may request the methodology and data used in such comparison activities.

b. Clearview DMCA Policy  

We provide information to help copyright holders manage their intellectual property online, but we can't determine whether something is being used legally or not without their input. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you think somebody is violating your copyrights and want to notify us, you can find information about submitting notices and Clearview's policy about responding to notices at our Privacy and Requests page.

VIII. TERM & TERMINATION

a. Term

The effectiveness of these Terms commences on the day you first access the API. The initial term commitment for your purchase or use of an API will be as specified on an Order Form (“Initial Term”) whether it be via a free trial or a paid subscription. If no Order Form exists, then the Initial Term shall commence on the day you first access the API. If your API purchase is for a specific term (as set forth in your Order Form), such termination will be effective on the last day of the then-current term, or in the case of a month-to-month order, upon written notice of your desire to terminate the Order Form at the end of the applicable month.


Unless otherwise specified in the Order Form, after the Initial Term, your access to the APIs will automatically renew for additional 12-month periods (“Renewal Term”), unless either party provides notice of non-renewal at least 30 days before the current term expires.

b. Termination
 

  1. You may stop using our APIs at any time with or without notice. Further, if you want to terminate the Terms, you must provide Clearview with prior written notice and upon termination, cease your use of the applicable APIs. Clearview reserves the right to terminate the Terms with you or discontinue the APIs or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you or any third party.
     

  2. Clearview reserves the right to suspend or terminate your access to the APIs at any time and without prior notice if, in its sole and absolute discretion, it determines that you have breached any of the provisions of these Terms. Such suspension or termination shall be effective immediately and no refunds will be considered for accounts terminated for violation of these Terms.
     

  3. Either party may terminate these Terms (i) if the other party breaches its material obligations and fails to cure within 30 days of receipt of written notice, or (ii) if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business. If you terminate pursuant to this Section VIII(b)(i), we will provide you with a pro rata refund of any prepaid, unused fees.
     

  4. Once terminated, Clearview may permanently delete your account and all the data associated with it. If you don’t log in to your account for six (6) or more months, or we receive a bounceback that your email is no longer in service, we may treat your account as "inactive" and permanently delete the account and all the data associated with it.
     

  5. In Clearview’s sole and absolute discretion, if these Terms or your access to an API is terminated, your account may be converted to a “free” or “basic” version of the service, if available. Otherwise, you will immediately discontinue all use of the APIs, except that upon request, we may provide you with limited access to the APIs for a period not to exceed seven (7) days, solely to enable you to retrieve your API Content (defined below). We have no obligation to maintain your API Content after that period. Neither party will be liable for any damages resulting from termination of the Agreement, and termination will not affect any claim arising prior to the effective termination date. If we discontinue the APIs or materially reduce the core functionality, the related Order Form will be terminated and we will provide you with a pro rata refund of any prepaid, unused fees. You agree to pay for any use of the APIs past the date of expiration or termination which have not been converted to a free version of the APIs.

    “Content” means any data, files, documents, events, execution logs, and similar data that we maintain on your or your users’ behalf, as well as any other information you or your users may upload to your account in connection with the APIs.

c. Your Obligations Post-Termination

Upon any termination of the Terms or discontinuation of your access to an API, you will immediately stop using the API, cease all use of the Clearview Brand Features, and delete any cached or stored content that was permitted by the cache header under Section 5. Clearview may independently communicate with any account owner whose account(s) are associated with your API Program and developer credentials to provide notice of the termination of your right to use an API. Upon termination or expiration of these Terms or your access to an API, or upon written request of Clearview, you shall (i) promptly destroy or return the APIs in whatever form they may be held by you, including the destruction or return of any and all documents and other materials associated with such APIs and all copies thereof., and (ii) confirm in writing (in a form to be approved by Clearview) to Clearview that you have complied with the obligations set forth in this Section. If you fail to provide the written confirmation set forth in this Section VIII(b) to Clearview, you authorize Clearview to charge  you the Post Termination Deposit identified on the Order Form.

d. Surviving Provisions

When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including, but not limited to: Sections 4(b), 5, 8, 9, and 11.

IX. LIABILITY FOR OUR APIs

a. WARRANTIES

EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, NEITHER CLEARVIEW NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE APIS. WE DO NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE APIS, THE SPECIFIC FUNCTIONS OF THE APIS, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE APIS "AS IS".

 

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, SUCH AS THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.

b. LIMITATION OF LIABILITY

WHEN PERMITTED BY LAW, CLEARVIEW, AND CLEARVIEW'S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

 

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF CLEARVIEW, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE APPLICABLE APIS (OR, IF WE CHOOSE, TO SUPPLYING YOU THE APIS AGAIN) DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

 

IN ALL CASES, CLEARVIEW, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

c. Indemnification

Unless prohibited by applicable law, you will defend and indemnify Clearview, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:
 

  1. your misuse or your end user's misuse of the APIs;
     

  2. your violation or your end user's violation of the Terms; or
     

  3. any content or data routed into or used with the APIs by you, those acting on your behalf, or your end users.

X. PAYMENT POLICY

a. Credit Cards

The cost to use or access our APIs will be as set forth on your Order Form or on-line registration form.  If there is a charge associated with your APIs, when you sign up to use the Clearview APIs, we will charge your credit card a monthly prorated amount for the respective plan you’ve selected, or immediately upon the expiration of the trial period unless you manually change your plan to “Canceled Plan”. Thereafter, we will charge your card on the 1st of every month for the full month. We do not offer full or partial refunds under any circumstance. It is your responsibility to cancel your plan or contract at the expiration of the applicable trial period in time. In the event that Clearview is unable to process your payment for the APIs, you will have seven (7) days to provide new credit card information to pay for the APIs, otherwise your access to the products may be suspended or terminated by Clearview in its sole discretion.

b. Price Changes

We reserve the right to increase prices for the APIs, change or discontinue plans at any point and in our sole discretion. We will provide you with 30 days written notice prior to instituting the change. If you wish to cancel, upgrade or downgrade plans after being notified of the change, you must do so within the 30-day period or we will assign you a new plan and bill you accordingly based on your usage.     

     

Notwithstanding the foregoing, the pricing listed in your Order Form will supersede any such changes during the specific term period identified in the Order Form. During any applicable Renewal Term, the fees shall be as mutually agreed upon by the parties.

c. Payment Information

All paid plans must enter a valid payment account. You are responsible for providing accurate and current billing, contact and payment information to us. You agree that we may take steps to verify whether your payment method is valid, charge your payment card or bill you for all amounts due for your use of the APIs. You agree that your credit card information and related personal data may be provided to third parties for payment processing and fraud prevention purposes. We may suspend or terminate your access to the APIs if at any time we determine that your payment information is inaccurate or not current, and you are responsible for fees and overdraft charges that we may incur when we charge your card for payment. You agree to pay all applicable, undisputed fees for the APIs on the terms set forth on the invoice or Order Form. Except as otherwise provided for herein, any and all payments you make to us for access to the APIs are final and non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.

d. Late Payments

Any amounts arising in relation to these Terms not paid when due will be subject to a late charge of one and one-half percent (1 1/2 %) per month on the unpaid balance or the maximum rate allowed by law, whichever is less. Without prejudice to your rights set out elsewhere in these Terms, all fees are non-refundable and payable in advance. If you cancel for convenience, you will not receive a refund for any service already paid for. If you fail to pay an invoice when due and payable, Clearview has the right (without limitation of any other remedies hereunder or under applicable law or in equity) to immediately suspend or restrict your access to the APIs, or to revoke or suspend (in whole or in part) the revocable license granted herein.

e. Taxes

The fees covered by these Terms are exclusive of any excise, sales, use, gross-turnover, value added, goods and services tax or other similar types of indirect taxes, duties or tariffs (however designated, levied or based and whether foreign or domestic) (“Indirect Taxes”) imposed or levied, currently or in the future based on applicable legislation, on the APIs provided under these Terms or the Order Form. Unless otherwise agreed between the parties, you will be liable for compliance with and payment of such Indirect Taxes. Clearview shall include the Indirect Taxes on its invoice to you and remit such Indirect Taxes to the relevant authority if required by applicable law. For the avoidance of doubt, Clearview will be responsible for direct taxes imposed on Clearview’s net income or gross receipts.

 

Notwithstanding the foregoing, if you are exempt from applicable taxes incurred or to be charged under these Terms, then you shall provide Clearview with a properly executed certificate of such tax exemption. Clearview shall give effect to such certificate on a prospective basis from the date of receipt from you, all of which is subject to applicable law.

XI. ​GENERAL PROVISIONS

 

a. Modification

We may modify the Terms or any portion to, including, those that reflect changes to the law or changes to our APIs. You have an obligation to review and look at the Terms regularly. We will post notice of modifications to the Terms within the documentation of each applicable API, to this website, and/or in the Clearview developers console. Changes will not apply retroactively and will become effective no sooner than 15 days after they are posted. But changes addressing new functions for an API or changes made for legal reasons will be effective immediately. If you do not agree to the modified Terms for an API, you should discontinue your use of that API. Your continued use of the API constitutes your acceptance of the modified Terms.


b. U.S. Federal Agency Entities

The APIs were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.

c. General Legal Terms

We each agree to contract in the English language. If we provide a translation of the Terms, we do so for your convenience only and the English Terms will solely govern our relationship. The Terms do not create any third party beneficiary rights or any agency, partnership, or joint venture. Nothing in the Terms will limit either party's ability to seek injunctive relief. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the Terms, and Clearview does not take action right away, this does not mean that Clearview is waiving or giving up any rights that it may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. The Terms are the entire agreement between you and Clearview relating to its subject and supersede any prior or contemporaneous agreements on that subject. If you wish to contact us, please visit our Contact page for further information.  

 

Except as set forth below: (i) the laws of New York, U.S.A. will apply to any disputes arising out of or related to the Terms or the APIs and (ii) ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE APIS WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF NEW YORK COUNTY, NEW YORK, USA, AND YOU AND CLEARVIEW TO PERSONAL JURISDICTION IN THOSE COURTS.

d. Notices

All notices permitted or required by these Terms will be via electronic mail (“email”), and will be deemed to have been delivered and received upon sending via any nationally recognized and trusted SMTP delivery service. Notices shall be delivered to the addresses on record which, if to Clearview AI shall be to legal-requests@clearview.ai and info@clearview.ai and if to Customer shall be to the email address set forth on the Order Form or on file in your Clearview AI.

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Last Updated: May 12, 2022