Terms of Service

1. Agreement

These Terms of Service (the "Terms") govern your access to and use of the websites, products, and services provided by Clearbay AI, LLC, an Oklahoma limited liability company ("Clearbay," "we," "us"). By creating an account, accessing our products, or otherwise using our services, you agree to these Terms. If you do not agree, do not use the services.

If you are using our services on behalf of a company or other organization, you represent that you are authorized to bind that organization to these Terms, and references to "you" mean both you and that organization.

2. The services

Clearbay provides multi-tenant software-as-a-service products including Tessic (our agent and information platform), Tagix, and Castex, together with AI agent deployments, custom software, and professional services described on our website or in a separate order, statement of work, or master services agreement (each, an "Order"). In the event of a conflict between an Order and these Terms, the Order controls for that engagement.

3. Accounts and access

• You must provide accurate registration information and keep it current.
• You are responsible for safeguarding your credentials and for all activity that occurs under your account.
• Notify us immediately at info@clearbay.ai if you suspect unauthorized access.
• We may suspend or terminate accounts that violate these Terms or that pose a security or operational risk to us or other users.

4. Acceptable use

You agree not to:

• Use the services to violate any applicable law or regulation.
• Send spam, unsolicited marketing messages, or any communication that violates the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, or carrier rules including 10DLC requirements.
• Upload or transmit malware, infringe intellectual property rights, or harass any person.
• Attempt to probe, scan, or test the vulnerability of any system or network without authorization, or to bypass authentication or tenant isolation controls.
• Use the services to build a competing product or to train a general-purpose AI model on data that does not belong to you.

5. Customer content

You retain all rights in the data, documents, and other content you or your users submit to the services ("Customer Content"). You grant Clearbay a limited license to host, process, transmit, and display Customer Content solely as necessary to provide the services to you. We do not use Customer Content to train general-purpose AI models for other customers.

You are responsible for the lawfulness of Customer Content and for ensuring you have the rights and consents necessary to submit it to the services, including any consent required to send messages to your end users.

6. Fees and payment

• Fees, billing periods, and payment terms are set out in the applicable Order.
• Unless an Order says otherwise, fees are due on receipt of invoice and are non-refundable.
• Past-due amounts may bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.
• Fees do not include taxes; you are responsible for any sales, use, VAT, or similar taxes other than taxes on Clearbay's net income.

7. Intellectual property

The services, including all software, designs, text, and other materials, are owned by Clearbay or its licensors and are protected by intellectual property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the services during the term of your subscription. Nothing in these Terms transfers ownership of the services to you.

8. Third-party services

The services rely on third-party providers (for example, Amazon Web Services for hosting, email, and SMS delivery; Stripe for payment processing; GitHub for source-code hosting). Your use of those providers' features may also be subject to their own terms.

9. SMS messaging

When you provide a mobile phone number to Clearbay, you consent to receive transactional text messages from Clearbay related to your account and the services you've requested, including sign-in verification codes; security and account notifications; replies to support requests you initiated; and operational and administrative notifications such as content-review notifications (advance summaries of social-media or other content scheduled to be published on your behalf, with a link to a review interface where you may approve, edit, or pause scheduled content), service-status alerts, billing notices, and scheduling reminders for services Clearbay provides on your behalf. Message and data rates may apply. Message frequency varies. Reply HELP for help. Reply STOP to opt out at any time. Full details, including how we handle mobile data, are in our Privacy Policy.

10. Disclaimer of warranties

The services are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade. Clearbay does not warrant that the services will be uninterrupted or error-free.

11. Limitation of liability

To the maximum extent permitted by law, Clearbay's total cumulative liability arising out of or relating to these Terms or the services will not exceed the fees you paid to Clearbay in the twelve (12) months preceding the event giving rise to the claim. In no event will Clearbay be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, data, or goodwill, even if advised of the possibility of such damages.

12. Indemnification

You agree to defend, indemnify, and hold harmless Clearbay and its members, officers, employees, and agents from any claim, demand, loss, or expense (including reasonable attorneys' fees) arising out of (a) your use of the services in violation of these Terms or applicable law, (b) Customer Content, or (c) your violation of any third-party right, including any intellectual property or privacy right.

13. Term and termination

These Terms apply from the date you first use the services until terminated. Either party may terminate for material breach if the breach is not cured within 30 days of written notice. We may suspend or terminate your access immediately if your use creates a security, legal, or operational risk. On termination, your right to use the services ends; provisions that by their nature should survive (including Sections 6, 7, 10, 11, 12, and 14) will survive.

14. Governing law and disputes

These Terms are governed by the laws of the State of Oklahoma, without regard to conflict-of-laws principles. The state and federal courts located in Cleveland County, Oklahoma have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the services, and the parties consent to personal jurisdiction in those courts.

15. Changes

We may update these Terms from time to time. When we make a material change, we will revise the "Last updated" date above and, where appropriate, notify you by email or through the product. Your continued use of the services after the change becomes effective constitutes acceptance of the updated Terms.

16. Contact

Questions about these Terms:
Clearbay AI, LLC
Email: info@clearbay.ai