Terms of Use

These Terms of Use, together with the ClearMark Privacy Policy, which is incorporated by reference (collectively, the “Terms”), govern your access to and use of the websites, software platform, application programming interfaces, dashboards, and related services (collectively, the “Services”) made available by ClearMark LLC, a Delaware limited liability company (“ClearMark,” “we,” “us,” or “our”). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you must not access or use the Services.

The Services are intended solely for use by insurance agencies, insurance agents, insurance carriers, and other business entities operating in the insurance, financial services, and related industries. The Services are not directed to consumers and are not intended for personal, family, or household use.

SECTION 17 OF THESE TERMS CONTAINS A BINDING INDIVIDUAL ARBITRATION AGREEMENT AND A CLASS-ACTION WAIVER. PLEASE READ IT CAREFULLY.

3.1  Registration. To access most Services, you must register for an account and provide accurate, current, and complete information. You must promptly update your account information to keep it accurate, current, and complete.

3.2  Credentials. You are responsible for maintaining the confidentiality of all login credentials associated with your account and for all activity that occurs under your account. You must notify ClearMark immediately of any unauthorized access or use.

3.3  Security Measures. The Customer is responsible for implementing reasonable administrative, technical, and physical safeguards within its own systems, including multi-factor authentication where available, role-based access controls, and prompt deactivation of credentials for personnel who no longer require access.

3.4  No Credential Sharing. Each set of login credentials is issued to a single named individual and must not be shared, transferred, sold, or otherwise made available to any other person, including other employees, contractors, or Authorized Users of the Customer. The Customer must obtain separate credentials for each individual who accesses the Services. Any sharing of credentials is a material breach of these Terms and entitles ClearMark to immediately suspend or terminate the Customer’s access to the Services under Section 9.4, in addition to any other remedies available at law or in equity, including the recovery of liquidated damages, monetary damages, and reasonable attorneys’ fees.

4.1  Definition. “Customer Data” means all data, content, records, files, and other information that the Customer or its Authorized Users submit to, upload to, or generate through the Services, including data extracted on the Customer’s behalf from third-party agency management systems and customer relationship management systems pursuant to credentials provided by the Customer.

4.2  Ownership. As between the parties, the Customer retains all right, title, and interest in and to Customer Data. ClearMark claims no ownership of Customer Data.

4.3  License to ClearMark. The Customer grants ClearMark a non-exclusive, worldwide, royalty-free license to access, use, copy, store, transmit, process, analyze, and display Customer Data solely to (a) provide and improve the Services; (b) prevent or address technical or security issues; (c) comply with applicable law or legal process; and (d) generate aggregated, de-identified data in accordance with Section 4.5.

4.4  Customer Responsibilities. The Customer represents and warrants that: (a) it has all rights, consents, and authorizations necessary to provide Customer Data to ClearMark and to authorize ClearMark to process Customer Data as contemplated by these Terms; (b) Customer Data does not infringe, misappropriate, or violate the rights of any third party; and (c) the Customer’s collection, transfer, and use of Customer Data complies with all applicable laws, including privacy, data protection, and consumer protection laws.

4.5  Aggregated Data. ClearMark may collect, generate, and use aggregated, anonymized, or de-identified data derived from Customer Data (“Aggregated Data”) for any lawful business purpose, including benchmarking, analytics, product improvement, the training and improvement of ClearMark’s own machine learning models operating within the Services, and the development of new features. Aggregated Data does not identify the Customer, any Authorized User, or any natural person, and ClearMark will not attempt to re-identify such data. ClearMark retains all right, title, and interest in and to Aggregated Data, and ClearMark’s rights under this Section 4.5 are perpetual and survive any termination of these Terms or any Order Form.

4.6  Privacy. ClearMark’s processing of personal information contained in Customer Data is governed by the ClearMark Privacy Policy and, where applicable, a separate Data Processing Addendum entered into between ClearMark and the Customer.

5.2 Use of AI Within the Services. The Services may incorporate machine learning and other artificial intelligence components that operate on Customer Data to generate Service Output. The Customer acknowledges that: (a) Service Output is generated programmatically and may contain errors, omissions, or inaccuracies; (b) Service Output does not constitute insurance, financial, legal, tax, or other professional advice; (c) the Customer is solely responsible for reviewing Service Output before relying on it or sharing it with third parties; (d) ClearMark does not warrant the accuracy, completeness, or fitness for any particular purpose of any Service Output; and (e) the Customer will not represent, suggest, or imply that any Service Output was generated, authored, or endorsed by any person or entity other than the Customer or ClearMark, or that Service Output constitutes professional advice.

6.1  Integrations. The Services may interoperate with third-party software, platforms, or data sources, including agency management systems and customer relationship management systems (collectively, “Third-Party Services”). The Customer’s use of any Third-Party Service is governed solely by the terms and policies of the applicable third party. ClearMark is not responsible for, and disclaims all liability arising from, the acts, omissions, performance, availability, accuracy, or security of any Third-Party Service.

6.2  Authorization. By directing ClearMark to access a Third-Party Service on the Customer’s behalf, the Customer represents that it has all rights and authorizations necessary to grant such access and that ClearMark’s access does not violate the terms of any agreement between the Customer and the applicable third party.

7.1  ClearMark IP. ClearMark and its licensors own and retain all right, title, and interest in and to the Services, including all software, documentation, models, algorithms, model weights, prompts, training data, dashboards, user interfaces, designs, logos, trademarks, and related intellectual property rights (collectively, “ClearMark IP”). No rights are granted to the Customer in the ClearMark IP except as expressly set forth in these Terms. The trademark CLEARMARK and any logos associated with it are trademarks of ClearMark LLC. All other trademarks displayed in or through the Services are the property of their respective owners.

7.2  License Grant. Subject to these Terms and timely payment of all applicable fees, ClearMark grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable license, during the term of the applicable Order Form, to access and use the Services solely for the Customer’s internal business purposes.

7.3  Feedback. If the Customer or any Authorized User provides suggestions, comments, enhancement requests, or other feedback regarding the Services (collectively, “Feedback”), ClearMark may use such Feedback for any purpose without restriction or obligation, including by incorporating Feedback into the Services, without any obligation to compensate the Customer. The Customer hereby assigns to ClearMark all right, title, and interest in and to such Feedback.

8.1  Fees. The Customer will pay all fees specified in the applicable Order Form. Except as expressly provided in these Terms or an Order Form, all fees are non-refundable.

8.2  Taxes. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. The Customer is responsible for all such taxes other than taxes based on ClearMark’s net income.

8.3  Late Payment. Past-due amounts will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. ClearMark may suspend the Services for non-payment after providing notice and a reasonable opportunity to cure.

9.1  Term. These Terms commence on the date you first access the Services and continue until terminated in accordance with this Section 9.

9.2  Termination for Convenience. Termination rights with respect to an active Order Form are governed by that Order Form. If no Order Form is in effect, ClearMark may terminate these Terms at any time by giving written notice. The Customer may terminate these Terms at any time by giving ClearMark at least forty-five (45) days’ prior written notice; termination by the Customer is effective on the expiration of the notice period, and all fees due during the notice period remain payable.

9.3  Termination for Cause. Either party may terminate these Terms or any Order Form for material breach by the other party if such breach is not cured within thirty (30) days after written notice. Either party may terminate immediately upon written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of bankruptcy proceedings.

9.4  Suspension. ClearMark may suspend access to the Services, in whole or in part, immediately upon notice if ClearMark reasonably determines that: (a) the Customer or any Authorized User has materially breached these Terms, including Section 3.4 (No Credential Sharing) or Section 5 (Acceptable Use); (b) continued access poses a security or legal risk to ClearMark, its other customers, or any third party; (c) the Customer has failed to pay any undisputed amount when due; or (d) suspension is required to comply with applicable law or legal process. Suspension does not relieve the Customer of its payment obligations.

9.5  Effect of Termination. Upon termination: (a) the Customer’s right to access and use the Services ceases immediately; (b) the Customer will pay all amounts accrued through the effective date of termination; and (c) each party will return or destroy the other party’s Confidential Information in its possession, except as required to be retained by law or for routine backup purposes.

9.6  Data Retrieval. For a period of thirty (30) days following termination, ClearMark will, upon written request from the Customer, make Customer Data available for export in a commercially reasonable format. After such period, ClearMark may delete Customer Data from its systems, subject to backup retention schedules and applicable legal hold requirements.

9.7  Survival. Sections 4.5, 5, 7, 8, 9.5 through 9.7, 10, 11, 12, 13, 14, 15, 16, 17, and 18 will survive termination.

10.1  Definition. “Confidential Information” means any non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked or identified as confidential or that a reasonable person would understand to be confidential under the circumstances. Customer Data is the Customer’s Confidential Information. The Services, pricing, technical information, model architectures, and non-public roadmap information are ClearMark’s Confidential Information.

10.2  Obligations. The Recipient will: (a) use Confidential Information only to exercise its rights and perform its obligations under these Terms; (b) protect Confidential Information using at least the same degree of care it uses to protect its own information of like importance, and in no event less than reasonable care; and (c) disclose Confidential Information only to personnel and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section 10.

10.3  Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was lawfully known to the Recipient before disclosure; (c) is independently developed by the Recipient without reference to the Discloser’s Confidential Information; or (d) is lawfully obtained from a third party without obligation of confidence.

10.4  Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law, subpoena, or order of a court of competent jurisdiction, provided the Recipient gives prompt notice to the Discloser (where legally permitted) and reasonably cooperates with efforts to obtain a protective order.

12.1  Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2  Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUBJECT TO §12.3:

(a) General Cap. EXCEPT AS PROVIDED IN SUBSECTION (b), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE SERVICES WILL NOT EXCEED THE GREATER OF (i) THE FEES PAID OR PAYABLE BY THE CUSTOMER TO CLEARMARK UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE THOUSAND U.S. DOLLARS (US$1,000).

(b) Enhanced Cap for Security Incidents. FOR CLAIMS ARISING OUT OF A BREACH BY CLEARMARK OF ITS DATA SECURITY OBLIGATIONS UNDER THESE TERMS OR APPLICABLE LAW RESULTING IN UNAUTHORIZED ACCESS TO OR ACQUISITION OF CUSTOMER PERSONAL DATA, CLEARMARK'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED TWO (2) TIMES THE FEES PAID OR PAYABLE BY THE CUSTOMER TO CLEARMARK UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Exceptions. The exclusions and limitations in this Section 12 do not apply to:

(a) a party's indemnification obligations;

(b) breach of Section 5 (Acceptable Use), Section 7 (Intellectual Property), or Section 10 (Confidentiality);

(c) a party's gross negligence, willful misconduct, or fraud;

(d) any liability that cannot be excluded or limited under applicable law, including without limitation liability under California Civil Code §1798.150 or any other statute that prohibits contractual limitation of damages for the conduct at issue; or

(e) the Customer's payment obligations under any Order Form.

12.4  Basis of the Bargain. The Customer acknowledges that the limitations of liability in this Section 12 are an essential element of the agreement between the parties and that the fees for the Services reflect these limitations.

13.1  By the Customer. The Customer will defend, indemnify, and hold harmless ClearMark and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer Data, including any allegation that Customer Data infringes, misappropriates, or violates the rights of any third party or any applicable law; (b) the Customer’s or any Authorized User’s breach of Section 5 (Acceptable Use); (c) the Customer’s use of the Services in violation of these Terms or applicable law; or (d) any claim arising from the Customer’s or any Authorized User’s reliance on, or communication to a third party of, any Service Output, including any claim that Service Output is inaccurate, incomplete, or otherwise unfit for the purpose to which it was applied.

13.2  By ClearMark. ClearMark will defend, indemnify, and hold harmless the Customer from and against any third-party claim alleging that the Services, when used in accordance with these Terms, infringe a third party’s United States patent, copyright, or trademark. ClearMark has no obligation under this Section 13.2 to the extent a claim arises from: (a) Customer Data; (b) modifications to the Services not made by ClearMark; (c) combinations of the Services with products, data, or services not provided by ClearMark; or (d) use of the Services after ClearMark has notified the Customer to discontinue such use.

13.3  Procedure. The indemnified party will: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control over the defense and settlement of the claim (provided no settlement may admit liability or impose obligations on the indemnified party without its prior written consent); and (c) provide reasonable cooperation at the indemnifying party’s expense.

14.1  Privacy Policy. ClearMark’s collection and use of personal information in connection with the Services is described in the ClearMark Privacy Policy, which is incorporated into these Terms by reference.

14.2  Service Provider Role. With respect to personal information contained in Customer Data, ClearMark acts as a “service provider” under the California Consumer Privacy Act (as amended by the California Privacy Rights Act) and as a “processor” under the European Union General Data Protection Regulation and similar laws. ClearMark processes such personal information solely on the Customer’s documented instructions and for the purposes set forth in these Terms.

14.3  DPA. To the extent required by applicable data protection law, the parties will enter into a separate Data Processing Addendum that governs ClearMark’s processing of personal information on the Customer’s behalf.

The Customer will comply with all applicable export control and economic sanctions laws of the United States and other applicable jurisdictions. The Customer represents that it is not located in, and is not a national or resident of, any country or territory subject to comprehensive U.S. sanctions, and that it is not listed on any U.S. government list of restricted or prohibited persons. The Customer will not access or use the Services in violation of any such law.

ClearMark may revise these Terms from time to time. If a revision is material, ClearMark will provide at least thirty (30) days’ advance notice by email to the address associated with the Customer’s account or by posting a notice in the Services. The Customer’s continued use of the Services after the effective date of a revised version constitutes acceptance of the revised Terms. If the Customer does not agree to the revised Terms, the Customer’s sole remedy is to discontinue use of the Services.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS AND INCLUDES A WAIVER OF THE RIGHT TO A JURY TRIAL AND OF THE ABILITY TO BRING ANY CLAIM ON BEHALF OF OTHERS.

17.1  Governing Law. These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The Federal Arbitration Act governs the interpretation and enforcement of this Section 17. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2  Informal Resolution. Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute by negotiation between executives with authority to settle the dispute, for a period of at least thirty (30) days following written notice of the dispute.

17.3  Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved through informal resolution will be finally settled by binding individual arbitration administered by JAMS in San Diego, California, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect (the “JAMS Rules”). The arbitration will be conducted by a single arbitrator. The arbitrator, and not any court or agency, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms are void or voidable. Judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own costs and attorneys’ fees, except as the arbitrator may otherwise award.

17.4  Class-Action Waiver. EACH PARTY AGREES THAT ANY DISPUTE WILL BE RESOLVED ON AN INDIVIDUAL BASIS. THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT THIS SECTION 17.4 IS UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM, THEN ONLY THAT CLAIM WILL BE SEVERED AND BROUGHT IN COURT, AND ALL OTHER CLAIMS WILL REMAIN SUBJECT TO ARBITRATION.

17.5  Exceptions. Either party may bring an individual action in small claims court for claims that qualify, in lieu of arbitration. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

17.6  Venue for Non-Arbitrable Claims. For any claim not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Diego County, California.

17.7  Service of Process. To initiate arbitration or any legal proceeding against ClearMark, you must serve initiating documents on ClearMark’s registered agent for service of process in the State of Delaware, currently Northwest Registered Agent Service, Inc., or any successor registered agent then on file with the Delaware Secretary of State.

17.8  Changes to This Section. If ClearMark makes a future material change to this Section 17, the Customer may reject the change by sending written notice to ClearMark within thirty (30) days of the change, in which case the version of this Section 17 in effect immediately before the change will continue to apply to the Customer until the Customer’s use of the Services terminates.

18.1  Entire Agreement. These Terms, together with any applicable Order Form, Data Processing Addendum, and the Privacy Policy, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, communications, and understandings.

18.2  Assignment. The Customer may not assign or transfer these Terms, in whole or in part, without ClearMark’s prior written consent. ClearMark may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets. Any prohibited assignment is void.

18.3  No Waiver. A party’s failure to enforce any provision is not a waiver of its right to do so later. Any waiver must be in writing and signed by an authorized representative of the waiving party to be effective.

18.4  Severability. If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

18.5  Force Majeure. Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, governmental action, internet or telecommunications failures, cyberattacks, and pandemics.

18.6  Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.

18.7  Notices. Notices to ClearMark must be sent to the address below. Notices to the Customer may be sent to the email address associated with the Customer’s account. Notices are effective upon receipt.

18.8  Translations. If ClearMark provides a translation of these Terms or any other terms or policy incorporated or referenced in these Terms, the translation is for informational purposes only. If the translated version conflicts with the English version, the English version controls.

18.9  Headings. Section headings are for convenience only and do not affect interpretation.

18.10  Contact. Questions about these Terms may be directed to ClearMark LLC at the contact information below.

ClearMark LLC
Attn: Legal
Email: legal@clearmark.ai