Terms of Service

CLEERA, INC.

TERMS OF SERVICE

Last Updated: April 22, 2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. These Terms of Service (this "Agreement") constitute a legally binding contract between Cleera, Inc., a Delaware corporation ("Cleera," "we," "us," or "our"), with its principal place of business at 447 Sutter St, Ste 506-1476, San Francisco, CA 94108, and the entity or individual identified during registration or account creation ("Customer," "you," or "your"). This Agreement governs Customer's access to and use of Cleera's platform, software, services, APIs, and documentation (collectively, the "Services").

BY CLICKING "I AGREE," BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, BY INSTALLING THE CLEERA JAVASCRIPT SNIPPET ON YOUR WEBSITE OR STOREFRONT, OR BY OTHERWISE ACCESSING OR USING THE SERVICES, CUSTOMER REPRESENTS THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO ALL TERMS OF THIS AGREEMENT, CUSTOMER MUST NOT ACCESS OR USE THE SERVICES.

If you are entering into this Agreement on behalf of an entity, you represent and warrant that you have the legal authority to bind that entity to this Agreement, and all references to "Customer" shall refer to such entity.

1. Definitions

As used in this Agreement, the following terms have the meanings set forth below:

  • "Aggregated Data" means data derived from Customer Data or Shopper Interaction Data that has been de-identified, anonymized, and/or aggregated such that it cannot reasonably be linked to Customer, any individual Shopper, or any other identifiable person or entity.

  • "Authorized Users" means Customer's employees, contractors, and agents who are authorized by Customer to access the Services on Customer's behalf and for whom Customer has purchased access.

  • "Customer Data" means data, files, content, and information that Customer or Authorized Users upload, transmit, or otherwise make available to the Services through the Customer's account, dashboard, or API integration, excluding Shopper Interaction Data.

  • "Documentation" means Cleera's technical and user documentation for the Services made available at Cleera's website or through the Services, as updated from time to time.

  • "Fees" means the subscription fees and any other charges payable by Customer as described in the applicable Order Form or as set forth on Cleera's pricing page.

  • "Intellectual Property Rights" means all worldwide intellectual property rights, including patents, copyrights, trademarks, service marks, trade secrets, moral rights, database rights, and any other proprietary rights, whether registered or unregistered, and all applications and registrations therefor.

  • "Order Form" means an ordering document that references this Agreement and specifies the Services to be provided, applicable Fees, and any other relevant terms agreed upon by the parties.

  • "Platform" means the proprietary software platform, infrastructure, and related technology developed and operated by Cleera to deliver the Services, including the JavaScript snippet, the agent engine, the analytics dashboard, and all associated APIs.

  • "Sensitive Personal Information" means Social Security numbers, financial account numbers, health or medical information, biometric data, precise geolocation data, and any other categories of personal information defined as "sensitive" under applicable privacy laws.

  • "Shopper" means any individual end user of Customer's ecommerce website or storefront who interacts with the Platform or who has behavioral data collected through the Platform.

  • "Shopper Interaction Data" means data collected by the Platform from Shoppers while visiting Customer's storefront, including browsing events, session data, chat content, images uploaded by Shoppers, and any other interactions with the Cleera-powered agent.

  • "Third-Party Services" means services, software, platforms, and APIs provided by third parties that may be integrated with or used in connection with the Services, including AI model providers, cloud infrastructure providers, payment processors, and integration partners.

2. Services

2.1  Provision of Services

Subject to Customer's compliance with this Agreement and timely payment of all applicable Fees, Cleera grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to: (a) access and use the Services in accordance with this Agreement and the Documentation; (b) install and operate the Platform's JavaScript snippet on Customer's authorized ecommerce storefront(s); and (c) permit Authorized Users to access the Services solely for Customer's internal business purposes.

2.2  Restrictions

Customer shall not, and shall not permit any third party to:

  1. copy, modify, adapt, translate, or create derivative works of the Services or Platform;

  2. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform or any component thereof, except to the extent expressly permitted by applicable law notwithstanding this restriction;

  3. sublicense, resell, transfer, assign, or otherwise make the Services available to any third party other than Authorized Users, except as expressly permitted under this Agreement;

  4. use the Services to build a competitive product or service, or benchmark or compare the Services to a competitive offering for the purpose of publicizing such comparison without Cleera's prior written consent;

  5. use the Services to transmit, store, or process Sensitive Personal Information unless Customer has received Cleera's prior written consent and put in place appropriate contractual and technical safeguards;

  6. access or use the Services in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other customer's use of the Services;

  7. use automated scripts, bots, crawlers, or similar tools to scrape, extract, or collect data from the Services except through Cleera's authorized APIs;

  8. remove or obscure any proprietary notices or labels on the Services;

  9. use the Services in violation of any applicable law, regulation, or third-party rights; or

  10. attempt to gain unauthorized access to any portion of the Services, the Platform, or any related systems or networks.

2.3  Changes to Services

Cleera reserves the right to modify, update, or discontinue any feature or functionality of the Services at any time upon reasonable notice to Customer. Cleera will not materially reduce the core functionality of the Services during an active Subscription Term without providing at least thirty (30) days' prior written notice.

2.4  Third-Party Services and Integrations

The Services integrate with and depend upon Third-Party Services. Customer hereby acknowledges and consents to Cleera's use of these Third-Party Services to deliver the Services, including the transmission of Customer Data and Shopper Interaction Data to such third-party providers as reasonably necessary to operate the Platform.

Customer acknowledges and agrees that:

  1. Third-Party Services are subject to their own terms of service, privacy policies, and acceptable use policies ("Third-Party Terms"), which may be updated from time to time by the applicable third-party provider;

  2. Customer is independently responsible for reviewing, understanding, and complying with all applicable Third-Party Terms in connection with Customer's use of the Services and the underlying Third-Party Services;

  3. Cleera makes no representation or warranty regarding the availability, accuracy, completeness, or reliability of any Third-Party Services;

  4. Cleera may substitute, replace, or discontinue any Third-Party Service provider at its discretion, provided that any substitution does not materially degrade the core functionality of the Services; and

  5. Cleera shall not be liable for any failure, outage, error, or breach caused by or attributable to any Third-Party Service.

Cleera will maintain a list of current sub-processors and material Third-Party Services on its website and will update such list as providers change.

3. Customer Obligations

3.1  Account Registration and Security

Customer shall: (a) provide accurate, current, and complete information during registration and maintain the accuracy of such information; (b) maintain the security and confidentiality of its account credentials and promptly notify Cleera of any suspected unauthorized use or security breach; and (c) be responsible for all activities occurring under Customer's account, whether or not authorized by Customer.

3.2  Acceptable Use

Customer shall use the Services only for lawful purposes and in compliance with this Agreement, the Documentation, and all applicable laws and regulations. Customer shall not use the Services in any manner that: (a) violates any applicable federal, state, local, or international law; (b) infringes the Intellectual Property Rights of any third party; (c) is fraudulent, deceptive, or misleading; (d) transmits unsolicited commercial communications; or (e) involves the collection or processing of Sensitive Personal Information without Cleera's prior written consent and appropriate safeguards.

3.3  Responsibility for Shoppers and End User Consents

Customer is responsible for its Shoppers and for obtaining, maintaining, and documenting all consents, authorizations, and permissions required by applicable law in connection with Customer's deployment and use of the Services, including: (a) deploying the Cleera JavaScript snippet on Customer's storefront and disclosing its presence and functionality in Customer's privacy policy and, where required by applicable law, through a cookie consent mechanism or similar notice; (b) disclosing to Shoppers the collection and processing of Shopper Interaction Data (including behavioral data, chat content, and any images uploaded by Shoppers) through the Platform, in accordance with applicable privacy laws; (c) disclosing to Shoppers the use of AI-powered agents and automated decision-making systems on Customer's storefront; and (d) enabling any personalization or identity-linking features that link Shopper sessions to authenticated customer identities, including obtaining any heightened consent required by applicable law for such linking.

3.4  Minor Users

Customer acknowledges that Shoppers may include individuals under the age of 18. Customer represents and warrants that it has implemented appropriate controls, disclosures, and, where legally required, consent mechanisms on its storefront to address interactions with minors. Customer shall not direct Cleera's Services toward children under 13 without implementing Children's Online Privacy Protection Act (“COPPA”) compliant mechanisms and obtaining Cleera's prior written approval.

4. AI-Powered Features; Limitations and Disclaimers

4.1  Nature of AI Outputs

The Services use artificial intelligence and machine learning systems, including large language models provided by third-party AI model providers, to generate automated responses, recommendations, and content ("AI Outputs"). Customer acknowledges and agrees that:

  1. AI Outputs are generated probabilistically and may be incomplete, inaccurate, outdated, or not suitable for Customer's particular use case;

  2. AI Outputs do not constitute professional advice (legal, financial, medical, or otherwise) and should not be relied upon as such;

  3. Cleera does not guarantee the accuracy, completeness, timeliness, or fitness for purpose of any AI Output; and

  4. Customer is solely responsible for any decisions made or actions taken based upon such outputs, including any content delivered to Shoppers through the Platform.

4.2  No Liability for AI Inaccuracies

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLEERA SHALL NOT BE LIABLE FOR ANY INACCURATE, OFFENSIVE, MISLEADING, OR OTHERWISE PROBLEMATIC AI OUTPUT GENERATED BY THE SERVICES. Customer acknowledges that AI systems may occasionally generate responses that are incorrect or otherwise undesirable. Cleera will use commercially reasonable efforts to implement and maintain safety systems, content filters, and prompt engineering practices designed to minimize harmful or inaccurate AI Outputs.

4.3  Third-Party AI Model Terms

AI Outputs are generated in part through Third-Party Services operated by AI model providers including Anthropic, OpenAI, and Google (collectively, "AI Providers"). Customer understands and agrees that: (a) Shopper Interaction Data and Customer-provided context may be transmitted to AI Providers for inference; (b) each AI Provider has its own usage policies and terms governing permissible use of their models; and (c) Customer is independently responsible for ensuring that its use of the Services does not violate any AI Provider's acceptable use policies.

4.4  Data Use for Service Improvement

Cleera may use Aggregated Data derived from Shopper Interaction Data and Customer Data to improve the Platform, train and refine its proprietary prompt engineering and agent quality systems, and develop new features and services. Such use is subject to the following conditions: (a) data used for product improvement is aggregated and de-identified prior to use such that it cannot reasonably be linked to any individual Shopper, Customer, or identifiable person; and (b) Cleera will not use Customer Data or Shopper Interaction Data in identifiable form to train third-party AI models or to provide individually identifiable data to AI Providers for model training purposes beyond what is necessary for inference delivery.

5. Data; Privacy

5.1  Customer Data Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Cleera a worldwide, non-exclusive, royalty-free license to use, process, store, transmit, and display Customer Data and Shopper Interaction Data solely as necessary to provide and improve the Services, as described in this Agreement.

5.2  Cleera's Data Practices

Cleera’s collection and use of personal information is governed by Cleera’s Privacy Policy, available at www.cleera.co/legal/privacy, which is incorporated by reference into this Agreement. Cleera processes Shopper Interaction Data solely for the following purposes: (a) delivering the Services in real time; (b) enabling the retailer-facing analytics dashboard; and (c) improving Cleera’s platform, prompts, and agent quality using Aggregated Data. Cleera does not sell, rent, share, or disclose Customer Data or Shopper Interaction Data for marketing, advertising, or affiliate purposes.

To the extent Cleera processes personal information of California residents as a “service provider” under California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA”), Cleera acknowledges its direct statutory obligations as a service provider, including without limitation the obligations to: (a) process personal information only for the business purposes specified in this Agreement and not for any other commercial purpose; (b) refrain from selling or sharing Shopper personal information; (c) refrain from retaining, using, or disclosing personal information outside of the direct business relationship with Customer; (d) assist Customer in responding to verifiable consumer requests to the extent Cleera has the technical ability to do so; and (e) comply with applicable restrictions on combining personal information received from Customer with personal information received from or collected in connection with other sources. 

5.3  Data Retention

Cleera will retain Customer account data for the duration of the Subscription Term and for ninety (90) days following termination or expiration of this Agreement, after which such data will be deleted or anonymized. Shopper Interaction Data is retained on a pseudonymous basis for up to twelve (12) months from collection to support retailer analytics and platform quality. Aggregated Data derived from Shopper Interaction Data may be retained indefinitely.

5.4  Security

Cleera will implement and maintain commercially reasonable technical and organizational measures designed to protect Customer Data and Shopper Interaction Data against unauthorized access, disclosure, alteration, or destruction. In the event of a confirmed security breach affecting Customer Data or Shopper Interaction Data, Cleera will: (a) notify Customer without undue delay and, in any event, within the timeframes required by applicable law; and (b) to the extent required by applicable state breach notification laws (including the California data breach notification statute, Cal. Civ. Code § 1798.29 and § 1798.82), fulfill any independent notification obligations Cleera has directly to affected individuals. Cleera will cooperate with Customer in any legally required breach notification process and will provide Customer with the information necessary for Customer to fulfill its own notification obligations.

5.5  Sub-Processor Obligations

Where Cleera engages sub-processors to process Customer Data or Shopper Interaction Data on Cleera’s behalf in connection with the Services, Cleera shall: (a) enter into written agreements with each such sub-processor that impose data protection obligations no less protective than those applicable to Cleera under this Agreement and applicable law; (b) remain responsible to Customer for the performance of each sub-processor’s obligations to the extent Cleera would be liable under this Agreement if it had performed those obligations directly; and (c) maintain and make available to Customer upon request a current list of sub-processors engaged to process Customer Data or Shopper Interaction Data. 

6. Fees; Payment

6.1  Subscription Fees

Customer shall pay all Fees in accordance with the pricing set forth in the applicable Order Form or on Cleera's then-current pricing page. All Fees are stated in U.S. dollars and are non-refundable except as expressly set forth in this Agreement.

6.2  Billing and Payment

Subscriptions are billed in advance on a monthly basis. By providing payment information to Cleera, Customer authorizes Cleera (through its payment processor) to charge the applicable Fees to Customer's designated payment method on each billing date. Customer is responsible for providing accurate and current payment information and for all applicable taxes.

6.3  Taxes

All Fees are exclusive of all applicable taxes, duties, levies, or similar governmental assessments, including sales, use, value-added, and withholding taxes (collectively, "Taxes"). Customer is responsible for all Taxes associated with its purchase of the Services, excluding taxes based on Cleera's net income. If Cleera is required to collect or remit Taxes for which Customer is responsible, Cleera will invoice Customer for such Taxes and Customer shall pay such amounts.

6.4  Late Payments

If any payment is not received by Cleera by its due date, Cleera may: (a) charge interest on overdue amounts at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law; (b) suspend Customer's access to the Services upon ten (10) days' written notice; and (c) exercise any other rights or remedies available at law or equity.

6.5  Fee Changes

Cleera may adjust its pricing at any time upon at least thirty (30) days' prior written notice to Customer. Updated pricing will take effect at the beginning of the next monthly Subscription Term following the notice period.

7. Confidentiality

7.1  Obligations

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Cleera's Confidential Information includes, without limitation, the Services, the Platform, technical documentation, product roadmaps, and any non-public features or functionality. Customer's Confidential Information includes Customer Data. Confidential Information does not include information that: (i) is or becomes generally publicly available through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure without restriction; (iii) was independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is received from a third party without restriction. Each party agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except as permitted by this Agreement; and (c) use Confidential Information solely for the purpose of exercising its rights or performing its obligations under this Agreement.

7.2  Permitted Disclosures

Each party may disclose Confidential Information to its employees, contractors, and agents who: (a) have a need to know such information for purposes of this Agreement; and (b) are bound by confidentiality obligations no less protective than those in this Agreement. Each party is responsible for its personnel's compliance with this Section 7. A party may also disclose Confidential Information to the extent required by applicable law or court order, provided that (to the extent legally permissible) it provides the other party with prompt written notice and cooperates with the other party in seeking a protective order.

7.3  Feedback

If Customer provides Cleera with suggestions, ideas, feedback, or recommendations regarding the Services ("Feedback"), Customer grants Cleera a perpetual, irrevocable, royalty-free license to use, incorporate, and exploit such Feedback in any manner without obligation or restriction.

8. Intellectual Property

8.1  Cleera's Intellectual Property

As between the parties, Cleera owns all right, title, and interest in and to the Services, the Platform, the Documentation, all underlying software and technology, and all Intellectual Property Rights therein (including any improvements, modifications, or derivative works thereof). Nothing in this Agreement transfers any Intellectual Property Rights in the Services to Customer. The rights granted to Customer under this Agreement are limited license rights only.

8.2  Customer's Intellectual Property

As between the parties, Customer owns all right, title, and interest in and to Customer Data and Customer's Intellectual Property Rights therein. Cleera acquires no ownership interest in Customer Data by virtue of this Agreement.

8.3  Aggregated Data

Notwithstanding anything to the contrary in this Agreement, Cleera may collect, generate, and use Aggregated Data for any lawful business purpose, including to improve and develop the Platform, conduct research, and publish anonymized benchmarks or industry insights. Aggregated Data does not include any personally identifiable information or data that could reasonably identify Customer or any individual Shopper. Cleera shall own all right, title, and interest in and to Aggregated Data.

8.4  Trademarks

Neither party shall use the other party's trademarks, service marks, logos, or trade names without such party's prior written consent. Notwithstanding the foregoing, Cleera may display Customer's name and logo on Cleera's website, marketing materials, and customer lists solely to identify Customer as a customer of the Services, without requiring Customer's prior approval. Any other use of Customer's trademarks by Cleera, including in case studies, press releases, or co-branded materials, requires Customer's prior written consent. Customer may revoke Cleera's right to display its name and logo at any time upon written notice to Cleera, and Cleera shall remove such references within thirty (30) days of receipt of such notice.

9. Term; Termination

9.1  Term

This Agreement commences on the date Customer first accepts these terms or activates the Services and continues on a month-to-month basis, automatically renewing for successive one (1) month periods unless terminated as provided herein or unless the parties otherwise agree in writing to a different subscription term (each such period, a "Subscription Term").

9.2  Cancellation by Customer

Customer may cancel its subscription at any time by submitting a cancellation request in accordance with Cleera's then-current cancellation procedures. Cancellations are effective at the end of the then-current monthly billing period. Customers are billed in advance for each monthly period, and cancellations will take effect the following month. No refunds will be issued for any unused portion of a prepaid Subscription Term.

9.3  Termination for Cause

Either party may terminate this Agreement immediately upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach; or (b) the other party becomes insolvent, makes a general assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, or ceases to operate in the ordinary course of business.

9.4  Termination by Cleera

Cleera may, in addition to any other remedies, immediately suspend or terminate Customer's access to the Services upon written notice if: (a) Customer breaches Sections 2.2, 3.2, or 3.3 of this Agreement; (b) Customer fails to pay any Fees when due and does not cure such failure within ten (10) days after written notice; or (c) Cleera determines in good faith that Customer's use of the Services poses a security risk or legal liability to Cleera or third parties.

9.5  Effects of Termination

Upon expiration or termination of this Agreement for any reason: (a) all rights and licenses granted to Customer hereunder shall immediately terminate; (b) Customer shall cease all use of the Services and remove the Platform's JavaScript snippet from Customer's storefront(s); (c) Cleera will retain Customer account data for ninety (90) days following termination, after which such data will be deleted; and (d) each party shall promptly return or destroy the other party's Confidential Information. Sections 1, 4.2, 5.2, 5.4, 5.5, 7, 8, 9.5, 10, 11, 12, and 13 shall survive termination or expiration of this Agreement.

10. Representations and Warranties

10.1  Mutual Representations

Each party represents and warrants that: (a) it has full right, power, and authority to enter into and perform this Agreement; (b) this Agreement has been duly authorized and constitutes a legal, valid, and binding obligation of such party; and (c) the execution and performance of this Agreement does not violate any agreement to which such party is a party or by which it is bound.

10.2  Cleera's Warranties

Cleera represents and warrants that: (a) the Services will perform materially in accordance with the Documentation under normal use and circumstances; and (b) Cleera will implement commercially reasonable security measures to protect Customer Data and Shopper Interaction Data.

10.3  Customer's Warranties

Customer represents and warrants that: (a) Customer has all rights, licenses, and consents necessary to provide Customer Data to Cleera and to grant the licenses set forth in this Agreement; (b) Customer's use of the Services will comply with all applicable laws and regulations, including applicable privacy laws governing the collection and processing of Shopper personal data; (c) Customer has obtained, or will obtain prior to any relevant processing activity, all legally required consents from Shoppers; (d) Customer Data and Customer's use of the Services will not infringe, misappropriate, or violate the Intellectual Property Rights or other rights of any third party; and (e) Customer will comply with all Third-Party Terms applicable to Third-Party Services accessed through or used in connection with the Services.

10.4  Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.2, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLEERA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CLEERA DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (C) ANY AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (D) ANY DEFECTS WILL BE CORRECTED. NO ORAL OR WRITTEN ADVICE GIVEN BY CLEERA OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY.

11. Indemnification

11.1  Indemnification by Cleera

Cleera shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents ("Customer Indemnitees") from and against any third-party claims, suits, actions, or proceedings alleging that the Services, solely in the form provided by Cleera and used in accordance with this Agreement, infringe or misappropriate such third party's Intellectual Property Rights (each, an "IP Claim"). Cleera's obligations under this Section 11.1 shall not apply to the extent that an IP Claim arises from: (a) Customer's modification of the Services or combination of the Services with products, software, or data not supplied or approved by Cleera; (b) Customer's use of the Services in violation of this Agreement or the Documentation; (c) Customer Data, Customer content, or AI Outputs; or (d) use of a version of the Services after Cleera has made available a non-infringing update and notified Customer thereof.

11.2  IP Claim Remedies

If any IP Claim is brought or threatened, Cleera may, at its option and expense: (a) obtain the right for Customer to continue using the applicable Services; (b) modify the Services to make them non-infringing without materially reducing functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate Customer's access to the affected Services and refund the pro-rated unused prepaid Fees for such Services. The remedies in this Section 11.2, together with the indemnification in Section 11.1, constitute Customer's sole and exclusive remedy with respect to any IP Claim.

11.3  Indemnification by Customer

Customer shall defend, indemnify, and hold harmless Cleera and its officers, directors, employees, contractors, and agents ("Cleera Indemnitees") from and against any third-party claims, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Data or Shopper Interaction Data, including any claim that such data infringes or violates third-party rights or applicable law; (b) Customer's failure to obtain required Shopper consents; (c) Customer's breach of this Agreement, including Customer's representations and warranties; (d) Customer's violation of applicable law; or (e) Customer's gross negligence or willful misconduct.

11.4  Indemnification Procedure

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought (provided that failure to provide timely notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced); (b) give the indemnifying party sole control of the defense and settlement of such claim; and (c) provide the indemnifying party with reasonable assistance in connection with such defense, at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes any obligation, restriction, or liability on the indemnified party without the indemnified party's prior written consent.

12. Limitation of Liability

12.1  Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITIES, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (TORT, CONTRACT, STATUTE, OR OTHERWISE).

12.2  Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OR THEORY OF ACTION, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO CLEERA DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM ("LIABILITY CAP").

12.3  Exceptions

The exclusions and limitations in Sections 12.1 and 12.2 shall not apply to: (a) either party’s obligation to indemnify for third-party IP Claims under Section 11.1; (b) Customer’s indemnification obligations under Section 11.3; (c) either party’s fraud, willful misconduct, or gross negligence; (d) Customer’s breach of Section 2.2 (Restrictions) or Section 7 (Confidentiality); (e) Cleera’s obligations under Section 5.4 (Security) with respect to security breaches caused by Cleera’s gross negligence or willful misconduct; or (f) any liability that cannot be limited or excluded as a matter of applicable law, including direct statutory obligations arising under the CCPA or applicable breach notification statutes.

13. General Provisions

13.1  Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of the State of California without regard to its conflict of law principles. Any dispute arising out of or related to this Agreement shall be resolved exclusively in the state or federal courts located in San Francisco County, California, and the parties hereby irrevocably consent to the personal jurisdiction of such courts. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

13.2  Changes to this Agreement

Cleera reserves the right to modify this Agreement at any time. Cleera will provide at least thirty (30) days' prior notice of material changes by email to the email address associated with Customer's account or by posting a notice through the Services. Customer's continued use of the Services after the effective date of any modification constitutes Customer's acceptance of the updated Agreement. If Customer does not agree to any modification, Customer's sole remedy is to terminate this Agreement prior to the effective date of such modification.

13.3  Notices

All notices under this Agreement shall be in writing. Notice is effective when: (a) delivered personally; (b) sent by overnight courier; or (c) sent by email with confirmation of receipt, addressed to Cleera at legal@cleera.co or to Customer at the email address associated with its account.

13.4  Assignment

Customer may not assign or transfer this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without Cleera's prior written consent. Cleera may assign this Agreement without Customer's consent in connection with a merger, acquisition, or sale of all or substantially all of Cleera's assets. Any purported assignment in violation of this Section shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

13.5  Entire Agreement; Order of Precedence

This Agreement, together with all Order Forms, any executed DPA, and Cleera's Privacy Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and negotiations. In the event of any conflict between this Agreement and an Order Form, the Order Form shall control with respect to the specific transaction it covers. 

13.6  Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions of this Agreement shall continue in full force and effect.

13.7  Waiver

No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default. No waiver is effective unless signed in writing by the waiving party.

13.8  Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement to the extent caused by circumstances beyond such party's reasonable control, including acts of God, natural disasters, acts of war or terrorism, civil disturbances, governmental actions, pandemics, internet or power outages, or failure of third-party services ("Force Majeure Event"), provided that the affected party: (a) gives prompt written notice to the other party; and (b) uses commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice without liability.

13.9  Independent Contractors

The parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has authority to bind the other or to incur obligations on the other's behalf.

13.10  Export Compliance

Each party shall comply with all applicable export control laws and regulations in connection with the Services, including the Export Administration Regulations and the sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control. Customer represents that it is not located in, under the control of, or a national or resident of any country subject to a U.S. government embargo.

13.11  Equitable Relief

Each party acknowledges that breach of its confidentiality obligations or of the license restrictions in Section 2.2 may cause irreparable harm for which monetary damages would be an inadequate remedy and that the non-breaching party shall be entitled to seek equitable relief (including injunctive relief and specific performance) without the requirement to post bond or other security.