Terms and Conditions
Effective date: 4th December 2025
Please read these Terms and Conditions (“Terms” or "Agreement") carefully. This Agreement governs your access to and use of the Services (as defined below) provided by Agentik, Inc. d/b/a “Cleric” ("Company").
By clicking "I Agree” or by accessing or using the Services, you, or the entity you represent ("Customer"), agree to be bound by this Agreement, including any Order Form(s) entered into hereunder. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the term "Customer" shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Services.
This Agreement is effective as of the date Customer first clicks "I Agree” or first accesses or uses the Services ("Effective Date"). This Agreement includes and incorporates any Order Form(s) mutually agreed upon, and contains, among other things, warranty disclaimers, liability limitations and use limitations. Within the protection of a confidential relationship and on the terms set forth herein, Company is willing to supply the Services for internal evaluation and testing during any agreed evaluation or trial period (an “Evaluation Period”) and for subsequent commercial use during any paid subscription term (a “Commercial Period”).
Subject to the terms of this Agreement, Cleric grants to Customer and Customer's Affiliates (as defined below) a nonexclusive, nontransferable, nonsublicensable, revocable license to access and use the Service (meaning the services and certain beta software and related materials provided by Cleric for Customer's use as part of such services, as further set forth in Schedule A) in accordance with the documentation supplied by Cleric solely for Customer's internal business purposes during the term of this Agreement and subject to the usage limits and technical constraints described at https://cleric.ai/demo or as otherwise communicated during the registration, evaluation, or ordering process. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with its standard practices, as may be updated from time to time, as well as the Service Level Terms attached hereto as Schedule A. Customer shall not (and shall not permit any third party or Customer Affiliate to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any Cleric product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (viii) bypass any measures Cleric may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); or (ix) use the Service in a manner that places an unreasonable burden on the Service or Cleric. Customer is responsible for all of Customer's activity in connection with the Service. Customer (x) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer's use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (y) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights. Cleric is under no obligation to provide technical support under the terms of this Agreement, and provides no assurance that any specific errors or discrepancies in the Service will be corrected, except as set forth in Schedule A. Customer understands that Cleric may modify the Service and/or cease supporting old versions or releases of the Service at any time in its sole discretion, provided that no such modification materially degrades the Services. "Affiliate" of a party means any entity which, now or in the future, directly or indirectly controls, is controlled by, or is under common control with, such party, where "control" means the possession of power to direct, or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, law or otherwise.
Customer shall pay Cleric the fees for the Service as specified at the time of purchase or as displayed on Cleric’s website or account interface ("Fees"). Unless otherwise stated, all Fees shall be charged in advance and are payable immediately upon invoice or at the time payment is otherwise processed. Customer shall be responsible for all taxes associated with Service (excluding taxes based on Cleric's net income). All Fees paid are non-refundable.
"Pre-existing Data" shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service. Cleric shall implement and maintain industry-standard security measures to maintain the security and integrity of the Service and the Pre-existing Data. Customer acknowledges and agrees that the Service may be subject to limitations on the length of time that Pre-existing Data will be stored, and the amount of Pre-existing Data that may be stored, and that Pre-existing Data which exceeds either of such limitations may be automatically deleted by the Service, so long as Customer is made aware of such limitations in writing and notified at least 5 days prior to the deletion of the Pre-existing Data. Cleric shall delete all Pre-existing Data upon termination or expiration of this Agreement. In addition, and notwithstanding anything to the contrary, Customer acknowledges and agrees that Cleric may (i) internally use and modify (but not disclose) Pre-existing Data for the purposes of (A) providing the Service to Customer and (B) generating Service Generated Data (as defined below) and (ii) use, retain and make available Service Generated Data for Cleric's product improvement purposes. "Service Generated Data" means data submitted to, collected by, or generated by Cleric in connection with Customer's use of the Service. In the event Customer inadvertently provides Personally Identifiable Information (PII) within the Pre-existing Data to Cleric, Customer shall promptly notify Cleric in writing, specifically identifying the PII and how it was provided. Upon such notification, Cleric shall ensure that such Personally Identifiable Information will be removed from the Pre-existing Data and will not be included in the Service Generated Data.
Each party acknowledges that, in the course of performing its duties under this Agreement, it may obtain, learn or develop information relating to the Services and/or to Customer's business ("Proprietary Information"), including, but not limited to, the existence of the Services, development of the Services, Customer's use of the Services (except as provided in Section 9), code, technology, know-how, ideas, algorithms, testing procedures, structure, interfaces, specifications, documentation, bugs, problem reports, Reports (as defined below), analysis and performance information, and other technical, business, product, marketing and financial information, plans, product roadmaps and data. During and after the term of this Agreement, each party (the "Receiving Party") shall hold in confidence and protect, and shall not use (except as expressly authorized by this Agreement) or disclose, Proprietary Information of the other party, unless such Proprietary Information becomes part of the public domain without breach of this Agreement by Receiving Party, its officers, directors, employees or agents.
As between the parties, Cleric retains all right, title, and interest in and to the Service, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Cleric for the purposes of this Agreement, including any copies and derivative works of the foregoing, and no rights or licenses are granted by Cleric except as expressly and unambiguously set forth in this Agreement. Any software which is distributed or otherwise provided to Customer hereunder shall be deemed a part of the "Service" and subject to all of the terms and conditions of this Agreement. Customer will notify Cleric of the discovery of any material error or bug. Customer may from time to time provide suggestions, comments or other feedback to Cleric with respect to the Service ("Feedback"). During the Evaluation Period, Customer shall meet with Cleric or provide Cleric with a report at least every two weeks for purposes of describing Customer's experience with the Service and providing Feedback to Cleric. Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Cleric notwithstanding anything else. Notwithstanding anything else, Customer shall, and hereby does, grant to Cleric a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Cleric's right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
(A) EVALUATION PERIOD: THE PARTIES ACKNOWLEDGE THAT THE SERVICES ARE PROVIDED ON A BETA-BASIS "AS IS" AND "AS AVAILABLE" AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. (B) COMMERCIAL PERIOD: DURING THE COMMERCIAL PERIOD, CLERIC WARRANTS THAT THE SERVICES WILL PERFORM MATERIALLY IN ACCORDANCE WITH CLERIC'S THEN-CURRENT PUBLISHED SPECIFICATIONS. CLERIC'S SOLE OBLIGATION AND CUSTOMER'S EXCLUSIVE REMEDY FOR ANY BREACH OF THIS WARRANTY SHALL BE FOR CLERIC TO USE COMMERCIALLY REASONABLE EFFORTS TO MODIFY THE SERVICES TO MATERIALLY COMPLY WITH THE SPECIFICATIONS. (c) GENERAL: IN NO EVENT DOES CLERIC WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR THAT ACCESS THERETO WILL BE CONTINUOUS OR UNINTERRUPTED. CUSTOMER UNDERSTANDS THAT THE SERVICES UTILIZE ARTIFICIAL INTELLIGENCE AND MAY PRODUCE INACCURATE, MISLEADING, OR INCOMPLETE INFORMATION AND THAT CUSTOMER BEARS SOLE RESPONSIBILITY FOR THE USE OF, OR RELIANCE UPON, THE SERVICES AND ANY INFORMATION PROVIDED THROUGH THE SERVICES. CUSTOMER SHALL VERIFY ALL SERVICE OUTPUTS BEFORE RELYING ON THEM FOR PRODUCTION DECISIONS.
CLERIC WILL DEFEND AND INDEMNIFY CUSTOMER FROM ANY CLAIMS, COSTS, REASONABLE ATTORNEYS’ FEES, DAMAGES, OR OTHER LIABILITIES THAT ARISE OUT OF (A) THIRD-PARTY CLAIMS THAT CUSTOMER’S USE OF SERVICES IN ACCORDANCE WITH THIS AGREEMENT INFRINGES UPON SUCH THIRD PARTY’S PATENT, TRADEMARK, COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHTS, PROVIDED, HOWEVER, THAT CLERIC SHALL HAVE NO LIABILITY OR OBLIGATION HEREUNDER TO THE EXTENT SUCH CLAIM ARISES FROM: (I) USE OF THE SERVICES IN VIOLATION OF THIS AGREEMENT OR OUTSIDE THE SCOPE OF THE LICENSE GRANTED HEREIN, OR (II) MATERIALS, DATA, OR INPUT PROVIDED BY CUSTOMER OR ITS USERS TO THE SERVICE.
CUSTOMER WILL (A) PROMPTLY NOTIFY CLERIC OF ANY CLAIM THAT WOULD TRIGGER THE ABOVE INDEMNIFICATION OBLIGATIONS, AND (B) ASSIST CLERIC, AT CLERIC’S EXPENSE, IN THE DEFENSE AND SETTLEMENT OF THE CLAIM. CLERIC SHALL CONTROL THE DEFENSE AND SELECT COUNSEL FOR THE CLAIM. CUSTOMER MAY, AT ITS OWN EXPENSE, ENGAGE SEPARATE COUNSEL TO ADVISE CUSTOMER AND PARTICIPATE IN THE DEFENSE, PROVIDED THAT CLERIC RETAINS FINAL DECISION-MAKING AUTHORITY OVER DEFENSE STRATEGY AND SETTLEMENT. CLERIC SHALL REFRAIN FROM SETTLING THE CLAIM WITHOUT CUSTOMER’S PRIOR WRITTEN CONSENT, PROVIDED THAT CUSTOMER SHALL NOT UNREASONABLY WITHHOLD CONSENT TO ANY SETTLEMENT THAT FULLY RELEASES CUSTOMER FROM LIABILITY WITHOUT ADMISSION OF WRONGDOING.
EXCEPT FOR LIABILITY ARISING OUT OF CUSTOMER’S BREACH OF SECTION 1, EITHER PARTY’S BREACH OF SECTION 3 OR SECTION 4, OR EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE TOTAL FEES PAID BY THE CUSTOMER TO CLERIC FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM. NOTWITHSTANDING THE EXCEPTIONS IN THIS SECTION 7, (X) DURING THE EVALUATION PERIOD, EITHER PARTY’S AGGREGATE LIABILITY FOR CLAIMS ARISING UNDER SECTIONS 1, 3, OR 4 SHALL NOT EXCEED $10,000, AND (Y) UPON CONVERSION TO A PAID CUSTOMER AGREEMENT, THIS CAP SHALL INCREASE TO $150,000.
The term of this Agreement commences on the Effective Date and shall continue for the duration of the Evaluation Period. The Evaluation Period may be extended by mutual written agreement of the parties. Either party may terminate this Agreement at any time during the Evaluation Period upon written notice to the other party. Upon mutual written agreement of Commercial Period pricing and terms, this Agreement shall convert to a one-year customer agreement ("Commercial Period"). After the initial Commercial Period, this Agreement shall automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least 60 days before each renewal. Upon any termination during the Evaluation Period, Customer shall immediately return or destroy all materials obtained in connection with the Service, including all Proprietary Information. All obligations that accrued prior to termination and remedies for breach shall survive, and the following provisions shall survive: the limitations and restrictions set forth in Section 1, and Sections 2 through 9.
This Agreement represents the entire agreement between Customer and Cleric with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Cleric with respect thereto. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in California. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Except as otherwise provided herein, this Agreement may be amended only by a writing executed by both parties. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by either party, and any such attempted assignment or transfer shall be void and without effect. During the Evaluation Period, Cleric may use Customer's name and logo only as strictly necessary within confidential presentations or documents shared privately with potential bona fide investors solely for Cleric's fundraising purposes. Upon conversion to the Commercial Period, Cleric may use Customer's name and logo on Cleric's website and in marketing materials to identify Customer as a client. Use in case studies, detailed customer testimonials, or materials that disclose specific information about Customer's use of the Services requires Customer's separate prior written consent. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. Each party acknowledges and agrees that due to the unique nature of the other Party's Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the Receiving party or third parties to unfairly compete with resulting in irreparable harm to the disclosing party, and therefore, that upon any such breach or threat thereof, the disclosing party shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party's rights with respect to such breach or any subsequent breaches.
1. Service Description
Cleric provides the Customer with a dedicated instance of Cleric’s beta AI SRE.
An “Investigation” is a single root-cause analysis performed by Cleric’s AI SRE teammate.
2. Evaluation Period
Fee
$0
Included Usage
Up to 1,000 investigations (expected usage; higher volumes by mutual agreement)
3. Commercial Period
Fee
To be discussed based on evaluation period usage
Included Usage
To be discussed based on evaluation period usage
4. Support
Cleric will provide Technical Support to Customer via a dedicated Slack channel on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of U.S. Federal Holidays (“Support Hours”).
Customer may initiate a support request at any time by posting to the Slack channel. Cleric will use commercially reasonable efforts to respond to all support requests within one (1) business day. Response time does not guarantee resolution time.
